<PAGE>
Filed Pursuant to Rule 424(b)(5)
Registration File No.: 333-18961
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 29, 1997)
[CHASE LOGO]
$477,728,613 (APPROXIMATE)
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
DEPOSITOR
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1997-1
The Series 1997-1 Commercial Mortgage Pass-Through Certificates (the
"Certificates") will consist of the following thirteen classes (each, a
"Class"): the Class A-1 and Class A-2 Certificates (collectively, the "Class
A Certificates"), Class X, Class B, Class C, Class D, Class E, Class F, Class
G, Class H, Class I, Class R and Class LR Certificates. The Class A
Certificates and the Class X Certificates are collectively referred to herein
as the "Senior Certificates." The Class B, Class C, Class D, Class E, Class
F, Class G, Class H and Class I Certificates are referred to collectively
herein as the "Subordinate Certificates." The Class B, Class C, Class D and
Class E Certificates are referred to herein collectively as the "Subordinate
Offered Certificates." The Class R and Class LR Certificates are collectively
referred to herein as the "Residual Certificates." Only the Class A, Class B,
Class C, Class D, Class E and Class X Certificates are being offered hereby
(collectively, the "Offered Certificates").
(continued on page S-3)
<TABLE>
<CAPTION>
INITIAL CLASS
CERTIFICATE
BALANCE OR PASS- ASSUMED FINAL RATED FINAL
NOTIONAL THROUGH DISTRIBUTION DISTRIBUTION
AMOUNT(1) RATE DATE(2) DATE(3)
--------------- --------- ----------------- ---------------
<S> <C> <C> <C> <C>
Class A-1 .. $100,600,000 7.27% July 19, 2004 June 19, 2029
Class A-2 .. $283,717,991 7.37% February 19, 2007 June 19, 2029
Class X ..... $533,774,986 (4) April 19, 2015 June 19, 2029
Class B ..... $ 26,688,749 7.37% April 19, 2007 June 19, 2029
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
INITIAL CLASS
CERTIFICATE
BALANCE OR PASS- ASSUMED FINAL RATED FINAL
NOTIONAL THROUGH DISTRIBUTION DISTRIBUTION
AMOUNT(1) RATE DATE(2) DATE(3)
---------- --------------- --------- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
Class A-1 ..Class C $26,688,749 7.37% April 19, 2007 June 19, 2029 .
Class A-2 ..Class D $29,357,624 7.37% May 19, 2007 June 19, 2029 .
Class X .....Class E $10,675,500 7.37% December 19, 2007 June 19, 2029 .
Class B .....
</TABLE>
- ------------
(Footnotes to table on page S-3)
PROCEEDS OF THE ASSETS IN THE TRUST FUND ARE THE SOLE SOURCE OF PAYMENTS
ON THE OFFERED CERTIFICATES. THE OFFERED CERTIFICATES DO NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR OR ANY OF ITS AFFILIATES. NEITHER
THE OFFERED CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY THE DEPOSITOR OR ANY OF ITS
AFFILIATES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTIVE INVESTORS SHOULD REVIEW THE INFORMATION APPEARING UNDER THE
CAPTION "RISK FACTORS" BEGINNING ON PAGE S-25 HEREIN AND PAGE 17 IN THE
PROSPECTUS BEFORE PURCHASING ANY OFFERED CERTIFICATE.
The Offered Certificates will be purchased from the Depositor by Chase
Securities Inc., Bear, Stearns & Co. Inc. and PaineWebber Incorporated
(collectively, the "Underwriters") and will be offered by the Underwriters
from time to time in negotiated transactions or otherwise at varying prices
to be determined at the time of sale. Proceeds to the Depositor from the sale
of the Offered Certificates, before deducting expenses payable by the
Depositor estimated to be approximately $1,500,000, will be approximately
110.321% of the initial aggregate Certificate Balance of the Offered
Certificates, plus accrued interest on the Offered Certificates from the
Cut-off Date. The Offered Certificates are offered by the Underwriters
subject to prior sale, when, as and if delivered to and accepted by the
Underwriters and subject to certain other conditions. It is expected that the
Offered Certificates will be delivered in book-entry form through the
Same-Day Funds Settlement System of The Depository Trust Company ("DTC") on
or about June 30, 1997 (the "Closing Date").
The Depositor has selected three co-lead managing Underwriters in
connection with the offering and sale of the Offered Certificates. Chase
Securities Inc. is the book running managing Underwriter with all Offered
Certificates being sold solely on a retention basis and each co-lead manager
purchasing the respective amount of each Class of Offered Certificates set
forth under the heading "Method of Distribution" herein.
CHASE SECURITIES INC.
BEAR, STEARNS & CO. INC.
PAINEWEBBER INCORPORATED
June 5, 1997
<PAGE>
[MAP OF GEOGRAPHIC OVERVIEW OF MORTGAGE POOL]
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
------------------------------------------
Commercial Mortgage Pass-Through Certificates, Series 1997-1
WASHINGTON
2 loans
$3.7 million
0.68% of total
NEBRASKA
1 loan
$7.1 million
1.33% of total
ILLINOIS
4 loans
$26.7 million
5.01% of total
INDIANA
5 loans
$5.3 million
0.99% of total
MICHIGAN
7 loans
$24.4 million
4.57% of total
OHIO
2 loans
$2.1 million
0.39% of total
PENNSYLVANIA
5 loans
$50.8 million
9.52% of total
NEW YORK
20 loans
$115.5 million
21.64% of total
MASSACHUSETTS
8 loans
$58.5 millions
10.95% of total
NEW JERSEY
6 loans
$35.7 million
6.69% of total
MARYLAND
1 loan
$5.1 million
0.95% of total
VIRGINIA
2 loans
$9.2 million
1.72% of total
SOUTH CAROLINA
2 loans
$6.7 million
1.26% of total
GEORGIA
2 loans
$3.5 million
0.66% of total
FLORIDA
9 loans
$17.2 million
3.21% of total
TENNESSEE
2 loans
$15 million
2.81% of total
KENTUCKY
3 loans
$2.9 million
0.55% of total
MISSISSIPPI
2 loans
$9.0 million
1.68% of total
TEXAS
10 loans
$34.9 million
6.53% of total
NEW MEXICO
1 loan
$3.2 million
0.59% of total
ARIZONA
1 loan
$2.8 million
0.52% of total
CALIFORNIA
9 loans
$64.8 million
12.14% of total
NEVADA
2 loans
$25.2 million
4.72% of total
COLORADO
1 loan
$4.7 million
0.88% of total
GEOGRAPHIC OVERVIEW OF MORTGAGE POOL
S-2
<PAGE>
(Continued from cover page)
- ------------
(1) Approximate, subject to a permitted variance of plus or minus 5%.
(2) The Assumed Final Distribution Dates set forth above have been
determined on the basis of the assumptions described in "Description of
the Certificates--Assumed Final Distribution Date; Rated Final
Distribution Date" herein.
(3) The Rated Final Distribution Date is the first Distribution Date after
the 24th month following the end of the amortization term of the
Mortgage Loan, that, as of the Cut-off Date, has the longest remaining
amortization term (other than the Interest Only Loan).
(4) The Pass-Through Rate on the Class X Certificates will be equal to the
excess, if any, of (i) the weighted average of the Net Mortgage Rates
of the Mortgage Loans, over (ii) the weighted average of the
Pass-Through Rates of the other Certificates (other than the Residual
Certificates) as described herein.
The Certificates will represent in the aggregate the entire beneficial
ownership interest in a trust fund (the "Trust Fund") to be established by
the Depositor, that will consist primarily of a segregated pool (the
"Mortgage Pool") of commercial and multifamily fixed-rate, fully amortizing
and balloon mortgage loans (the "Mortgage Loans"). The Chase Manhattan Bank,
Bear, Stearns Funding Inc. and Paine Webber Real Estate Securities Inc. (or
affiliates thereof) originated or acquired the Mortgage Loans. As of June 1,
1997 (the "Cut-off Date"), the Mortgage Loans are expected to have an
aggregate principal balance of approximately $533,774,987 (the "Initial Pool
Balance"), after application of all payments of principal due on or before
such date, whether or not received. Certain anticipated characteristics of
the Mortgage Loans are described herein under "Description of the Mortgage
Pool." The rights of the holders of the Subordinate Certificates to receive
distributions with respect to the Trust Fund will be subordinate to the
rights of the holders of the Senior Certificates, and the rights of the
holders of certain Classes of Subordinate Certificates to receive
distributions with respect to the Trust Fund will be subordinate to the
rights of the holders of other Classes of Subordinate Certificates, in each
case to the extent described herein and in the Prospectus.
It is a condition of their issuance that each Class of the Class A
Certificates be rated not lower than "AAA," the Class B Certificates be rated
not lower than "AA," the Class C Certificates be rated not lower than "A,"
the Class D Certificates be rated not lower than "BBB" and the Class E
Certificates be rated not lower than "BBB-" by Standard & Poor's Ratings
Services ("S&P") and by Duff & Phelps Credit Rating Co. ("DCR"). It is a
condition of their issuance that the Class X Certificates be rated not lower
than "AAA" by DCR. See "Rating" herein.
There is currently no secondary market for the Offered Certificates. The
Underwriters intend to make a secondary market in the Offered Certificates,
but are not obligated to do so. There can be no assurance that a secondary
market for the Offered Certificates will develop or, if it does develop, that
it will continue. The Offered Certificates will not be listed on any
securities exchange.
If and to the extent required by applicable law or regulation, this
Prospectus Supplement and the Prospectus will be used by Chase Securities
Inc. in connection with offers and sales related to market-making
transactions in the Offered Certificates with respect to which Chase
Securities Inc. is a principal. Chase Securities Inc. may also act as agent
in such transactions. Such sales will be made at negotiated prices determined
at the time of sale.
The Offered Certificates will be represented initially by certificates
registered in the name of Cede & Co., as nominee of DTC. The interests of the
beneficial owners of the Offered Certificates will be represented by book
entries on the records of participating members of DTC. Definitive
certificates will be available for the Offered Certificates only under the
limited circumstances described herein and in the Prospectus. See
"Description of the Certificates--Book-Entry Registration and Definitive
Certificates" herein and in the Prospectus.
Elections will be made to treat two segregated pools of assets comprising
the Trust (each, a "REMIC Pool") as two separate "real estate mortgage
investment conduits" (each, a "REMIC" and, respectively, the "Upper-Tier
REMIC" and the "Lower-Tier REMIC") for federal income tax purposes. As
described more fully herein and in the Prospectus, the Certificates other
than the Residual Certificates will be
S-3
<PAGE>
designated as "regular interests" in the Upper-Tier REMIC, and the Class R
and Class LR Certificates will be designated as the "residual interests" in
the Upper-Tier REMIC and Lower-Tier REMIC, respectively. See "Certain Federal
Income Tax Consequences" herein and in the Prospectus.
Distributions on the Certificates will be made, to the extent of available
funds, on the 19th day of each month or, if any such day is not a business
day, then on the next business day, beginning in July 1997 (each, a
"Distribution Date"). As described herein, interest distributions on each
Class of Offered Certificates will be made on each Distribution Date based on
the pass-through rate (the "Pass-Through Rate") applicable to such Class, as
set forth on the cover of this Prospectus Supplement, and the stated
principal amount (the "Certificate Balance") or notional amount (the
"Notional Amount"), as the case may be, of such Class outstanding immediately
prior to such Distribution Date. Interest will accrue on the Offered
Certificates from the first day of the month preceding the month in which the
related Distribution Date occurs through the last day of such month (each
such period, an "Interest Accrual Period"). Distributions of interest and
distributions of principal, except with respect to the Class X Certificates,
on each Class of Offered Certificates will be made in the amounts and in
accordance with the priorities described herein. The Class X Certificates
will not have Certificate Balances or entitle their holders to distributions
of principal. The Class X Certificates will bear interest on the Notional
Amount outstanding from time to time. See "Description of the
Certificates--Distributions" herein.
The yield to maturity on each Class of Offered Certificates will depend
on, among other things, the rate and timing of principal payments (including
by reason of prepayments, defaults and liquidations) on the Mortgage Loans.
See "Yield and Maturity Considerations" herein and "Yield and Maturity
Considerations" and "Risk Factors--Prepayments; Average Life of Certificates;
Yields" in the Prospectus. THE YIELD TO MATURITY ON THE CLASS X CERTIFICATES
WILL BE EXTREMELY SENSITIVE TO THE RATE AND TIMING OF PRINCIPAL PAYMENTS
(INCLUDING PREPAYMENTS), PRINCIPAL LOSSES AND INTEREST RATE DECREASES DUE TO
MODIFICATIONS ON THE MORTGAGE LOANS AND TO OTHER FACTORS SET FORTH HEREIN.
INVESTORS SHOULD FULLY CONSIDER THE ASSOCIATED RISKS, INCLUDING THE RISK THAT
A RAPID RATE OF PRINCIPAL PAYMENTS AND/OR PRINCIPAL LOSSES ON THE MORTGAGE
POOL COULD RESULT IN THE FAILURE BY INVESTORS IN THE CLASS X CERTIFICATES TO
FULLY RECOUP THEIR INITIAL INVESTMENTS. SEE "YIELD AND MATURITY
CONSIDERATIONS--YIELD SENSITIVITY OF THE CLASS X CERTIFICATES" HEREIN.
THE CERTIFICATES OFFERED BY THIS PROSPECTUS SUPPLEMENT CONSTITUTE PART OF
A SEPARATE SERIES OF THE DEPOSITOR'S COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES REFERRED TO IN THE DEPOSITOR'S PROSPECTUS DATED MAY 29, 1997
WHICH ACCOMPANIES THIS PROSPECTUS SUPPLEMENT. THE PROSPECTUS CONTAINS
IMPORTANT INFORMATION REGARDING THIS OFFERING THAT IS NOT CONTAINED HEREIN,
AND PROSPECTIVE INVESTORS ARE URGED TO READ THE PROSPECTUS AND THIS
PROSPECTUS SUPPLEMENT IN FULL. SALES OF THE OFFERED CERTIFICATES MAY NOT BE
CONSUMMATED UNLESS THE PURCHASER HAS RECEIVED BOTH THIS PROSPECTUS SUPPLEMENT
AND THE PROSPECTUS.
S-4
<PAGE>
CREDIT SUPPORT STRUCTURE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Approximate Approximate
Credit Percent of
Support Total
------------------------------------------------------------------
Class A-1 $100,600,000 (AAA/AAA) 18.8%
--------------- -------------
28.0% Class A-2 $283,717,991 (AAA/AAA) 53.2%
--------------- ------------- -----------
23.0% Class X Class B $ 26,688,749 (AA/AA) 5.0%
(*/AAA) --------------- ------------- -----------
18.0% Class C $ 26,688,749 (A/A) 5.0%
--------------- ------------- -----------
12.5% Class D $ 29,357,624 (BBB/BBB) 5.5%
--------------- ------------- -----------
10.5% Class E $ 10,675,500 (BBB-/BBB-) 2.0%
--------------- ------------- -----------
5.0% Class F $ 29,357,624 Not Offered 5.5%
--------------- ------------- -----------
4.0% Class G $ 5,337,750 Not Offered 1.0%
--------------- ------------- -----------
2.5% Class H $ 8,006,625 Not Offered 1.5%
--------------- ------------- -----------
Class I $ 13,344,374 Not Offered 2.5%
--------------- ------------- -----------
Ratings: S&P/DCR
</TABLE>
* The Class X Certificates will not be rated by S&P.
SUMMARY OF CERTIFICATES
<TABLE>
<CAPTION>
INITIAL AGGREGATE INITIAL
EXPECTED CERTIFICATE PASS-THROUGH PASS-THROUGH WEIGHTED PRINCIPAL OR
RATINGS BALANCE OR RATE RATE AVERAGE LIFE** NOTIONAL PRINCIPAL
CLASS S&P/DCR NOTIONAL AMOUNT DESCRIPTION (APPROX.) (APPROX.) WINDOW**
- ------- ------------- ----------------- ------------------------ -------------- -------------- -------------------
<S> <C> <C> <C> <C> <C> <C>
Senior Classes
-----------------------------------------------------------------------------------------------------------------
A-1 AAA/AAA $100,600,000 Fixed 7.27% 4.66 7/1997 -7/2004
----- ------------- ----------------- ------------------------ -------------- -------------- -------------------
A-2 AAA/AAA $283,717,991 Fixed 7.37% 9.30 7/2004 -2/2007
----- ------------- ----------------- ------------------------ -------------- -------------- -------------------
X */AAA $533,774,986 Variable (Interest Only) 1.39762% 8.99 7/1997 -4/2015
----- ------------- ----------------- ------------------------ -------------- -------------- -------------------
Subordinate Classes
---------------------------------------------------------------------------------------------------------------
B AA/AA $ 26,688,749 Fixed 7.37% 9.74 2/2007 -4/2007
----- ------------- ----------------- ------------------------ -------------- -------------- -------------------
C A/A $ 26,688,749 Fixed 7.37% 9.80 4/2007 -4/2007
----- ------------- ----------------- ------------------------ -------------- -------------- -------------------
D BBB/BBB $ 29,357,624 Fixed 7.37% 9.87 4/2007 -5/2007
----- ------------- ----------------- ------------------------ -------------- -------------- -------------------
E BBB-/BBB- $ 10,675,500 Fixed 7.37% 10.02 5/2007 -12/2007
----- ------------- ----------------- ------------------------ -------------- -------------- -------------------
F Not Offered $ 29,357,624 Fixed 7.37% 12.66 12/2007 -10/2011
----- ------------- ----------------- ------------------------ -------------- -------------- -------------------
G Not Offered $ 5,337,750 Fixed 7.37% 14.38 10/2011 -12/2011
----- ------------- ----------------- ------------------------ -------------- -------------- -------------------
H Not Offered $ 8,006,625 Fixed 7.37% 14.84 12/2011 -5/2012
----- ------------- ----------------- ------------------------ -------------- -------------- -------------------
I Not Offered $ 13,344,374 Fixed 7.37% 15.19 5/2012 -4/2015
----- ------------- ----------------- ------------------------ -------------- -------------- -------------------
</TABLE>
* The Class X Certificates will not be rated by S&P.
** The weighted average life ("Weighted Average Life") and period during
which distributions of principal would be received (the "Principal
Window") set forth in the foregoing table with respect to each Class of
Certificates is based on the assumptions that there are no prepayments
or losses on the Mortgage Loans and no extensions of maturity dates and
otherwise on the basis of the assumptions set forth under "Yield and
Maturity Considerations--Weighted Average Life" herein.
S-5
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
SUMMARY OF PROSPECTUS SUPPLEMENT........................................................ S-9
RISK FACTORS............................................................................ S-25
Exposure of the Mortgage Pool to Adverse Economic or Other Developments Based on
Geographic Concentration.............................................................. S-25
Increased Risk of Loss Associated With Concentration of Mortgage Loans and Borrowers .. S-25
Other Financing and Affiliate Debt .................................................... S-26
Increased Risk of Default Associated with Balloon Payments ............................ S-26
Extension Risk Associated With Modification of Mortgage Loans with Balloon Payments ... S-27
Risks Associated with Commercial and Multifamily Lending Generally..................... S-27
Dependence on Tenants.................................................................. S-28
Borrower Default; Nonrecourse Mortgage Loans........................................... S-28
Risks Particular to Multifamily Properties............................................. S-28
Risks Particular to Retail Properties.................................................. S-29
Risks Particular to Office Properties.................................................. S-29
Risks Particular to Hotel Properties................................................... S-30
Risks Particular to Industrial Properties.............................................. S-30
Management............................................................................. S-30
Risks Relating to Section 8 Multifamily Properties..................................... S-31
Risks Relating to Lack of Certificateholder Control Over Trust Fund.................... S-31
Special Servicer Actions at Direction of the Directing Certificateholder .............. S-32
Yield Risk Associated With Changes in Concentrations................................... S-32
Subordination of Subordinate Offered Certificates...................................... S-32
Potential Liability to the Trust Fund Relating to a Materially Adverse Environmental
Condition............................................................................. S-32
Tax Considerations Related to Foreclosure.............................................. S-33
No Earthquake Insurance................................................................ S-33
Zoning Compliance...................................................................... S-33
Litigation............................................................................. S-33
DESCRIPTION OF THE MORTGAGE POOL........................................................ S-33
General................................................................................ S-33
Significant Borrower Concentration..................................................... S-35
Fineberg Borrower Concentration....................................................... S-35
Certain Terms and Conditions of the Mortgage Loans..................................... S-35
Prepayment Provisions................................................................. S-35
Defeasance............................................................................ S-41
Due-on-Sale and Due-on-Encumbrance Provisions......................................... S-41
Additional Mortgage Loan Information................................................... S-42
Section 8 Housing Assistance Payments Programs......................................... S-47
Underwritten Net Cash Flow............................................................. S-48
Revenue............................................................................... S-48
Vacancy............................................................................... S-48
Expenses.............................................................................. S-48
Replacement Reserves.................................................................. S-49
Assessments of Property Condition...................................................... S-49
Property Inspection................................................................... S-49
Appraisals............................................................................ S-49
Environmental Reports................................................................. S-49
Building Condition Reports............................................................ S-49
</TABLE>
S-6
<PAGE>
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
The Mortgage Loan Sellers.............................................................. S-49
Chase's Underwriting Standards......................................................... S-50
General............................................................................... S-50
Loan Analysis......................................................................... S-50
Loan Approval......................................................................... S-50
Debt Service Coverage Ratio and LTV Ratio............................................. S-50
Escrow Requirements................................................................... S-51
Bear Stearns' Underwriting Standards................................................... S-51
General............................................................................... S-51
Debt Service Coverage Ratio and LTV Ratio............................................. S-52
Borrower.............................................................................. S-52
Escrow Requirements................................................................... S-52
PWRES's Underwriting Standards......................................................... S-53
General............................................................................... S-53
Borrower Analysis..................................................................... S-53
Property Analysis..................................................................... S-53
Loan-to-Value and Debt Service Coverage Ratio Analysis................................ S-53
Escrow Requirements................................................................... S-53
Representations and Warranties; Repurchases............................................ S-54
Mortgaged Property Accounts............................................................ S-58
Lock Box Accounts..................................................................... S-58
Cash Collateral Accounts.............................................................. S-58
DESCRIPTION OF THE CERTIFICATES......................................................... S-59
General................................................................................ S-59
Paying Agent, Certificate Registrar and Authenticating Agent........................... S-60
Book-Entry Registration and Definitive Certificates.................................... S-60
General............................................................................... S-60
Definitive Certificates............................................................... S-60
Distributions.......................................................................... S-61
Method, Timing and Amount............................................................. S-61
Priority.............................................................................. S-62
Pass-Through Rates.................................................................... S-64
Interest Distribution Amount.......................................................... S-64
Principal Distribution Amount......................................................... S-64
Certain Calculations with Respect to Individual Mortgage Loans........................ S-65
Allocation of Prepayment Premiums and Yield Maintenance Charges........................ S-66
Assumed Final Distribution Date; Rated Final Distribution Date......................... S-67
Subordination; Allocation of Collateral Support Deficit................................ S-67
Advances............................................................................... S-69
Appraisal Reductions................................................................... S-70
Reports to Certificateholders; Certain Available Information........................... S-71
Voting Rights.......................................................................... S-73
Termination; Retirement of Certificates................................................ S-74
The Trustee............................................................................ S-74
The Fiscal Agent....................................................................... S-75
SERVICING OF THE MORTGAGE LOANS......................................................... S-76
General................................................................................ S-76
The Servicer........................................................................... S-78
The Special Servicer................................................................... S-78
Replacement of the Special Servicer.................................................... S-78
</TABLE>
S-7
<PAGE>
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
Servicing and Other Compensation and Payment of Expenses............................... S-79
Maintenance of Insurance............................................................... S-80
The Extension Adviser.................................................................. S-81
Election of the Extension Adviser..................................................... S-81
Duties of the Extension Adviser....................................................... S-81
Limitation on Liability of Extension Adviser.......................................... S-82
Modifications, Waiver and Amendments................................................... S-82
Realization Upon Defaulted Mortgage Loans.............................................. S-83
Inspections; Collection of Operating Information....................................... S-85
Certain Matters Regarding the Servicer, the Special Servicer and the Depositor ........ S-85
Events of Default...................................................................... S-86
Rights Upon Event of Default........................................................... S-87
Amendment.............................................................................. S-87
YIELD AND MATURITY CONSIDERATIONS....................................................... S-88
Yield Considerations................................................................... S-88
General............................................................................... S-88
Pass-Through Rate..................................................................... S-88
Rate and Timing of Principal Payments................................................. S-88
Losses and Shortfalls................................................................. S-89
Certain Relevant Factors.............................................................. S-89
Delay in Payment of Distribution...................................................... S-90
Unpaid Distributable Certificate Interest............................................. S-90
Weighted Average Life.................................................................. S-90
Yield Sensitivity of the Class X Certificates.......................................... S-95
CERTAIN FEDERAL INCOME TAX CONSEQUENCES................................................. S-95
METHOD OF DISTRIBUTION.................................................................. S-97
LEGAL MATTERS........................................................................... S-98
RATING.................................................................................. S-98
LEGAL INVESTMENT........................................................................ S-99
ERISA CONSIDERATIONS.................................................................... S-99
INDEX OF PRINCIPAL DEFINITIONS.......................................................... S-102
</TABLE>
S-8
<PAGE>
SUMMARY OF PROSPECTUS SUPPLEMENT
The following Summary is qualified in its entirety by reference to the
detailed information appearing elsewhere in this Prospectus Supplement and in
the accompanying Prospectus. Certain capitalized terms that are used in this
Summary may be defined elsewhere in this Prospectus Supplement or in the
Prospectus. An Index of Principal Definitions is included at the end of both
this Prospectus Supplement and the Prospectus. Terms that are used but not
defined in this Prospectus Supplement will have the meanings specified in the
Prospectus.
TITLE OF CERTIFICATES ......... Chase Commercial Mortgage Securities Corp.
Commercial Mortgage Pass-Through
Certificates, Series 1997-1.
DEPOSITOR ..................... Chase Commercial Mortgage Securities Corp.
The Depositor, a New York corporation, is a
wholly-owned subsidiary of The Chase
Manhattan Bank, a New York banking
corporation ("Chase"). The Depositor
maintains its principal office at 380
Madison Avenue, New York, New York
10017-2951. See "The Depositor" in the
Prospectus.
SERVICER ...................... Chase. See "Servicing of the Mortgage
Loans--The Servicer" herein. Chase will also
act as the initial Paying Agent, Certificate
Registrar and Authenticating Agent. See
"Description of the Certificates--Paying
Agent, Certificate Registrar and
Authenticating Agent" herein.
SPECIAL SERVICER .............. Midland Loan Services, L.P., a Missouri
limited partnership. See "Servicing of the
Mortgage Loans--The Special Servicer"
herein.
TRUSTEE ....................... LaSalle National Bank, a national banking
association. See "Description of the
Certificates--The Trustee" herein.
FISCAL AGENT .................. ABN AMRO Bank N.V., a Netherlands banking
corporation. See "Description of the
Certificates--The Fiscal Agent" herein.
MORTGAGE LOAN SELLERS ......... Chase, Bear, Stearns Funding Inc., a
Delaware corporation ("Bear Stearns") and
Paine Webber Real Estate Securities Inc., a
Delaware corporation ("PWRES"). Chase, Bear
Stearns and PWRES are each referred to
herein as a "Mortgage Loan Seller." See
"Description of the Mortgage Pool--The
Mortgage Loan Sellers" herein.
CUT-OFF DATE .................. June 1, 1997.
CLOSING DATE .................. On or about June 30, 1997.
DISTRIBUTION DATE ............. Distributions on the Certificates will be
made monthly on the 19th day of the month,
or, if such day is not a business day, the
next succeeding business day, commencing in
July 1997.
S-9
<PAGE>
ASSUMED FINAL DISTRIBUTION DATE.
<TABLE>
<CAPTION>
ASSUMED FINAL
CLASS DESIGNATION DISTRIBUTION DATE
- --------------------- ---------------------
<S> <C>
Class A-1 ............ July 19, 2004
Class A-2 ............ February 19, 2007
Class X .............. April 19, 2015
Class B .............. April 19, 2007
Class C .............. April 19, 2007
Class D .............. May 19, 2007
Class E .............. December 19, 2007
</TABLE>
The Assumed Final Distribution Dates set
forth above have been determined on the
basis of the assumptions described in
"Description of the Certificates--Assumed
Final Distribution Date; Rated Final
Distribution Date" herein.
RATED FINAL DISTRIBUTION DATE . The Rated Final Distribution Date for each
Class of Offered Certificates is June 19,
2029, which is the first Distribution Date
after the 24th month following the end of
the amortization term for the Mortgage Loan
that, as of the Cut-off Date, has the
longest remaining amortization term (other
than the Interest Only Loan, as defined
below). See "Description of the
Certificates--Assumed Final Distribution
Date; Rated Final Distribution Date" herein.
DENOMINATIONS ................. The Offered Certificates will be issued,
maintained and transferred on the book-entry
records of DTC and its Participants in
denominations of $25,000 initial Certificate
Balance, or in the case of the Class X
Certificates, $1,000,000 initial Notional
Amount, and integral multiples of $1,000 in
excess thereof.
CERTIFICATE REGISTRATION ...... Each Class of Offered Certificates will be
represented by one or more global
Certificates registered in the name of Cede
& Co., as nominee of DTC. No person
acquiring an interest in the Offered
Certificates (any such person, a
"Certificate Owner") will be entitled to
receive an Offered Certificate in fully
registered, certificated form (a "Definitive
Certificate"), except under the limited
circumstances described herein and in the
Prospectus. See "Description of the
Certificates--Book-Entry Registration and
Definitive Certificates" herein and in the
Prospectus.
THE MORTGAGE POOL ............. The Mortgage Pool will consist of 59
commercial and 48 multifamily fixed-rate
Mortgage Loans with an Initial Pool Balance
of approximately $533,774,987. On or prior
to the Closing Date, the Depositor will
acquire the Mortgage Loans from the Mortgage
Loan Sellers pursuant to three Mortgage Loan
Purchase and Sale Agreements, each dated as
of June 1, 1997, each between the Depositor
and the applicable Mortgage Loan Seller
(each, a "Purchase Agreement").
Each Mortgage Loan is secured by a first
priority lien on (i) a fee simple estate in
one or more commercial or multifamily
S-10
<PAGE>
properties, or (ii) with respect to 5
Mortgage Loans representing approximately
5.75% of the Initial Pool Balance, the fee
simple estate and a leasehold estate in one
or more Mortgaged Properties, or a portion
thereof, or (iii) with respect to 1 Mortgage
Loan, representing approximately 0.75% of
the Initial Pool Balance, a leasehold estate
in a Mortgaged Property (each, a "Mortgaged
Property"). The term of any ground lease
securing any Mortgage Loan, in whole or in
part, that is not also secured by the
related fee interest, extends at least 10
years beyond the stated maturity of such
Mortgage Loan. Set forth below are the
number of Mortgaged Properties and the
approximate percentage of the Initial Pool
Balance represented by such Mortgaged
Properties (based upon allocated loan
amount) that are secured by Mortgaged
Properties operated for each indicated
purpose:
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
MORTGAGED INITIAL POOL
PROPERTY TYPE PROPERTIES BALANCE(1)
- --------------- ------------ ---------------
<S> <C> <C>
Multifamily ... 51 34.06%
Retail ......... 36 33.34%
Office ......... 13 15.63%
Hotel .......... 8 8.74%
Industrial ..... 6 7.76%
Mobile Home
Communities .. 1 0.47%
</TABLE>
See "Risk Factors" and "Description of the
Mortgage Pool--Additional Mortgage Loan
Information" herein.
(1) With respect to 2 of the 4 Mortgage
Loans secured by multiple Mortgaged
Properties, the related loan amount
is allocated based upon the related
Underwritten Net Cash Flow of the
Mortgaged Property as a percentage
of the aggregate Underwritten Net
Cash Flow. With respect to the
remaining 2 Mortgage Loans secured
by multiple Mortgaged Properties,
the related loan amount is allocated
based upon the appraised value of
each Mortgaged Property.
<TABLE>
<CAPTION>
Summary of Mortgage Pool
<S> <C>
Initial Pool Balance ................................. $533,774,987
Number of Mortgage Loans ............................. 107
Number of Mortgaged Properties ....................... 115
Average Cut-off Date Balance ......................... $4,988,551
Weighted Average Mortgage Rate ....................... 8.85%
Weighted Average Original Term to Maturity .......... 126.5 Months
Weighted Average Remaining Term to Maturity ......... 121.1 Months
Weighted Average Original Amortization Term ......... 307.9 Months
Weighted Average DSCR as of the Cut-off Date ........ 1.46x
Weighted Average LTV Ratio as of the Cut-off Date ... 66.05%
Weighted Average LTV Ratio as of Maturity Date ....... 51.58%
Weighted Average Current Occupancy Rate .............. 94%
Balloon Loans as a Percentage of the Initial Pool
Balance.............................................. 93.74%
</TABLE>
S-11
<PAGE>
"DSCR", "LTV Ratio" and "Current Occupancy
Rate" are calculated as described under
"Description of the Mortgage
Pool--Additional Mortgage Loan Information"
herein.
The following tables set forth certain
anticipated characteristics of the Mortgage
Loans. The sum in any column may not equal
the indicated total due to rounding. The
descriptions in this Prospectus Supplement
of the Mortgage Loans and the Mortgaged
Properties are based upon the Mortgage Pool
as it is expected to be constituted as of
the close of business on the Closing Date,
assuming that (i) all scheduled principal
and interest payments due on or before the
Cut-off Date will be made and (ii) there
will be no principal prepayments on or
before the Cut-off Date.
GEOGRAPHIC DISTRIBUTION
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE PERCENTAGE
MORTGAGE CUT-OFF DATE OF INITIAL POOL
STATE LOANS BALANCE BALANCE
- ---------------- ----------- -------------- ---------------
<S> <C> <C> <C>
New York ........ 20 $115,515,010 21.64%
California ...... 9 64,807,462 12.14
Massachusetts .. 8 58,467,203 10.95
Pennsylvania ... 5 50,796,561 9.52
New Jersey ...... 6 35,727,119 6.69
Texas ........... 10 34,852,910 6.53
Illinois ........ 4 26,721,849 5.01
17 Other States 45 146,886,873 27.52
----------- -------------- ---------------
TOTAL ........... 107 $533,774,987 100%
=========== ============== ===============
</TABLE>
RANGE OF MORTGAGE RATES AS OF THE CUT-OFF
DATE
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE PERCENTAGE
RANGE OF MORTGAGE CUT-OFF DATE OF INITIAL POOL
MORTGAGE RATES LOANS BALANCE BALANCE
- ----------------- ----------- -------------- ---------------
<S> <C> <C> <C>
7.570% to 8.249% 5 $ 26,165,213 4.90%
8.250% to 8.499% . 7 64,572,932 12.10
8.500% to 8.749% 21 101,631,706 19.04
8.750% to 8.999% 31 123,218,880 23.08
9.000% to 9.249% 25 141,282,356 26.47
9.250% to 9.499% 11 47,421,072 8.88
9.500% to 9.750% 7 29,482,827 5.52
----------- -------------- ---------------
TOTAL ............ 107 $533,774,987 100%
=========== ============== ===============
</TABLE>
The weighted average Mortgage Rate as of the
Cut-off Date is 8.85%.
S-12
<PAGE>
RANGE OF CUT-OFF DATE BALANCES
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE PERCENTAGE
RANGE OF MORTGAGE CUT-OFF DATE OF INITIAL POOL
CUT-OFF DATE BALANCES LOANS BALANCE BALANCE
- --------------------------- ----------- -------------- ---------------
<S> <C> <C> <C>
$ 596,962 to $ 2,000,000 26 $ 31,533,355 5.91%
$ 2,000,001 to $ 4,000,000 35 101,555,503 19.03
$ 4,000,001 to $ 6,000,000 12 57,551,994 10.78
$ 6,000,001 to $ 8,000,000 15 107,929,705 20.22
$ 8,000,001 to $10,000,000 7 61,947,641 11.61
$10,000,001 to $15,000,000 7 79,557,932 14.90
$15,000,001 to $26,416,487 5 93,698,856 17.55
----------- -------------- ---------------
TOTAL ...................... 107 $533,774,987 100%
=========== ============== ===============
</TABLE>
The average Cut-off Date Balance is
$4,988,551.
RANGE OF DSCRS AS OF THE CUT-OFF DATE
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE PERCENTAGE
MORTGAGE CUT-OFF DATE OF INITIAL POOL
RANGE OF DSCR LOANS BALANCE BALANCE
- -------------------- ----------- -------------- ---------------
<S> <C> <C> <C>
0.8677x to 0.9999x. . 1 $ 2,060,824 0.39%
1.0000x to 1.1999x . 3 9,894,871 1.85
1.2000x to 1.2999x . 26 117,926,576 22.09
1.3000x to 1.3999x . 30 143,991,964 26.98
1.4000x to 1.4999x . 20 99,590,220 18.66
1.5000x to 1.5999x . 14 82,655,391 15.49
1.6000x to 3.9705x . 13 77,655,142 14.55
----------- -------------- ---------------
TOTAL ............... 107 $533,774,987 100%
=========== ============== ===============
</TABLE>
The weighted average DSCR as of the Cut-off
Date is 1.46x.
RANGE OF LTV RATIOS AS OF THE CUT-OFF DATE
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE PERCENTAGE
MORTGAGE CUT-OFF DATE OF INITIAL POOL
RANGE OF LTV RATIOS LOANS BALANCE BALANCE
- ------------------- ----------- -------------- ---------------
<S> <C> <C> <C>
26.45% to 59.99% .. 17 $113,239,292 21.21%
60.00% to 64.99% .. 19 77,267,842 14.48
65.00% to 69.99% .. 20 117,071,978 21.93
70.00% to 73.32% .. 16 96,296,980 18.04
73.33% to 76.65% .. 17 69,194,761 12.96
76.66% to 79.99% .. 7 44,275,582 8.29
80.00% to 85.00% .. 11 16,428,550 3.08
----------- -------------- ---------------
TOTAL .............. 107 $533,774,987 100%
=========== ============== ===============
</TABLE>
The weighted average LTV Ratio as of the
Cut-off Date is 66.05%.
S-13
<PAGE>
RANGE OF REMAINING TERMS TO MATURITY AS OF
THE CUT-OFF DATE
<TABLE>
<CAPTION>
RANGE OF NUMBER OF AGGREGATE PERCENTAGE
REMAINING TERMS MORTGAGE CUT-OFF DATE OF INITIAL POOL
(MOS.) LOANS BALANCE BALANCE
- -------------------- ----------- -------------- ---------------
<S> <C> <C> <C>
51 to 72 .......... 5 $ 27,403,451 5.13%
73 to 108 .......... 7 23,620,193 4.43
109 to 112 .......... 16 76,082,893 14.25
113 to 116 .......... 49 219,189,773 41.06
117 to 120 .......... 19 101,491,443 19.01
121 to 180 .......... 9 72,133,056 13.51
181 to 214 .......... 2 13,854,178 2.60
----------- -------------- ---------------
TOTAL ............... 107 $533,774,987 100%
=========== ============== ===============
</TABLE>
The weighted average remaining term to
maturity as of the Cut-off Date is 121.1
months.
See "Description of the Mortgage
Pool--Additional Mortgage Loan Information"
herein.
All of the Mortgage Loans provide for
scheduled payments of principal and/or
interest ("Monthly Payments") to be due on
the first day of each month (the "Due
Date"), and all of the Mortgage Loans,
except for 1 Mortgage Loan, representing
approximately 0.52% of the Initial Pool
Balance, provide for no more than a 10-day
grace period (with such other Mortgage Loan
having a 15-day grace period). 1 Mortgage
Loan (Loan No. 64 in Annex A), representing
approximately 0.56% of the Initial Pool
Balance (with a Debt Service Coverage Ratio
of 3.85x), provides for monthly payments of
interest only over the term of the Mortgage
Loan and the payment of the entire principal
amount of the Mortgage Loan at maturity (the
"Interest Only Loan"). All of the Mortgage
Loans bear interest at fixed Mortgage Rates.
See "Description of the Mortgage
Pool--Certain Terms and Conditions of the
Mortgage Loans" herein.
5 of the Mortgage Loans, representing
approximately 6.26% of the Initial Pool
Balance, provide for monthly payments of
principal sufficient to fully amortize each
such Mortgage Loan by its stated maturity
date. 102 of the Mortgage Loans (including
the Interest Only Loan), representing
approximately 93.74% of the Initial Pool
Balance, provide for monthly payments of
principal based on amortization schedules
significantly longer than the remaining
terms of such Mortgage Loans (or, in the
case of the Interest Only Loan, provides for
no payment of principal prior to maturity),
thereby leaving substantial principal
amounts due and payable (each such payment,
together with the corresponding interest
payment, a "Balloon Payment") on their
respective maturity dates, unless prepaid
prior thereto.
INFORMATION AVAILABLE TO
CERTIFICATEHOLDERS ........... On each Distribution Date, the Paying Agent
will prepare and forward by mail to each
holder of an Offered Certificate, with a
copy to a financial market publisher, which
is anticipated to initially be Bloomberg,
L.P., a statement as to the distribution
made on such date setting forth the amounts
distributed to the
S-14
<PAGE>
holders of the Offered Certificates. In
addition, subject to the limitations set
forth in the Pooling and Servicing
Agreement, the Paying Agent will provide to
each Certificateholder, the Underwriters,
any Certificate Owner or any prospective
investor identified as such by a Certificate
Owner or an Underwriter, upon request (at
the cost of the requesting party) the
following items: (i) all monthly statements
delivered to holders of Offered Certificates
since the Closing Date, (ii) all officer's
certificates delivered to the Paying Agent
since the Closing Date as described under
"Description of the Pooling
Agreements--Evidence as to Compliance" in
the Prospectus, (iii) all accountants'
reports delivered to the Paying Agent since
the Closing Date as described under
"Description of the Pooling
Agreements--Evidence as to Compliance" in
the Prospectus, (iv) the most recent
property inspection report prepared by or on
behalf of the Servicer or the Special
Servicer and delivered to the Paying Agent
in respect of each Mortgaged Property, (v)
any modifications, waivers or amendments of
the terms of any Mortgage Loan, (vi) any and
all statements and reports delivered to, or
collected by, the Servicer or the Special
Servicer, from the borrowers, including the
most recent annual property operating
statements, rent rolls and borrower
financial statements, to the extent such
statements and reports have been delivered
to the Paying Agent and the Paying Agent
does not reasonably determine that such
information is subject to confidentiality
requirements or that the provision of such
information would subject the Paying Agent,
the Servicer, the Special Servicer, the
Trustee or the Trust Fund to any liability,
and (vii) certain other reports and
information regarding the Mortgage Loans in
the Paying Agent's possession. See
"Description of the Certificates--Reports to
Certificateholders; Certain Available
Information" herein.
The Servicer will provide a financial market
publisher, which is anticipated to initially
be Bloomberg, L.P., quarterly with certain
current information with respect to the
Mortgaged Properties including current and
original net operating income and debt
service coverage ratios based upon
borrowers' annual operating statements and
occupancy rates, to the extent it has
received such information from the borrowers
pursuant to the related Mortgage Loan
documents.
DESCRIPTION OF THE
CERTIFICATES ................. The Certificates will be issued pursuant to
a Pooling and Servicing Agreement, to be
dated as of the Cut-off Date, among the
Depositor, the Servicer, the Special
Servicer, the Trustee and the Fiscal Agent
(the "Pooling and Servicing Agreement"), and
will represent in the aggregate the entire
beneficial ownership interest in the Trust
Fund, which will consist of the Mortgage
Pool and certain related assets.
The aggregate Certificate Balance of the
Certificates as of the Closing Date will
equal the Initial Pool Balance. Each Class
of Offered Certificates will have the
initial Certificate Balance or
S-15
<PAGE>
Notional Amount, as the case may be, set
forth on the cover page, subject to a
permitted variance of plus or minus 5%. The
Class X Certificates will not have a
Certificate Balance or entitle their holders
to distributions of principal. The Class X
Certificates will, however, represent the
right to receive distributions of interest
accrued as described herein on a notional
amount (the "Notional Amount"). The Notional
Amount of the Class X Certificates is equal
to the aggregate Stated Principal Balance of
the Mortgage Loans as of the preceding
Distribution Date (after giving effect to
the distribution of principal on such
Distribution Date) or, in the case of the
first Distribution Date, the Cut-off Date.
The Notional Amount of the Class X
Certificates is used solely for purposes of
describing the amounts of interest payable
on the Class X Certificates and does not
represent an interest in principal payments
on the Mortgage Loans. The Class F, Class G,
Class H and Class I Certificates will have
an aggregate initial Certificate Balance of
approximately $56,046,373. The Class R and
Class LR Certificates will not have
Certificate Balances. The Class F, Class G,
Class H, Class I, Class R and Class LR
Certificates are referred to herein
collectively as the "Non-Offered
Certificates." See "Description of the
Certificates--General" herein.
The Pass-Through Rate applicable to each
Class of Offered Certificates for each
Distribution Date will equal the rate for
such Class set forth or described on the
cover page. See "Description of the
Certificates--Distributions--Pass-Through
Rates" and "--Distributions--Certain
Calculations with Respect to Individual
Mortgage Loans" herein.
DISTRIBUTIONS OF PRINCIPAL
AND INTEREST ................. Available Distribution Amount. The
"Available Distribution Amount" for any
Distribution Date is, as described herein
under "Description of the
Certificates--Distributions," generally, the
total of all payments or other collections
(or available advances) on or in respect of
the Mortgage Loans that are available for
distribution on the Certificates on such
date.
The Trust Fund will include two separate
real estate mortgage investment conduits
(each, a "REMIC"). Collections on the
Mortgage Loans will be used to make payments
of principal and interest on interests (the
"Lower-Tier Interests") and the Class LR
Certificates in a REMIC (the "Lower-Tier
REMIC"). Those payments in turn will be used
to make distributions on the Certificates
(other than the Class LR Certificates),
which represent interests in a second REMIC
(the "Upper-Tier REMIC"). For purposes of
simplicity, distributions will generally be
described herein as if made directly from
collections on the Mortgage Loans to the
holders of the Certificates.
Interest Distributions. On each Distribution
Date, to the extent of the Available
Distribution Amount and subject to the
distribution priorities described herein,
each Class of Offered
S-16
<PAGE>
Certificates will be entitled to receive
distributions of interest in an aggregate
amount equal to all Distributable
Certificate Interest with respect to such
Class for such Distribution Date and, to the
extent not previously paid, for all prior
Distribution Dates (such amount, for such
Class, the "Interest Distribution Amount").
No interest will accrue on such overdue
amounts. See "Description of the Certificates
--Distributions" herein.
The "Distributable Certificate Interest" in
respect of any Class of Certificates (other
than the Class R and Class LR Certificates)
for any Distribution Date will equal one
month's interest at the then-applicable
Pass-Through Rate accrued on the Certificate
Balance or Notional Amount, as the case may
be, of such Class of Certificates
immediately prior to such Distribution Date.
Interest will accrue with respect to the
Certificates on the basis of a 360-day year
consisting of twelve 30-day months. See
"Description of the
Certificates--Distributions--Method, Timing
and Amount" herein.
Principal Distributions. On each
Distribution Date, to the extent of the
Available Distribution Amount remaining
after the distributions of interest to be
made on the Offered Certificates on such
date and subject to the distribution
priorities described herein, each Class of
Offered Certificates (other than the Class X
Certificates) will be entitled to
distributions of principal (until the
Certificate Balance of such Class of
Certificates is reduced to zero) in an
aggregate amount equal to the Principal
Distribution Amount for such Distribution
Date. See "Description of the
Certificates--Distributions--Principal
Distribution Amount" herein.
Prepayment Premiums and Yield Maintenance
Charges. On each Distribution Date, any
Prepayment Premiums and Yield Maintenance
Charges collected on the Mortgage Loans
during the related Due Period will be
distributed separately from the Available
Distribution Amount for such Distribution
Date, as follows: (a) all Yield Maintenance
Charges will be distributed to the Class X
Certificates and to the Class A, Class B,
Class C, Class D and Class E Certificates in
the manner and priority described herein
under "Description of the
Certificates--Allocation of Prepayment
Premiums and Yield Maintenance Charges", and
(b) (i) 75% of all Prepayment Premiums will
be distributed to the holders of the Class X
Certificates, and (ii) the remaining 25% of
all Prepayment Premiums will be distributed
to the holders of the Class A, Class B,
Class C, Class D, Class E and Class X
Certificates in the manner and priority
described under "Description of the
Certificates--Allocation of Prepayment
Premiums and Yield Maintenance Charges"
herein.
CERTAIN YIELD AND
PREPAYMENT CONSIDERATIONS .... In General. The yield on the Offered
Certificates of any Class will depend on,
among other things, the Pass-Through Rate
for such Certificates. The yield on any
Offered Certificate that is purchased at a
discount or premium will also be affected by
(i)
S-17
<PAGE>
the rate and timing of principal payments
(including principal prepayments) and
principal losses on the Mortgage Loans and
(ii) the extent to which such principal
payments are applied on any Distribution
Date in reduction of the Certificate Balance
or Notional Amount, as the case may be, of
the Class to which such Certificate belongs.
See "Description of the Certificates--
Distributions--Priority" and "--Distributions
--Principal Distribution Amount" herein.
An investor that purchases an Offered
Certificate at a discount should consider
the risk that a slower than anticipated rate
of principal payments on the Mortgage Loans
will result in an actual yield that is lower
than such investor's expected yield. An
investor that purchases any Offered
Certificate at a premium, particularly a
Class X Certificate, should consider the
risk that a faster than anticipated rate of
principal payments on the Mortgage Loans
will result in an actual yield that is lower
than such investor's expected yield. Insofar
as an investor's initial investment in any
Offered Certificate is repaid, there can be
no assurance that such amounts can be
reinvested in a comparable alternative
investment with a comparable yield.
The actual rate of prepayment of principal
on the Mortgage Loans cannot be predicted.
All of the Mortgage Loans contain provisions
prohibiting voluntary prepayments for a
specified amount of time after origination
and/or allow voluntary prepayments only with
the payment of a Prepayment Premium or Yield
Maintenance Charge for a specified amount of
time from origination. See the table
entitled "Prepayment Restrictions in Effect
as of the Cut-off Date" set forth in
"Description of the Mortgage Pool--Certain
Terms and Conditions of the Mortgage Loans"
herein. The investment performance of the
Offered Certificates may vary materially and
adversely from the investment expectations
of investors due to prepayments on the
Mortgage Loans being higher or lower than
anticipated by investors. The actual yield
to the holder of an Offered Certificate may
not be equal to the yield anticipated at the
time of purchase of the Certificate, and
even if the actual yield is equal to the
yield anticipated at that time, the total
return on investment expected by the
investor or the expected weighted average
life of the Certificate may not be realized.
THE YIELD TO MATURITY ON THE CLASS X
CERTIFICATES WILL BE EXTREMELY SENSITIVE TO
THE RATE AND TIMING OF PRINCIPAL PAYMENTS
(INCLUDING PREPAYMENTS), PRINCIPAL LOSSES
AND INTEREST RATE DECREASES DUE TO
MODIFICATIONS ON THE MORTGAGE LOANS AND TO
OTHER FACTORS SET FORTH HEREIN. INVESTORS
SHOULD FULLY CONSIDER THE ASSOCIATED RISKS,
INCLUDING THE RISK THAT A RAPID RATE OF
PRINCIPAL PAYMENTS AND/OR PRINCIPAL LOSSES
ON THE MORTGAGE POOL COULD RESULT IN THE
FAILURE BY INVESTORS IN THE CLASS X
CERTIFICATES TO FULLY RECOUP THEIR INITIAL
INVESTMENTS. SEE "YIELD AND MATURITY
CONSIDERATIONS--YIELD SENSITIVITY OF THE
CLASS X CERTIFICATES" HEREIN.
S-18
<PAGE>
For a discussion of certain factors
affecting prepayment of the Mortgage Loans,
see "Yield and Maturity Considerations"
herein. IN DECIDING WHETHER TO PURCHASE ANY
OFFERED CERTIFICATES, AN INVESTOR SHOULD
MAKE AN INDEPENDENT DECISION AS TO THE
APPROPRIATE PREPAYMENT ASSUMPTIONS TO BE
USED.
The structure of the Offered Certificates
causes the yield of certain Classes to be
particularly sensitive to changes in the
rates of prepayment of the Mortgage Loans
and other factors. Allocation on each
Distribution Date to the outstanding Class
or Classes of Certificates having the
highest priority with respect to
distributions of principal, for so long as
such Class remains outstanding, of the
entire Principal Distribution Amount for
such Distribution Date will generally cause
such Certificates to amortize at a faster
rate than the actual amortization rate of
the Mortgage Loans.
ADVANCES ...................... The Servicer will be required to make
advances of delinquent principal and
interest on the Mortgage Loans or, in the
case of each Mortgage Loan that is
delinquent in respect of its Balloon
Payment, an Assumed Scheduled Payment ("P&I
Advances"), in any event under the
circumstances and subject to the limitations
set forth herein. Subject to the limitations
set forth herein, the Servicer will also be
required to make advances to pay delinquent
real estate taxes, assessments and hazard
insurance premiums and similar expenses
necessary to protect and maintain the
Mortgaged Property, to maintain the lien on
the Mortgaged Property or enforce the
related Mortgage Loan documents ("Servicing
Advances," and collectively with P&I
Advances, "Advances"). In the event the
Servicer fails to make any required Advance,
the Trustee or the Fiscal Agent will be
required to make such Advance in accordance
with the terms of the Pooling and Servicing
Agreement.
P&I Advances are intended to maintain a
regular flow of scheduled interest and
principal payments to the Certificateholders
and are not intended to guarantee or insure
against losses. Advances which cannot be
reimbursed out of collections on, or in
respect of, the related Mortgage Loans
("Nonrecoverable Advances") will be
reimbursable directly from any other
collections on the Mortgage Loans as
provided herein and this will cause losses
to be borne by Certificateholders in the
priority specified herein.
The Servicer, the Trustee and the Fiscal
Agent, as the case may be, will be entitled
to interest on any Advances made, such
interest accruing at the rate and payable
under the circumstances described herein.
Interest accrued on outstanding Advances may
result in reductions in amounts otherwise
payable on the Certificates. See
"Description of the Certificates--Advances"
and "--Subordination; Allocation of
Collateral Support Deficit" herein and
"Description of the Certificates--
S-19
<PAGE>
Advances in Respect of Delinquencies" and
"Description of the Pooling Agreements--
Certificate Account" in the Prospectus.
SUBORDINATION; ALLOCATION OF
COLLATERAL SUPPORT DEFICIT ... Credit enhancement for the Offered
Certificates will be provided by the Classes
of Certificates which are subordinate to
such Offered Certificates (including, except
in the case of the Class E Certificates,
subordination provided by other Classes of
Offered Certificates to the extent provided
herein) with respect to (i) rights to
receive certain distributions of interest
and, except with respect to the Class X
Certificates, rights to receive certain
distributions of principal and (ii) the
allocation of Collateral Support Deficit.
Such subordination will be accomplished by
the application of the Available
Distribution Amount on each Distribution
Date to distributions on the respective
Classes of Certificates in the order
described herein under "Description of the
Certificates--Distributions--Priority." No
other form of credit support will be
available for the benefit of the holders of
the Offered Certificates.
Allocation on each Distribution Date to the
outstanding Class of Certificates (other
than the Class X Certificates) having the
highest priority (relative to the other
outstanding Classes of Certificates) with
respect to distributions of principal, for
so long as such Class remains outstanding,
of the Principal Distribution Amount for
such Distribution Date will generally
accelerate the amortization of the
Certificates of such Class relative to the
actual amortization of the Mortgage Loans.
To the extent that such Certificates are
amortized faster than the Mortgage Loans,
the percentage interest evidenced by such
Class of Certificates in the Trust Fund will
be decreased (with a corresponding increase
in the interest in the Trust Fund evidenced
by the remaining Classes of Certificates),
thereby increasing, relative to their
respective Certificate Balances, the
subordination afforded such Certificates by
such remaining Classes of Certificates.
As a result of losses and other shortfalls
experienced with respect to the Mortgage
Loans or otherwise with respect to the Trust
Fund (which may include, but are not limited
to, shortfalls arising from the payment of
interest accrued on Advances and
Nonrecoverable Advances and from expenses of
the Trust Fund not directly related to any
Mortgage Loan), the aggregate Stated
Principal Balance of the Mortgage Pool
expected to be outstanding immediately
following any Distribution Date may be less
than the aggregate Certificate Balance of
the Certificates immediately following the
distributions on such Distribution Date.
Such deficit (the "Collateral Support
Deficit") will be allocated (in reduction of
their respective Certificate Balances) first
to the Class I Certificates, then to the
Class H Certificates, then to the Class G
Certificates, then to the Class F Certificates,
then to the Class E Certificates, then to the
Class D Certificates, then to the Class C
Certificates, and then to the Class B
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<PAGE>
Certificates, in each case until the
related Certificate Balance has been reduced
to zero. Following the reduction of the
Certificate Balances of all such Classes of
Certificates to zero, Collateral Support
Deficit will be allocated, pro rata, to the
Class A-1 and Class A-2 Certificates until
the Certificate Balances of such Classes
have been reduced to zero. See "Description
of the Certificates--Subordination;
Allocation of Collateral Support Deficit"
herein.
A Class of Offered Certificates will be
considered outstanding until its Certificate
Balance or Notional Amount, as the case may
be, is reduced to zero; provided, however,
that reimbursement of any previously
allocated Collateral Support Deficit may
thereafter be made to such Class.
OPTIONAL TERMINATION .......... At its option, on any Distribution Date on
which the remaining aggregate Stated
Principal Balance of the Mortgage Pool is
less than 4% of the Initial Pool Balance,
the Special Servicer, the Servicer, the
holders of the Controlling Class or the
holders of the Class LR Certificates (in
that order) may purchase all, but not less
than all, of the Mortgage Loans and REO
Properties in the Trust Fund, and thereby
effect termination of the Trust Fund and
early retirement of the then outstanding
Certificates. See "Description of the
Certificates--Termination; Retirement of
Certificates" herein and "Description of the
Certificates--Termination" in the
Prospectus.
CERTAIN FEDERAL INCOME TAX
CONSEQUENCES ................. For federal income tax purposes, an election
will be made to treat two segregated pools
of assets comprising the Trust as two
separate real estate mortgage investment
conduits. All of the Classes of Offered
Certificates and the Class F, Class G, Class
H and Class I Certificates will be
designated as regular interests in the
Upper-Tier REMIC. The Class R and Class LR
Certificates will be designated as residual
interests in the Upper-Tier REMIC and
Lower-Tier REMIC, respectively.
Because they represent regular interests,
each Class of Offered Certificates generally
will be treated as newly originated debt
instruments issued by the REMIC for federal
income tax purposes. Holders of such Classes
of Certificates will be required to include
in income all interest on such Certificates
in accordance with the accrual method of
accounting, regardless of a
Certificateholder's usual method of
accounting. Although not free from doubt, it
is anticipated that the Class X Certificates
will be treated as issued with original
issue discount ("OID") for federal income
tax purposes in an amount equal to the
excess of all distributions of interest
expected to be received thereon over their
issue price (including accrued interest). It
is also anticipated that the Class A-1,
Class A-2, Class B and Class C Certificates
will be issued at a premium and that the
Class D and Class E Certificates will be
issued with de minimis OID for federal
income tax purposes. The prepayment
assumption that
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<PAGE>
will be used in determining the rate of
accrual of OID for federal income tax
purposes or whether such OID is de minimis,
and that may be used to amortize premium, is
0% CPR. NO REPRESENTATION IS MADE THAT THE
MORTGAGE LOANS WILL PREPAY AT THAT OR ANY
OTHER RATE.
For further information regarding the
federal income tax consequences of investing
in the Offered Certificates, see "Certain
Federal Income Tax Consequences" herein and
in the Prospectus.
RATING ........................ It is a condition of the issuance of the
Offered Certificates that they receive the
following credit ratings from Standard &
Poor's Ratings Services ("S&P") and Duff &
Phelps Credit Rating Co. ("DCR"):
<TABLE>
<CAPTION>
S&P DCR
-------- -------
<S> <C> <C>
Class A-1 ..... AAA AAA
Class A-2 ..... AAA AAA
Class X ....... * AAA
Class B ....... AA AA
Class C ....... A A
Class D ....... BBB BBB
Class E ....... BBB- BBB-
</TABLE>
* Not rated by S&P.
A rating addresses the likelihood of the
receipt by Certificateholders of
distributions due on the Certificates,
including in the case of the Class A, Class
B, Class C, Class D and Class E
Certificates, distribution of all principal
thereof by the Rated Final Distribution
Date. The rating takes into consideration
the characteristics of the Mortgage Loans
and the structural and legal aspects
associated with the Certificates. Each
rating assigned to the Offered Certificates
should be evaluated independently of any
other rating.
A rating is not a recommendation to buy,
sell or hold securities and may be subject
to revision or withdrawal at any time by the
assigning rating agency. In addition, a
rating does not address the likelihood or
frequency of voluntary or mandatory
prepayments of Mortgage Loans, whether and
to what extent payments of Prepayment
Premiums or Yield Maintenance Charges will
be received or the corresponding effect on
yield to investors. DCR's rating on the
Class X Certificates does not address the
possibility that Certificateholders might
suffer a lower than anticipated yield or
that if there is a rapid rate of principal
payments (including voluntary and
involuntary prepayments) or principal losses
on the Mortgage Loans, investors in such
Class of Certificates could fail to recover
their initial investment. See "Rating"
herein and "Risk Factors--Limited Nature of
Ratings" in the Prospectus.
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<PAGE>
ERISA CONSIDERATIONS ......... Fiduciaries of employee benefit plans and
certain other retirement plans and
arrangements, including individual
retirement accounts, annuities, Keogh plans
and collective investment funds and separate
accounts in which such plans, accounts,
annuities or arrangements are invested, that
are subject to the fiduciary responsibility
rules of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"),
or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code"), or
governmental plans, as defined in Section
3(32) of ERISA, subject to any federal,
state or local law ("Similar Law") similar
to the foregoing provisions of ERISA or the
Code (collectively, a "Plan"), should review
with their legal advisors whether the
purchase or holding of Offered Certificates
could give rise to a transaction that is
prohibited or is not otherwise permissible
either under ERISA, Section 4975 of the Code
or Similar Law. See "ERISA Considerations"
herein and in the Prospectus.
The U.S. Department of Labor has issued to
Chase Securities Inc., Bear, Stearns & Co.
Inc., and PaineWebber Incorporated
(collectively, the "Underwriters")
individual prohibited transaction
exemptions, PTE 90-33, 55 Fed. Reg. 23,151
(June 6, 1990), PTE 90-30, 55 Fed. Reg.
21,461 (May 24, 1990) and PTE 90-36, 55 Fed.
Reg. 25,903 (June 25, 1990), respectively
(collectively, the "Exemptions"), which
generally exempt from the application of
certain of the prohibited transaction
provisions of Section 406 of ERISA and the
excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of
the Code, transactions relating to the
purchase, sale and holding of pass-through
certificates underwritten by the
Underwriters and the servicing and operation
of related asset pools, provided that
certain conditions are satisfied.
The Depositor expects that the Exemptions
will generally apply to the Senior
Certificates but they will not apply to the
other Classes of Offered Certificates.
ACCORDINGLY, THE SUBORDINATE OFFERED
CERTIFICATES SHOULD NOT BE ACQUIRED BY, ON
BEHALF OF OR WITH ASSETS OF A PLAN, UNLESS
THE PURCHASE AND HOLDING OF SUCH CERTIFICATE
OR INTEREST THEREIN IS EXEMPT FROM THE
PROHIBITED TRANSACTION PROVISIONS OF SECTION
406 OF ERISA AND THE RELATED EXCISE TAX
PROVISIONS OF SECTION 4975 OF THE CODE UNDER
PROHIBITED TRANSACTION CLASS EXEMPTION
95-60, WHICH PROVIDES AN EXEMPTION FROM THE
PROHIBITED TRANSACTION RULES FOR CERTAIN
TRANSACTIONS INVOLVING AN INSURANCE COMPANY
GENERAL ACCOUNT. See "ERISA Considerations"
herein and in the Prospectus.
LEGAL INVESTMENT .............. None of the Offered Certificates will
constitute "mortgage related securities"
within the meaning of the Secondary Mortgage
Market Enhancement Act of 1984 ("SMMEA"). As
a result, the appropriate characterization
of the Offered Certificates under various
legal investment restrictions, and thus the
ability of investors subject to these
restrictions to purchase the
S-23
<PAGE>
Offered Certificates, may be subject to
significant interpretative uncertainties.
Investors should consult their legal
advisors to determine whether and to what
extent the Offered Certificates constitute
legal investments for them. See "Legal
Investment" herein and in the Prospectus.
RISK FACTORS .................. See "Risk Factors" immediately following
this Summary of Prospectus Supplement for a
discussion of certain factors that should be
considered in connection with the purchase
of the Offered Certificates.
S-24
<PAGE>
RISK FACTORS
Prospective purchasers of Offered Certificates should consider, among
other things, the following risk factors (as well as the risk factors set
forth under "Risk Factors" in the Prospectus) in connection with an
investment therein.
EXPOSURE OF THE MORTGAGE POOL TO ADVERSE ECONOMIC OR OTHER DEVELOPMENTS BASED
ON GEOGRAPHIC CONCENTRATION
20 Mortgage Loans, which represent approximately 21.64% of the Initial
Pool Balance, are secured by liens on Mortgaged Properties located in the
State of New York. 9 Mortgage Loans, which represent approximately 12.14% of
the Initial Pool Balance, are secured by liens on Mortgaged Properties
located in the State of California. 8 Mortgage Loans, which represent
approximately 10.95% of the Initial Pool Balance, are secured by liens on
Mortgaged Properties located in the State of Massachusetts. Other
jurisdictions also represent significant percentages of the Initial Pool
Balance, as set forth in the tables under "Description of the Mortgage
Pool--Additional Mortgage Loan Information." In general, such concentration
increases the exposure of the Mortgage Pool to any adverse economic or other
developments or acts of nature (which may result in uninsured losses) that
may occur in New York, California, Massachusetts and such other
jurisdictions. For example, in recent periods, several regions of the United
States have experienced significant downturns in the market value of real
estate. Therefore, to the extent that general economic or other relevant
conditions in states or regions in which concentrations of Mortgaged
Properties securing significant portions of the aggregate principal balance
of the Mortgage Loans are located decline and result in a decrease in
commercial property, housing or consumer demand in the region, the income
from and market value of the Mortgaged Properties may be adversely affected.
INCREASED RISK OF LOSS ASSOCIATED WITH CONCENTRATION OF MORTGAGE LOANS AND
BORROWERS
Several of the Mortgage Loans have Cut-off Date Balances that are
substantially higher than the average Cut-off Date Balance of the Mortgage
Loans. The largest Mortgage Loan in the Trust Fund (Loan Number 37 on Annex A
hereto) has a Cut-off Date Balance of approximately $26,416,486, representing
approximately 4.95% of the Initial Pool Balance. The ten largest Mortgage
Loans have Cut-off Date Balances that represent, in the aggregate,
approximately 28.50% of the Initial Pool Balance. See the table entitled "Ten
Largest Mortgage Loans" under "Description of the Mortgage Pool--Additional
Mortgage Loan Information" herein. In general, concentrations of
larger-than-average balances in a mortgage pool can result in losses that are
more severe, relative to the size of the pool, than would be the case if the
aggregate balance of the pool was more evenly distributed. See "Description
of the Mortgage Pool--Significant Borrower Concentration" herein.
4 Mortgage Loans (those whose borrower affiliation is designated
"Fineberg" on Annex A hereto) have borrowers related to each other and such
Mortgage Loans represent, in the aggregate, approximately 6.18% of the
Initial Pool Balance. The property manager for each of the related Mortgaged
Properties is Fine Hotels, Inc., a Massachusetts corporation. See
"Description of the Mortgage Pool--Significant Borrower Concentration"
herein. 7 other groups of Mortgage Loans have borrowers related to each
other, each such group of Mortgage Loans representing less than 5.00% of the
Initial Pool Balance. For more information with respect to the Mortgage Loans
with related borrower concentrations, see Annex A attached hereto. None of
the Mortgage Loans are cross-collateralized or cross-defaulted with each
other. In addition, 4 Mortgage Loans, representing approximately 2.69% of the
Initial Pool Balance are secured by more than one Mortgaged Property.
Concentration of related borrowers in a mortgage pool can pose increased
risks. Mortgaged properties that are owned by a group of related borrowers
are likely to have common management. If a mortgage pool has a concentration
of mortgage loans secured by properties owned by a group of related borrowers
having common property management, financial or other difficulties
experienced by the property manager would have a greater impact on the
mortgage pool than would be the case if the properties did not have common
management. In addition, a financial failure or bankruptcy filing involving
an affiliate of a group of affiliated borrowers, such as a common general
partner or the owner
S-25
<PAGE>
of a common general partner, would have a greater impact on the Mortgage
Pool than a financial failure or bankruptcy filing involving only one
borrower. Nonetheless, the filing of a bankruptcy petition should not
invalidate the first lien position held by the Trustee on the related
Mortgaged Property, and the Servicer is required to make Advances through
liquidation unless the Servicer determines that such Advances will not be
recoverable. See "Description of the Certificates--Advances" herein. In
addition, in the case of related borrowers, the terms of the Mortgage Loans
require that the borrowers be single-purpose entities and, in most cases,
such borrowers' organizational documents or the terms of the Mortgage Loans
limit their activities to the ownership of only the related Mortgaged
Property and limit the borrowers' ability to incur additional indebtedness.
However, there can be no assurance that such borrowers will comply with such
requirements. Further, in many cases such borrowers are not required to
observe all covenants and conditions which typically are required in order
for such borrowers to be viewed under standard rating agency criteria as
"special purpose entities." See "Certain Legal Aspects of Mortgage
Loans--Bankruptcy Laws" in the Prospectus.
OTHER FINANCING AND AFFILIATE DEBT
With respect to 27 Mortgage Loans, representing approximately 13.99% of
the Initial Pool Balance, each borrower has secured and/or unsecured debt
("Subordinate Debt") in addition to the debt owed under the Mortgage Loan.
With respect to 24 of such Mortgage Loans, representing approximately 9.97%
of the Initial Pool Balance, the Subordinate Debt is payable to an affiliate
of such borrower ("Affiliate Debt"). With respect to the remaining 3 Mortgage
Loans with Subordinate Debt, representing approximately 4.02% of the Initial
Pool Balance, such Subordinate Debt is owed to both affiliated and
unaffiliated parties. In certain cases a borrower has Subordinate Debt
payable to both affiliated and non-affiliated creditors. Each holder of
Subordinate Debt has executed a subordination agreement pursuant to which
such holder of Subordinate Debt has agreed to subordinate such Subordinate
Debt to the applicable Mortgage Loan and has agreed that such Subordinate
Debt will only be payable to the extent of the applicable borrower's excess
available cash flow at any time. In addition, with respect to 5 of the
Mortgage Loans, representing approximately 5.13% of the Initial Pool Balance,
the related borrowers do not currently owe any Subordinate Debt, but the
terms of the Mortgage Loans would allow the related borrowers to incur
Subordinate Debt under certain circumstances. In addition, the terms of 1 of
the Mortgage Loans sold by Bear Stearns to the Depositor, representing
approximately 0.95% of the Initial Pool Balance, do not restrict the related
borrower from having unsecured debt whether to an affiliate or otherwise. See
"Description of the Mortgage Pool--General" herein and "Certain Legal Aspects
of Mortgage Loans--Subordinate Financing" in the Prospectus.
Except as described above, the Mortgage Loans generally prohibit borrowers
from incurring any debt that is secured by the related Mortgaged Properties.
The Mortgage Loans do, however, generally permit the related borrowers to
incur unsecured indebtedness in limited circumstances for the purchase of
certain items used in the ordinary course of business, such as equipment and
in the case of certain of the Mortgage Loans, limited amounts of secured (but
not by the related Mortgaged Properties) or unsecured debt is permitted for
other purposes. The existence of such other indebtedness could adversely
affect the financial viability of the related borrowers or the security
interest of the lender in the equipment or other assets acquired through such
financing or could complicate bankruptcy proceedings and delay foreclosure on
the Mortgaged Property. See "Certain Legal Aspects of the Mortgage
Loans--Subordinate Financing" in the Prospectus.
INCREASED RISK OF DEFAULT ASSOCIATED WITH BALLOON PAYMENTS
102 of the Mortgage Loans, representing approximately 93.74% of the
Initial Pool Balance, do not fully amortize over their respective term to
maturity, including 1 Mortgage Loan, representing approximately 0.56% of the
Initial Pool Balance, which provides for payments of interest only over the
term of the Mortgage Loan and the payment of the entire principal amount of
such Mortgage Loan at maturity. Accordingly, such Mortgage Loans will
generally have substantial payments (that is, Balloon Payments) due at their
stated maturity unless prepaid prior thereto. Loans with balloon payments
involve a greater risk of default than self-amortizing loans because the
ability of a borrower to make a balloon
S-26
<PAGE>
payment typically will depend upon its ability either to refinance the loan
or to sell the related mortgaged property. See "Risk Factors--Balloon
Payments; Borrower Default" in the Prospectus.
EXTENSION RISK ASSOCIATED WITH MODIFICATION OF MORTGAGE LOANS WITH BALLOON
PAYMENTS
In order to maximize recoveries on defaulted Mortgage Loans, the Pooling
and Servicing Agreement enables the Special Servicer to extend and modify
Mortgage Loans that are in material default or as to which a payment default
(including the failure to make a Balloon Payment) is reasonably foreseeable,
subject, however, to the limitations described under "Servicing of the
Mortgage Loans--Modifications, Waivers and Amendments" herein. There can be
no assurance, however, that any such extension or modification will increase
the present value of recoveries in a given case. Any delay in collection of a
Balloon Payment that would otherwise be distributable in respect of a Class
of Offered Certificates, whether such delay is due to borrower default or to
modification of the related Mortgage Loan, will likely extend the weighted
average life of such Class of Offered Certificates. See "Yield and Maturity
Considerations" herein and in the Prospectus.
RISKS ASSOCIATED WITH COMMERCIAL AND MULTIFAMILY LENDING GENERALLY
The Mortgage Loans are secured by anchored and unanchored retail
properties, multifamily properties, office buildings, hotels, industrial
properties and a mobile home community. The repayment of loans secured by
commercial or multifamily properties is typically dependent upon the
successful operation of the related real estate project, the businesses
operated by the tenants and the creditworthiness of such tenants. Even the
liquidation value of a commercial or multifamily residential property is
determined more by capitalization of the property's cash flow than any
absolute value of buildings and improvements thereon. Lenders typically look
to the debt service coverage ratio (that is the ratio of net cash flow to
debt service) of a loan secured by income-producing property as an important
measure of the risk of default on such a loan. Commercial and multifamily
lending also typically involves larger loans to a single obligor than
one-to-four-family residential lending.
Commercial and multifamily property values and cash flows are subject to
volatility and may be insufficient to cover debt service on the related
Mortgage Loans at any given time. The volatility of property values and cash
flows depends upon a number of factors, including (i) the volatility of
property revenue, and (ii) the property's "operating leverage," which
generally refers to (a) the percentage of total property operating expenses
in relation to property revenue, (b) the breakdown of property operating
expenses between those that are fixed and those that vary with revenue or
occupancy and (c) the level of capital expenditures required to maintain the
property and retain or replace tenants. The net operating income and value of
the Mortgaged Properties may be adversely affected by a number of factors,
including but not limited to, national, regional and local economic
conditions; local real estate conditions; changes or continued weakness in
specific industry segments; perceptions by prospective tenants and, in the
case of retail properties, retailers and shoppers, of the safety,
convenience, services and attractiveness of the property; the willingness and
ability of the property's owner to provide capable management and adequate
maintenance; demographic factors; retroactive changes to building or similar
codes; increases in operating expenses (such as energy costs); the number of
tenants or, if applicable, the diversity of types of business operated by
such tenants; and laws regulating the maximum rent permitted to be charged to
a residential tenant. Properties with short-term, less creditworthy revenue
sources and/or relatively high operating leverage can be expected to have
more volatile cash flows than properties with medium to long-term tenant
commitments from creditworthy tenants and/or relatively low operating
leverage. A decline in the real estate market, in the financial condition of
a major tenant or a general decline in the local or national economy will
tend to have a more immediate effect on the net operating income of such
properties and may lead to higher rates of delinquency or defaults.
Historical operating results of the Mortgaged Properties may not be
comparable to future operating results.
If, during the terms of the Mortgage Loans, competing properties of a
similar type are built in the areas where the Mortgaged Properties are
located or similar properties in the vicinity of the Mortgaged Properties are
substantially updated and refurbished, the value and net operating income of
such Mortgaged Properties could be reduced. There is no assurance that the
value of any Mortgaged Property
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<PAGE>
during the term of the related Mortgage Loan will equal or exceed the
appraised value determined in connection with the origination of such
Mortgage Loan.
Additionally, some of the Mortgaged Properties may not readily be
converted to alternative uses if such Mortgaged Properties were to become
unprofitable due to competition, age of the improvements, decreased demand or
other factors. Thus, if the operation of any such Mortgaged Properties
becomes unprofitable such that the borrower becomes unable to meet its
obligations on the related loan, the liquidation value of any such Mortgaged
Property may be substantially less, relative to the amount owing on the
related loan, than would be the case if such Mortgaged Property were readily
adaptable to other uses.
DEPENDENCE ON TENANTS
The borrower under a mortgage loan secured by an income-producing property
generally relies on periodic lease or rental payments from tenants to pay for
maintenance and other operating expenses of the building, to fund capital
improvements and to service the mortgage loan and any other debt or
obligations it may have outstanding. There can be no guaranty that tenants
will renew leases upon expiration or, in the case of a commercial tenant,
that it will continue operations throughout the term of its lease. The income
of borrowers under the Mortgage Loans would be adversely affected if tenants
were unable to pay rent or if space was unable to be rented on favorable
terms or at all. In addition, upon reletting or renewing existing leases, the
borrower under a Mortgage Loan will likely be required to pay leasing
commissions and tenant improvement costs which may adversely affect cash flow
from the Mortgaged Property. There can be no assurances whether, or to what
extent, economic, legal or social factors will affect future rental or
repayment patterns.
BORROWER DEFAULT; NONRECOURSE MORTGAGE LOANS
The Mortgage Loans are not insured or guaranteed by any governmental
entity, by any private mortgage insurer, or by the Depositor, any Mortgage
Loan Seller, the Servicer, the Special Servicer, the Trustee, the Fiscal
Agent, the Underwriters or any of their respective affiliates.
Each Mortgage Loan is generally a nonrecourse loan as to which, in the
event of a default under such Mortgage Loan, recourse generally may be had
only against the specific properties and other assets that have been pledged
to secure the Mortgage Loan. See "Description of the Mortgage Pool" herein.
Consequently, payment on each Mortgage Loan prior to maturity is dependent
primarily on the sufficiency of the net cash flow of the related Mortgaged
Property, and at maturity (whether at scheduled maturity or, in the event of
a default under the related Mortgage Loan, upon the acceleration of such
maturity), upon the then market value of the related Mortgaged Property
(taking into account any adverse effect of a foreclosure proceeding on the
market value of the Mortgaged Property) or the ability of the related
borrower to refinance the Mortgaged Property. Approximately 94.34% of the
Mortgage Loans by Initial Pool Balance were originated within 12 months prior
to the Cut-off Date. Consequently, such Mortgage Loans do not have as long
standing a payment history as Mortgage Loans originated on earlier dates.
RISKS PARTICULAR TO MULTIFAMILY PROPERTIES
51 of the Mortgaged Properties, representing approximately 34.06% of the
Initial Pool Balance (by allocated loan amount), are improved by multifamily
dwellings. See the table entitled "Property Type Concentrations" under
"Description of the Mortgage Pool--Additional Mortgage Loan Information"
herein.
The successful operation of a multifamily property will depend on, among
other factors, its reputation, the ability of management to provide adequate
maintenance and insurance, and the types of services it provides. In some
cases, that operation may be affected by circumstances outside the control of
the borrower or lender, such as the deterioration of the surrounding
neighborhood, the development of competitive projects, the imposition of rent
control or changes in tax laws. All of these conditions and events may
increase the possibility that a borrower may be unable to meet its obligation
under its Mortgage Loan.
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<PAGE>
Certain states regulate the relationship of landlord and its tenants.
Commonly, these laws require a written lease, good cause for eviction and
disclosure of fees, while prohibiting unreasonable rules and retaliatory
evictions. Apartment building owners have been the subject of suits under
state "Unfair and Deceptive Practices Acts" and other general consumer
protection statutes for coercive, abusive or unconscionable leasing and sales
practices. A few states offer more significant protection. For example, there
are provisions that limit the basis on which a landlord may terminate a
tenancy or increase its rent or prohibit a landlord from terminating a
tenancy solely by reason of the sale of the building.
In addition to state regulation of the landlord-tenant relationship,
numerous counties and municipalities impose rent control on apartment
buildings. These ordinances may limit rent increases to fixed percentages, to
percentages of increases in the consumer price index, to increases set or
approved by a governmental agency, or to increases determined through
mediation or binding arbitration. In many cases, the rent control laws do not
permit vacancy decontrol. Any limitations on a borrower's ability to raise
property rents may impair such borrower's ability to repay its Mortgage Loan
from its net cash flow or the proceeds of a sale or refinancing of the
related Mortgaged Property.
RISKS PARTICULAR TO RETAIL PROPERTIES
36 of the Mortgaged Properties, representing approximately 33.34% of the
Initial Pool Balance (by allocated loan amount), are improved by retail
properties. See the table entitled "Property Type Concentrations" under
"Description of the Mortgage Pool--Additional Mortgage Loan Information"
herein. Significant factors determining the value of retail properties are
the quality of the tenants as well as fundamental aspects of real estate such
as location and market demographics. The correlation between the success of
tenant businesses and property value is more direct with respect to retail
properties than other types of commercial property because a component of the
total rent paid by retail tenants may be tied to a percentage of gross sales.
Whether a retail property is "anchored" or "unanchored" by a large retail
tenant is also an important distinction. Retail properties that are anchored
have traditionally been perceived to be less risky. While there is no strict
definition of an anchor, it is generally understood that a retail anchor
tenant is proportionately large in size and is vital in attracting customers
to the retail property, whether or not such retail anchor is located on the
related Mortgaged Property. 26 of the Mortgaged Properties, representing
approximately 25.74% of the Initial Pool Balance (by allocated loan amount),
are improved by retail properties which are "anchored" and 8 of the Mortgaged
Properties, representing approximately 5.73% of the Initial Pool Balance (by
allocated loan amount), are improved by retail properties which are
"unanchored." Furthermore, the correlation between the success of tenant
businesses and property value is increased when the property is a single
tenant property. 2 of the Mortgaged Properties, representing approximately
1.87% of the Initial Pool Balance (by allocated loan amount), are improved by
retail properties which are single tenant properties.
Unlike office or hotel properties, retail properties also face competition
from sources outside a given real estate market. Catalogue retailers, home
shopping networks, the Internet, telemarketing and outlet centers all compete
with more traditional retail properties for consumer dollars. Continued
growth of these alternative retail outlets (which are often characterized by
lower operating costs) could adversely affect the rents collectible at the
retail properties included in the Mortgage Pool.
RISKS PARTICULAR TO OFFICE PROPERTIES
13 of the Mortgaged Properties, representing approximately 15.63% of the
Initial Pool Balance (by allocated loan amount), are improved by office
properties. See the table entitled "Property Type Concentrations" under
"Description of the Mortgage Pool--Additional Mortgage Loan Information"
herein. Significant factors determining the value of office properties are
the quality of the tenants in the building, the physical attributes of the
building in relation to competing buildings and the strength and stability of
the market area as a desirable business location. Office properties may be
adversely affected if there is an economic decline in the business operated
by the tenants. The risk of such an adverse effect is increased if revenue is
dependent on a single tenant or if there is a significant concentration of
tenants in a particular business or industry.
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RISKS PARTICULAR TO HOTEL PROPERTIES
8 of the Mortgaged Properties, representing approximately 8.74% of the
Initial Pool Balance (by allocated loan amount), are improved by full service
hotels or limited service hotels. See the table entitled "Property Type
Concentrations" under "Description of the Mortgage Pool--Additional Mortgage
Loan Information" herein.
Various factors, including location, quality and franchise affiliation
affect the economic performance of a hotel. Adverse economic conditions,
either local, regional or national, may limit the amount that can be charged
for a room and may result in a reduction in occupancy levels. To meet
competition in the industry and to maintain economic values, continuing
expenditures must be made for modernizing, refurbishing, and maintaining
existing facilities prior to the expiration of their anticipated useful
lives. Because hotel rooms generally are rented for short periods of time,
hotels tend to respond more quickly to adverse economic conditions and
competition than do other commercial properties. Furthermore, the financial
strength and capabilities of the owner and operator of a hotel may have a
substantial impact on such hotel's quality of service and economic
performance. Additionally, the hotel and lodging industry is generally
seasonal in nature and this seasonality can be expected to cause periodic
fluctuations in room and other revenues, occupancy levels, room rates and
operating expenses.
Although all of the hotel properties are franchisees of national hotel
chains, the viability of any such hotel property depends in part on the
continued existence and financial strength of the franchisor, the public
perception of the franchise service mark and the duration of the franchise
license agreements. The transferability of franchise license agreements may
be restricted and, in the event of a foreclosure on any such hotel property,
the mortgagee may not have the right to use the franchise license without the
franchisor's consent. Conversely, a lender may be unable to remove a
franchisor that it desires to replace following a foreclosure. Further, in
the event of a foreclosure on a hotel property, it is unlikely that the
Trustee (or Servicer or Special Servicer) or purchaser of such hotel property
would be entitled to the rights under any liquor license for such hotel
property and such party would be required to apply in its own right for such
license or licenses. There can be no assurance that a new license could be
obtained or that it could be obtained promptly.
RISKS PARTICULAR TO INDUSTRIAL PROPERTIES
6 of the Mortgaged Properties, representing approximately 7.76% of the
Initial Pool Balance, (by allocated loan amount), are improved by industrial
properties. See the table entitled "Property Type Concentrations" under
"Description of the Mortgage Pool--Additional Mortgage Loan Information"
herein. Significant factors determining the value of industrial properties
are the quality of tenants, building design and adaptability and the location
of the property. Concerns about the quality of tenants, particularly major
tenants, are similar in both office properties and industrial properties,
although industrial properties are more frequently dependent on a single
tenant.
Industrial properties may be adversely affected by reduced demand for
industrial space occasioned by a decline in a particular industry segment
(for example, a decline in defense spending), and a particular industrial or
warehouse property that suited the needs of its original tenant may be
difficult to relet to another tenant or may become functionally obsolete
relative to newer properties.
Aspects of building site design and adaptability affect the value of an
industrial property. Site characteristics which are valuable to an industrial
property include high clear heights, wide column spacing, a large number of
bays and large bay depths, divisibility, large minimum truck turning radii
and overall functionality and accessibility.
Location is also important because an industrial property requires the
availability of labor sources, proximity to supply sources and customers and
accessibility to rail lines, major roadways and other distribution channels.
MANAGEMENT
Each Mortgaged Property is managed by a property manager (which generally
is an affiliate of the borrower) or by the borrower itself. Fine Hotels, Inc.
is the property manager with respect to
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approximately 6.18% (based on Initial Pool Balance) of the Mortgage Loans
(the "Fineberg Loans"). See "Description of the Mortgage Pool--Significant
Borrower Concentration" herein. The successful operation of a real estate
project is largely dependent on the performance and viability of the
management of such project. The property manager is responsible for
responding to changes in the local market, planning and implementing the
rental structure, including establishing levels of rent payments and advising
the borrowers so that maintenance and capital improvements can be carried out
in a timely fashion. There is no assurance regarding the performance of any
operators, leasing agents and/or managers or persons who may become operators
and/or managers upon the expiration or termination of management agreements
or following any default or foreclosure under a Mortgage Loan. In addition,
generally the property managers are operating companies and unlike limited
purpose entities, may not be restricted from incurring debt and other
liabilities in the ordinary course of business or otherwise. There can be no
assurance that the property managers will at all times be in a financial
condition to continue to fulfill their management responsibilities under the
related management agreements throughout the terms thereof.
RISKS RELATING TO SECTION 8 MULTIFAMILY PROPERTIES
2 of the Mortgage Loans (those identified as Loan Numbers 27 and 86 on
Annex A hereto) (the "HAP Loans"), representing approximately 2.12% of the
Initial Pool Balance, are secured by Mortgaged Properties which are partially
assisted on a project basis in that their owners receive Section 8 (as
defined herein) housing assistance payments from HUD under HAP Contracts in
respect of at least one unit and up to 100% of the total number of units in
each project. A "HAP Contract", as used herein, means any housing assistance
payment contract authorizing the payment of Section 8 rental subsidies by HUD
to the project owner on behalf of eligible lower income tenants tied to a
particular project unit (project-based). The owners of the related Mortgaged
Properties rely on (a) lease payments from commercial and residential tenants
and (b) Section 8 assistance payments from HUD under HAP Contracts, to pay
for maintenance and other operating expenses of the assisted Mortgaged
Properties, to fund capital improvements and to service the HAP Loans and any
other debt that may be secured by such Mortgaged Property. The HAP Contracts
with respect to both assisted Mortgaged Properties are scheduled to expire in
2010, prior to the maturity of the related HAP Loans. Upon the expiration of
the HAP Contracts, available cash flow from such Mortgaged Properties may be
adversely affected. HUD may, but is not obligated to, provide tenant-based
Section 8 assistance to the residents of such Mortgaged Properties, but such
residents may choose to live elsewhere and the continued availability of such
assistance is uncertain. Such eventuality may have an adverse effect on the
market value for the HAP Loans and the related Mortgaged Properties. In
addition, if HUD elects to take enforcement action against owners of such
Mortgaged Properties in default of their obligations under the applicable HAP
Contracts, HUD may suspend, reduce or terminate the Section 8 rental
subsidies during the term of the related HAP Contract as one of its available
enforcement remedies. Additionally, HUD may in the future elect or may be
required or permitted by Congress to take certain actions which could have
the effect of limiting increases in rent levels or decreasing rent levels
currently in effect. HUD's actions could therefore affect the ability of the
owners of the related Mortgaged Properties to meet their obligations under
the HAP Loans and to pay for necessary project expenditures, as well as the
ability of such owners to refinance the HAP Loans. As a result, the value of
the HAP Loans and the related Mortgaged Properties may decline. See
"Description of the Mortgage Pool--Section 8 Housing Assistance Payments
Programs" herein.
RISKS RELATING TO LACK OF CERTIFICATEHOLDER CONTROL OVER TRUST FUND
Certificateholders generally do not have a right to vote, except with
respect to required consents to certain amendments to the Pooling and
Servicing Agreement and, in certain cases, to replace parties to the Pooling
and Servicing Agreement. Furthermore, Certificateholders will generally not
have the right to make decisions with respect to the administration of the
Trust Fund, except for the right of the Controlling Class to replace the
Special Servicer, the right of the Directing Certificateholder to object to
any Asset Status Report and for holders of the Class A, Class B, Class C,
Class D and Class E Certificates to elect the Extension Adviser. See
"Servicing of the Mortgage Loans--General", "--The Extension Adviser" and
"--Replacement of the Special Servicer" herein. Such decisions are generally
made, subject
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to the express terms of the Pooling and Servicing Agreement, by the
Servicer, the Trustee, the Special Servicer or the Fiscal Agent, as
applicable. Any decision made by one of those parties in respect of the Trust
Fund, even if made in the best interests of the Certificateholders (as
determined by such party in its good faith and reasonable judgment), may be
contrary to the decision that would have been made by the holders of any
particular Class or Classes of Offered Certificates and may negatively affect
the interests of such holders.
SPECIAL SERVICER ACTIONS AT DIRECTION OF THE DIRECTING CERTIFICATEHOLDER
In connection with the servicing of the Specially Serviced Mortgage Loans,
the Special Servicer may, at the direction of Directing Certificateholder,
take actions with respect to such Specially Serviced Mortgage Loans that
could adversely affect the holders of some or all of the Classes of Offered
Certificates. The Directing Certificateholder will be controlled by the
Controlling Class Certificate holders, which may have interests in conflict
with those of the Certificateholders of the Classes of Offered Certificates.
As a result, it is possible that the Directing Certificateholder may direct
the Special Servicer to take actions which conflict with the interests of
certain Classes of the Offered Certificates. See "Servicing of the Mortgage
Loans--General" herein.
YIELD RISK ASSOCIATED WITH CHANGES IN CONCENTRATIONS
To the extent payments in respect of principal (including any principal
prepayments, liquidations and the principal portion of the repurchase prices
of any Mortgage Loans repurchased due to breaches of representations) are
received with respect to the Mortgage Loans, the remaining Mortgage Loans as
a group may exhibit increased concentration with respect to the type of
properties, property characteristics, number of borrowers and affiliated
borrowers or geographic location. Because unscheduled collections of
principal on the Mortgage Loans are payable first on the Classes of Class A
Certificates (in order of numerical designation until paid) and then on the
other Classes of Certificates (other than the Class X Certificates) in order
of alphabetical designation, the more subordinate Classes of Certificates are
relatively more likely to be exposed to any risks associated with changes in
concentrations of loan or property characteristics.
SUBORDINATION OF SUBORDINATE OFFERED CERTIFICATES
As and to the extent described herein, the rights of the holders of the
Subordinate Offered Certificates to receive distributions of amounts
collected or advanced on or in respect of the Mortgage Loans will be
subordinated to those of the holders of the Senior Certificates. Furthermore,
the rights of the holders of the Class E Certificates to receive
distributions of amounts collected or advanced on or in respect of the
Mortgage Loans will also be subordinated to those of the holders of the Class
D, Class C and Class B Certificates, the rights of the holders of the Class D
Certificates will also be subordinated to those of the holders of the Class C
and Class B Certificates, and the rights of the holders of the Class C
Certificates will also be subordinated to those of the holders of the Class B
Certificates. See "Description of the Certificates--Distributions--Priority"
and "--Subordination; Allocation of Collateral Support Deficit" herein.
POTENTIAL LIABILITY TO THE TRUST FUND RELATING TO A MATERIALLY ADVERSE
ENVIRONMENTAL CONDITION
An environmental site assessment was performed at each of the Mortgaged
Properties during the 12-month period prior to the date of origination of the
related Mortgage Loan. No such environmental assessment revealed any material
adverse environmental condition or circumstance at any Mortgaged Property
which has not been remediated as of the Cut-off Date. In certain cases, the
environmental consultant identified a condition or circumstance (i) which was
remediated or an escrow for such remediation was established and/or (ii) for
which the consultant recommended an operations and maintenance plan or
periodic monitoring of nearby properties, which recommendations are
consistent with industrywide practices.
The Pooling and Servicing Agreement requires that the Special Servicer
obtain an environmental site assessment of a Mortgaged Property securing a
defaulted Mortgage Loan prior to acquiring title thereto
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or assuming its operation. Such prohibition effectively precludes
enforcement of the security for the related Mortgage Note until a
satisfactory environmental site assessment is obtained (or until any required
remedial action is thereafter taken) but will decrease the likelihood that
the Trust Fund will become liable for a material adverse environmental
condition at the Mortgaged Property. However, there can be no assurance that
the requirements of the Pooling and Servicing Agreement will effectively
insulate the Trust Fund from potential liability for a materially adverse
environmental condition at any Mortgaged Property. See "Servicing of the
Mortgage Loans--Realization Upon Defaulted Mortgage Loans" herein and "Risk
Factors--Environmental Risks" and "Certain Legal Aspects of Mortgage
Loans--Environmental Risks" in the Prospectus.
TAX CONSIDERATIONS RELATED TO FORECLOSURE
If the Trust Fund were to acquire a Mortgaged Property subsequent to a
default on the related Mortgage Loan pursuant to a foreclosure or deed in
lieu of foreclosure, the Special Servicer would be required to retain an
independent contractor to operate and manage the Mortgaged Property. Any net
income from such operation and management, other than qualifying "rents from
real property," or any rental income based on the net profits of a tenant or
sub-tenant or allocable to a service that is non-customary in the area and
for the type of building involved, will subject the Trust Fund to federal
(and possibly state or local) tax on such income at the highest marginal
corporate tax rate (currently 35%), thereby reducing net proceeds available
for distribution to Certificateholders. The Trust Fund will generally be
permitted to receive such taxable "net income from foreclosure property" if
the Special Servicer determines that the net after-tax recovery to the Trust
Fund would be greater than if such REO Property were leased to a third party
at a fixed rental so as to produce qualifying "rents from real property" or
such property could not reasonably be so leased.
NO EARTHQUAKE INSURANCE
The Mortgaged Properties are not insured for any loss resulting from an
earthquake.
ZONING COMPLIANCE
Due to changes in applicable building and zoning ordinances and codes
("Zoning Laws") affecting certain of the Mortgaged Properties which have come
into effect after the construction of improvements on such Mortgaged
Properties and for other reasons, certain improvements may not comply fully
with current Zoning Laws, including density, use, parking and setback
requirements, but in certain cases qualify as permitted non-conforming uses.
Such changes may limit the ability of the borrower to rebuild the premises
"as is" in the event of a substantial casualty loss with respect thereto and
may adversely affect the ability of the borrower to meet its Mortgage Loan
obligations from cash flow.
LITIGATION
There may be legal proceedings pending and, from time to time, threatened
against the borrowers and their affiliates relating to the business of or
arising out of the ordinary course of business of the borrowers and their
affiliates. There can be no assurance that such litigation will not have a
material adverse effect on the performance of the related Mortgage Properties
and, thus, the distributions to Certificateholders.
DESCRIPTION OF THE MORTGAGE POOL
GENERAL
All percentages of the Mortgage Loans and Mortgaged Properties, or of any
specified group of Mortgage Loans and Mortgaged Properties, referred to
herein without further description are approximate percentages by Initial
Pool Balance. The Trust Fund will consist primarily of 59 commercial and 48
multifamily Mortgage Loans with an Initial Pool Balance of approximately
$533,774,987. Each Mortgage Loan is evidenced by a promissory note (a
"Mortgage Note") (or in the case of 1 Mortgage Loan, 2
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Mortgage Notes) and secured by a mortgage, deed of trust or other similar
security instrument (a "Mortgage") that (i) creates a first mortgage lien on
a fee simple estate, or (ii) with respect to 5 Mortgage Loans representing
approximately 5.75% of the Initial Pool Balance, the fee simple estate and a
leasehold estate in one or more Mortgaged Properties, or a portion thereof,
or (iii) with respect to 1 Mortgage Loan, representing approximately 0.75% of
the Initial Pool Balance, a leasehold estate in a commercial property (each,
a "Mortgaged Property"). The term of any ground lease securing any Mortgage
Loan, in whole or in part, that is not also secured by the related fee
interest, extends at least 10 years beyond the stated maturity of such
Mortgage Loan. The "Cut-off Date Balance" of any Mortgage Loan is the unpaid
principal balance thereof as of the Cut-off Date, after application of all
payments due on or before such date, whether or not received.
On or prior to the Closing Date, the Depositor will acquire the Mortgage
Loans from the Mortgage Loan Sellers pursuant to the Purchase Agreements and
will thereupon assign its interests in the Mortgage Loans, without recourse,
to the Trustee for the benefit of the Certificateholders. See "--The Mortgage
Loan Sellers" below and "Description of the Pooling Agreements--Assignment of
Mortgage Loans; Repurchases" in the Prospectus. For purposes of the
Prospectus, each Mortgage Loan Seller constitutes a Mortgage Asset Seller.
All of the Mortgage Loans were originated during the period between
October 1995 and May 1997. The Mortgage Loan Sellers (or affiliates thereof)
originated 102 of the Mortgage Loans, representing approximately 95.10% of
the Initial Pool Balance, and acquired the remaining Mortgage Loans from the
respective originators thereof, generally in accordance with the underwriting
criteria described below under "--Underwriting Standards." 50 of the Mortgage
Loans, which represent approximately 56.64% of the Initial Pool Balance, are
being sold to the Depositor by Chase, 31 of the Mortgage Loans, which
represent approximately 33.50% of the Initial Pool Balance, are being sold to
the Depositor by Bear Stearns and 26 of the Mortgage Loans, which represent
approximately 9.86% of the Initial Pool Balance, are being sold to the
Depositor by PWRES.
The Mortgage Loans are not insured or guaranteed by any Mortgage Loan
Seller, any governmental entity or private mortgage insurer. The Depositor
has not undertaken any evaluation of the significance of the recourse
provisions of any of a number of the Mortgage Loans that provide for recourse
against the related borrower or another person in the event of a default.
Accordingly, investors should consider all of the Mortgage Loans to be
nonrecourse loans as to which recourse in the case of default will be limited
to the specific property and such other assets, if any, pledged to secure a
Mortgage Loan.
With respect to 27 Mortgage Loans, representing approximately 13.99% of
the Initial Pool Balance, each borrower has secured and/or unsecured debt
("Subordinate Debt") in addition to the debt owed under the Mortgage Loan.
With respect to 24 of such Mortgage Loans with Subordinate Debt, representing
approximately 9.97% of the Initial Pool Balance, the Subordinate Debt is
payable to an affiliate of such borrower ("Affiliate Debt").
The borrowers with respect to 6 of the Mortgage Loans sold by Chase to the
Depositor, representing approximately 9.26% of the Initial Pool Balance, have
unsecured Affiliate Debt. The borrowers with respect to 3 of such Mortgage
Loans, representing approximately 4.02% of the Mortgage Pool, have additional
unsecured subordinate debt payable to an unaffiliated third party. The
aggregate amount of Subordinate Debt for all such borrowers equals
approximately $12,888,853, and the aggregate amount of Subordinate Debt which
is not Affiliate Debt is approximately $1,733,460. For each such Mortgage
Loan, the creditor has entered into a subordination agreement with Chase
acknowledging that such Subordinate Debt is non-foreclosable and
non-defaultable and imposing limits on the borrower's ability to incur any
further subordinate debt. The interest rates on such Subordinate Debt range
from 6.00% to 12.00% per annum and payments are payable solely out of excess
cash flow after monthly payments of principal and interest have been made and
any reserves required by the terms of the related Mortgage Loans have been
funded as required under the Mortgage Loan Documents.
In addition, with respect to 21 Mortgage Loans sold by PWRES to the
Depositor, representing approximately 4.73% of the Initial Pool Balance, each
related borrower owes secured and/or unsecured subordinate debt to an
affiliate of the applicable borrower. The aggregate amount of Affiliate Debt
for all
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such borrowers equals approximately $12,287,637 as of April 30, 1997, but
may increase or decrease from time to time. Each holder of such Affiliate
Debt executed a subordination agreement pursuant to which the holder of such
Affiliate Debt has agreed to subordinate such Affiliate Debt to the related
Mortgage Loans and has agreed that such Affiliate Debt will only be payable
to the extent of the related borrower's excess available cash flow after
monthly payment of principal and interest has been made and any reserves
required by the terms of the related Mortgage Loans have been funded as
required under the Mortgage Loan Documents at any time. The terms of 4 other
Mortgage Loans sold by PWRES to the Depositor, representing approximately
4.57% of the Initial Pool Balance, permit the related borrower to incur
Affiliate Debt, and the terms of 1 other Mortgage Loan sold by PWRES to the
Depositor, representing approximately 0.56% of the Initial Pool Balance,
permits the related borrower to incur Subordinate Debt, whether to an
affiliate or an unaffiliated third party, provided that, in each case, the
mortgagee consents to such debt (which consent may not be unreasonably
withheld) and generally such borrowings are incurred in connection with the
operations of the related Mortgaged Property. In addition, the terms of 1 of
the Mortgage Loans sold by Bear Stearns to the Depositor, representing
approximately 0.95% of the Initial Pool Balance, do not restrict the related
borrower from having unsecured debt whether to an affiliate or otherwise.
Certain risks relating to subordinate debt are described in "Certain Legal
Aspects of Mortgage Loans--Subordinate Financing" in the Prospectus.
SIGNIFICANT BORROWER CONCENTRATION
No Mortgage Loan has a Stated Principal Balance in excess of 5% of the
Initial Pool Balance. The only borrower concentration over 5%, based on
Initial Pool Balance, is described below.
Fineberg Borrower Concentration. The Fineberg Loans consist of 4 Mortgage
Loans, representing approximately 6.18% of the Initial Pool Balance, with a
Stated Principal Balance as of the Cut-off Date of approximately $32,973,122.
All of the Fineberg Loans are managed by Fine Hotels, Inc. and are secured by
Holiday Inn hotel properties which are located in Massachusetts and
Pennsylvania. Fine Hotels, Inc. manages over 1,800 full service hotel rooms
in the northeastern United States.
The information set forth above concerning Fine Hotels, Inc., has been
provided by Chase. Neither the Depositor nor the Underwriters make any
representation as to the accuracy or completeness of such information.
The interest rate on each of the Fineberg Loans is 9.125% and each such
Mortgage Loan has a ten-year term and payments based on a 25-year
amortization schedule. No voluntary principal prepayments are permitted for
the initial three years of the loan term, and each Fineberg Loan is
prepayable thereafter subject to the payment of a Yield Maintenance Charge
until six months prior to the related maturity date.
CERTAIN TERMS AND CONDITIONS OF THE MORTGAGE LOANS
All of the Mortgage Loans have Due Dates that occur on the first day of
each month, and all but 1 of the Mortgage Loans, representing approximately
0.52% of the Initial Pool Balance, provide for grace periods which do not
exceed 10 days (such other Mortgage Loan having a 15-day grace period). All
prepayments, if any, on the Mortgage Loans are generally required to be made
on the first day of each month and/or to include one month's interest on the
amount prepaid. All of the Mortgage Loans bear fixed interest rates.
Approximately 93.18% of the Mortgage Loans provide for monthly payments of
principal based on amortization schedules significantly longer than the
remaining terms of such Mortgage Loans. The Interest Only Loan, representing
approximately 0.56% of the Initial Pool Balance, provides for monthly
payments of interest only over its term and the payment of the entire
principal amount at maturity. Thus, such Mortgage Loans will have Balloon
Payments due at their stated maturity dates, unless prepaid prior thereto.
Prepayment Provisions. Each Mortgage Loan restricts voluntary prepayments
in one or more of the following ways: (i) by prohibiting any prepayments for
a specified period of time after the date of
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origination of such Mortgage Loan (a "Lockout Period"), (ii) by requiring
that any principal prepayment made during a specified period of time after
the date of origination of such Mortgage Loan or, in the case of a Mortgage
Loan also subject to a Lock-out Period, after the date of expiration of such
Lockout Period (a "Yield Maintenance Period") be accompanied by a Yield
Maintenance Charge (as defined below) and (iii) by imposing fees or premiums
generally equal to a percentage of the then outstanding principal balance of
such Mortgage Loan ("Prepayment Premiums") in connection with full or partial
principal prepayments for a specified period of time after the expiration of
the related Yield Maintenance Period or, in the case of Mortgage Loans not
subject to a Yield Maintenance Period, the related Lockout Period (in either
case, a "Prepayment Premium Period"). 78 of the Mortgage Loans, representing
approximately 85.87% of the Initial Pool Balance, specify a period of time
(generally between three to six months) immediately prior to the maturity
date of such Mortgage Loan during which there are no restrictions on
voluntary prepayments, 1 Mortgage Loan, representing approximately 2.86% of
the Initial Pool Balance, specifies a period of 36 months prior to maturity
during which there are no restrictions on voluntary prepayments and 26
Mortgage Loans, representing approximately 7.33% of the Initial Pool Balance,
require the payment of Yield Maintenance Charges until maturity. In the case
of the remaining 2 Mortgage Loans, representing approximately 3.93% of the
Initial Pool Balance, such Mortgage Loans are locked out until their
respective maturity dates. 1 Mortgage Loan (the Mortgage Loan identified as
Loan No. 95 on Annex A hereto) secured by 4 Mortgaged Properties,
representing approximately 0.78% of the Initial Pool Balance, provides for a
60 month Lockout Period. However, after 33 months, in connection with the
sale of one of the related Mortgaged Properties to the current tenant of such
Mortaged Property, the related borrower may pay a Yield Maintenance Charge
and prepay a stated portion of the principal balance of such Mortgage Loan.
The "Yield Maintenance Charge" will generally be equal to:
(i) with respect to Mortgage Loans sold by Chase to the Depositor: the
greater of (A) 1% (or 3% with respect to 1 such Mortgage Loan,
representing approximately 0.33% of the Initial Pool Balance) of the
entire unpaid principal balance of the Mortgage Loan at the time of
prepayment, and (B) the present value as of the date of prepayment and
calculated using the Yield Rate as the discount rate, for each month, of
the difference between (1) the remaining scheduled monthly payments of
interest that would be due on the principal being prepaid at the rate per
annum provided for in the related Mortgage Note from the date of
prepayment to the maturity date and (2) the remaining scheduled monthly
payments of interest that would be due on the principal amount being
prepaid at the Yield Rate from the date of prepayment to the maturity
date;
(ii) with respect to Mortgage Loans sold by Bear Stearns to the
Depositor: the greater of (A) 3% (or 1% in the case of 13 Mortgage Loans,
representing approximately 11.21% of the Initial Pool Balance) of the
entire unpaid principal balance (or, in the case of 18 Mortgage Loans,
representing approximately 16.89% of the Initial Pool Balance, of the
amount of principal being prepaid) of the Mortgage Loan at the time of
prepayment, and (B) the excess, if any, of (1) the product of (a) the sum
of the present value of all remaining scheduled principal and interest
payments (including, but not limited to payments due on the maturity
date), each such payment discounted to present value at the date of
prepayment at the Yield Rate (as defined below) and (b) a fraction, the
numerator of which is the principal amount being prepaid and the
denominator of which is the total outstanding principal balance at the
time of prepayment over (2) the entire principal amount being prepaid; and
(iii) with respect to Mortgage Loans sold by PWRES to the Depositor: the
greater of (A) 1% of the portion of the principal balance of the Mortgage
Loan being prepaid, and (B) the product of (i) a fraction whose numerator
is an amount equal to the portion of the principal balance of the Mortgage
Loan being prepaid and whose denominator is the outstanding principal
balance of such Mortgage Loan on the date of such prepayment, multiplied
by (ii) an amount equal to the remainder obtained by subtracting (x) an
amount equal to the entire outstanding principal balance of the Mortgage
Loan as of the date of such prepayment, from (y) the present value as of
the date of such prepayment of the remaining scheduled payments of
principal and interest on the Mortgage Loan (including the Balloon
Payment) determined by discounting such payments at the Yield Rate.
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The "Yield Rate" is a rate equal to (i) with respect to the Mortgage
Loans sold by Chase or PWRES to the Depositor, a per annum rate calculated by
the linear interpolation of the yields, as reported in "Federal Reserve
Statistical Release H.15--Selected Interest Rates" under the heading U.S.
Government Securities/Treasury constant maturities for the week ending prior
to the date of prepayment, of the U.S. Treasury constant maturities with
maturity dates (one longer and one shorter) most nearly approximating the
maturity date of the Mortgage Loan being prepaid (or such other comparable
calculation based on the United States Treasury Security set forth in such
other publication), such rate converted to a monthly equivalent and (ii) with
respect to the Mortgage Loans sold by Bear Stearns to the Depositor, the rate
which, when compounded monthly, is equivalent to the bond equivalent yield
(in the secondary market) on the United States Treasury Security having a
remaining term to maturity closest to the maturity of the Mortgage Loan as
reported in The Wall Street Journal or in some cases in Federal Reserve
"Statistical Release H.15(519), Selected Interest Rates" on a specified day
preceding the date of prepayment or acceleration. In the event Federal
Reserve Statistical Release H.15--Selected Interest Rates is no longer
published, the Servicer, on behalf of the Trustee, shall select a comparable
publication to determine the Yield Rate with respect to Mortgage Loans. With
respect to the Mortgage Loan described above which provides for a one time
partial prepayment, the "Yield Rate" with respect to such partial prepayment
is equal to the "Yield Rate" described in the immediately preceding two
sentences, plus 270 basis points.
The following table summarizes the Lockout Periods, Yield Maintenance
Periods and Prepayment Premium Periods applicable to the Mortgage Loans:
S-37
<PAGE>
PREPAYMENT RESTRICTIONS IN EFFECT AS OF THE CUT-OFF DATE
<TABLE>
<CAPTION>
ORIGINAL PERCENTAGE
TERM TO NUMBER AGGREGATE OF INITIAL
MATURITY OF CUT-OFF DATE POOL LOCKOUT
(MOS.) LOANS BALANCE BALANCE PERIOD
- -------- ------ ------------ ---------- -------
60 2 $ 7,945,358 1.49% 0/24
<S> <C> <C> <C> <C>
84 6 27,277,152 5.11 23/35
84 1 9,000,000 1.69 83
120 1 1,740,215 0.33 0
120 72 325,428,420 60.97 23/83
120 10 40,860,198 7.65 35/83
120 2 18,811,684 3.52 83
120 2 16,724,727 3.13 113/116
144 2 6,738,162 1.26 35
180 3 16,510,217 3.09 47/107
180 1 15,292,098 2.86 59
180 1 3,121,499 0.58 83
180 2 30,471,079 5.71 173/179
192 1 6,879,656 1.29 119
216 1 6,974,522 1.31 59
------ ------------ ---------- -------
TOTAL 107 $533,774,987 100%
====== ============ ==========
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
YIELD
FREELY
MAINTENANCE PREPAYMENT
PREPAYABLE
ORIGINAL CHARGES PREMIUMS
-------------- ----------- DURING
TERM TO AND/OR LAST
MATURITY YIELD MAINTENANCE CHARGE OR BEGIN END BEGIN END
(MOS.) PREPAYMENT PREMIUM DESCRIPTION MONTH MONTH MONTH MONTH
- -------- ------------------------------------------------ ------ ------- ----- ----- ----------
<S> <C> <C> <C> <C> <C> <C>
60 greater than of (i) 1% of UPB or
(ii) Yield Maintenance Charge 1/25 56 N/A N/A 3 mos.
84 greater than of (i) 1% of UPB or
(ii) Yield Maintenance Charge 24/36 77/83 N/A N/A 0/6 mos.
84 N/A 0 mos.
120 greater than of (i) 3% of UPB or
(ii) Yield Maintenance Charge for the first
7 years then fixed at 3% in year
8, 2% in year 9 and 1% in year 10 1 84 85 113 6 mos.
120 greater than of (i) 1% of UPB or
(ii) Yield Maintenance Charge 24/84 113/119 N/A N/A 0/6 mos.
120 greater than of (i) 3% of UPB or
(ii) Yield Maintenance Charge 36/84 113/119 N/A N/A 0/6 mos.
120 greater than of (i) 3% of UPB or
(ii) Yield Maintenance Charge for the first
9 years and then fixed at 1% in
year 10 84 108 109 113 6 mos.
120 N/A 3/6 mos.
144 5% yrs 4-6, 4% yr 7, 3% yr 8, 2% yr 9, 1% yrs
10-12 N/A N/A 36 140 3 mos.
180 greater than of (i) 1% of UPB or
(ii) Yield Maintenance Charge 48/108 173/176 N/A N/A 3/6 mos.
180 greater than of (i) 1% of UPB or
(ii) Yield Maintenance Charge 60 143 N/A N/A 36 mos.
180 5% yr 8-11, 4% yr 12, 3% yr 13, 2% yr 14, 1% yr
15 N/A N/A 84 173 6 mos.
180 N/A 0/6 mos.
192 greater than of (i) 1% of UPB or
(ii) Yield Maintenance Charge 120 188 N/A N/A 3 mos.
216 greater than of (i) 1% of UPB or
(ii) Yield Maintenance Charge 60 212 N/A N/A 3 mos.
------------------------------------------------ ------ ------- ----- ----- ----------
TOTAL
</TABLE>
- ------------
As used above, "Lockout Period", "Begin Month" and "End Month" are measured
in monthly payments.
As used above, "N/A" means not applicable.
As used above, "UPB" means unpaid principal balance.
S-38
<PAGE>
Prepayment Premiums and Yield Maintenance Charges are distributable as
described herein under "Description of the Certificates--Allocation of
Prepayment Premiums and Yield Maintenance Charges."
Unless a Mortgage Loan is relatively near its stated maturity date or
unless the sale price or the amount of the refinancing of the related
Mortgaged Property is considerably higher than the current outstanding
principal balance of such Mortgage Loan (due to an increase in the value of
the Mortgaged Property or otherwise), the Yield Maintenance Charge or
Prepayment Premium may, even in a relatively low interest rate environment,
offset entirely or render insignificant any economic benefit to be received
by the borrower upon a refinancing or sale of the Mortgaged Property. The
Yield Maintenance Charge or Prepayment Premium provision of a Mortgage Loan
creates an economic disincentive for the borrower to prepay such Mortgage
Loan voluntarily and, accordingly, the related borrower may elect not to
prepay such Mortgage Loan. However, there can be no assurance that the
imposition of a Yield Maintenance Charge or Prepayment Premium will provide a
sufficient disincentive to prevent a voluntary principal prepayment. All but
44 of the Mortgage Loans (representing approximately 26.75% of the Initial
Pool Balance) prohibit voluntary partial prepayments.
Certain state laws limit the amounts that a lender may collect from a
borrower as an additional charge in connection with the prepayment of a
mortgage loan. 86 of the Mortgage Loans (representing approximately 95.27% of
the Initial Pool Balance) do not require the payment of Prepayment Premiums
or Yield Maintenance Charges in connection with casualty or condemnation.
Furthermore, the enforceability, under the laws of a number of states, of
provisions providing for payments comparable to the Prepayment Premiums
and/or Yield Maintenance Charges upon an involuntary prepayment is unclear.
No assurance can be given that, at the time a Prepayment Premium or a Yield
Maintenance Charge is required to be made on a Mortgage Loan in connection
with an involuntary prepayment, the obligation to pay such Prepayment Premium
or Yield Maintenance Charge will be enforceable under applicable state law.
See "Certain Legal Aspects of Mortgage Loans--Default Interest and
Limitations on Prepayments" in the Prospectus.
The following table sets forth for each month indicated in the table, (i)
the aggregate unpaid principal balance and the percentage of the Initial Pool
Balance expected to be outstanding and (ii) the percentage of such amounts
subject to a Lockout Period, Yield Maintenance Charge or Prepayment Premium,
in each case assuming no prepayments, defaults or extensions and based also
upon the assumptions set forth preceding the tables appearing under "Yield
and Maturity Considerations--Weighted Average Life" herein.
S-39
<PAGE>
PERCENTAGE OF REMAINING POOL BALANCE SUBJECT TO PREPAYMENT RESTRICTIONS
(DOLLAR AMOUNTS EXPRESSED IN MILLIONS)
<TABLE>
<CAPTION>
IPB OUTSTANDING
- -----------------------------------------------
IPB OUTSTANDING
----------------
INITIAL AMOUNT OF
POOL IPB
DATE BALANCE MATURED AMOUNT % IPB
- -------- --------- ----------- -------- -------
<S> <C> <C> <C> <C>
6/1/97 $533.8 $ 0.0 $533.8 100%
6/1/98 $533.8 $ 6.3 $527.4 99%
6/1/99 $533.8 $ 13.3 $520.5 98%
6/1/00 $533.8 $ 20.9 $512.8 96%
6/1/01 $533.8 $ 29.5 $504.3 94%
6/1/02 $533.8 $ 46.6 $487.2 91%
6/1/03 $533.8 $ 74.7 $459.0 86%
6/1/04 $533.8 $100.5 $433.2 81%
6/1/05 $533.8 $112.0 $421.8 79%
6/1/06 $533.8 $130.4 $403.4 76%
6/1/07 $533.8 $475.7 $ 58.1 11%
6/1/08 $533.8 $480.1 $ 53.7 10%
6/1/09 $533.8 $490.1 $ 43.7 8%
6/1/10 $533.8 $495.1 $ 38.7 7%
6/1/11 $533.8 $500.6 $ 33.2 6%
6/1/12 $533.8 $531.5 $ 2.3 0%
6/1/13 $533.8 $532.4 $ 1.3 0%
6/1/14 $533.8 $533.1 $ 0.6 0%
</TABLE>
<PAGE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
PREPAYMENT RESTRICTIONS APPLICABLE TO IPB PREPAYABLE WITHOUT
OUTSTANDING ON EACH ANNIVERSARY OF THE CUT-OFF DATE PREMIUM OR CHARGE
--------------------------------------------------- ------------------
YIELD MAINTENANCE PREPAYMENT
LOCKOUT CHARGES PREMIUMS
---------------- ----------------- ----------------
DATE AMOUNT % IPB AMOUNT % IPB AMOUNT % IPB AMOUNT % IPB
- -------- -------- ------- -------- -------- -------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
6/1/97 $529.0 99.1 $ 4.7 0.9% $ 0.0 0.0% $ 0.0 0.0%
6/1/98 $500.5 94.9 $ 27.0 5.1% $ 0.0 0.0% $ 0.0 0.0%
6/1/99 $458.6 88.1 $ 61.9 11.9% $ 0.0 0.0% $ 0.0 0.0%
6/1/00 $166.2 32.4 $340.1 66.3% $ 6.5 1.3% $ 0.0 0.0%
6/1/01 $131.8 26.1 $363.1 72.0% $ 6.4 1.3% $ 3.0 0.6%
6/1/02 $100.7 20.7 $380.2 78.0% $ 6.3 1.3% $ 0.0 0.0%
6/1/03 $ 98.2 21.4 $351.0 76.5% $ 7.8 1.7% $ 2.0 0.4%
6/1/04 $ 49.7 11.5 $373.9 86.3% $ 9.7 2.2% $ 0.0 0.0%
6/1/05 $ 47.9 11.4 $364.6 86.4% $ 7.8 1.8% $ 1.6 0.4%
6/1/06 $ 42.7 10.6 $255.2 63.3% $16.4 4.1% $89.1 22.1%
6/1/07 $ 23.6 40.6 $ 27.6 47.5% $ 6.9 12.0% $ 0.0 0.0%
6/1/08 $ 22.5 41.9 $ 24.7 46.0% $ 6.5 12.1% $ 0.0 0.0%
6/1/09 $ 21.3 48.8 $ 17.2 39.5% $ 0.8 1.8% $ 4.3 9.9%
6/1/10 $ 20.0 51.8 $ 15.4 39.8% $ 0.5 1.2% $ 2.8 7.2%
6/1/11 $ 18.6 56.3 $ 5.8 17.6% $ 0.0 0.0% $ 8.7 26.1%
6/1/12 $ 0.0 0.0 $ 2.3 100.0% $ 0.0 0.0% $ 0.0 0.0%
6/1/13 $ 0.0 0.0 $ 1.3 100.0% $ 0.0 0.0% $ 0.0 0.0%
6/1/14 $ 0.0 0.0 $ 0.6 100.0% $ 0.0 0.0% $ 0.0 0.0%
</TABLE>
- ------------
As used above, "IPB" means Initial Pool Balance.
S-40
<PAGE>
Defeasance. The terms of 21 of the Mortgage Loans sold to the Depositor by
PWRES, representing approximately 4.73% of the Initial Pool Balance (the
"Non-Lockout Defeasance Loans"), grant the related borrower the option at any
time commencing two years after the Closing Date, to obtain the release of
the lien of the Mortgage on the related Mortgaged Property by substituting
for such Mortgaged Property, as collateral for the related Mortgage Note,
U.S. Treasury securities having (i) a market value at the time of the
proposed release (the "Defeasance Date") of no less than the then outstanding
principal balance of the Mortgage Note, and (ii) a cash flow for each month
from the Defeasance Date to the maturity date of the Mortgage Loan of no less
than the required monthly payment for each such month on the Mortgage Note
(including both principal and interest and including any Balloon Payment). No
Yield Maintenance Charge or Prepayment Premium will be payable in connection
with the release of a Mortgaged Property as described above.
Pursuant to the terms of the related Non-Lockout Defeasance Loan, a
borrower may only exercise a Defeasance Option if (i) exercising such option
is necessary in order for the borrower to cure a non-curable default, or (ii)
as the result of the occurrence of a casualty or condemnation with respect to
the related Mortgaged Property, the proceeds in respect of which were applied
by the mortgagee to the mandatory prepayment of the Mortgage Note and were
insufficient to allow the borrower to obtain a release of such Mortgaged
Property, or (iii) in connection with a sale of the Mortgaged Property. The
terms of the Non-Lockout Defeasance Loans do not prohibit prepayment of such
Mortgage Loans during the period of time in which defeasance is permitted.
The terms of 5 of the Mortgage Loans, representing approximately 10.53% of
the Initial Pool Balance, (the "Lockout Defeasance Loans") sold by Bear
Stearns to the Depositor grant the related borrower the option at any time
four years after origination, to obtain the release of the lien of the
Mortgage on the related Mortgaged Property by substituting for such Mortgaged
Property, as collateral for the related Mortgage Note, U.S. Treasury
securities which provide for payments on or prior to each Due Date and the
maturity date of amounts at least equal to the amounts which would have been
payable on each such date under the terms of the related Mortgage Loan. No
Yield Maintenance Charge or Prepayment Premium will be payable in connection
with the release of a Mortgaged Property as described above. The Lockout
Defeasance Loans are locked out from voluntary prepayments during the period
defeasance is permitted, except that 3 of the Mortgage Loans, representing
approximately 6.59% of the Initial Pool Balance, permit prepayment without
the payment of any penalty or charge during either the last three months or
six months prior to such Mortgage Loans' maturity dates.
"Due-on-Sale" and "Due-on-Encumbrance" Provisions. The Mortgage Loans
contain "due-on-sale" and "due-on-encumbrance" provisions that in each case,
with limited exceptions, permit the holder of the Mortgage to accelerate the
maturity of the related Mortgage Loan if the borrower sells or otherwise
transfers or encumbers the related Mortgaged Property without the consent of
the holder of the Mortgage; provided, however, under the terms of certain of
the Mortgage Loans, such consent must be granted if certain conditions are
met. Certain of the Mortgaged Properties have been, or may become, subject to
subordinate financing. See "--General" above. The Special Servicer will be
required to exercise (or waive its right to exercise) any right it may have
with respect to a Mortgage Loan containing a "due-on-sale" clause (i) to
accelerate the payments thereon, or (ii) to withhold its consent to any such
sale or transfer, consistent with the Servicing Standards. With respect to a
Mortgage Loan with a "due-on-encumbrance" clause, the Special Servicer will
be required to exercise (or waive its right to exercise) any right it may
have with respect to a Mortgage Loan containing a "due-on-encumbrance" clause
(i) to accelerate the payments thereon, or (ii) to withhold its consent to
the creation of any additional lien or other encumbrance, consistent with the
Servicing Standards. Notwithstanding the foregoing, the Special Servicer will
be required not to waive any rights under any "due-on-encumbrance" clause, or
under any "due-on-sale" clause set forth in any of the Mortgage Loans in any
loan group with related borrower concentrations in excess of 5% (described in
the second paragraph under "Risk Factors--Increased Risk of Loss Associated
with Concentration of Mortgage Loans and Borrowers" herein), unless it
obtains from each Rating Agency a written confirmation that such waiver would
not cause a downgrading, qualification or withdrawal of the ratings then
assigned to any of the Certificates; provided, however, that so long as all
holders of each Class of Certificates the ratings of which would otherwise be
downgraded, qualified or withdrawn consent to such waiver, such Rating Agency
confirmation will not be required.
S-41
<PAGE>
Notwithstanding the foregoing, the existence of any subordinated
indebtedness may increase the difficulty of refinancing the related Mortgage
Loan at maturity and the possibility that reduced cash flow could result in
deferred maintenance. Also, if the holder of the subordinated debt has filed
for bankruptcy or been placed in involuntary receivership, foreclosure of the
related Mortgage Loan could be delayed. See "Certain Legal Aspects of
Mortgage Loans--Due-on-Sale and Due-on-Encumbrance" and "--Subordinate
Financing" in the Prospectus.
ADDITIONAL MORTGAGE LOAN INFORMATION
The following tables set forth certain anticipated characteristics of the
Mortgage Loans. The sum in any column may not equal the indicated total due
to rounding. The descriptions in this Prospectus Supplement of the Mortgage
Loans and the Mortgaged Properties are based upon the Mortgage Pool as it is
expected to be constituted as of the close of business on the Closing Date,
assuming that (i) all scheduled principal and interest payments due on or
before the Cut-off Date will be made, and (ii) there will be no principal
prepayments on or before the Cut-off Date. Prior to the issuance of the
Certificates, Mortgage Loans may be removed from the Mortgage Pool and not
sold by the Mortgage Loan Sellers to the Depositor as a result of
prepayments, delinquencies, incomplete documentation or otherwise, if the
Depositor or the related Mortgage Loan Seller deems such removal necessary,
appropriate or desirable. A limited number of other mortgage loans may be
included in the Mortgage Pool prior to the issuance of the Certificates,
unless including such mortgage loans would materially alter the
characteristics of the Mortgage Pool as described herein. The Depositor
believes that the information set forth herein will be representative of the
characteristics of the Mortgage Pool as it will be constituted at the time
the Certificates are issued, although the range of Mortgage Rates and
maturities as well as other characteristics of the Mortgage Loans described
herein may vary.
A Current Report on Form 8-K (the "Form 8-K") will be available to
purchasers of the Offered Certificates on or shortly after the Closing Date
and will be filed, together with the Pooling and Servicing Agreement, with
the Securities and Exchange Commission within fifteen days after the initial
issuance of the Offered Certificates. In the event that Mortgage Loans are
removed from or added to the Mortgage Pool as set forth in the preceding
paragraph, such removal or addition will be noted in the Form 8-K.
TYPE OF MORTGAGED PROPERTIES
<TABLE>
<CAPTION>
CUT-OFF DATE
PERCENTAGE BALANCE PER
NUMBER AGGREGATE OF INITIAL NUMBER NUMBER WEIGHTED AVERAGES
OF CUT-OFF DATE POOL OF UNITS OF UNITS
PROPERTY TYPE PROPERTIES BALANCE(1) BALANCE OR NRA(2) OR NRA
-----------------------------------------------------------------------------------------------------------------
CUT-OFF
STATED DATE LTV
MTG. REMAINING OCCU- LTV RATIO AT
RATE TERM (MO.) PANCY DSCR RATIO MATURITY
- ---------------- ------------ -------------- ------------ ----------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 MULTIFAMILY 51 $181,817,526 34.06% 7,491 $24,271 8.54% 113 96% 1.49X 68.81% 57.65%
2 RETAIL,
"ANCHORED" 26 137,406,326 25.74 3,237,659 $ 42.44 8.94% 120 95% 1.43X 62.81% 50.09%
3 OFFICE 13 83,442,341 15.63 1,614,922 $ 51.67 9.00% 128 96% 1.52X 64.43% 52.31%
4 HOTEL 8 46,641,052 8.74 1,315 $35,468 9.14% 119 71% 1.54X 65.82% 53.27%
5 INDUSTRIAL 6 41,411,204 7.76 1,598,760 $ 25.90 9.02% 137 100% 1.42X 65.41% 32.05%
6 RETAIL,
"UNANCHORED" 8 30,604,701 5.73 389,420 $ 78.59 9.18% 121 93% 1.35X 69.80% 55.66%
7 RETAIL, SINGLE
TENANT 2 9,966,763 1.87 29,796 $334.50 9.25% 185 100% 1.28X 67.59% 16.47%
8 MOBILE HOME 1 2,485,073 0.47 179 $13,883 8.45% 114 99% 1.31X 62.13% 51.04%
------------ -------------- ------------
TOTAL/WEIGHTED
AVERAGE(3) 115 $533,774,987 100% 8.85% 121 94% 1.46X 66.05% 51.58%
============ ============== ============
</TABLE>
- ------------
(1) With respect to 2 of the 4 Mortgage Loans secured by multiple Mortgaged
Properties, the related loan amount is allocated based upon the related
Underwritten Net Cash Flow of the Mortgaged Property as a percentage of
the aggregate Underwritten Net Cash Flow. With respect to the remaining 2
Mortgage Loans secured by multiple Mortgaged Properties, the related loan
amount is allocated based upon the appraised value of each Mortgaged
Property.
(2) "NRA" means net rentable area and is applicable with respect to retail,
office and industrial properties.
(3) Because this table is presented at the Mortgaged Property level, weighted
averages are based on allocated loan amounts and may therefore deviate
slightly from weighted averages presented at the Mortgage Loan level in
other tables herein.
S-42
<PAGE>
RANGE OF MORTGAGE RATES AS OF THE CUT-OFF DATE
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE PERCENTAGE
RANGE OF LOANS/ CUT-OFF DATE OF INITIAL POOL
MORTGAGE RATES PROPERTIES BALANCE BALANCE
- ---------------- ------------ -------------- ---------------
<S> <C> <C> <C>
7.570% to 8.249% 5 / 5 $ 26,165,213 4.90%
8.250% to 8.499% 7 / 7 64,572,932 12.10
8.500% to 8.749% 21 / 23 101,631,706 19.04
8.750% to 8.999% 31 / 32 123,218,880 23.08
9.000% to 9.249% 25 / 30 141,282,356 26.47
9.250% to 9.499% 11 / 11 47,421,072 8.88
9.500% to 9.750% 7 / 7 29,482,827 5.52
------------ -------------- ---------------
TOTAL/WEIGHTED
AVERAGE 107 / 115 $533,774,987 100%
============ ============== ===============
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
---------------------------------------------------------
STATED CUT-OFF
RANGE OF MORTGAGE REMAINING DATE LTV RATIO AT
MORTGAGE RATES RATE TERM (MO.) DSCR LTV RATIO MATURITY
- ---------------- ---------- ----------- ------- ----------- --------------
<S> <C> <C> <C> <C> <C>
7.570% to 8.249% 7.73% 81 1.60x 69.55% 63.57%
8.250% to 8.499% 8.39% 124 1.49x 66.93% 57.61%
8.500% to 8.749% 8.62% 121 1.56x 61.98% 46.88%
8.750% to 8.999% 8.88% 122 1.44x 67.25% 53.61%
9.000% to 9.249% 9.10% 127 1.45x 66.19% 48.03%
9.250% to 9.499% 9.32% 126 1.30x 67.92% 50.07%
9.500% to 9.750% 9.59% 113 1.41x 66.35% 54.92%
TOTAL/WEIGHTED
AVERAGE 8.85% 121 1.46X 66.05% 51.58%
</TABLE>
MORTGAGE LOANS BY STATE
<TABLE>
<CAPTION>
NUMBER OF AGGREGATE PERCENTAGE
LOANS/ CUT-OFF DATE OF INITIAL POOL
STATE PROPERTIES BALANCE BALANCE
- -------------- ------------ -------------- ---------------
<S> <C> <C> <C>
New York 20 / 25 $115,515,010 21.64%
California 9 / 9 64,807,462 12.14
Massachusetts 8 / 8 58,467,203 10.95
Pennsylvania 5 / 5 50,796,561 9.52
New Jersey 6 / 7 35,727,119 6.69
Texas 10 / 10 34,852,910 6.53
Illinois 4 / 4 26,721,849 5.01
Nevada 2 / 2 25,169,555 4.72
Michigan 7 / 7 24,387,177 4.57
Florida 9 / 9 17,159,529 3.21
Tennessee 2 / 2 15,000,000 2.81
Virginia 2 / 4 9,202,355 1.72
Mississippi 2 / 2 8,974,199 1.68
Nebraska 1 / 1 7,117,039 1.33
South Carolina 2 / 2 6,738,162 1.26
Indiana 5 / 5 5,279,780 0.99
Maryland 1 / 1 5,057,210 0.95
Colorado 1 / 1 4,685,561 0.88
Washington 2 / 2 3,655,217 0.68
Georgia 2 / 2 3,515,934 0.66
New Mexico 1 / 1 3,150,000 0.59
Kentucky 3 / 3 2,947,689 0.55
Arizona 1 / 1 2,750,000 0.52
Ohio 2 / 2 2,097,463 0.39
------------ -------------- ---------------
TOTAL/WEIGHTED
AVERAGE 107 / 115 $533,774,987 100%
============ ============== ===============
</TABLE>
<PAGE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
-----------------------------------------------------------------------------------
------------------------------
STATED CUT-OFF
MORTGAGE REMAINING DATE LTV RATIO AT
STATE RATE TERM (MO.) DSCR LTV RATIO MATURITY
- -------------- ---------- ----------- ------- ----------- --------------
<S> <C> <C> <C> <C> <C>
New York 9.05% 137 1.44x 63.16% 43.96%
California 8.74% 118 1.37x 64.99% 50.28%
Massachusetts 9.08% 131 1.47x 66.31% 39.15%
Pennsylvania 8.68% 107 1.36x 72.37% 63.39%
New Jersey 9.10% 115 1.39x 65.58% 56.00%
Texas 8.98% 112 1.35x 71.93% 61.94%
Illinois 8.15% 102 1.44x 73.74% 66.33%
Nevada 8.90% 137 1.79x 48.81% 27.89%
Michigan 8.29% 83 1.97x 62.23% 56.09%
Florida 8.99% 113 1.26x 75.02% 66.25%
Tennessee 8.42% 154 2.07x 51.03% 41.18%
Virginia 9.15% 114 1.35x 69.56% 60.16%
Mississippi 8.77% 115 1.33x 65.03% 56.86%
Nebraska 8.89% 115 1.38x 73.37% 60.83%
South Carolina 9.13% 142 1.54x 62.39% 48.31%
Indiana 8.77% 115 1.29x 80.06% 71.50%
Maryland 9.58% 110 1.31x 67.43% 56.99%
Colorado 8.50% 115 1.29x 75.57% 67.17%
Washington 8.68% 114 1.35x 72.43% 60.60%
Georgia 8.81% 115 1.36x 83.73% 74.82%
New Mexico 8.65% 84 1.58x 67.02% 59.74%
Kentucky 8.81% 115 1.28x 73.65% 65.81%
Arizona 8.17% 120 2.01x 55.00% 44.61%
Ohio 8.74% 116 1.22x 75.16% 67.09%
TOTAL/WEIGHTED
AVERAGE 8.85% 121 1.46X 66.05% 51.58%
</TABLE>
S-43
<PAGE>
RANGE OF REMAINING TERMS IN MONTHS
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
---------------------------------------------------------
NUMBER AGGREGATE PERCENTAGE OF STATED CUT-OFF
RANGE OF OF LOANS/ CUT-OFF DATE INITIAL POOL MORTGAGE REMAINING DATE LTV RATIO AT
REMAINING TERMS PROPERTIES BALANCE BALANCE RATE TERM (MO.) DSCR LTV RATIO MATURITY
- ----------------- ------------ -------------- --------------- ---------- ----------- ------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
51 to 72 5 / 5 $ 27,403,451 5.13% 7.82% 63 2.28x 59.47% 55.73%
73 to 108 7 / 7 23,620,193 4.43 8.89% 89 1.39x 66.21% 58.97%
109 to 112 16 / 16 76,082,893 14.25 9.28% 110 1.32x 70.42% 61.29%
113 to 116 49 / 55 219,189,773 41.06 8.77% 115 1.40x 68.80% 57.91%
117 to 120 19 / 21 101,491,443 19.01 8.97% 118 1.51x 63.32% 53.91%
121 to 180 9 / 9 72,133,056 13.51 8.85% 173 1.51x 59.31% 24.74%
181 to 214 2 / 2 13,854,178 2.60 9.00% 200 1.19x 66.41% 0.00%
------------ -------------- ---------------
TOTAL/WEIGHTED
AVERAGE 107 / 115 $533,774,987 100% 8.85% 121 1.46X 66.05% 51.58%
============ ============== ===============
</TABLE>
YEARS OF MATURITY
<TABLE>
<CAPTION>
WEIGHTED AVERAGE
---------------------------------------------------------
NUMBER AGGREGATE PERCENTAGE OF STATED CUT-OFF
OF LOANS/ CUT-OFF DATE INITIAL POOL MORTGAGE REMAINING DATE LTV RATIO AT
YEARS OF MATURITY PROPERTIES BALANCE BALANCE RATE TERM (MO.) DSCR LTV RATIO MATURITY
- ------------------- ------------ -------------- --------------- ---------- ----------- ------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2001 2 / 2 $ 7,945,358 1.49% 8.45% 52 3.93x 28.51% 27.85%
2003 4 / 4 21,639,189 4.05 7.76% 69 1.59x 70.95% 65.91%
2004 3 / 3 14,637,963 2.74 8.69% 83 1.42x 67.06% 59.85%
2005 1 / 1 1,740,215 0.33 8.35% 101 1.18x 74.05% 66.26%
2006 30 / 34 130,179,459 24.39 9.12% 111 1.38x 67.41% 56.36%
2007 56 / 60 271,645,569 50.89 8.83% 116 1.43x 67.77% 58.06%
2009 2 / 2 6,738,162 1.26 9.13% 142 1.54x 62.39% 48.31%
2011 3 / 3 18,500,548 3.47 9.03% 172 1.53x 62.33% 30.97%
2012 5 / 5 53,774,001 10.07 8.74% 179 1.45x 58.54% 16.48%
2015 1 / 1 6,974,522 1.31 9.25% 214 1.23x 68.38% 0.00%
------------ -------------- ---------------
TOTAL/WEIGHTED
AVERAGE 107 / 115 $533,774,987 100% 8.85% 121 1.46X 66.05% 51.58%
============ ============== ===============
</TABLE>
RANGE OF YEARS BUILT
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
---------------------------------------------------------
NUMBER AGGREGATE PERCENTAGE OF STATED CUT-OFF
RANGE OF OF CUT-OFF DATE INITIAL POOL MORTGAGE REMAINING DATE LTV RATIO AT
YEARS BUILT PROPERTIES BALANCE BALANCE RATE TERM (MO.) DSCR LTV RATIO MATURITY
- ----------------- ------------ -------------- --------------- ---------- ----------- ------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1886 to 1940 11 $ 58,353,430 10.93% 8.86% 136 1.57x 64.41% 51.54%
1941 to 1958 8 55,267,667 10.35 8.98% 148 1.43x 60.45% 37.57%
1959 to 1967 14 93,730,316 17.56 8.82% 131 1.33x 70.78% 44.60%
1968 to 1972 16 87,823,786 16.45 8.67% 111 1.44x 64.51% 52.60%
1973 to 1980 21 93,078,996 17.44 8.86% 109 1.59x 64.99% 54.08%
1981 to 1985 29 63,109,519 11.82 8.82% 111 1.33x 73.77% 65.18%
1986 to 1993 16 82,411,272 15.44 9.01% 113 1.55x 62.57% 54.65%
------------ -------------- ---------------
TOTAL/WEIGHTED
AVERAGE (1) 115 $533,774,987 100% 8.85% 121 1.46X 66.05% 51.58%
============ ============== ===============
</TABLE>
- ------------
(1) Because this table is presented at the Mortgaged Property level,
weighted averages are based on allocated loan amounts and may
therefore deviate slightly from weighted averages presented at the
Mortgage Loan level in other tables herein.
S-44
<PAGE>
TEN LARGEST MORTGAGE LOANS
<TABLE>
<CAPTION>
AGGREGATE PERCENTAGE OF STATED CUT-OFF
NUMBER OF CUT-OFF DATE INITIAL POOL MORTGAGE REMAINING DATE LTV RATIO AT
PROPERTY NAME PROPERTIES BALANCE BALANCE RATE TERM (MO.) DSCR LTV RATIO MATURITY
- ------------------- ------------ -------------- --------------- ---------- ----------- ------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Chestnut Hill
Village 1 $ 26,416,486 4.95% 8.38% 115 1.31x 77.24% 68.49%
Southtown Plaza 1 18,471,079 3.46 8.66% 179 1.55x 46.18% 19.72%
Harbor Island
Apartments 1 18,289,899 3.43 8.95% 119 2.03x 42.93% 38.38%
J. Baker Corporate
Facility 1 15,292,098 2.86 9.00% 175 1.33x 72.82% 0.00%
390 Fifth Avenue 1 15,229,293 2.85 8.88% 115 1.29x 71.50% 59.26%
Warner Financial &
Medical Plaza 1 13,974,727 2.62 8.95% 118 1.34x 68.17% 56.44%
Cummins Station 1 12,000,000 2.25 8.44% 180 1.62x 55.81% 43.50%
Puck Building 1 10,922,208 2.05 9.22% 172 1.59x 60.68% 40.82%
Holmdel Plaza 1 10,788,058 2.02 8.96% 118 1.41x 70.05% 62.67%
Foothills
Apartments 1 10,756,999 2.02 8.40% 116 1.23x 58.15% 47.62%
------------ -------------- ---------------
TOTAL/WEIGHTED
AVERAGE 10 $152,140,849 28.50% 8.75% 139 1.47X 62.75% 44.19%
============ ============== ===============
</TABLE>
The following table sets forth a range of Debt Service Coverage Ratios for
the Mortgage Loans as of the Cut-off Date. The "Debt Service Coverage Ratio"
or "DSCR" for any Mortgage Loan is the ratio of (i) Underwritten Net Cash
Flow produced by the related Mortgaged Property or Mortgaged Properties to
(ii) the aggregate amount of the Monthly Payments due for the 12-month period
immediately following the Cut-off Date except with respect to 21 of the
Mortgage Loans (whose borrower affiliations are designated as "Cardinal" in
Annex A) representing approximately 4.73% of the Initial Pool Balance, where
Monthly Payments are interest only until approximately 36 months after
origination, after which such Mortgage Loans amortize based upon a 25-year
amortization schedule. For the purposes of calculating DSCR, the debt service
of such Mortgage Loans is assumed to include interest and principal (based on
a 25-year amortization schedule).
RANGE OF DEBT SERVICE COVERAGE RATIOS AS OF THE CUT-OFF DATE
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
---------------------------------------------------------
NUMBER AGGREGATE PERCENTAGE STATED CUT-OFF
RANGE OF OF LOANS/ CUT-OFF DATE OF INITIAL POOL MORTGAGE REMAINING DATE LTV RATIO AT
DSCRS PROPERTIES BALANCE BALANCE RATE TERM (MO.) DSCR LTV RATIO MATURITY
- ------------------- ------------ -------------- --------------- ---------- ----------- ------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0.8677x to 0.9999x 1 / 1 $ 2,060,824 0.39% 9.00% 108 0.87x 79.26% 71.37%
1.0000x to 1.1999x 3 / 3 9,894,871 1.85 8.66% 161 1.16x 66.94% 19.79%
1.2000x to 1.2999x 26 / 26 117,926,576 22.09 8.93% 120 1.26x 71.40% 58.67%
1.3000x to 1.3999x 30 / 31 143,991,964 26.98 8.89% 120 1.34x 70.86% 52.73%
1.4000x to 1.4999x 20 / 25 99,590,220 18.66 8.97% 115 1.44x 66.25% 56.27%
1.5000x to 1.5999x 14 / 16 82,655,391 15.49 8.69% 134 1.56x 60.99% 42.45%
1.6000x to 3.9705x 13 / 13 77,655,142 14.55 8.71% 115 1.99x 53.67% 45.91%
------------ -------------- ---------------
TOTAL/WEIGHTED
AVERAGE 107 / 115 $533,774,987 100% 8.85% 121 1.46X 66.05% 51.58%
============ ============== ===============
</TABLE>
<PAGE>
RANGE OF CURRENT OCCUPANCY RATES(1)
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
---------------------------------------------------------
NUMBER AGGREGATE PERCENTAGE STATED CUT-OFF
RANGE OF OF CUT-OFF DATE OF INITIAL POOL MORTGAGE REMAINING DATE LTV RATIO AT
OCCUPANCY RATES PROPERTIES BALANCE BALANCE RATE TERM (MO.) DSCR LTV RATIO MATURITY
- ----------------- ------------ -------------- --------------- ---------- ----------- ------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
65.70% to 86.99% 15 $ 73,663,113 13.80% 9.05% 117 1.47x 67.44% 55.90%
87.00% to 88.99% 3 9,180,368 1.72 8.64% 117 1.29x 74.59% 66.36%
89.00% to 90.99% 6 32,146,818 6.02 8.72% 151 1.47x 57.89% 38.21%
91.00% to 92.99% 12 42,269,963 7.92 8.82% 107 1.50x 67.10% 59.60%
93.00% to 94.99% 12 57,361,268 10.75 8.54% 119 1.49x 65.77% 57.31%
95.00% to 96.99% 15 88,780,965 16.63 8.64% 112 1.36x 70.47% 60.87%
97.00% to 100.00% 52 230,372,491 43.16 8.98% 125 1.50x 64.60% 45.01%
------------ -------------- ---------------
TOTAL/WEIGHTED
AVERAGE (2) 115 $533,774,987 100% 8.85% 121 1.46X 66.05% 51.58%
============ ============== ===============
</TABLE>
- ------------
(1) Current occupancy rates have been calculated herein based upon rent
rolls made available to the applicable Mortgage Loan Seller by the
related borrowers as of the dates set forth on Annex A hereto.
(2) Because this table is presented at the Mortgaged Property level,
weighted averages are based on allocated loan amounts and may therefore
deviate slightly from weighted averages presented at the Mortgage Loan
level in other tables herein.
S-45
<PAGE>
RANGE OF CUT-OFF DATE BALANCES
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
---------------------------------------------------------
RANGE OF NUMBER AGGREGATE PERCENTAGE STATED CUT-OFF
CUT-OFF DATE OF LOANS/ CUT-OFF DATE OF INITIAL POOL MORTGAGE REMAINING DATE LTV RATIO AT
BALANCES PROPERTIES BALANCE BALANCE RATE TERM (MO.) DSCR LTV RATIO MATURITY
- ------------------- ------------ -------------- --------------- ---------- ----------- ------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 596,962 to $ 2,000,000 26 / 27 $ 31,533,355 5.91% 8.83% 116 1.35x 74.23% 63.67%
$ 2,000,001 to $ 4,000,000 35 / 37 101,555,503 19.03 8.92% 113 1.50x 65.51% 53.79%
$ 4,000,001 to $ 6,000,000 12 / 17 57,551,994 10.78 9.04% 113 1.63x 64.14% 53.01%
$ 6,000,001 to $ 8,000,000 15 / 15 107,929,705 20.22 8.94% 122 1.36x 70.16% 53.40%
$ 8,000,001 to $10,000,000 7 / 7 61,947,641 11.61 8.60% 102 1.44x 64.62% 53.56%
$10,000,001 to $15,000,000 7 / 7 79,557,932 14.90 8.88% 134 1.47x 64.29% 52.19%
$15,000,001 to $26,416,487 5 / 5 93,698,856 17.55 8.73% 138 1.50x 62.77% 40.32%
------------ -------------- ---------------
TOTAL/WEIGHTED
AVERAGE 107 / 115 $533,774,987 100% 8.85% 121 1.46X 66.05% 51.58%
============ ============== ===============
</TABLE>
The following two tables set forth the range of LTV Ratios of the Mortgage
Loans as of the Cut-off Date and the maturity dates of the Mortgage Loans. An
"LTV Ratio" for any Mortgage Loan, as of any date of determination, is a
fraction, expressed as a percentage, the numerator of which is the scheduled
principal balance of such Mortgage Loan as of such date (assuming no defaults
or prepayments on such Mortgage Loan), and the denominator of which is the
appraised value of the related Mortgaged Property or Mortgaged Properties as
determined by an appraisal thereof obtained in connection with the
origination of such Mortgage Loan. The LTV Ratio as of the Mortgage Loan
maturity dates described below was calculated based on the principal balance
of the related Mortgage Loan on the maturity date, assuming all principal
payments required to be made on or prior to the Mortgage Loan's maturity date
(not including the balloon payment) are made. In addition, because it is
based on the value of a Mortgaged Property determined as of loan origination,
the information set forth in the table below is not necessarily a reliable
measure of the related borrower's current equity in each Mortgaged Property.
In a declining real estate market, the fair market value of a Mortgaged
Property could have decreased from the value determined at origination, and
the current actual loan-to-value ratio of a Mortgage Loan may be higher than
its LTV Ratio at origination, even after taking into account amortization
since origination.
RANGE OF LTV RATIOS AS OF THE CUT-OFF DATE
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
---------------------------------------------------------
NUMBER AGGREGATE PERCENTAGE STATED CUT-OFF
RANGE OF OF LOANS/ CUT-OFF DATE OF INITIAL POOL MORTGAGE REMAINING DATE LTV RATIO AT
LTV RATIOS PROPERTIES BALANCE BALANCE RATE TERM (MO.) DSCR LTV RATIO MATURITY
- ------------------ ------------ -------------- --------------- ---------- ----------- ------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
26.45% to 59.99% 17 / 17 $113,239,292 21.21% 8.77% 128 1.78x 49.63% 36.97%
60.00% to 64.99% 19 / 24 77,267,842 14.48 9.08% 133 1.40x 62.87% 43.80%
65.00% to 69.99% 20 / 20 117,071,978 21.93 8.96% 120 1.43x 67.76% 52.25%
70.00% to 73.32% 16 / 17 96,296,980 18.04 8.89% 120 1.36x 71.63% 52.56%
73.33% to 76.65% 17 / 19 69,194,761 12.96 8.67% 107 1.39x 74.31% 65.22%
76.66% to 79.99% 7 / 7 44,275,582 8.29 8.59% 114 1.27x 77.53% 68.72%
80.00% to 85.00% 11 / 11 16,428,550 3.08 8.86% 114 1.35x 83.56% 74.77%
------------ -------------- ===============
TOTAL/WEIGHTED
AVERAGE 107 / 115 $533,774,987 100% 8.85% 121 1.46X 66.05% 51.58%
============ ============== ===============
</TABLE>
S-46
<PAGE>
RANGE OF LTV RATIOS AS OF MORTGAGE LOAN MATURITY DATES
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
---------------------------------------------------------
RANGE OF NUMBER AGGREGATE PERCENTAGE STATED CUT-OFF
MATURITY OF LOANS/ CUT-OFF DATE OF INITIAL POOL MORTGAGE REMAINING DATE LTV RATIO AT
LTV RATIOS PROPERTIES BALANCE BALANCE RATE TERM (MO.) DSCR LTV RATIO MATURITY
- ---------------- ------------ -------------- --------------- ---------- ----------- ------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
0.00% to 39.99% 13 /13 $102,657,364 19.23% 8.86% 148 1.72x 53.67% 20.37%
40.00% to 49.99% 12 / 12 66,677,206 12.49 8.89% 139 1.53x 57.80% 44.95%
50.00% to 54.99% 16 / 19 60,087,059 11.26 8.95% 112 1.41x 63.66% 53.17%
55.00% to 59.99% 19 / 22 115,219,356 21.59 9.06% 114 1.41x 68.64% 57.93%
60.00% to 64.99% 15 / 17 60,253,561 11.29 8.83% 110 1.36x 72.21% 62.55%
65.00% to 69.99% 17 / 17 104,154,790 19.51 8.53% 105 1.37x 74.73% 67.11%
70.00% to 75.96% 15 / 15 24,725,651 4.63 8.96% 113 1.28x 81.88% 73.43%
------------ -------------- ---------------
TOTAL/WEIGHTED
AVERAGE 107 / 115 $533,774,987 100% 8.85% 121 1.46X 66.05% 51.58%
============ ============== ===============
</TABLE>
MORTGAGE LOANS BY ORIGINATOR
<TABLE>
<CAPTION>
WEIGHTED AVERAGES
---------------------------------------------------------
NUMBER AGGREGATE PERCENTAGE STATED CUT-OFF
OF LOANS/ CUT-OFF DATE OF INITIAL POOL MORTGAGE REMAINING DATE LTV RATIO AT
ORIGINATOR PROPERTIES BALANCE BALANCE RATE TERM (MO.) DSCR LTV RATIO MATURITY
- -------------- ------------ -------------- --------------- ---------- ----------- ------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Chase 49 / 53 $300,590,268 56.31% 8.96% 123 1.42x 67.19% 51.16%
Bear Stearns 31 / 35 178,806,949 33.50 8.85% 128 1.44x 63.22% 48.82%
PWREI 22 / 22 28,234,104 5.29 8.73% 108 1.59x 74.08% 66.54%
Secore 4 / 4 24,403,451 4.57 7.76% 65 2.09x 62.86% 58.66%
Hanover 1 / 1 1,740,215 0.33 8.35% 101 1.18x 74.05% 66.26%
------------ -------------- ---------------
TOTAL/WEIGHTED
AVERAGE 107 / 115 $533,774,987 100% 8.85% 121 1.46X 66.05% 51.58%
============ ============== ===============
</TABLE>
The foregoing characteristics, along with certain additional
characteristics of the Mortgage Loans presented on a loan-by-loan basis, are
set forth in Annex A to this Prospectus Supplement. Certain additional
information regarding the Mortgage Loans is set forth herein below under
"--Chase's Underwriting Standards", "--Bear Stearns' Underwriting Standards",
and "--PWRES's Underwriting Standards" and "--Representations and Warranties;
Repurchases" and in the Prospectus under "Description of the Trust
Funds--Mortgage Loans" and "Certain Legal Aspects of Mortgage Loans."
SECTION 8 HOUSING ASSISTANCE PAYMENTS PROGRAMS
The Section 8 Housing Assistance Payments Program ("Section 8") was
authorized by Congress by the United States Housing Act of 1937, as amended
by the Housing and Community Development Act of 1974 (the "Housing Act") and
developed by United States Department of Housing and Urban Development
("HUD") to provide rental subsidies for eligible tenant families (including
single persons) residing in newly constructed, rehabilitated and existing
rental and cooperative apartment projects. The rents of some of the
residential units in the Mortgaged Properties securing 2 Mortgage Loans (the
"HAP Loans") representing approximately 0.83% and 1.29%, respectively, of the
Initial Pool Balance, are currently subsidized by HUD under the Section 8 New
Construction Program or the Property Disposition Program, respectively. All
such assistance is "project-based", i.e., the subsidy is committed by HUD for
the assisted units of a particular Mortgaged Property for a contractually
determined period. When a HAP Contract expires, neither HUD nor the project
owner has any obligation to renew the agreement or to enter into a new HAP
Contract for previously assisted units. The HAP Contracts with respect to
both assisted Mortgaged Properties are scheduled to expire in 2010, prior to
the maturity of the related HAP Loans.
HUD provides Section 8 rental subsidies to the owners of assisted
mortgaged properties pursuant to a HAP Contract. HAP Contracts specify the
number of units in a particular mortgaged property for which
S-47
<PAGE>
Section 8 assistance will be provided. Under the HAP Contracts, HUD provides
Section 8 rental subsidies to the project owners in an amount equal to the
difference between the HUD approved rent (the "Contract Rent") for a
particular assisted unit and the HUD required rental contribution from
eligible tenant families. Section 8 rental subsidies are provided to project
owners on behalf of families that are eligible low-income families at the
time of their admission by the project owners to the program. Under the
Housing Act, "low income families" are defined as those families whose annual
incomes do not exceed eighty-percent (80%) of the median income for the area
in which the project is located, adjusted for family size, as determined by
HUD at least annually. However, eligibility to occupy a unit of an assisted
project that becomes vacant is effectively limited to families whose annual
income does not exceed fifty-percent (50%) of such adjusted median income.
In consideration for the receipt of Section 8 assistance, the HAP
Contracts impose certain general obligations on the owners of assisted
mortgaged properties. In general, the HAP Contracts provide that a violation
or the failure by the project owner to comply with any provision of the HAP
Contract or any lease with project residents or the assertion or
demonstration by the project owner of an intent not to perform some or all of
the owner's obligations under the HAP Contract or any residential lease
constitutes a default under the HAP Contract.
HUD may in the future elect or may be required or permitted by Congress to
take certain actions which could have the effect of limiting increases in
Contract Rent levels or decreasing Contract Rent levels currently in effect.
HUD's actions could therefore adversely affect the revenues with respect to
the related Mortgaged Property and the ability of the owners of the Mortgaged
Properties to meet their obligations under the Mortgage Loans and to pay for
necessary project expenditures, as well as the ability of such owners to
refinance the Mortgage Loans. As a result, the value of the Mortgage Loans
and the Mortgaged Properties may decline.
UNDERWRITTEN NET CASH FLOW
The "Underwritten Net Cash Flow" for a Mortgaged Property is the estimated
annual revenue derived from the use and operation of such Mortgaged Property
less estimated annual expenses, including operating expenses (such as
utilities, administrative expenses, repairs and maintenance, management fees
and advertising), fixed expenses (such as insurance and real estate taxes)
and any applicable reserves. In calculating Underwritten Net Cash Flow,
certain non-operating items such as depreciation, amortization, partnership
distributions, financing fees and capital expenditures other than applicable
reserves, are not included as expenses.
Revenue. In determining potential gross revenue for each Mortgaged
Property, the Mortgage Loan Sellers generally annualized the potential rent
as presented in the latest available rent roll or used the potential gross
revenue received over a consecutive 12-month period or used historical
operating statements for 1996. In determining other income for each Mortgaged
Property, the Mortgage Loan Sellers generally relied on historical operating
statements for 1996 or, if available and more recent, the other income
received over a consecutive 12-month period ("Rolling 12 Months"). Operating
statements were generally certified but unaudited.
Vacancy. In determining the vacancy allowance for each Mortgaged Property
(other than a Mortgaged Property improved by a hotel), the Mortgage Loan
Sellers generally used the greatest of (i) the actual vacancy rate, (ii) the
vacancy rate in the related sub-market, and (iii) a 5% vacancy rate. With
respect to certain Mortgage Loans, the Mortgage Loan Sellers used the greater
of (i) the Rolling 12 Months vacancy rate (or in certain cases, the actual
1996 vacancy rate), and (ii) a 5% vacancy rate.
Expenses. In determining expenses for each Mortgaged Property, the
Mortgage Loan Sellers relied on either historical operating statements for
calendar 1996 or the Rolling 12 Months. In all cases where historical
operating statements did not, in the opinion of the underwriter, reflect the
true stabilized level of an expense, other data such as prior year expense
levels or comparable property expenses were considered. Property management
fees were generally assumed to be as follows: (i) with respect to the
Mortgage Loans sold to the Depositor by Chase and Bear Stearns, the greater
of (a) market rates, and (b) between 3% and 6% (on a loan-by-loan basis) of
effective gross revenue; and (ii) with respect to the
S-48
<PAGE>
Mortgage Loans sold by PWRES to the Depositor, between 4% and 5% (on a
loan-by-loan basis) of effective gross revenue. As used herein, "effective
gross revenue" means underwritten rental and other income with respect to the
related Mortgaged Property.
Replacement Reserves. Replacement reserves were calculated in accordance
with the expected useful life of the components of the related Mortgaged
Property during the term of the Mortgage Loan. The useful life and cost of
replacements were based upon estimates provided by licensed engineers
pursuant to building condition reports completed for each Mortgaged Property,
subject to certain minimum underwritten replacement reserves which are
described under the heading "Escrow Requirements" set forth under "--Chase's
Underwriting Standards", "--Bear Stearns' Underwriting Standards" and
"--PWRES's Underwriting Standards" below.
ASSESSMENTS OF PROPERTY CONDITION
Property Inspection. All of the Mortgaged Properties were inspected during
the underwriting process by the applicable Mortgage Loan Seller's
professional staff or an agent of the related Mortgage Loan Seller, to assess
the Mortgaged Property's general condition. No inspection revealed any patent
structural deficiency or any deferred maintenance considered material and
adverse to the interest of the holders of the Offered Certificates or for
which adequate reserves have not been established.
Appraisals. All of the Mortgaged Properties were appraised in connection
with the origination of the related Mortgage Loans. Each such appraisal was
prepared by an appraiser belonging to the Appraisal Institute and in
compliance with the Code of Professional Ethics and Standards of Professional
Conduct of the Appraisal Institute and the Uniform Standards of Professional
Appraisal Practice as adopted by the Appraisal Standards Board of the
Appraisal Foundation and accepted and incorporated into the Financial
Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA").
The purpose of each appraisal was to provide an opinion as to the fair
market value of the related Mortgaged Property. There can be no assurance
that another appraiser would have arrived at the same opinion of fair market
value.
Environmental Reports. A "Phase I" environmental site assessment was
performed with respect to each Mortgaged Property. See "--Representations and
Warranties; Repurchases" below.
Building Condition Reports. In connection with the origination of each
Mortgage Loan, a licensed engineer or consultant inspected each related
Mortgaged Property to assess the condition of the structure, exterior walls,
roofing, interior structure and mechanical and electrical systems. The
resulting reports indicated deferred maintenance items on certain Mortgaged
Properties and recommended certain capital improvements for which escrows
were generally established at origination. In addition, the building
condition reports provided a projection of necessary replacements and repair
of structural and mechanical systems over the life of the related Mortgage
Loans.
THE MORTGAGE LOAN SELLERS
The Mortgage Loan Sellers are The Chase Manhattan Bank, Bear, Stearns
Funding Inc. and Paine Webber Real Estate Securities Inc. Chase is the parent
corporation of the Depositor and an affiliate of Chase Securities Inc., the
book running managing Underwriter. See "The Depositor" in the Prospectus.
Bear, Stearns Funding Inc. is a wholly-owned subsidiary of Bear Stearns
Mortgage Capital Corporation, a corporation organized under the laws of the
State of Delaware and an affiliate of Bear, Stearns & Co. Inc., an
Underwriter. PWRES is a wholly-owned subsidiary of Paine Webber Group Inc.
and an affiliate of PaineWebber Incorporated, an Underwriter.
The information set forth herein concerning each Mortgage Loan Seller and
their underwriting standards has been provided by such Mortgage Loan Seller,
and neither the Depositor nor the Underwriters make any representation or
warranty as to the accuracy or completeness of such information.
All of the Mortgage Loans were originated or acquired by the Mortgage Loan
Sellers, generally in accordance with the underwriting criteria described
below.
S-49
<PAGE>
CHASE'S UNDERWRITING STANDARDS
General. Chase has established a commercial mortgage banking group which
has the authority to originate and purchase fixed-rate, first lien mortgage
loans for securitization. The Chase commercial mortgage banking operation is
a vertically integrated entity, staffed by real estate professionals, many of
whom have completed the credit training programs of Chase or its
predecessors. The loan underwriting group is an integral component of the
commercial mortgage banking group which also includes distinct groups
responsible for loan origination, closing and servicing mortgage loans.
Of the 50 Mortgage Loans sold to the Depositor by Chase, all of such
Mortgage Loans, with the exception of 1 Mortgage Loan (representing
approximately 0.33% of the Initial Pool Balance), were originated by Chase,
generally in accordance with the underwriting criteria described herein. The
remaining 1 Mortgage Loan was purchased by Chase from the originator of such
Mortgage Loan, Hanover Capital Mortgage Corporation ("Hanover"), which is not
affiliated with Chase. Prior to its acquisition of such Mortgage Loan,
Chase's underwriting standards required that a Chase staff member perform a
site visit and a revised underwriting of the Mortgage Loan to determine that
it meets Chase's underwriting and program standards.
Upon receipt of a loan package, Chase's loan underwriters commence an
extensive review of the borrower's financial condition and creditworthiness
and the real estate which will secure the loan.
Loan Analysis. Generally, Chase performs both a credit analysis and
collateral analysis with respect to a loan applicant. The credit analysis of
the borrower performed by Chase includes a review of historical financial
statements, including operating statements and rent rolls (generally
unaudited), historical tax returns, third party credit reports and, if
applicable, the loan payment history of the borrower. Chase also performs a
qualitative analysis which incorporates independent credit checks, periodical
searches, industry research and published debt and equity information with
respect to certain principals of the borrower as well as the borrower itself.
Generally, borrowers are required to be single-purpose entities. The
collateral analysis includes an analysis of the historical property operating
statements, rent rolls and a projection of future performance. A member of
the loan underwriting team also conducts a site inspection to confirm the
occupancy rate of the mortgaged property, analyzes the market and assesses
the utility of the mortgaged property within the market. Chase requires third
party appraisals, as well as environmental and building condition reports.
Each report is reviewed for acceptability by a staff member of Chase's
Technical Services Unit for compliance with program standards and such staff
member approves or rejects such report. The results of these reviews are
incorporated into the underwriting report.
Loan Approval. Prior to commitment, all mortgage loans must be approved by
Chase's credit committee in accordance with its credit policies. The credit
committee may approve a mortgage loan as recommended, modify the loan terms
or decline a loan transaction. All mortgage loans purchased by Chase from
non-affiliated originators must be reviewed by the underwriting staff and
credit committee to determine if they comply with Chase's underwriting
standards.
Debt Service Coverage Ratio and LTV Ratio. Chase's underwriting standards
generally require the following minimum debt service coverage ratios for each
of the indicated property types:
<TABLE>
<CAPTION>
PROPERTY TYPE DSCR GUIDELINE LTV RATIO GUIDELINE
- ----------------- -------------- -------------------
<S> <C> <C>
Multifamily....... 1.20x 80%
Anchored Retail .. 1.25x 75%
Unanchored Retail. 1.25x 75%
Office............ 1.25x 75%
Industrial........ 1.25x 75%
Hotel............. 1.35x 70%
</TABLE>
The debt service coverage guidelines listed above are calculated based on
Underwritten Net Cash Flow at the time of origination. In addition, Chase's
underwriting guidelines generally require a maximum loan-to-value ratio of
80% and a maximum amortization period of 30 years. However, notwithstanding
the
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foregoing, in certain circumstances the actual debt service coverage ratios,
loan-to-value ratios and amortization periods for the mortgage loans
originated or acquired by Chase may vary from these guidelines. See
"Description of the Mortgage Pool" and "Annex A" herein.
Escrow Requirements. Chase requires substantially all borrowers to fund
various escrows for taxes and insurance, capital expenses and replacement
reserves. Generally, the required escrows for mortgage loans originated by
Chase are as follows:
o TAXES--Typically an initial deposit and monthly escrow deposits equal
to 1/12th of the annual property taxes (based on the most recent property
assessment and the current millage rate) are required.
o INSURANCE--If the property is insured under an individual policy (i.e.
the property is not covered by a blanket policy), typically an initial
deposit and monthly escrow deposits equal to 1/12th of the annual property
insurance premium are required. If the property is covered by a blanket
policy of insurance, Chase reserves the right in the mortgage to require a
separate insurance policy and insurance escrows.
o REPLACEMENT RESERVES--Replacement reserves are calculated in
accordance with the expected useful life of the components of the property
during the term of the mortgage loan.
Notwithstanding the actual level of escrowed reserves, the following
minimum reserve levels were assumed by Chase in determining Underwritten Net
Cash Flow:
<TABLE>
<CAPTION>
<S> <C>
Multifamily.....$150 per unit
Retail..........$0.15 per square foot
Office..........$0.20 per square foot
Industrial......$0.10 per square foot
Hotel...........4% of gross revenue
</TABLE>
o COMPLETION REPAIR/ENVIRONMENTAL REMEDIATION--Typically, a completion
repair or remediation reserve is required. An initial deposit, upon
funding of the mortgage loan, in an amount equal to at least 125% of the
estimated costs of repairs or replacements to be completed within the
first year of the mortgage loan pursuant to the building condition report
is required.
o RE-TENANTING/DEBT SERVICE COVERAGE--In some cases, major tenants have
lease expirations within the Mortgage Loan term. To mitigate this risk,
special reserves were established to be funded either at closing of the
Mortgage Loan and/or during the Mortgage Loan term to cover certain
anticipated leasing commissions or tenant improvement costs which might be
associated with releasing the space occupied by such tenants.
BEAR STEARNS' UNDERWRITING STANDARDS
General. All of the Mortgage Loans sold to the Depositor by Bear Stearns
were originated by Bear Stearns, generally in accordance with the
underwriting criteria described herein. The Bear Stearns credit underwriting
team for each Mortgage Loan was comprised of Bear Stearns real estate
professionals.
Bear Stearns originates loans secured by retail, office, industrial,
multifamily, self-storage and hotel properties as well as mobile home
communities located in the United States. All mortgage loans funded by Bear
Stearns are fixed rate loans with amortization schedules of 30 years or less.
The underwriting team for each loan is required to conduct an extensive
review of the related mortgaged property, including an analysis of the
appraisal, engineering report, environmental report and historical property
operating statements. The credit of the borrower and certain key principals
of the borrower are examined for financial strength and character prior to
approval of the loan. The credit of key tenants is also examined as part of
the underwriting process. A member of the Bear Stearns' underwriting team
visits the property for a site inspection to confirm the occupancy rates of
the property, analyze the property's market and the utility of the property
within the market.
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<PAGE>
Prior to commitment, all mortgage loans must be approved by a loan
committee comprised of senior Bear Stearns real estate professionals who may
reject a mortgage loan, approve a mortgage loan, recommend further due
diligence or a restructuring of the loan terms or a re-underwriting of the
property cash flow.
Debt Service Coverage Ratio and LTV Ratio. Bear Stearns' underwriting
standards generally require the following minimum Debt Service Coverage
Ratios and Loan to Value Ratios for each of the indicated property types:
<TABLE>
<CAPTION>
DSCR LTV RATIO
PROPERTY TYPE GUIDELINE GUIDELINE
- --------------------- ----------- -----------
<S> <C> <C>
Anchored Retail ...... 1.25x 75%
Unanchored Retail ... 1.30x 75%
Multifamily .......... 1.20x 80%
Mobile Home Community. 1.25x 75%
Industrial ........... 1.25x 75%
Office ............... 1.25x 75%
Hotel ................ 1.40x 70%
</TABLE>
The debt service coverage ratio guidelines listed above are calculated
based on anticipated Underwritten Net Cash Flow at the time of origination.
Therefore, the Debt Service Coverage Ratio for each Mortgage Loan as reported
elsewhere in this Prospectus Supplement may differ from the amount calculated
at the time of origination.
Borrower. The quality and financial condition of the borrower is an
important consideration to Bear Stearns and therefore a thorough
investigation is performed as part of the underwriting process. Credit
analysis on a borrower includes a review of historical financial statements
(which are not necessarily audited), historical income tax returns for the
borrowing entity and its principals, third party credit reports ordered by
Bear Stearns, periodical searches, industry contacts and internal and
published Bear Stearns debt and equity research. Qualitative analysis is
performed through conversations with individuals and companies with whom the
borrower has conducted business. Borrowers were generally required to be
single asset entities.
Escrow Requirements. Bear Stearns generally requires a borrower to fund
various escrows for taxes & insurance, replacement reserves and capital
expenses. Generally, the required escrows for Mortgage Loans originated by
Bear Stearns are as follows:
o TAXES AND INSURANCE--Typically, a pro rated initial deposit and
monthly deposits equal to 1/12 of the annual property taxes (based on the
most recent property assessment and the current millage rate) and annual
property insurance premium.
o REPLACEMENT RESERVES--Monthly deposits generally based on the greater
of the amount recommended pursuant to a building condition report prepared
for Bear Stearns or the following minimum amounts:
<TABLE>
<CAPTION>
<S> <C>
Retail ...................$0.10 per square foot
Multifamily ..............$200 per Unit
Industrial ...............$0.10 per square foot
Office ...................$0.20 per square foot
Hotel ....................4% of gross revenues
Mobile Home Community ....$30 per pad
</TABLE>
o DEFERRED MAINTENANCE/ENVIRONMENTAL REMEDIATION --An initial deposit,
upon funding of the mortgage loan, in an amount equal to no less than
100%, and as much as 125%, of the estimated cost of the recommended
substantial repairs or replacements pursuant to a building condition
report completed by a licensed engineer and the estimated cost of
environmental remediation expenses as recommended by an independent
environmental assessment.
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<PAGE>
PWRES'S UNDERWRITING STANDARDS
General. 22 Mortgage Loans sold to the Depositor by PWRES, representing
approximately 5.29% of the Initial Pool Balance, were originated by PW Real
Estate Investments Inc. ("PWREI"), while 4 Mortgage Loans sold to the
Depositor by PWRES, representing approximately 4.57% of the Initial Pool
Balance, were originated by Secore Financial Corporation, which is not
affiliated with PWRES. All of the Mortgage Loans sold to the Depositor by
PWRES were originated by PWREI or Secore Financial Corporation generally
using PWRES's underwriting standards and for immediate sale to PWRES.
PWRES's underwriting guidelines were utilized in connection with the
origination or acquisition, as the case may be, of each of the Mortgage Loans
sold by PWRES to the Depositor. PWRES's underwriting process for multifamily
and office mortgage loans incorporates analysis of the borrower, analysis of
the property and economic analysis including a combination of loan-to-value
ratio and debt service coverage ratio analyses based upon third party experts
and PWRES's calculation of Adjusted Net Operating Income (as defined below).
Borrower Analysis. In underwriting each mortgage loan sold by it to the
Depositor, PWRES examined income statements provided by the related borrower.
In addition, the operating history of the property, industry data regarding
the local real estate market and the appraiser's analysis were reviewed and,
if conditions warranted, net operating income with respect to the related
Mortgaged Property was adjusted downward (as adjusted, the "Adjusted Net
Operating Income") for purposes of determining whether the Mortgaged Property
satisfied the debt service coverage ratio required by PWRES. In accordance
with the underwriting guidelines, net operating income of any related
Mortgaged Property may have been adjusted downward by the related originator
to determine Adjusted Net Operating Income for such Mortgaged Property by,
among other things, (i) assuming that the occupancy rate for such Mortgaged
Property is equal to the lesser of the actual occupancy rate for such
Mortgaged Property and the occupancy rate of comparable properties in the
local market, but in either case the occupancy rate does not exceed 95%, (ii)
subtracting from net operating income a replacement reserve equal to (a) in
the case of multifamily properties, the greater of $250 per unit or the per
unit reserve recommended in the building condition report prepared by a third
party, or (b) in the case of office properties, $0.25 per square foot, (iii)
assuming that the management fee payable with respect to the Mortgaged
Property was equal to the greater of the actual management fee or 4.0% of the
effective gross revenue of the Mortgaged Property and (iv) assuming that
operating expenses with respect to the Mortgaged Property were equal to the
greater of the actual operating expenses disclosed and expense levels for the
comparable properties.
Property Analysis. Each Mortgaged Property relating to a Mortgage Loan
sold by PWRES to the Depositor was inspected to determine whether it was in
acceptable physical condition. The inspection included a review of ongoing
maintenance programs, common area upkeep, laundry facility condition,
mechanical systems and ground maintenance. In addition, an engineering study
and an environmental review were prepared by qualified consultants. With
respect to environmental matters, a Phase I environmental assessment (and
where appropriate, a Phase II environmental assessment) was conducted for
each Mortgaged Property.
Loan-to-Value and Debt Service Coverage Ratio Analysis. The financial
underwriting parameters for the Mortgage Loans sold by PWRES to the Depositor
were generally as follows:
<TABLE>
<CAPTION>
PROPERTY TYPES LTV RATIO(1) DSCR(1)
- -------------- ------------ -------
<S> <C> <C>
Multifamily .. 75% 1.25x
Office ........ 75% 1.25x
</TABLE>
- ------------
(1) The "LTV Ratios" and "DSCRs" presented are those calculated during
PWRES's underwriting process and therefore may vary from other DSCRs or
LTV Ratios presented elsewhere in this Prospectus Supplement.
Escrow Requirements. For substantially all Mortgage Loans sold by PWRES to
the Depositor, the related borrowers were required to fund various escrows
for taxes, insurance, capital reserves and replacement reserves. Generally,
the required escrows for Mortgage Loans sold by PWRES to the Depositor were
as follows:
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<PAGE>
o TAXES--Typically an initial deposit and monthly escrow deposits equal
to 1/12th of the annual amounts due are required.
o INSURANCE--Typically an initial deposit and monthly escrow deposits
equal to 1/12th of the annual amounts due are required.
o CAPITAL RESERVES--Capital reserves are typically based on the third
party reports. Capital reserves are generally deposited upon the funding
of the mortgage loan in an amount equal to at least 125% of the estimated
costs of identified required repairs or replacements.
o REPLACEMENT RESERVES--Replacement reserve accounts, which are
generally required, are established at the amounts determined by the
engineer based upon an on-site analysis, but at no less than $250 per unit
in the case of multifamily properties and $0.25 per square foot in the
case of office properties. The replacement reserve escrow agreement
generally required an initial deposit and monthly deposits equal to 1/12th
of the annual amount.
REPRESENTATIONS AND WARRANTIES; REPURCHASES
In each Purchase Agreement, the applicable Mortgage Loan Seller will
represent and warrant with respect to each Mortgage Loan sold by such
Mortgage Loan Seller, as of the Closing Date, or as of such other date
specifically provided in the representation and warranty, among other things,
that:
(i) immediately prior to the sale, transfer and assignment to the
Depositor, the Mortgage Loan Seller had good title to, and was the sole
owner of, each Mortgage Loan;
(ii) the Mortgage Loan Seller is transferring such Mortgage Loan free and
clear of any and all liens, pledges, charges or security interests of any
nature encumbering such Mortgage Loan;
(iii) each related Mortgage Note, Mortgage, assignment of leases (if any)
and other agreement executed in connection with such Mortgage Loan are
legal, valid and binding obligations of the related borrower, enforceable
in accordance with their terms, except as such enforcement may be limited
by bankruptcy, insolvency, reorganization, moratorium or other laws
affecting the enforcement of creditors' rights generally, or by general
principles of equity (regardless of whether such enforcement is considered
in a proceeding in equity or at law);
(iv) each related assignment of leases creates a valid, collateral or
first priority assignment of, or a valid first priority security interest
in, certain rights under the related lease, subject only to a license
granted to the related borrower to exercise certain rights and to perform
certain obligations of the lessor under such leases, including the right
to operate the related Mortgaged Property;
(v) each related assignment of Mortgage from the Mortgage Loan Seller to
the Trustee and any related reassignment of assignment of leases, if any,
or assignment of any other agreement executed in connection with such
Mortgage Loan, from the Mortgage Loan Seller to the Trustee constitutes
the legal, valid and binding assignment from the Mortgage Loan Seller to
the Trustee except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, liquidation, receivership, moratorium or other
laws relating to or affecting creditors' rights generally or by general
principles of equity (regardless of whether such enforcement is considered
in a proceeding in equity or law);
(vi) since origination, such Mortgage Loan has not been modified,
altered, satisfied, canceled, subordinated or rescinded, and no material
portion of the related Mortgaged Property has been released from the lien
of the related Mortgage, in each case, in any manner which materially and
adversely affects the value of the Mortgage Loan or materially interferes
with the security intended to be provided by such Mortgage, and, except
with respect to 26 Mortgage Loans, representing approximately 15.26% of
the Initial Pool Balance, which permit defeasance by means of substituting
for the Mortgaged Property U.S. Treasury Obligations sufficient to pay the
Mortgage Loans in accordance with its terms, the terms of the related
Mortgage do not provide for the release of any portion of the Mortgage
Property from the lien of the Mortgage except in consideration of payment
therefor;
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<PAGE>
(vii) each related Mortgage is a valid and enforceable first lien on the
related Mortgaged Property (subject to the matters discussed in clause
(viii) below), and such Mortgaged Property is free and clear of any
mechanics' and materialmen's liens which are prior to or equal with the
lien of the related Mortgage, except those which are insured against by a
lender's title insurance policy (as described in clause (viii) below);
(viii) the lien of each related Mortgage as a first priority lien in the
original principal amount of such Mortgage Loan (as set forth on the
Mortgage Loan Schedule) after all advances of principal is insured by an
ALTA lender's title insurance policy (or a binding commitment therefor),
or its equivalent as adopted in the applicable jurisdiction, insuring the
Mortgage Loan Seller, its successors and assigns, subject only to (a) the
lien of current real property taxes, ground rents, water charges, sewer
rents and assessments not yet due and payable, (b) covenants, conditions
and restrictions, rights of way, easements and other matters of public
record, none of which, individually or in the aggregate, materially
interferes with the current use of the Mortgaged Property or the security
intended to be provided by such Mortgage or with the borrower's ability to
pay its obligations when they become due or materially and adversely
affects the value of the Mortgaged Property and (c) the exceptions
(general and specific) set forth in such policy, none of which,
individually or in the aggregate, materially interferes with the current
use of the Mortgaged Property, security intended to be provided by such
Mortgage or with the borrower's ability to pay its obligations when they
become due or materially and adversely affects the value of the Mortgaged
Property; the Mortgage Loan Seller or its successors or assigns is the
sole named insured of such policy; such policy is assignable to the
Depositor without the consent of or any notification to the insurer, and
is in full force and effect upon the consummation of the transactions
contemplated by the related Purchase Agreement; no claims have been made
under such policy and the Mortgage Loan Seller has not done anything, by
act or omission, and the Mortgage Loan Seller has no knowledge of any
matter, which would impair or diminish the coverage of such policy;
(ix) the proceeds of such Mortgage Loan have been fully disbursed and
there is no requirement for future advances thereunder, and the Mortgage
Loan Seller covenants that it will not make any future advances under the
Mortgage Loan to the related borrower;
(x) to the Mortgage Loan Seller's knowledge, after conducting customary
and prudent due diligence consistent with the practice of institutional
lenders generally for properties of the same type as the Mortgaged
Property, each related Mortgaged Property is free and clear of any
material damage that would affect materially and adversely the value of
such Mortgaged Property as security for the Mortgage Loan and there is no
proceeding pending for the total or partial condemnation of such Mortgaged
Property;
(xi) except with respect to 1 Mortgage Loan representing approximately
2.05% of the Initial Pool Balance (where a portion of the related
Mortgaged Property is being operated pending approval of the related
borrower's application for a special use permit) as of the date of
origination of such Mortgage Loan, and, to the Mortgage Loan Seller's
knowledge, as of the Cut-off Date, each of the related borrowers was in
possession of all material licenses, permits and other authorizations
necessary and required by all applicable laws for the conduct of its
business and all such licenses, permits and authorizations were valid and
in full force and effect;
(xii) the Mortgage Loan Seller has inspected or caused to be inspected
each related Mortgaged Property within the past twelve months;
(xiii) such Mortgage Loan does not have a shared appreciation feature,
other contingent interest feature or negative amortization feature;
(xiv) such Mortgage Loan is a whole loan and contains no equity
participation by the lender;
(xv) the Mortgage Rate (exclusive of any default interest, late charges
or prepayment premiums) of such Mortgage Loan complied as of the date of
origination with, or is exempt from, applicable state or federal laws,
regulations and other requirements pertaining to usury; any and all other
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<PAGE>
requirements of any federal, state or local laws, including, without
limitation, truth-in-lending, real estate settlement procedures, equal
credit opportunity or disclosure laws, applicable to such Mortgage Loan
have been complied with as of the date of origination of such Mortgage
Loan;
(xvi) all taxes and governmental assessments that prior to the Closing
Date became due and owing in respect of each related Mortgaged Property
have been paid, or an escrow of funds in an amount sufficient to cover
such payments has been established;
(xvii) all escrow deposits and payments required pursuant to the Mortgage
Loan are in the possession, or under the control, of the Mortgage Loan
Seller or its agent and there are no deficiencies in connection therewith
and all such escrows and deposits have been conveyed by the Mortgage Loan
Seller to the Depositor and identified as such with appropriate detail;
(xviii) each related Mortgaged Property is insured by a fire and extended
perils insurance policy, issued by an insurer meeting the requirements of
the Pooling and Servicing Agreement, in an amount not less than the
replacement cost and the amount necessary to avoid the operation of any
co-insurance provisions with respect to the Mortgaged Property (except
with respect to 1 Mortgage Loan, representing approximately 0.59% of the
Initial Pool Balance, which is in an amount equal to the unpaid principal
balance of the related Mortgage Loan with a waiver of the co-insurance
provisions); each related Mortgaged Property is also covered by business
interruption insurance (or rent loss insurance) and comprehensive general
liability insurance in amounts generally required by institutional lenders
for similar properties; all premiums on such insurance policies required
to be paid as of the date hereof have been paid; such insurance policies
require prior notice to the insured of termination or cancellation, and no
such notice has been received; each related Mortgage or loan agreement
obligates the related borrower to maintain all such insurance and, at such
borrower's failure to do so, authorizes the mortgagee to maintain such
insurance at the borrower's cost and expense and to seek reimbursement
therefor from such borrower;
(xix) there is no material default, breach, violation or event of
acceleration existing under the related Mortgage or the related Mortgage
Note, and to the Mortgage Loan Seller's knowledge, no event (other than
payments due but not yet delinquent) which, with the passage of time or
with notice and the expiration of any grace or cure period, would and does
constitute a default, breach, violation or event of acceleration.
Notwithstanding the foregoing, the Mortgage Loan Seller makes no
representation or warranty with respect to any default, breach, violation
or event of acceleration (a) that may have occurred as a result of any
failure of the related mortgagor to comply with any "due on sale"
provision contained in the related Mortgage Note or Mortgage or (b) that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by the Mortgage Loan Seller;
(xx) no monthly payment on such Mortgage Loan has been more than 30 days
delinquent from the later of the date of origination of such Mortgage Loan
or, if applicable, the date of acquisition by the Mortgage Loan Seller of
such Mortgage Loan, through the Cut-off Date;
(xxi) each related Mortgage contains customary and enforceable provisions
such as to render the rights and remedies of the holder thereof adequate
for the realization against the Mortgaged Property of the benefits of the
security, including realization by judicial or, if applicable,
non-judicial foreclosure, subject to the effects of bankruptcy or similar
law affecting the right of creditors and the application of principles of
equity, and there is no exemption available to the borrower which would
interfere with such right to foreclose;
(xxii) a Phase I environmental report (or an update to an existing Phase
I environmental report) was conducted by a reputable environmental
consultant within 12 months of the origination of such Mortgage Loan,
which report (or update), except with respect to 2 Mortgage Loans,
representing approximately 0.61% of the Initial Pool Balance (with respect
to which the related originator required amounts in excess of the
estimated remediation expenses to be reserved until remediation is
completed), did not indicate any material existence of any dangerous,
toxic or hazardous pollutants, chemicals, wastes or substances ("Hazardous
Materials"), except for those conditions that
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<PAGE>
were remediated prior to the Cut-off Date. To the best of the Mortgage
Loan Seller's knowledge, each related Mortgaged Property is in material
compliance with all applicable federal, state and local laws pertaining to
environmental hazards, and no notice of violation of such laws has been
issued by any governmental agency or authority. In each Mortgage, the
related borrower represented and warranted that it will not use or cause
or permit to exist on the related Mortgaged Property any hazardous
materials in any manner that violates federal, state or local laws,
ordinances, regulations, orders or directives relating to hazardous
materials. In each Mortgage (except with respect to 1 Mortgage Loan
(representing approximately 0.33% of the Initial Pool Balance) which was
originated using a FNMA/ FHLMC uniform multifamily mortgage) the borrower
represented and warranted that no hazardous materials exist on the related
Mortgaged Property in any manner that violates federal, state or local
laws, ordinances, regulations, orders or directives relating to hazardous
materials. In certain instances this representation is limited to the best
of borrower's knowledge;
(xxiii) each related Mortgage or loan agreement contains provisions for
the acceleration of the payment of the unpaid principal balance of such
Mortgage Loan if, without complying with the requirements of the Mortgage
or loan agreement, the related Mortgaged Property, or any controlling
interest therein, is directly or indirectly transferred or sold, or
encumbered in connection with subordinate financing (other than any
existing Subordinate Debt) and each related Mortgage or loan agreement
prohibits the pledge or encumbrance of the Mortgaged Property without the
consent of the holder of the Mortgage Loan;
(xxiv) the Mortgage Loan is directly secured by a Mortgage on a
commercial or multifamily residential property, and either (1)
substantially all of the proceeds of the Mortgage Loan were used to
acquire, improve or protect an interest in such real property which, as of
the origination date, was the sole security for such Mortgage Loan (unless
the Mortgage Loan has been modified in a manner that constituted a deemed
exchange under Section 1001 of the Code at a time when the Mortgage Loan
was not in default or default with respect thereto was not reasonably
foreseeable) or (2) the fair market value of such real property was at
least equal to 80% of the principal amount of the Mortgage Loan (a) at
origination (or if the Mortgage Loan has been modified in a manner that
constituted a deemed exchange under Section 1001 of the Code at a time
when the Mortgage Loan was not in default or default with respect thereto
was not reasonably foreseeable, the date of the last such modification) or
(b) at the Closing Date; provided that the fair market value of the real
property interest must first be reduced by (A) the amount of any lien on
the real property interest that is senior to the Mortgage Loan (unless
such senior lien also secures a Mortgage Loan, in which event the
computation described in clauses (a) and (b) shall be made on an aggregate
basis) and (B) a proportionate amount of any lien that is in parity with
the Mortgage Loan (unless such other lien secures a Mortgage Loan that is
cross-collateralized with such Mortgage Loan, in which event the
computation described in clauses (a) and (b) shall be made on an aggregate
basis);
(xxv) except with respect to 4 of the Mortgage Loans, representing
approximately 6.69% of the Initial Pool Balance (with respect to which the
related Mortgaged Properties may not have certificates of occupancy and/or
may violate certain zoning ordinances or use restrictions), as of the date
of origination of such Mortgage Loan, and, to the Mortgage Loan Seller's
knowledge, as of the Cut-off Date, (a) each Mortgaged Property was in
material compliance with all applicable laws, zoning ordinances (including
legal non-conforming uses), rules, covenants and restrictions affecting
the construction, occupancy, use and operation of such Mortgaged Property,
and (b) all material inspections, licenses and certificates, including
certificates of occupancy, required by law, ordinance, regulation or
insurance standards to be made or issued with regard to the Mortgaged
Property, were issued or made and were in full force and effect, or, in
the case of certificates of occupancy, an opinion of counsel or architect,
or a letter from the appropriate municipal authority was delivered which
provides that (A) all certificates of occupancy have been issued, or (B)
no certificates of occupancy are required, or (C) there are no violations
of existing building codes; and
(xxvi) the Mortgage Loan file contains an appraisal of the related
Mortgaged Property which appraisal is signed by a qualified appraiser,
who, to the Mortgage Loan Seller's knowledge, had no interest, direct or
indirect, in the Mortgaged Property or in any loan made on the security
thereof,
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and whose compensation is not affected by the approval or disapproval of
the Mortgage Loan, the appraisal and appraiser both satisfy the
requirements of Title XI of FIRREA and the regulations promulgated
thereunder, all as in effect on the date the Mortgage Loan was originated.
If a Mortgage Loan Seller has been notified of a material breach of any of
the foregoing representations and warranties and if such Mortgage Loan Seller
cannot cure such breach within a period of 90 days following the earlier of
its receipt of such notice or its discovery of the breach, then such Mortgage
Loan Seller will be obligated pursuant to the related Purchase Agreement (the
relevant rights under which will be assigned, together with its interests in
the Mortgage Loans, by the Depositor to the Trustee) to repurchase the
affected Mortgage Loan within such 90-day period at a price (the "Purchase
Price") equal to the sum of (i) the outstanding principal balance of such
Mortgage Loan as of the date of purchase, (ii) all accrued and unpaid
interest on such Mortgage Loan at the related Mortgage Rate, in effect from
time to time, to but not including the Due Date in the Due Period of
purchase, (iii) all related unreimbursed Servicing Advances plus accrued and
unpaid interest on related Advances at the Reimbursement Rate, and unpaid
Special Servicing Fees allocable to such Mortgage Loan and (iv) all
reasonable out-of-pocket expenses reasonably incurred or to be incurred by
the Special Servicer, the Depositor and the Trustee in respect of the breach
giving rise to the repurchase obligation, including any expenses arising out
of the enforcement of the repurchase obligation.
The foregoing repurchase obligation will constitute the sole remedy
available to the Certificateholders and the Trustee for any breach of any
Mortgage Loan Seller's representations and warranties regarding the Mortgage
Loans. Each Mortgage Loan Seller will be the sole Warranting Party in respect
of the Mortgage Loans sold by such Mortgage Loan Seller to the Depositor, and
none of the Depositor, the Servicer, the Special Servicer, the Trustee, the
Fiscal Agent, the Underwriters or any of their affiliates (other than any
Mortgage Loan Seller) will be obligated to repurchase any affected Mortgage
Loan in connection with a breach of the Mortgage Loan Seller's
representations and warranties if a Mortgage Loan Seller defaults on its
obligation to do so. However, the Depositor will not include any Mortgage
Loan in the Mortgage Pool if anything has come to the Depositor's attention
prior to the Closing Date that causes it to believe that the representations
and warranties made by a Mortgage Loan Seller regarding such Mortgage Loan
will not be correct in all material respects when made. See "Description of
the Pooling Agreements--Representations and Warranties; Repurchases" in the
Prospectus.
MORTGAGED PROPERTY ACCOUNTS
Lock Box Accounts. With respect to 22 Mortgage Loans representing
approximately 8.19% of the Initial Pool Balance (the "Lock Box Loans"), one
or more accounts (collectively, the "Lock Box Accounts") have been
established in the name of the lender into which the related property manager
directly deposits rents or other revenues from the Mortgaged Property. The
agreements which govern the Lock Box Accounts provide that the borrower has
no withdrawal or transfer rights with respect thereto and that all funds on
deposit in the Lock Box Accounts are periodically swept into the Cash
Collateral Accounts, provided, however, that 1 of such Mortgage Loans, which
represents approximately 3.46% of the Initial Pool Balance, provides for
certain funds which are available after distributions required to be made
from the Lock Box Account pursuant to the terms of the related lock box
agreement, to be remitted to an operating account controlled by the related
borrower. The Lock Box Accounts will not be assets of either REMIC.
Cash Collateral Accounts. With the exception of 1 Mortgage Loan, which
represents approximately 3.46% of the Initial Pool Balance, where funds are
remitted to the borrower directly from the Lock Box Account after any other
required distributions, each Lock Box Loan has one or more accounts
established in the name of the Servicer (the "Cash Collateral Accounts") into
which funds in the related Lock Box Accounts will be swept on a regular
basis. Each Cash Collateral Account will have sub-accounts (the "Reserve
Accounts") relating to taxes, insurance, replacement reserves and similar
items. Any excess over the amount necessary to fund the Monthly Payment with
respect to a Lock Box Loan, the Reserve Accounts and any other amounts due
under such Lock Box Loan, will be returned to the related borrower, provided
that no event of default has occurred and is continuing with respect to such
Lock Box Loan. The Cash Collateral Accounts will not be assets of either
REMIC.
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DESCRIPTION OF THE CERTIFICATES
GENERAL
The Certificates will be issued pursuant to the Pooling and Servicing
Agreement and will represent in the aggregate the entire beneficial ownership
interest in the Trust Fund consisting of: (i) the Mortgage Loans and all
payments under and proceeds of the Mortgage Loans received after the Cut-off
Date (exclusive of payments of principal and interest due on or before the
Cut-off Date); (ii) any REO Property; (iii) such funds or assets as from time
to time are deposited in the Certificate Account, the Distribution Accounts
and the REO Account, if established; (iv) the rights of the mortgagee under
all insurance policies with respect to the Mortgage Loans; and (v) certain
rights of the Depositor under the Purchase Agreements relating to Mortgage
Loan document delivery requirements and the representations and warranties of
the Mortgage Loan Sellers regarding the Mortgage Loans.
The Depositor's Commercial Mortgage Pass-Through Certificates, Series
1997-1 (the "Certificates") will consist of the following thirteen classes
(each, a "Class"): the Class A-1 and Class A-2 Certificates (collectively,
the "Class A Certificates"), the Class X, Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class I and Class R and Class LR Certificates. The
Class A Certificates and the Class X Certificates are referred to
collectively herein as the "Senior Certificates." The Class B, Class C, Class
D, Class E, Class F, Class G, Class H and Class I Certificates are referred
to collectively herein as the "Subordinate Certificates." The Class B, Class
C, Class D and Class E Certificates are referred to collectively herein as
the "Subordinate Offered Certificates." The Class R and Class LR Certificates
are referred to collectively herein as the "Residual Certificates."
Only the Class A, Class X, Class B, Class C, Class D and Class E
Certificates are offered hereby (collectively, the "Offered Certificates").
The Class F, Class G, Class H, Class I, and Class R and Class LR Certificates
(collectively, the "Non-Offered Certificates") have not been registered under
the Securities Act of 1933 and are not offered hereby.
The "Certificate Balance" of any Class of Certificates (other than the
Class X and Residual Certificates) outstanding at any time represents the
maximum amount which the holders thereof are entitled to receive as
distributions allocable to principal from the cash flow on the Mortgage Loans
and the other assets in the Trust Fund. On each Distribution Date, the
Certificate Balance of each Class of Certificates will be reduced by any
distributions of principal actually made on, and any Collateral Support
Deficit actually allocated to, such Class of Certificates on such
Distribution Date. The initial Certificate Balance of each Class of Offered
Certificates (other than the Class X Certificates) is expected to be the
balance set forth on the cover of this Prospectus Supplement. The Class X
Certificates will not have a Certificate Balance or entitle their holders to
distributions of principal.
The Offered Certificates will be maintained and transferred on the
book-entry records of DTC and its Participants and issued in denominations of
$25,000 initial Certificate Balance, or in the case of the Class X
Certificates, $1,000,000 initial Notional Amount, and integral multiples of
$1,000 in excess thereof. The "Percentage Interest" evidenced by any
Certificate (other than the Residual Certificates) is equal to the initial
denomination thereof as of the Closing Date, divided by the initial
Certificate Balance or Notional Amount of the Class to which it belongs.
The Offered Certificates will initially be represented by one or more
global Certificates registered in the name of the nominee of DTC. The
Depositor has been informed by DTC that DTC's nominee will be Cede & Co. No
Certificate Owner will be entitled to receive a Definitive Certificate
representing its interest in such Class, except as set forth below under
"--Book-Entry Registration and Definitive Certificates." Unless and until
Definitive Certificates are issued, all references to actions by holders of
the Offered Certificates will refer to actions taken by DTC upon instructions
received from Certificate Owners through its Participants, and all references
herein to payments, notices, reports and statements to holders of the Offered
Certificates will refer to payments, notices, reports and statements to DTC
or Cede & Co., as the registered holder of the Offered Certificates, for
distribution to Certificate Owners through its Participants in accordance
with DTC procedures. See "Description of the Certificates--Book-Entry
Registration and Definitive Certificates" in the Prospectus.
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Until Definitive Certificates are issued, interests in any Class of
Offered Certificates will be transferred on the book-entry records of DTC and
its Participants.
PAYING AGENT, CERTIFICATE REGISTRAR AND AUTHENTICATING AGENT
The Chase Manhattan Bank, 450 West 33rd Street, Structured Finance
Services (MBS), 15th Floor, New York, New York 10001 will be appointed by the
Trustee as paying agent (in such capacity, the "Paying Agent"). In addition,
The Chase Manhattan Bank will initially serve as registrar (in such capacity,
the "Certificate Registrar") for purposes of recording and otherwise
providing for the registration of the Offered Certificates and of transfers
and exchanges of the Definitive Certificates, if issued, and as
authenticating agent of the Certificates (in such capacity, the
"Authenticating Agent"). Pursuant to the Pooling and Servicing Agreement, in
the event Chase resigns or is removed as Servicer, The Chase Manhattan Bank
will have the right to resign, and in certain circumstances will be removed,
as Paying Agent, Certificate Registrar and/or Authenticating Agent.
BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES
General. Certificate Owners that are not Direct or Indirect Participants
but desire to purchase, sell or otherwise transfer ownership of, or other
interests in, the Offered Certificates may do so only through Direct and
Indirect Participants. In addition, Certificate Owners will receive all
distributions of principal of and interest on the Offered Certificates from
the Paying Agent through DTC and its Direct and Indirect Participants.
Accordingly, Certificate Owners may experience delays in their receipt of
payments. Unless and until Definitive Certificates are issued, it is
anticipated that the only registered Certificateholder of the Offered
Certificates will be Cede & Co., as nominee of DTC. Except as otherwise
provided under "--Reports to Certificateholders; Certain Available
Information" below, Certificate Owners will not be recognized by the Paying
Agent, the Certificate Registrar, the Trustee, the Fiscal Agent, the Special
Servicer or the Servicer as Certificateholders, as such term is used in the
Pooling and Servicing Agreement, and Certificate Owners will be permitted to
receive information furnished to Certificateholders and to exercise the
rights of Certificateholders only indirectly through DTC and its Direct and
Indirect Participants.
Under the rules, regulations and procedures creating and affecting DTC and
its operations (the "Rules"), DTC is required to make book-entry transfers of
the Offered Certificates among Participants and to receive and transmit
distributions of principal of, and interest on, the Offered Certificates.
Direct and Indirect Participants with which Certificate Owners have accounts
with respect to the Offered Certificates similarly are required to make
book-entry transfers and receive and transmit such distributions on behalf of
their respective Certificate Owners. Accordingly, although Certificate Owners
will not possess physical certificates evidencing their interests in the
Offered Certificates, the Rules provide a mechanism by which Certificate
Owners, through their Direct and Indirect Participants, will receive
distributions and will be able to transfer their interests in the Offered
Certificates.
None of the Depositor, the Servicer, the Paying Agent, the Certificate
Registrar, the Underwriters, the Fiscal Agent, the Special Servicer or the
Trustee will have any liability for any actions taken by DTC or its nominee,
including, without limitation, actions for any aspect of the records relating
to or payments made on account of beneficial ownership interests in the
Offered Certificates held by Cede & Co., as nominee for DTC, or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interest.
Definitive Certificates. Definitive Certificates will be issued to
Certificate Owners or their nominees, respectively, rather than to DTC or its
nominee, only under the limited conditions set forth in the Prospectus under
"Description of the Certificates--Book-Entry Registration and Definitive
Certificates."
Upon the occurrence of an event described in the Prospectus in the last
paragraph under "Description of the Certificates--Book-Entry Registration and
Definitive Certificates," the Paying Agent is required to notify, through
DTC, Direct Participants who have ownership of Offered Certificates as
indicated on the records of DTC of the availability of Definitive
Certificates. Upon surrender by DTC of the definitive certificates
representing the Offered Certificates and upon receipt of instructions from
DTC
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for re-registration, the Certificate Registrar and the Authenticating Agent
will reissue the Offered Certificates as Definitive Certificates issued in
the respective Certificate Balances or Notional Amounts, as applicable, owned
by individual Certificate Owners, and thereafter the Paying Agent, the
Certificate Registrar, the Trustee, the Fiscal Agent, the Special Servicer
and the Servicer will recognize the holders of such Definitive Certificates
as Certificateholders under the Pooling and Servicing Agreement.
For additional information regarding DTC and Certificates maintained on
the book-entry records thereof, see "Description of the
Certificates--Book-Entry Registration and Definitive Certificates" in the
Prospectus.
DISTRIBUTIONS
Method, Timing and Amount. Distributions on the Certificates will be made
by the Paying Agent, to the extent of available funds, on the 19th day of
each month or, if any such 19th day is not a business day, then on the next
succeeding business day, commencing in July 1997 (each, a "Distribution
Date"). All such distributions (other than the final distribution on any
Certificate) will be made to the Certificateholders in whose names the
Certificates are registered at the close of business on each Record Date.
With respect to any Distribution Date, the "Record Date" will be the last
business day of the month preceding the month in which such Distribution Date
occurs. Each such distribution will be made by wire transfer in immediately
available funds to the account specified by the Certificateholder at a bank
or other entity having appropriate facilities therefor, if such
Certificateholder has provided the Paying Agent and Trustee with written
wiring instructions no less than five business days prior to the related
Record Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent distributions) and is the registered owner of
Certificates with an aggregate initial Certificate Balance or Notional
Amount, as the case may be, of at least $5,000,000, or otherwise by check
mailed to such Certificateholder. The final distribution on any Certificate
will be made in like manner, but only upon presentation and surrender of such
Certificate at the location that will be specified in a notice of the
pendency of such final distribution. All distributions made with respect to a
Class of Certificates will be allocated pro rata among the outstanding
Certificates of such Class based on their respective Percentage Interests.
The Servicer shall establish and maintain, or cause to be established and
maintained, one or more accounts (collectively, the "Certificate Account") as
described in the Pooling and Servicing Agreement. The Servicer is required to
deposit in the Certificate Account on a daily basis (and in no event later
than the business day following receipt in available funds) all payments and
collections due after the Cut-off Date and other amounts received or advanced
with respect to the Mortgage Loans (including, without limitation, Insurance
and Condemnation Proceeds and Liquidation Proceeds), and will be permitted to
make withdrawals therefrom as set forth in the Pooling and Servicing
Agreement.
The Paying Agent will establish and maintain an account (the "Lower-Tier
Distribution Account"), and a second account (the "Upper-Tier Distribution
Account" and, together with the Lower-Tier Distribution Account, the
"Distribution Accounts") in the name of the Paying Agent and for the benefit
of the Certificateholders. On each Distribution Date, the Paying Agent will
apply amounts on deposit in the Upper-Tier Distribution Account (which will
include all funds that were remitted by the Servicer from the Certificate
Account plus, among other things, any P&I Advances less amounts, if any,
distributable to the Class LR Certificates as set forth in the Pooling and
Servicing Agreement) generally to make distributions of interest and
principal from the Available Distribution Amount to the Certificateholders as
described herein. Each of the Certificate Account and the Distribution
Accounts will conform to certain eligibility requirements set forth in the
Pooling and Servicing Agreement.
The aggregate amount available for distribution to Certificateholders on
each Distribution Date (the "Available Distribution Amount") will, in
general, equal the sum of the following amounts:
(a) the total amount of all cash received on the Mortgage Loans and any
REO Properties that is on deposit in the Certificate Account and the
Lower-Tier Distribution Account as of the business day preceding the
related Servicer Remittance Date, exclusive of:
(i) all Monthly Payments collected but due on a Due Date subsequent
to the related Due Period;
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(ii) all principal prepayments, Balloon Payments, Liquidation
Proceeds, Insurance and Condemnation Proceeds and other unscheduled
recoveries received subsequent to the related Due Period;
(iii) all amounts in the Certificate Account and Lower-Tier
Distribution Account that are due or reimbursable to any person other
than the Certificateholders;
(iv) all Prepayment Premiums and Yield Maintenance Charges; and
(v) all amounts deposited in the Certificate Account and Lower-Tier
Distribution Account in error; and
(b) all P&I Advances made by the Servicer, the Trustee or Fiscal Agent,
as applicable, with respect to such Distribution Date (net of certain
amounts that are due or reimbursable to persons other than the
Certificateholders). See "Description of the Pooling
Agreements--Certificate Account" in the Prospectus.
The "Due Period" for each Distribution Date will be the period commencing
on the second day of the month preceding the month in which such Distribution
Date occurs and ending on the first day of the month in which such
Distribution Date occurs. Notwithstanding the foregoing, in the event that
the last day of a Due Period is not a business day, any payments received
with respect to the Mortgage Loans relating to such Due Period on the
business day immediately following such day shall be deemed to have been
received during such Due Period and not during any other Due Period. For
purposes of the discussion in the Prospectus, the Due Period is also the
Prepayment Period (as defined in the Prospectus).
Priority. On each Distribution Date, for so long as the Certificate
Balances of the Certificates have not been reduced to zero, the Paying Agent
will apply amounts on deposit in the Upper-Tier Distribution Account, to the
extent of the Available Distribution Amount, in the following order of
priority:
first, to the Class A-1, Class A-2 and Class X Certificates, pro rata
(based upon their respective entitlements to interest for such Distribution
Date), in respect of interest, up to an amount equal to the aggregate
Interest Distribution Amount for such Classes;
second, (i) to the Class A-1 Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount until
the Certificate Balance of such Class is reduced to zero, and (ii) following
reduction of the Certificate Balance of the Class A-1 Certificates to zero,
to the Class A-2 Certificates, in reduction of the Certificate Balance
thereof, an amount equal to the Principal Distribution Amount (or portion
thereof remaining after distributions on the Class A-1 Certificates on such
Distribution Date) until the Certificate Balance of such Class is reduced to
zero;
third, to the Class A-1 and Class A-2 Certificates, pro rata (based upon
the aggregate unreimbursed Collateral Support Deficit allocated to each such
Class), until all amounts of Collateral Support Deficit previously allocated
to such Classes, but not previously reimbursed, have been reimbursed in full;
fourth, to the Class B Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
fifth, following reduction of the Certificate Balances of the Class A
Certificates to zero, to the Class B Certificates, in reduction of the
Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or portion thereof remaining after distributions on the Class A
Certificates on such Distribution Date), until the Certificate Balance of
such Class is reduced to zero;
sixth, to the Class B Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class B Certificates, but not
previously reimbursed, have been reimbursed in full;
seventh, to the Class C Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
eighth, following reduction of the Certificate Balances of the Class A and
Class B Certificates to zero, to the Class C Certificates, in reduction of
the Certificate Balance thereof, an amount equal to the Principal
Distribution Amount (or portion thereof remaining after distributions on the
Class A and Class B Certificates on such Distribution Date), until the
Certificate Balance of such Class is reduced to zero;
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ninth, to the Class C Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class C Certificates, but not
previously reimbursed, have been reimbursed in full;
tenth, to the Class D Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
eleventh, following reduction of the Certificate Balances of the Class A,
Class B and Class C Certificates to zero, to the Class D Certificates, in
reduction of the Certificate Balance thereof, an amount equal to the
Principal Distribution Amount (or portion thereof remaining after
distributions on the Class A, Class B and Class C Certificates on such
Distribution Date), until the Certificate Balance of such Class is reduced to
zero;
twelfth, to the Class D Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class D Certificates, but not
previously reimbursed, have been reimbursed in full;
thirteenth, to the Class E Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
fourteenth, following reduction of the Certificate Balances of the Class
A, Class B, Class C and Class D Certificates to zero, to the Class E
Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (or portion thereof remaining
after distributions on the Class A, Class B, Class C and Class D Certificates
on such Distribution Date), until the Certificate Balance of such Class is
reduced to zero;
fifteenth, to the Class E Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class E Certificates, but not
previously reimbursed, have been reimbursed in full;
sixteenth, to the Class F Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
seventeenth, following reduction of the Certificate Balances of the Class
A, Class B, Class C, Class D and Class E Certificates to zero, to the Class F
Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (or portion thereof remaining
after distributions on the Class A, Class B, Class C, Class D and Class E
Certificates on such Distribution Date), until the Certificate Balance of
such Class is reduced to zero;
eighteenth, to the Class F Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class F Certificates, but not
previously reimbursed, have been reimbursed in full;
nineteenth, to the Class G Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for such Class;
twentieth, following reduction of the Certificate Balances of the Class A,
Class B, Class C, Class D, Class E and Class F Certificates to zero, to the
Class G Certificates, in reduction of the Certificate Balance thereof, an
amount equal to the Principal Distribution Amount (or portion thereof
remaining after distributions on the Class A, Class B, Class C, Class D,
Class E and Class F Certificates on such Distribution Date), until the
Certificate Balance of such Class is reduced to zero;
twenty-first, to the Class G Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class G Certificates, but not
previously reimbursed, have been reimbursed in full;
twenty-second, to the Class H Certificates, in respect of interest, up to
an amount equal to the Interest Distribution Amount for such Class;
twenty-third, following reduction of the Certificate Balances of the Class
A, Class B, Class C, Class D, Class E, Class F and Class G Certificates to
zero, to the Class H Certificates, in reduction of the Certificate Balance
thereof, an amount equal to the Principal Distribution Amount (or portion
thereof remaining after distributions on the Class A, Class B, Class C, Class
D, Class E, Class F and Class G Certificates on such Distribution Date),
until the Certificate Balance of such Class is reduced to zero;
twenty-fourth, to the Class H Certificates, until all amounts of
Collateral Support Deficit previously allocated to the Class H Certificates,
but not previously reimbursed, have been reimbursed in full;
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twenty-fifth, to the Class I Certificates, in respect of interest, up to
an amount equal to the Interest Distribution Amount for such Class;
twenty-sixth, following reduction of the Certificate Balances of the Class
A, Class B, Class C, Class D, Class E, Class F, Class G and Class H
Certificates to zero, to the Class I Certificates, in reduction of the
Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or portion thereof remaining after distributions on the Class A,
Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates
on such Distribution Date), until the Certificate Balance of such Class is
reduced to zero;
twenty-seventh, to the Class I Certificates, until all amounts of
Collateral Support Deficit previously allocated to the Class I Certificates,
but not previously reimbursed, have been reimbursed in full; and
twenty-eighth, to the Class R Certificates, the amount, if any, of the
Available Distribution Amount remaining in the Upper-Tier Distribution
Account with respect to such Distribution Date.
Reimbursement of previously allocated Collateral Support Deficit will not
constitute distributions of principal for any purpose and will not result in
an additional reduction in the Certificate Balance of the Class of
Certificates in respect of which any such reimbursement is made.
Notwithstanding the distribution priority second set forth above, on and
after the Distribution Date on which the Certificate Balances of the
Subordinate Certificates have all been reduced to zero (such date, the
"Cross-Over Date"), the Principal Distribution Amount will be distributed,
pro rata (based upon their respective Certificate Balances), among the
Classes of Class A Certificates without regard to the priorities set forth
above.
Pass-Through Rates. The Pass-Through Rate applicable to each Class of
Offered Certificates (other than the Class X Certificates) for any
Distribution Date will equal the rate per annum specified on the cover of
this Prospectus Supplement. Interest will accrue for each Class of
Certificates during the related Interest Accrual Period. The Pass-Through
Rate for the Class X Certificates (the "Class X Pass-Through Rate") for any
Distribution Date will equal the excess, if any, of (a) the weighted average
of the applicable Net Mortgage Rates for the Mortgage Loans, weighted on the
basis of their respective Stated Principal Balances as of the preceding
Distribution Date (after giving effect to the distribution of principal on
such Distribution Date) or, in the case of the first Distribution Date, the
Cut-off Date, over (b) the weighted average of the Pass-Through Rates on all
of the other Certificates (other than the Residual Certificates), weighted on
the basis of their respective Certificate Balances immediately prior to such
Distribution Date. The Class X Pass-Through Rate for the first Distribution
Date is expected to be approximately 1.39762% per annum.
The "Net Mortgage Rate" for each Mortgage Loan is equal to the related
Mortgage Rate in effect from time to time less the Administrative Cost Rate.
Interest Distribution Amount. The "Interest Distribution Amount" of any
Class of Certificates (other than the Residual Certificates) for any
Distribution Date is an amount equal to all Distributable Certificate
Interest in respect of such Class for such Distribution Date and, to the
extent not previously paid, for all prior Distribution Dates.
The "Distributable Certificate Interest" in respect of each Class of
Certificates (other than the Residual Certificates) for each Distribution
Date is equal to one month's interest at the Pass-Through Rate applicable to
such Class of Certificates for such Distribution Date accrued for the related
Interest Accrual Period on the related Certificate Balance or Notional
Amount, as the case may be, outstanding immediately prior to such
Distribution Date. Distributable Certificate Interest will be calculated on
the basis of a 360-day year consisting of twelve 30-day months.
Principal Distribution Amount. The "Principal Distribution Amount" for any
Distribution Date is an amount equal to the sum of (a) the Principal
Shortfall for such Distribution Date, (b) the Scheduled Principal
Distribution Amount for such Distribution Date and (c) the Unscheduled
Principal Distribution Amount for such Distribution Date.
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The "Scheduled Principal Distribution Amount" for each Distribution Date
will equal the aggregate of the principal portions of (a) all Monthly
Payments (excluding Balloon Payments) due during or, if and to the extent not
previously received or advanced and distributed to Certificateholders on a
preceding Distribution Date, prior to, the related Due Period and all Assumed
Scheduled Payments for the related Due Period, in each case to the extent
paid by the related borrower as of the business day preceding the related
Servicer Remittance Date or advanced by the Servicer, the Trustee or the
Fiscal Agent, as applicable, and (b) all Balloon Payments to the extent
received during the related Due Period, and to the extent not included in
clause (a) above. The Scheduled Principal Distribution Amount from time to
time will include all late payments of principal made by a borrower,
including late payments in respect of a delinquent Balloon Payment,
regardless of the timing of such late payments, except to the extent such
late payments are otherwise reimbursable to the Servicer, the Trustee or the
Fiscal Agent, as the case may be, for prior Advances.
The "Unscheduled Principal Distribution Amount" for each Distribution Date
will equal the aggregate of: (a) all voluntary prepayments of principal
received on the Mortgage Loans during the related Due Period; and (b) any
other collections (exclusive of payments by borrowers) received on the
Mortgage Loans and any REO Properties during the related Due Period, whether
in the form of Liquidation Proceeds, Insurance and Condemnation Proceeds, net
income, rents, and profits from REO Property or otherwise, that were
identified and applied by the Servicer as recoveries of previously unadvanced
principal of the related Mortgage Loan.
The "Assumed Scheduled Payment" for any Due Period and with respect to any
Mortgage Loan that is delinquent in respect of its Balloon Payment (including
any REO Loan as to which the Balloon Payment would have been past due), is an
amount equal to the sum of (a) the principal portion of the Monthly Payment
that would have been due on such Mortgage Loan on the related Due Date based
on the constant payment required by the related Mortgage Note or the original
amortization schedule thereof (as calculated with interest at the related
Mortgage Rate), if applicable, assuming such Balloon Payment has not become
due, after giving effect to any modification, and (b) interest on the Stated
Principal Balance of such Mortgage Loan at the applicable Mortgage Rate (net
of the rate at which the Servicing Fee is calculated).
For purposes of the foregoing definitions of Principal Distribution
Amount, the term "Principal Shortfall" for any Distribution Date means the
amount, if any, by which (i) the Principal Distribution Amount for the
preceding Distribution Date, exceeds (ii) the aggregate amount distributed in
respect of principal on the Class A, Class B, Class C, Class D, Class E,
Class F, Class G, Class H and Class I Certificates on such preceding
Distribution Date. There will be no Principal Shortfall on the first
Distribution Date.
Certain Calculations with Respect to Individual Mortgage Loans. The Stated
Principal Balance of each Mortgage Loan outstanding at any time represents
the principal balance of such Mortgage Loan ultimately due and payable to the
Certificateholders. The "Stated Principal Balance" of each Mortgage Loan will
initially equal the Cut-off Date Balance thereof and, on each Distribution
Date, will be reduced by the portion of the Principal Distribution Amount for
such date that is attributable to such Mortgage Loan. The Stated Principal
Balance of a Mortgage Loan may also be reduced in connection with any forced
reduction of the actual unpaid principal balance thereof imposed by a court
presiding over a bankruptcy proceeding in which the related borrower is the
debtor. See "Certain Legal Aspects of Mortgage Loans--Bankruptcy Laws" in the
Prospectus. If any Mortgage Loan is paid in full or such Mortgage Loan (or
any Mortgaged Property acquired in respect thereof) is otherwise liquidated,
then, as of the first Distribution Date that follows the end of the Due
Period in which such payment in full or liquidation occurred and
notwithstanding that a loss may have occurred in connection with any such
liquidation, the Stated Principal Balance of such Mortgage Loan shall be
zero.
For purposes of calculating distributions on, and allocations of
Collateral Support Deficit to, the Certificates, as well as for purposes of
calculating the Servicing Fee and Trustee Fee payable each month, each REO
Property will be treated as if there exists with respect thereto an
outstanding mortgage loan (an "REO Loan"), and all references to "Mortgage
Loan", "Mortgage Loans" and "Mortgage Pool"
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herein and in the Prospectus, when used in such context, will be deemed to
also be references to or to also include, as the case may be, any REO Loans.
Each REO Loan will generally be deemed to have the same characteristics as
its actual predecessor Mortgage Loan, including the same fixed Mortgage Rate
(and, accordingly, the same Net Mortgage Rate) and the same unpaid principal
balance and Stated Principal Balance. Amounts due on such predecessor
Mortgage Loan, including any portion thereof payable or reimbursable to the
Servicer, will continue to be "due" in respect of the REO Loan; and amounts
received in respect of the related REO Property, net of payments to be made,
or reimbursement to the Servicer or the Special Servicer for payments
previously advanced, in connection with the operation and management of such
property, generally will be applied by the Servicer as if received on the
predecessor Mortgage Loan.
ALLOCATION OF PREPAYMENT PREMIUMS AND YIELD MAINTENANCE CHARGES
On any Distribution Date, Prepayment Premiums collected during the related
Due Period will be distributed by the Paying Agent to the holders of the
Classes of Offered Certificates as follows: to each of the Class A, Class B,
Class C, Class D and Class E Certificates, for each such Class an amount
equal to the product of (a) a fraction, the numerator of which is the amount
distributed as principal to such Class on such Distribution Date, and the
denominator of which is the total amount distributed as principal to all
Classes of Certificates on such Distribution Date, (b) 25% and (c) the total
amount of Prepayment Premiums collected during the related Due Period. Any
Prepayment Premiums collected during the related Due Period remaining after
such distributions will be distributed to the holders of the Class X
Certificates.
On any Distribution Date, Yield Maintenance Charges collected during the
related Due Period will be distributed by the Paying Agent on the Classes of
Offered Certificates as follows: to each of the Class A, Class B, Class C,
Class D and Class E Certificates, for each such Class an amount equal to the
product of (a) a fraction, the numerator of which is the amount distributed
as principal to such Class on such Distribution Date, and the denominator of
which is the total amount distributed as principal to all Classes of
Certificates on such Distribution Date, (b) the Base Interest Fraction for
the related principal prepayment and such Class of Offered Certificates and
(c) the aggregate amount of Yield Maintenance Charges collected on such
principal prepayment during the related Due Period. Any Yield Maintenance
Charges collected during the related Due Period remaining after such
distributions will be distributed to the holders of the Class X Certificates.
The "Base Interest Fraction" with respect to any principal prepayment on
any Mortgage Loan and with respect to any Class of Offered Certificates
(other than the Class X Certificates) is a fraction (A) whose numerator is
the greater of (x) zero and (y) the difference between (i) the Pass-Through
Rate on such Class of Offered Certificates and (ii) the Yield Rate used in
calculating the Yield Maintenance Charge with respect to such principal
prepayment and (B) whose denominator is the difference between (i) the
Mortgage Rate on the related Mortgage Loan and (ii) the Yield Rate 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.
No Prepayment Premiums or Yield Maintenance Charges will be distributed to
holders of the Class F, Class G, Class H, Class I or Residual Certificates;
instead, after the Certificate Principal Balances of the Class A, Class B,
Class C, Class D and Class E Certificates have been reduced to zero, all
Prepayment Premiums and Yield Maintenance Charges will be distributed to
holders of the Class X Certificates.
For a description of Prepayment Premiums and Yield Maintenance Charges,
see "Description of the Mortgage Pool--Certain Terms and Conditions of the
Mortgage Loans--Prepayment Provisions" herein. See also "Certain Legal
Aspects of the Mortgage Loans--Default Interest and Limitations on
Prepayments" in the Prospectus regarding the enforceability of Yield
Maintenance Charges and Prepayment Premiums.
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ASSUMED FINAL DISTRIBUTION DATE; RATED FINAL DISTRIBUTION DATE
The "Assumed Final Distribution Date" with respect to any Class of Offered
Certificates is the Distribution Date on which the aggregate Certificate
Balance or Notional Amount, as the case may be, of such Class of Certificates
would be reduced to zero based on the assumptions set forth below. Such
Distribution Date shall in each case be as follows:
<TABLE>
<CAPTION>
CLASS DESIGNATION ASSUMED FINAL DISTRIBUTION DATE
- --------------------- -----------------------------------
<S> <C>
Class A-1 ............ July 19, 2004
Class A-2 ............ February 19, 2007
Class X .............. April 19, 2015
Class B .............. April 19, 2007
Class C .............. April 19, 2007
Class D .............. May 19, 2007
Class E .............. December 19, 2007
</TABLE>
THE ASSUMED FINAL DISTRIBUTION DATES SET FORTH ABOVE WERE CALCULATED
WITHOUT REGARD TO ANY DELAYS IN THE COLLECTION OF BALLOON PAYMENTS AND
WITHOUT REGARD TO A REASONABLE LIQUIDATION TIME WITH RESPECT TO ANY MORTGAGE
LOANS THAT MAY BECOME DELINQUENT. ACCORDINGLY, IN THE EVENT OF DEFAULTS ON
THE MORTGAGE LOANS, THE ACTUAL FINAL DISTRIBUTION DATE FOR ONE OR MORE
CLASSES OF THE OFFERED CERTIFICATES MAY BE LATER, AND COULD BE SUBSTANTIALLY
LATER, THAN THE RELATED ASSUMED FINAL DISTRIBUTION DATE(S).
In addition, the Assumed Final Distribution Dates set forth above were
calculated on the basis of a 0% CPR. Since the rate of payment (including
prepayments) of the Mortgage Loans may exceed the scheduled rate of payments,
and could exceed such scheduled rate by a substantial amount, the actual
final Distribution Date for one or more Classes of the Offered Certificates
may be earlier, and could be substantially earlier, than the related Assumed
Final Distribution Date(s). The rate of payments (including prepayments) on
the Mortgage Loans will depend on the characteristics of the Mortgage Loans,
as well as on the prevailing level of interest rates and other economic
factors, and no assurance can be given as to actual payment experience.
Finally, the Assumed Distribution Dates were calculated assuming that there
would not be an early termination of the Trust Fund.
The "Rated Final Distribution Date" for each Class of Offered Certificates
will be June 19, 2029, 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 (other than the
Interest Only Loan).
SUBORDINATION; ALLOCATION OF COLLATERAL SUPPORT DEFICIT
The rights of holders of the Subordinate Certificates to receive
distributions of amounts collected or advanced on the Mortgage Loans will be
subordinated, to the extent described herein, to the rights of holders of the
Senior Certificates. Moreover, to the extent described herein, the rights of
the holders of the Class I Certificates will be subordinated to the rights of
the holders of the Class H Certificates, the rights of the holders of the
Class H and Class I Certificates will be subordinated to the rights of the
holders of the Class G Certificates, the rights of the holders of the Class
G, Class H and Class I Certificates will be subordinated to the rights of the
holders of the Class F Certificates, the rights of the holders of the Class
F, Class G, Class H and Class I Certificates will be subordinated to the
rights of the holders of the Class E Certificates, the rights of the holders
of the Class E, Class F, Class G, Class H and Class I Certificates will be
subordinated to the rights of the holders of the Class D Certificates, the
rights of the holders of the Class D, Class E, Class F, Class G, Class H and
Class I Certificates will be subordinated to the rights of the holders of the
Class C Certificates, and the rights of the holders of the Class C, Class D,
Class E, Class F, Class G, Class H and Class I Certificates will be
subordinated to the rights of the holders of the Class B Certificates. This
subordination is intended to enhance the likelihood of timely receipt by the
holders of the Senior Certificates of the full amount of all interest payable
in respect of the Senior Certificates on each Distribution Date, and the
ultimate receipt by the holders of the Class A Certificates of principal in
an amount equal to, in each case, the entire Certificate Balance of such
Class of Certificates.
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Similarly, but to decreasing degrees, this subordination is also intended to
enhance the likelihood of timely receipt by the holders of the Class B
Certificates, the holders of the Class C Certificates, the holders of the
Class D Certificates and the holders of the Class E Certificates of the full
amount of interest payable in respect of such Classes of Certificates on each
Distribution Date, and the ultimate receipt by the holders of the Class B
Certificates, the holders of the Class C Certificates, the holders of the
Class D Certificates and the holders of the Class E Certificates of principal
equal to, in each case, the entire Certificate Balance of such Class of
Certificates. The protection afforded to the holders of the Class E
Certificates by means of the subordination of the Non-Offered Certificates
that are Subordinate Certificates (the "Non-Offered Subordinate
Certificates"), to the holders of the Class D Certificates by the
subordination of the Class E Certificates and the Non-Offered Subordinate
Certificates, to the holders of the Class C Certificates by means of the
subordination of the Class D and Class E Certificates and the Non-Offered
Subordinate Certificates, to the holders of the Class B Certificates by means
of the subordination of the Class C, Class D and Class E Certificates and the
Non-Offered Subordinate Certificates and to the holders of the Senior
Certificates by means of the subordination of the Subordinate Certificates,
will be accomplished by the application of the Available Distribution Amount
on each Distribution Date in accordance with the order of priority described
under "--Distributions" above and by the allocation of Collateral Support
Deficits in the manner described below. No other form of credit support will
be available for the benefit of the holders of the Offered Certificates.
Allocation to the Class A Certificates (unless the Cross-Over Date has
occurred, first to the Class A-1 Certificates until the Certificate Balance
has been reduced to zero and then to the Class A-2 Certificates), for so long
as they are outstanding, of the entire Principal Distribution Amount for each
Distribution Date will have the effect of reducing the aggregate Certificate
Balance of the Class A Certificates at a proportionately faster rate than the
rate at which the aggregate Stated Principal Balance of the Mortgage Pool
will reduce. Thus, as principal is distributed to the holders of such Class A
Certificates, the percentage interest in the Trust Fund evidenced by such
Class A Certificates will be decreased (with a corresponding increase in the
percentage interest in the Trust Fund evidenced by the Subordinate
Certificates), thereby increasing, relative to their respective Certificate
Balances, the subordination afforded such Class A Certificates by the
Subordinate Certificates.
Following retirement of the Class A Certificates, the successive
allocation on each Distribution Date of the Principal Distribution Amount to
the Class B Certificates, the Class C Certificates, the Class D Certificates
and the Class E Certificates, in that order, in each case for so long as they
are outstanding, will provide a similar benefit to each such Class of
Certificates as to the relative amount of subordination afforded by the
outstanding Classes of Certificates (other than the Class X and the Residual
Certificates) with later alphabetical Class designations.
On each Distribution Date, immediately following the distributions to be
made to the Certificateholders on such date, the Paying Agent is to calculate
the amount, if any, by which (i) the aggregate Stated Principal Balance of
the Mortgage Loans expected to be outstanding immediately following such
Distribution Date is less than (ii) the aggregate Certificate Balance of the
Certificates after giving effect to distributions of principal on such
Distribution Date (any such deficit, "Collateral Support Deficit"). The
Paying Agent will be required to allocate any such Collateral Support Deficit
among the respective Classes of Certificates as follows: to the Class I,
Class H, Class G, Class F, Class E, Class D, Class C and Class B Certificates
in that order, and in each case in respect of and until the remaining
Certificate Balance of such Class has been reduced to zero. Following the
reduction of the Certificate Balances of all such Classes to zero, the Paying
Agent will be required to allocate any such Collateral Support Deficit among
the Classes of Class A Certificates, pro rata (based upon their respective
Certificate Balances), until the remaining Certificate Balances of such
Classes have been reduced to zero. Any Collateral Support Deficit allocated
to a Class of Certificates will be allocated among respective Certificates of
such Class in proportion to the Percentage Interests evidenced thereby.
In general, Collateral Support Deficits could result from the occurrence
of: (i) losses and other shortfalls on or in respect of the Mortgage Loans,
including as a result of defaults and delinquencies thereon, Nonrecoverable
Advances made in respect thereof, the payment to the Special Servicer of any
compensation as described in "Servicing of the Mortgage Loans--Servicing and
Other Compensation and
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Payment of Expenses" herein, and the payment of interest on Advances and
certain servicing expenses; and (ii) certain unanticipated, non-Mortgage Loan
specific expenses of the Trust Fund, including certain reimbursements to the
Trustee and the Fiscal Agent as described under "Description of the Pooling
Agreements--Certain Matters Regarding the Trustee" in the Prospectus, certain
reimbursements to the Servicer and the Depositor as described under
"Description of the Pooling Agreements--Certain Matters Regarding the
Servicer and the Depositor" in the Prospectus, and certain federal, state and
local taxes, and certain tax-related expenses, payable out of the Trust Fund
as described under "Certain Federal Income Tax Consequences--Federal Income
Tax Consequences for REMIC Certificates" and "--Taxes That May Be Imposed on
the REMIC Pool" in the Prospectus. Accordingly, the allocation of Collateral
Support Deficit as described above will constitute an allocation of losses
and other shortfalls experienced by the Trust Fund.
A Class of Offered Certificates will be considered outstanding until its
Certificate Balance or Notional Amount, as the case may be, is reduced to
zero; provided, however, that reimbursement of any previously allocated
Collateral Support Deficit may thereafter be made to such Class.
ADVANCES
On the business day immediately preceding each Distribution Date (the
"Servicer Remittance Date"), the Servicer will be obligated, subject to the
recoverability determination described below, to make advances (each, a "P&I
Advance") out of its own funds or, subject to the replacement thereof as
provided in the Pooling and Servicing Agreement, certain funds held in the
Certificate Account that are not required to be part of the Available
Distribution Amount for such Distribution Date, in an amount equal to (but
subject to reduction as described in the following paragraph) the aggregate
of: (i) all Monthly Payments (net of the applicable Servicing Fee), other
than Balloon Payments, which were due on the Mortgage Loans during the
related Due Period and delinquent (or not advanced by any subservicer) as of
the business day preceding such Servicer Remittance Date; and (ii) in the
case of each Mortgage Loan delinquent in respect of its Balloon Payment as of
the end of the related Due Period (including any REO Loan as to which the
Balloon Payment would have been past due), an amount equal to the Assumed
Scheduled Payment therefor. The Servicer's obligations to make P&I Advances
in respect of any Mortgage Loan or REO Property will continue through
liquidation of such Mortgage Loan or disposition of such REO Property, as the
case may be. To the extent that the Servicer fails to make a P&I Advance that
it is required to make under the Pooling and Servicing Agreement, the Trustee
will make such required P&I Advance pursuant to the Pooling and Servicing
Agreement. To the extent that the Trustee fails to make a P&I Advance that it
is required to make under the Pooling and Servicing Agreement, the Fiscal
Agent will make such required P&I Advance.
The amount required to be advanced in respect of delinquent Monthly
Payments or Assumed Scheduled Payments on a Mortgage Loan with respect to any
Distribution Date that has been subject to an Appraisal Reduction Event will
equal the amount that would be required to be advanced by the Servicer
without giving effect to the Appraisal Reduction less any Appraisal Reduction
Amount with respect to such Mortgage Loan for such Distribution Date. None of
the Servicer, the Trustee or the Fiscal Agent will be required to make a P&I
Advance for default interest, Yield Maintenance Charges or Prepayment
Premiums.
In addition to P&I Advances, the Servicer will also be obligated (subject
to the limitations described herein) to make advances ("Servicing Advances"
and, collectively with P&I Advances, "Advances") in connection with the
servicing and administration of any Mortgage Loan in respect of which a
default, delinquency or other unanticipated event has occurred or is
reasonably foreseeable or in connection with the servicing and administration
of any Mortgaged Property or REO Property, to pay delinquent real estate
taxes, assessments and hazard insurance premiums and to cover other similar
costs and expenses necessary to preserve the priority of or enforce the
related Mortgage Loan documents or to protect, lease, manage and maintain the
related Mortgaged Property. To the extent that the Servicer fails to make a
Servicing Advance that it is required to make under the Pooling and Servicing
Agreement and the Trustee
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has notice of such failure, the Trustee will make such required Servicing
Advance pursuant to the Pooling and Servicing Agreement. To the extent that
the Trustee fails to make a Servicing Advance that it is required to make
under the Pooling and Servicing Agreement, the Fiscal Agent will make such
required Servicing Advance.
The Servicer, the Trustee or the Fiscal Agent, as applicable, will be
entitled to recover any Advance made out of its own funds from any amounts
collected in respect of the Mortgage Loan as to which such Advance was made,
whether in the form of late payments, Insurance and Condemnation Proceeds,
Liquidation Proceeds or otherwise from the Mortgage Loan ("Related
Proceeds"). Notwithstanding the foregoing, none of the Servicer, the Trustee
or the Fiscal Agent will be obligated to make any Advance that it determines
in its reasonable good faith judgment would, if made, not be recoverable
(including interest thereon) out of Related Proceeds (a "Nonrecoverable
Advance"), and the Servicer, the Trustee or the Fiscal Agent will be entitled
to recover any Advance that it so determines to be a Nonrecoverable Advance
out of general funds on deposit in the Certificate Account. The Trustee and
the Fiscal Agent will be entitled to rely conclusively on any
non-recoverability determination of the Servicer. Nonrecoverable Advances
will represent a portion of the losses to be borne by the Certificateholders.
See "Description of the Certificates--Advances in Respect of Delinquencies"
and "Description of the Pooling Agreements--Certificate Account" in the
Prospectus.
In connection with its recovery of any Advance, each of the Servicer, the
Trustee and the Fiscal Agent will be entitled to be paid, out of any amounts
then on deposit in the Certificate Account, interest at the Prime Rate (the
"Reimbursement Rate") accrued on the amount of such Advance from the date
made to but not including the date of reimbursement. The "Prime Rate" shall
be the rate, for any day, set forth as such in The Wall Street Journal, New
York edition.
Each Distribution Date Statement delivered by the Paying Agent to the
Certificateholders will contain information relating to the amounts of
Advances made with respect to the related Distribution Date. See "Description
of the Certificates--Reports to Certificateholders; Certain Available
Information" herein and "Description of Certificates--Reports to
Certificateholders" in the Prospectus.
APPRAISAL REDUCTIONS
After an Appraisal Reduction Event has occurred, an Appraisal Reduction
will be calculated. An "Appraisal Reduction Event" will occur on the earliest
of (i) the third anniversary of the date on which an extension of the
maturity date of a Mortgage Loan becomes effective as a result of a
modification of such Mortgage Loan by the Special Servicer, which extension
does not change the amount of Monthly Payments on the Mortgage Loan, (ii) 120
days after an uncured delinquency occurs in respect of a Mortgage Loan, (iii)
the date on which a reduction in the amount of Monthly Payments on a Mortgage
Loan, or a change in any other material economic term of the Mortgage Loan
(other than an extension of its maturity), becomes effective as a result of a
modification of such Mortgage Loan by the Special Servicer, (iv) 60 days
after a receiver has been appointed, (v) 60 days after a borrower declares
bankruptcy and (vi) immediately after a Mortgage Loan becomes an REO Loan;
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 Certificates) has been reduced to zero. The
"Appraisal Reduction" for any Distribution Date and for any Mortgage Loan as
to which any Appraisal Reduction Event has occurred will be an amount equal
to the excess of (a) the outstanding Stated Principal Balance of such
Mortgage Loan over (b) the excess of (i) 90% of the appraised value of the
related Mortgaged Property as determined (A) by one or more independent MAI
appraisals with respect to any Mortgage Loan with an outstanding principal
balance equal to or in excess of $2,000,000 (the costs of which shall be paid
by the Servicer as an Advance), and (B) by an internal valuation performed by
the Special Servicer with respect to any Mortgage Loan with an outstanding
principal balance less than $2,000,000, over (ii) the sum as of the Due Date
occurring in the month of such Distribution Date of (A) to the extent not
previously advanced by the Servicer, the Trustee or the Fiscal Agent, all
unpaid interest on such Mortgage Loan at a per annum rate equal to the
Mortgage Rate, (B) all unreimbursed Advances and interest thereon at the
Reimbursement Rate in respect of such Mortgage Loan and (C) all currently due
and unpaid real estate taxes and assessments, insurance premiums and ground
rents and all other amounts
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due and unpaid under the Mortgage Loan (which tax, premiums, ground rents
and other amounts have not been the subject of an Advance by the Servicer
and/or for which funds have not been escrowed). Within 60 days after the
Appraisal Reduction Event, the Special Servicer will be required to obtain
such appraisal; provided, however, that with respect to an Appraisal
Reduction Event described in clause (ii), the Special Servicer will be
required to obtain such appraisal within the 120-day period set forth in such
clause (ii). On the first Determination Date occurring on or after the
delivery of such MAI appraisal, the Special Servicer will be required to
calculate and report to the Servicer, and the Servicer will report to the
Paying Agent and the Trustee, the Appraisal Reduction to take into account
such appraisal. The "Determination Date" for each Distribution Date is the
13th day of the month in which such Distribution Date occurs or, if any such
13th day is not a business day, then the immediately preceding business day.
As a result of calculating one or more Appraisal Reductions, the amount of
any required P&I Advance will be reduced by an amount equal to the Appraisal
Reduction Amount, which will have the effect of reducing the amount of
interest available to the most subordinate Class of Certificates then
outstanding (i.e., first to the Class I Certificates, then to the Class H
Certificates, then to the Class G Certificates, then to the Class F
Certificates, then to the Class E Certificates, then to the Class D
Certificates, then to the Class C Certificates and then to the Class B
Certificates). See "--Advances" above. The "Appraisal Reduction Amount" for
any Distribution Date shall equal the product of (i) the applicable per annum
Pass-Through Rate (i.e., for any month, one twelfth of the Pass-Through Rate)
on the Class of Certificates to which the Appraisal Reduction is allocated,
and (ii) the sum of all Appraisal Reductions with respect to such
Distribution Date. In addition, Appraisal Reductions will be allocated to the
most subordinate Class of Certificates then outstanding (i.e., first to the
Class I Certificates, then to the Class H Certificates, then to the Class G
Certificates, then to the Class F Certificates, then to the Class E
Certificates, then to the Class D Certificates, then to the Class C
Certificates and then to the Class B Certificates) for purposes of
determining Voting Rights and the identity of the Controlling Class. See
"--Voting Rights" below and "Servicing of the Mortgage Loans--General"
herein.
With respect to each Mortgage Loan as to which an Appraisal Reduction has
occurred (unless such Mortgage Loan has become a Corrected Mortgage Loan and
has remained current for twelve consecutive Monthly Payments, and with
respect to which no other Appraisal Reduction Event has occurred with respect
thereto during the preceding twelve months), the Special Servicer is
required, within 30 days of each anniversary of the related Appraisal
Reduction Event, to order an appraisal (which may be an update of a prior
appraisal), the cost of which shall be an expense of the Trust Fund. Based
upon such appraisal, the Special Servicer shall redetermine and report to the
Paying Agent the amount of the Appraisal Reduction with respect to such
Mortgage Loan. Notwithstanding the foregoing, the Special Servicer will not
be required to obtain an appraisal with respect to a Mortgage Loan which is
the subject of an Appraisal Reduction Event to the extent the Special
Servicer has obtained an appraisal with respect to the related Mortgaged
Property within the 12-month period prior to the occurrence of such Appraisal
Reduction Event. Instead, the Special Servicer may use such prior appraisal
in calculating any Appraisal Reduction with respect to such Mortgage Loan.
With respect to each Mortgage Loan as to which an Appraisal Reduction has
occurred and which has become current and has remained current for twelve
consecutive Monthly Payments, and with respect to which no other Appraisal
Reduction Event has occurred and is continuing, the Special Servicer may
within 30 days of the date of such twelfth Monthly Payment, order an
appraisal (which may be an update of a prior appraisal), the cost of which
shall be an expense of the Trust Fund. Based upon such appraisal, the Special
Servicer shall redetermine and report to the Paying Agent the amount of the
Appraisal Reduction with respect to such Mortgage Loan.
REPORTS TO CERTIFICATEHOLDERS; CERTAIN AVAILABLE INFORMATION
On each Distribution Date, the Paying Agent will be required to forward by
mail to each holder of a Certificate, the Trustee, the Underwriters, the
Special Servicer and a financial market publisher (which is anticipated to
initially be Bloomberg, L.P.), if any, a statement (a "Distribution Date
Statement") setting forth, among other things: (i) the amount of the
distribution on such Distribution Date to the
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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 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 and the Special
Servicer during the Due Period for such Distribution Date; (v) the aggregate
Stated Principal Balance of the Mortgage Loans and any REO Loans outstanding
immediately before and immediately after such Distribution Date; (vi) the
number, aggregate principal balance, weighted average remaining term to
maturity and weighted average Mortgage Rate of the Mortgage Loans as of the
end of the related Due Period for such Distribution Date; (vii) the number
and aggregate principal balance of Mortgage Loans (A) delinquent one month,
(B) delinquent two months, (C) delinquent three or more months and (D) as to
which foreclosure proceedings have been commenced; (viii) the value of any
REO Property included in the Trust Fund as of the end of the related Due
Period for such Distribution Date, based on the most recent appraisal or
valuation; (ix) the Available Distribution Amount for such Distribution Date;
(x) the amount of the distribution on such Distribution Date to the holders
of such Class of Certificates allocable to (A) Prepayment Premiums and (B)
Yield Maintenance Charges; (xi) the Pass-Through Rate for such Class of
Certificates for such Distribution Date and the next succeeding Distribution
Date; (xii) the Scheduled Principal Distribution Amount and the Unscheduled
Principal Distribution Amount for such Distribution Date; (xiii) the
Certificate Balance or Notional Amount, as the case may be, of each Class of
Certificates immediately before and immediately after such Distribution Date,
separately identifying any reduction therein as a result of the allocation of
any Collateral Support Deficit on such Distribution Date; (xiv) the fraction,
expressed as a decimal carried to eight places, the numerator of which is the
then related Certificate Balance, and the denominator of which is the related
initial aggregate Certificate Balance, for each Class of Certificates (other
than the Residual Certificates) immediately following such Distribution Date;
(xv) the amount of any Appraisal Reductions effected in connection with such
Distribution Date on a loan-by-loan basis, the total Appraisal Reduction
effected in connection with such Distribution Date and the total Appraisal
Reduction Amounts as of such Distribution Date; (xvi) the number and related
principal balances of any Mortgage Loans extended or modified during the
related Due Period; (xvii) the amount of any remaining unpaid interest
shortfalls for such Class as of such Distribution Date; (xviii) a
loan-by-loan listing of each Mortgage Loan which was the subject of a
Principal Prepayment during the related Due Period and the amount and the
type of Principal Prepayment occurring; and (xix) a loan-by-loan listing of
any Mortgage Loan which was defeased during the related Due Period. In the
case of information furnished pursuant to clauses (i), (ii), (x) and (xvii)
above, the amounts shall be expressed as a dollar amount in the aggregate for
all Certificates of each applicable Class and per Definitive Certificate.
In addition, within a reasonable period of time after the end of each
calendar year, the Paying Agent shall furnish to the Trustee and each person
or entity who at any time during the calendar year was a holder of a
Certificate, a statement containing the information set forth in clauses (i),
(ii) and (x) above as to the applicable Class, aggregated for such calendar
year or applicable portion thereof during which such person was a
Certificateholder, together with such other information as the Paying Agent
deems necessary or desirable, or that a Certificateholder or Certificate
Owner reasonably requests, to enable Certificateholders to prepare their tax
returns for such calendar year. Such obligation of the Paying Agent shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Paying Agent pursuant to any
requirements of the Code as from time to time are in force.
The Servicer will provide a financial market publisher, which is
anticipated to initially be Bloomberg, L.P., quarterly with certain current
information with respect to the Mortgaged Properties, including current and
original net operating income, debt service coverage ratios based upon
borrowers' annual operating statements and occupancy rates, to the extent it
has received such information from the borrowers pursuant to the related loan
documents.
The Pooling and Servicing Agreement requires that the Paying Agent (or the
Trustee with respect to clause (f) only) make available at its offices
primarily responsible for administration of the Trust Fund, during normal
business hours, for review by any holder of an Offered Certificate, the
Depositor, the Special Servicer, the Servicer, the Extension Adviser, any
Rating Agency or any other person to whom the
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Paying Agent (or the Trustee, if applicable) believes such disclosure is
appropriate, originals or copies of, among other things, the following items:
(a) the Pooling and Servicing Agreement and any amendments thereto, (b) all
Distribution Date Statements delivered to holders of the relevant Class of
Offered Certificates since the Closing Date, (c) all officer's certificates
delivered to the Paying Agent since the Closing Date as described under
"Description of the Pooling Agreements--Evidence as to Compliance" in the
Prospectus, (d) all accountants' reports delivered to the Paying Agent since
the Closing Date as described under "Description of the Pooling
Agreements--Evidence as to Compliance" in the Prospectus, (e) the most recent
property inspection report prepared by or on behalf of the Servicer or the
Special Servicer and delivered to the Paying Agent in respect of each
Mortgaged Property, (f) copies of the Mortgage Loan documents, (g) any and
all modifications, waivers and amendments of the terms of a Mortgage Loan
entered into by the Servicer or the Special Servicer and delivered to the
Paying Agent, and (h) any and all statements and reports delivered to, or
collected by, the Servicer or the Special Servicer, from the borrowers,
including the most recent annual property operating statements, rent rolls
and borrower financial statements, but only to the extent such statements and
reports have been delivered to the Paying Agent. Copies of any and all of the
foregoing items will be available to Certificateholders from the Paying Agent
(or the Trustee with respect to clause (f) only) upon request; however, the
Paying Agent (or the Trustee with respect to clause (f) only) will be
permitted to require payment of a sum sufficient to cover the reasonable
costs and expenses of providing such copies. Pursuant to the Pooling and
Servicing Agreement, the Servicer will be responsible for enforcing all
provisions of the Mortgage Loan documents relating to the submission of
financial and property information.
The Pooling and Servicing Agreement will require the Servicer and the
Paying Agent, subject to certain restrictions set forth therein, to provide
the reports available to Certificateholders set forth above, as well as
certain other information received by the Servicer or the Paying Agent, as
the case may be, to any Certificateholder, the Underwriters, any Certificate
Owner or any prospective investor identified as such by a Certificate Owner
or Underwriter, that requests such reports or information; provided that the
Servicer or the Paying Agent, as the case may be, will be permitted to
require payment of a sum sufficient to cover the reasonable costs and
expenses of providing copies of such reports or information. Except as
otherwise set forth in this paragraph, until such time as Definitive
Certificates are issued, notices and statements required to be mailed to
holders of Certificates will be available to Certificate Owners of Offered
Certificates only to the extent they are forwarded by or otherwise available
through DTC and its Participants. Conveyance of notices and other
communications by DTC to Participants, and by Participants to such
Certificate Owners, will be governed by arrangements among them, subject to
any statutory or regulatory requirements as may be in effect from time to
time. Except as otherwise set forth in this paragraph, the Servicer, the
Special Servicer, the Trustee, the Depositor, the Paying Agent and the
Certificate Registrar are required to recognize as Certificateholders only
those persons in whose names the Certificates are registered on the books and
records of the Offered Certificate Registrar. The initial registered holder
of the Offered Certificates will be Cede & Co. as nominee for DTC.
VOTING RIGHTS
At all times during the term of the Pooling and Servicing Agreement, the
voting rights for the Certificates (the "Voting Rights") shall be allocated
among the respective Classes of Certificateholders as follows: (i) 4% in the
case of the Class X Certificates, and (ii) in the case of any other Class of
Certificates (other than the Residual Certificates), a percentage equal to
the product of 96% and a fraction, the numerator of which is equal to the
aggregate Certificate Balance of such Class, in each case, determined as of
the Distribution Date immediately preceding such time, and the denominator of
which is equal to the aggregate Certificate Balance of all Classes of
Certificates, each determined as of the Distribution Date immediately
preceding such time. Neither the Class R nor the Class LR Certificates will
be entitled to any Voting Rights. For purposes of determining Voting Rights,
the Certificate Balance of any Class shall be deemed to be reduced by the
amount allocated to such Class of any Appraisal Reductions related to
Mortgage Loans as to which Liquidation Proceeds or other final payment has
not yet been received. Voting Rights allocated to a Class of
Certificateholders shall be allocated among such Certificateholders in
proportion to the Percentage Interests evidenced by their respective
Certificates. Solely for purposes of giving any consent, approval or waiver
pursuant to the Pooling and Servicing Agreement, neither the
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Servicer, the Special Servicer nor the Depositor will be entitled to
exercise any Voting Rights with respect to any Certificates registered in its
name, if such consent, approval or waiver would in any way increase its
compensation or limit its obligations in such capacity under the Pooling and
Servicing Agreement; provided, however, that such restrictions will not apply
to the exercise of the Special Servicer's rights, if any, as a member of the
Controlling Class.
TERMINATION; RETIREMENT OF CERTIFICATES
The obligations created by the Pooling and Servicing Agreement will
terminate upon payment (or provision for payment) to all Certificateholders
of all amounts held by or on behalf of the Trustee and required to be paid
following the earlier of (i) the final payment (or advance in respect
thereof) or other liquidation of the last Mortgage Loan or REO Property
subject thereto or (ii) the purchase of all of the assets of the Trust Fund
by the Servicer, the Special Servicer, the holders of the Controlling Class
or the holders of the Class LR Certificates. Written notice of termination of
the Pooling and Servicing Agreement will be given to each Certificateholder,
and the final distribution will be made only upon surrender and cancellation
of the Certificates at the office of the Certificate Registrar or other
location specified in such notice of termination.
The Special Servicer, the Servicer, the holders of the Controlling Class
and the holders of the Class LR Certificates (in that order) will have the
right to purchase all of the assets of the Trust Fund. Any such purchase of
all the Mortgage Loans and other assets in the Trust Fund is required to be
made at a price equal to the sum of (i) the aggregate Purchase Price of all
the Mortgage Loans (exclusive of REO Loans) then included in the Trust Fund
and (ii) the aggregate fair market value of all REO Properties then included
in the Trust Fund (which fair market value for any REO Property may be less
than the Purchase Price for the corresponding REO Loan), as determined by an
appraiser selected and mutually agreed upon by the Servicer and the Trustee,
and approved by more than 50% of the Voting Rights of the Classes of
Certificates then outstanding, other than the Controlling Class, unless the
Controlling Class is the only Class of Certificates outstanding. Such
purchase will effect early retirement of the then outstanding Offered
Certificates, but the right of the Servicer, the Special Servicer, the
holders of the Controlling Class or the holders of the Class LR Certificates
to effect such termination is subject to the requirement that the then
aggregate Stated Principal Balance of the Mortgage Pool be less than 4% of
the Initial Pool Balance.
On the final Distribution Date, the aggregate amount paid by the Servicer,
the Special Servicer, the holders of the Controlling Class or the holders of
the Class LR Certificates, as the case may be, for the Mortgage Loans and
other assets in the Trust Fund (if the Trust Fund is to be terminated as a
result of the purchase described in the preceding paragraph), together with
all other amounts on deposit in the Certificate Account and not otherwise
payable to a person other than the Certificateholders (see "Description of
the Pooling Agreements--Certificate Account" in the Prospectus), will be
applied generally as described above under "--Distributions--Priority."
ANY OPTIONAL TERMINATION BY THE SPECIAL SERVICER, THE SERVICER, THE
HOLDERS OF THE CONTROLLING CLASS OR THE HOLDERS OF THE CLASS LR CERTIFICATES
WOULD RESULT IN PREPAYMENT IN FULL OF THE CERTIFICATES AND WOULD HAVE AN
ADVERSE EFFECT ON THE YIELD OF THE CLASS X CERTIFICATES BECAUSE A TERMINATION
WOULD HAVE AN EFFECT SIMILAR TO A PRINCIPAL PREPAYMENT IN FULL OF THE
MORTGAGE LOANS (WITHOUT, HOWEVER, THE PAYMENT OF ANY PREPAYMENT PREMIUMS OR
YIELD MAINTENANCE CHARGES) AND, AS A RESULT, INVESTORS IN THE CLASS X
CERTIFICATES AND ANY OTHER CERTIFICATES PURCHASED AT PREMIUM MIGHT NOT FULLY
RECOUP THEIR INITIAL INVESTMENT. SEE "YIELD AND MATURITY CONSIDERATIONS"
HEREIN.
THE TRUSTEE
LaSalle National Bank will act as Trustee of the Trust Fund. LaSalle
National Bank is a subsidiary of LaSalle National Corporation which is a
subsidiary of the Fiscal Agent. The corporate trust office of the Trustee
responsible for administration of the Trust is located at 135 South LaSalle
Street, Suite 1740, Chicago, Illinois 60603-4107 Attention: Asset-Backed
Securities Trust Service--Chase Commercial Mortgage Securities Corp., Series
1997-1. As of December 31, 1996, the LaSalle National Corporation had
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assets of approximately $19.0 billion. As compensation for the performance
of its duties, the Trustee will be paid a fee (the "Trustee Fee"). The
Trustee Fee will be payable monthly on a loan-by-loan basis from amounts
received in respect of interest on each Mortgage Loan, and will accrue at a
rate (the "Trustee Fee Rate") equal to 0.0064% per annum, and will be
computed on the basis of the Stated Principal Balance of the related Mortgage
Loan and for the same period respecting which any related interest payment on
the related Mortgage Loan is computed. In addition, the Trustee will be
entitled to recover from the Trust Fund all reasonable unanticipated expenses
and disbursements incurred or made by the Trustee in accordance with any of
the provisions of the Pooling and Servicing Agreement, but not including
expenses incurred in the ordinary course of performing its duties as Trustee
under the Pooling and Servicing Agreement, and not including any such
expense, disbursement or advance as may arise from its willful misconduct,
negligence or bad faith. See "Description of the Pooling Agreements--The
Trustee," "--Duties of the Trustee", "--Certain Matters Regarding the
Trustee" and "--Resignation and Removal of the Trustee" in the Prospectus.
THE FISCAL AGENT
ABN AMRO Bank N.V., a Netherlands banking corporation and the indirect
corporate parent of the Trustee, will act as Fiscal Agent for the Trust and
will be obligated to make any Advance required to be made, if not made, by
the Servicer and the Trustee under the Pooling and Servicing Agreement,
provided that the Fiscal Agent will not be obligated to make any Advance that
it deems to be a Nonrecoverable Advance. The Fiscal Agent will be entitled
(but not obligated) to rely conclusively on any determination by the Servicer
or the Trustee that an Advance, if made, would be a Nonrecoverable Advance.
The Fiscal Agent will be entitled to reimbursement for each Advance made by
it in the same manner and to the same extent as, but prior to, the Servicer
and the Trustee.
The Trustee will be responsible for payment of the compensation and
expenses of the Fiscal Agent; however, the combined fees retained by the
Trustee and paid to the Fiscal Agent may not exceed the Trustee Fee. In
addition, the Fiscal Agent will be entitled to recover from the Trust Fund
all reasonable unanticipated expenses and disbursements incurred or made by
the Fiscal Agent in accordance with any of the provisions of the Pooling and
Servicing Agreement (including the reasonable compensation and the reasonable
expenses and disbursements of its counsel and for all persons not regularly
in its employ), but not including expenses incurred in the ordinary course of
performing its duties as Fiscal Agent under the Pooling and Servicing
Agreement, and except any such expense, disbursement or advance as may arise
from its willful misconduct, negligence or bad faith.
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SERVICING OF THE MORTGAGE LOANS
GENERAL
The servicing of the Mortgage Loans and any REO Properties will be
governed by the Pooling and Servicing Agreement. The following summaries
describe certain provisions of the Pooling and Servicing Agreement relating
to the servicing and administration of the Mortgage Loans and any REO
Properties. The summaries do not purport to be complete and are subject, and
qualified in their entirety by reference, to the provisions of the Pooling
and Servicing Agreement. Reference is made to the Prospectus for additional
information regarding the terms of the Pooling and Servicing Agreement
relating to the servicing and administration of the Mortgage Loans and any
REO Properties, provided that the information herein supersedes any contrary
information set forth in the Prospectus. See "Description of the Pooling
Agreements" in the Prospectus.
Each of the Servicer (directly or through one or more subservicers) and
the Special Servicer will be required to service and administer the Mortgage
Loans for which it is responsible. The Mortgage Loans to be sold by PWRES and
Bear Stearns to the Depositor will be sub-serviced by GMAC Commercial
Mortgage Corporation ("GMAC"). In addition to the subservicing by GMAC of the
PWRES and Bear Stearns Mortgage Loans, the Servicer may delegate and/or
assign some or all of its servicing obligations and duties with respect to
some or all of the Mortgage Loans to one or more affiliates so long as such
delegation and/or assignment, in and of itself, does not cause the
qualification, withdrawal or downgrading of the then-current ratings assigned
to any Class of Certificates as confirmed in writing by the Rating Agencies.
Except in certain limited circumstances set forth in the Pooling and
Servicing Agreement, the Special Servicer will not be permitted to appoint
subservicers with respect to any of its servicing obligations and duties.
The Servicer and the Special Servicer will service and administer the
Mortgage Loans for which it is responsible on behalf of the Trustee and in
the best interests of and for the benefit of the Certificateholders (as
determined by the Servicer or the Special Servicer, as the case may be, in
its good faith and reasonable judgment), in accordance with applicable law,
the terms of the Pooling and Servicing Agreement, the terms of the respective
Mortgage Loans and, to the extent consistent with the foregoing, in
accordance with the higher of the following standards of care: (i) the same
manner in which, and with the same care, skill, prudence and diligence with
which the Servicer or the Special Servicer, as the case may be, services and
administers similar mortgage loans for other third-party portfolios, giving
due consideration to the customary and usual standards of practice of prudent
institutional commercial and multifamily mortgage lenders servicing their own
mortgage loans and (ii) the same care, skill, prudence and diligence with
which the Servicer or the Special Servicer, as the case may be, services and
administers commercial and multifamily mortgage loans owned by the Servicer
or the Special Servicer, as the case may be, in either case exercising
reasonable business judgment and acting in accordance with applicable law,
the terms of the Pooling and Servicing Agreement, the respective Mortgage
Loans or Specially Serviced Mortgage Loans, as applicable, and with a view to
the maximization of timely recovery of principal and interest on the Mortgage
Loans or Specially Serviced Mortgage Loans, as applicable, and the best
interests of the Trust and the Certificateholders, as determined by the
Servicer or the Special Servicer, as the case may be, in its reasonable
judgment, but without regard to: (A) any relationship that the Servicer or
the Special Servicer, as the case may be, or any affiliate thereof, may have
with the related borrower or any other party to the Pooling and Servicing
Agreement; (B) the ownership of any Certificate by the Servicer or the
Special Servicer, as the case may be, or any affiliate thereof; (C) the
Servicer's obligation to make Advances, whether in respect of delinquent
payments of principal and/or interest or to cover certain servicing expenses;
(D) the Servicer's or the Special Servicer's, as the case may be, right to
receive compensation for its services under the Pooling and Servicing
Agreement or with respect to any particular transaction; and (E) any
obligation of the Servicer (in its capacity as a Mortgage Loan Seller) to
cure a breach of a representation or warranty or repurchase a Mortgage Loan
(the foregoing, collectively referred to as the "Servicing Standards").
Except as otherwise described under "--Inspections; Collection of
Operating Information" below, the Servicer initially will be responsible for
the servicing and administration of the entire Mortgage Pool.
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With respect to any Mortgage Loan (i) as to which a payment default has
occurred at its original maturity date, or, if the original maturity date has
been extended, at its extended maturity, (ii) as to which any Monthly Payment
(other than a Balloon Payment) is more than 60 days delinquent, (iii) as to
which the borrower has entered into or consented to bankruptcy, appointment
of a receiver or conservator or a similar insolvency proceeding, or the
borrower has become the subject of a decree or order for such a proceeding
(provided that if such appointment, decree or order is stayed or discharged,
or such consent revoked within 60 days such Mortgage Loan shall not be
considered a Specially Serviced Mortgage Loan during such period), or the
related borrower has admitted in writing its inability to pay its debts
generally as they become due, (iv) as to which the Servicer shall have
received notice of the foreclosure or proposed foreclosure of any other lien
on the Mortgaged Property, (v) as to which, in the judgment of the Servicer,
a payment default has occurred or is reasonably foreseeable and is not likely
to be cured by the borrower within 60 days, and prior to acceleration of
amounts due under the related Mortgage Note or commencement of any
foreclosure or similar proceedings or (vi) as to which a default of which the
Servicer has notice (other than a failure by the related borrower to pay
principal or interest) and which materially and adversely affects the
interests of the Certificateholders has occurred and remains unremediated for
the applicable grace period specified in such Mortgage Loan (or if no grace
period is specified, 60 days), the Servicer will transfer its servicing
responsibilities to the Special Servicer, but will continue to receive
payments on such Mortgage Loan (including amounts collected by the Special
Servicer), to make certain calculations with respect to such Mortgage Loan
and to make remittances and prepare certain reports to the Certificateholders
with respect to such Mortgage Loan. If the related Mortgaged Property is
acquired in respect of any such Mortgage Loan (upon acquisition, an "REO
Property") whether through foreclosure, deed-in-lieu of foreclosure or
otherwise, the Special Servicer will continue to be responsible for the
operation and management thereof. The Mortgage Loans serviced by the Special
Servicer and any Mortgage Loans that have become REO Properties are referred
to herein as the "Specially Serviced Mortgage Loans". The Servicer shall have
no responsibility for the performance by the Special Servicer of its duties
under the Pooling and Servicing Agreement.
If any Specially Serviced Mortgage Loan, in accordance with its original
terms or as modified in accordance with the Pooling and Servicing Agreement,
becomes a performing Mortgage Loan for at least 90 days (provided no
additional event of default is foreseeable in the reasonable judgment of the
Special Servicer), the Special Servicer will return servicing of such
Mortgage Loan (a "Corrected Mortgage Loan") to the Servicer.
The Special Servicer will prepare a report (an "Asset Status Report") for
each Mortgage Loan which becomes a Specially Serviced Mortgage Loan not later
than 30 days after the servicing of such Mortgage Loan is transferred to the
Special Servicer. Each Asset Status Report will be delivered to the Directing
Certificateholder (as defined below) and the Rating Agencies. The Directing
Certificateholder may object to any Asset Status Report within 10 business
days of receipt; provided, however, that the Special Servicer shall implement
the recommended action as outlined in such Asset Status Report if it makes an
affirmative determination that such objection is not in the best interest of
all the Certificateholders. If the Directing Certificateholder disapproves
such Asset Status Report and the Special Servicer has not made the
affirmative determination described above, the Special Servicer will revise
such Asset Status Report as soon as practicable thereafter, but in no event
later than 30 days after such disapproval. The Special Servicer will revise
such Asset Status Report until the Directing Certificateholder fails to
disapprove such revised Asset Status Report as described above or until the
Special Servicer makes a determination that such objection is not in the best
interests of the Certificateholders.
The "Directing Certificateholder" will be the Controlling Class
Certificateholder selected by more than 50% of the Controlling Class
Certificateholders, by Certificate Balance, as certified by the Trustee from
time to time; provided, however, that (i) absent such selection, or (ii)
until a Directing Certificateholder is so selected or (iii) upon receipt of a
notice from a majority of the Controlling Class Certificateholders, by
Certificate Balance, that a Directing Certificateholder is no longer
designated, the Controlling Class Certificateholder that owns the largest
aggregate Certificate Balance of the Controlling Class will be the Directing
Certificateholder.
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A "Controlling Class Certificateholder" is each holder (or Certificate
Owner, if applicable) of a Certificate of the Controlling Class as certified
to the Trustee from time to time by such holder (or Certificate Owner).
The "Controlling Class" will be as of any time of determination the most
subordinate Class of Certificates then outstanding that has a Certificate
Balance at least equal to the lesser of (a) 1% of the Initial Pool Balance or
(b) 20% of the initial Certificate Balance of such Class, in the case of the
Class I Certificates, or 25% of the initial Certificate Balance of such
Class, in the case of any other Class. For purposes of determining identity
of the Controlling Class, the Certificate Balance of each Class shall be
deemed to be reduced by the amount allocated to such Class of any Appraisal
Reductions relating to Mortgage Loans as to which Liquidation Proceeds or
other final payment has not yet been received.
The Controlling Class as of the Closing Date will be the Class I
Certificates.
The Special Servicer will not be required to take or refrain from taking
any action pursuant to instructions from the Directing Certificateholder that
would cause it to violate applicable law, the Pooling and Servicing
Agreement, including the Servicing Standards, or the REMIC Provisions.
THE SERVICER
The Chase Manhattan Bank will act as servicer (in such capacity, the
"Servicer") and in such capacity will be responsible for servicing the
Mortgage Loans. The principal offices of the Servicer are located at 270 Park
Avenue, New York, New York 10017. As of March 31, 1997, the Servicer had a
stockholder's equity of approximately $20.74 billion and was the servicer of
a portfolio of multifamily and commercial mortgage loans, secured by
properties located throughout the United States and totaling approximately
$6.78 billion in aggregate outstanding principal amounts.
The information set forth herein concerning the Servicer has been provided
by the Servicer, and neither the Depositor nor the Underwriters make any
representation or warranty as to the accuracy or completeness of such
information.
THE SPECIAL SERVICER
Midland Loan Services, L.P. ("Midland" or the "Special Servicer") will
serve as the Special Servicer for the Trust Fund under the Pooling and
Servicing Agreement. Midland was organized under the laws of the State of
Missouri in 1992 as a limited partnership. Midland is a real estate financial
services company that provides loan servicing and asset management for
commercial and multifamily real estate assets and that originates commercial
real estate loans. Midland's address is 210 West 10th Street, 6th Floor,
Kansas City, Missouri 64105. As of March 31, 1997, Midland and its affiliates
were responsible for the servicing of approximately 11,500 commercial and
multifamily loans with an aggregate principal balance of approximately $13.12
billion, the collateral for which is located in all 50 states, Puerto Rico
and the District of Columbia. Approximately 10,300 of such loans, with an
aggregate principal balance of approximately $10.5 billion, pertain to
commercial and multifamily mortgage-backed securities. Midland provides
workout, asset management and disposition services for CMBS transactions,
institutional investors and government regulators. As of December 31, 1996,
Midland was acting as the special servicer on 16 CMBS transactions with
original principal balances in excess of $2.8 billion. Since 1991, Midland
has disposed of over 2,200 commercial real estate assets for net recoveries
of more than $1.5 billion.
The information set forth herein concerning the Special Servicer has been
provided by the Special Servicer, and neither the Depositor nor the
Underwriters make any representation or warranty as to the accuracy or
completeness of such information.
REPLACEMENT OF THE SPECIAL SERVICER
The Special Servicer may be removed, and a successor Special Servicer
appointed, at any time by the holders of Certificates representing more than
50% of the aggregate Certificate Balance of the Controlling
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Class, provided that each Rating Agency confirms in writing that such
replacement of the Special Servicer, in and of itself, will not cause a
qualification, withdrawal or downgrading of the then-current ratings assigned
to any Class of Certificates.
SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES
The fee of the Servicer (the "Servicing Fee") will be payable monthly on a
loan-by-loan basis from amounts received in respect of interest on each
Mortgage Loan, and will accrue at a rate (the "Servicing Fee Rate") equal to
0.10% per annum, with respect to Mortgage Loans sold to the Depositor by
Chase, 0.095% per annum, with respect to Mortgage Loans sold to the Depositor
by Bear Stearns and PWRES, and will be computed on the basis of the Stated
Principal Balance of the related Mortgage Loan and for the same period
respecting which any related interest payment on the related Mortgage Loan is
computed. As of any date of determination, the "Administrative Cost Rate"
will be equal to the sum of the Servicing Fee Rate and the Trustee Fee Rate,
and shall equal 0.1064% with respect to Mortgage Loans sold to the Depositor
by Chase and 0.1014% with respect to Mortgage Loans sold to the Depositor by
Bear Stearns and PWRES. In addition to the Servicing Fee, the Servicer will
be entitled to retain, as additional servicing compensation, (i) a percentage
of all assumption and modification fees paid by the borrowers on Mortgage
Loans that are not Specially Serviced Mortgage Loans, and three-quarters of
the extension fees associated with the first extension for Mortgage Loans as
to which the Special Servicer has extended the maturity of such Mortgage Loan
for a period of twelve months or less and certain other criteria are met and
(ii) late payment charges and default interest paid by the borrowers (other
than on Specially Serviced Mortgage Loans), but only to the extent the
amounts are not needed to pay interest on Advances. The Servicer also is
authorized but not required to invest or direct the investment of funds held
in the Certificate Account and the Distribution Accounts in Permitted
Investments, and the Servicer will be entitled to retain any interest or
other income earned on such funds and will bear any losses resulting from the
investment of such funds. The Servicer also is entitled to retain any
interest earned on any servicing escrow account to the extent such interest
is not required to be paid to the related borrowers. The Servicer will be
obligated to pay the annual fees of each Rating Agency.
The principal compensation to be paid to the Special Servicer in respect
of its special servicing activities will be the Special Servicing Fee, the
Workout Fee and the Liquidation Fee. The "Special Servicing Fee" will accrue
with respect to each Specially Serviced Mortgage Loan at a rate equal to
0.25% per annum (the "Special Servicing Fee Rate") on the basis of the same
principal amount and for the same period respecting which any related
interest payment due or deemed due on such Specially Serviced Mortgage Loan
is computed, and will be payable monthly from the Trust Fund. A "Workout Fee"
will in general be payable with respect to each Corrected Mortgage Loan. As
to each Corrected Mortgage Loan, the Workout Fee will be payable out of, and
will be calculated by application of a "Workout Fee Rate" of 1% to each
collection of interest and principal (including scheduled payments,
prepayments, Balloon Payments, and payments at maturity) received on such
Mortgage Loan for so long as it remains a Corrected Mortgage Loan. The
Workout Fee with respect to any Corrected Mortgage Loan will cease to be
payable if such loan again becomes a Specially Serviced Mortgage Loan;
provided that a new Workout Fee will become payable if and when such Mortgage
Loan again becomes a Corrected Mortgage Loan. If the Special Servicer is
terminated (other than for cause), it shall retain the right to receive any
and all Workout Fees payable with respect to Mortgage Loans that became
Corrected Mortgage Loans during the period that it acted as Special Servicer
and were still such at the time of such termination or resignation (and the
successor Special Servicer shall not be entitled to any portion of such
Workout Fees), in each case until the Workout Fee for any such loan ceases to
be payable in accordance with the preceding sentence. A "Liquidation Fee"
will be payable with respect to each Specially Serviced Mortgage Loan as to
which the Special Servicer obtains a full or discounted payoff with respect
thereto from the related borrower and, except as otherwise described below,
with respect to any Specially Serviced Mortgage Loan or REO Property as to
which the Special Servicer receives any Liquidation Proceeds or condemnation
proceeds, or, in the case of any REO Property, insurance proceeds. As to each
such Specially Serviced Mortgage Loan, the Liquidation Fee will be payable
from, and will be calculated by application of a "Liquidation Fee Rate" of 1%
to the related payment or proceeds. Notwithstanding anything to the contrary
described above, no Liquidation Fee will be payable based on, or out of,
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Liquidation Proceeds received in connection with the repurchase of any
Mortgage Loan by the Mortgage Loan Seller for a breach of representation or
warranty or for defective or deficient Mortgage Loan documentation, the
purchase of any Specially Serviced Mortgage Loan by the Servicer or the
Special Servicer or the purchase of all of the Mortgage Loans and REO
Properties in connection with an optional termination of the Trust Fund. If,
however, Liquidation Proceeds are received with respect to any Corrected
Mortgage Loan and the Special Servicer is properly entitled to a Workout Fee,
such Workout Fee will be payable based on and out of the portion of such
Liquidation Proceeds that constitutes principal and/or interest. The Special
Servicer will be entitled to additional servicing compensation in the form of
a percentage of all assumption fees, extension fees and modification fees
received on or with respect to Mortgage Loans and all assumption fees,
extension fees and modification fees received on or with respect to Specially
Serviced Mortgage Loans, except for those such fees to which the Servicer is
entitled as described above. The Special Servicer will also be entitled to
late payment charges and default interest paid by the borrowers on Specially
Serviced Mortgage Loans, but only to the extent such amounts are not needed
to pay interest on Advances.
Although the Servicer and the Special Servicer are each required to
service and administer the Mortgage Pool in accordance with the Servicing
Standards above and, accordingly, without regard to its right to receive
compensation under the Pooling and Servicing Agreement, additional servicing
compensation in the nature of assumption and modification fees may under
certain circumstances provide the Servicer or the Special Servicer, as the
case may be, with an economic disincentive to comply with such standard.
As and to the extent described herein under "Description of the
Certificates--Advances," the Servicer will be entitled to receive interest on
Advances, such interest to be paid contemporaneously with the reimbursement
of the related Advance.
Each of the Servicer and the Special Servicer generally will be required
to pay all expenses incurred by it in connection with its servicing
activities under the Pooling and Servicing Agreement and will not be entitled
to reimbursement therefor except as expressly provided in the Pooling and
Servicing Agreement. In connection therewith, the Servicer will be
responsible for all fees of any subservicers. See "Description of the
Certificates--Distributions--Method, Timing and Amount" herein and
"Description of the Pooling Agreements--Certificate Account" and "--Servicing
Compensation and Payment of Expenses" in the Prospectus.
MAINTENANCE OF INSURANCE
To the extent permitted by the related Mortgage Loan and required by the
Servicing Standards, the Servicer will use its reasonable best efforts to
cause each borrower to maintain, and if the borrower does not so maintain,
shall itself maintain to the extent available at commercially reasonable
rates (as determined by the Servicer in accordance with Servicing Standards),
a fire and hazard insurance policy with extended coverage covering the
related Mortgaged Property. The coverage of each such policy will be in an
amount that is not less than the lesser of the full replacement cost of the
improvements securing such Mortgage Loan or the outstanding principal balance
owing on such Mortgage Loan, but in any event, in an amount sufficient to
avoid the application of any co-insurance clause unless otherwise noted in
the related Mortgage Loan documents. During all such times as the Mortgaged
Property is located in an area identified as a federally designated special
flood hazard area (and such flood insurance has been made available), the
Servicer will use its reasonable best efforts to cause each borrower to
maintain (to the extent required by the related Mortgage Loan), and if the
borrower does not so maintain, shall itself maintain to the extent available
at commercially reasonable rates (as determined by the Servicer in accordance
with the Servicing Standards), a flood insurance policy in an amount
representing coverage not less than the lesser of (i) the outstanding
principal balance of the related Mortgage Loan and (ii) the maximum amount of
insurance which is available under the Flood Disaster Protection Act of 1973,
as amended, but only to the extent that the related Mortgage Loan permits the
lender to require such coverage and maintaining such coverage is consistent
with the Servicing Standards. The Special Servicer will be required to
maintain (or cause to be maintained), fire and hazard insurance on each REO
Property, to the extent obtainable, in an amount which is at least equal to
the lesser of (i) an amount necessary to
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avoid the application of any co-insurance clause and (ii) the full
replacement cost of the improvements on such REO Property. In addition,
during all such times as the REO Property is located in an area identified as
a federally designated special flood hazard area, the Special Servicer will
cause to be maintained, to the extent available at commercially reasonable
rates (as determined by the Special Servicer in accordance with the Servicing
Standards), a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration in an amount representing
coverage not less than the maximum amount of insurance which is available
under the Flood Disaster Protection Act of 1973, as amended. The Pooling and
Servicing Agreement provides that the Servicer and the Special Servicer may
satisfy their respective obligations to cause each borrower to maintain a
hazard insurance policy by maintaining a blanket or master single interest
policy insuring against hazard losses on the Mortgage Loans and REO
Properties. Any losses incurred with respect to Mortgage Loans or REO
Properties due to uninsured risks (including earthquakes, mudflows and
floods) or insufficient hazard insurance proceeds may adversely affect
payments to Certificateholders. Any cost incurred by the Servicer in
maintaining any such insurance policy if the borrower defaults on its
obligation to do so shall be advanced by the Servicer as a Servicing Advance
and will be charged to the related borrower. Generally, no borrower is
required by the Mortgage Loan documents to maintain earthquake insurance on
any Mortgaged Property and the Special Servicer will not be required to
maintain earthquake insurance on any REO Properties. Any cost of maintaining
any such insurance shall be paid out of a segregated custodial account
created and maintained by the Special Servicer on behalf of the Trustee in
trust for the Certificateholders (the "REO Account") or advanced by the
Servicer as a Servicing Advance.
Such costs may be recovered by the Servicer from reimbursements received
from the borrower or, if the borrower does not pay such amounts, as Servicing
Advances as set forth in the Pooling and Servicing Agreement.
No pool insurance policy, special hazard insurance policy, bankruptcy
bond, repurchase bond or certificate guarantee insurance will be maintained
with respect to the Mortgage Loans, nor will any Mortgage Loan be subject to
FHA insurance.
THE EXTENSION ADVISER
Election of the Extension Adviser. Except as provided below, the Class A,
Class B, Class C, Class D and Class E Certificateholders will be entitled to
elect a representative (the "Extension Adviser") from whom the Special
Servicer will seek approval as described below. Promptly after the Closing
Date (but in no event later than 30 days after the Closing Date), the Trustee
shall hold an election to determine the Extension Adviser. Upon (i) the
receipt by the Trustee of written requests for an election of an Extension
Adviser from such holders of such Certificates representing more than 50% of
the Voting Rights of such Certificates or (ii) the resignation or removal of
the person acting as Extension Adviser, an election of a successor Extension
Adviser will be held commencing as soon as practicable thereafter. The
Extension Adviser may be removed at any time by the written vote of holders
of such Certificates representing more than 50% of the Voting Rights of such
Certificates. In the event that after the Closing Date an Extension Adviser
shall have resigned or been removed and a successor Extension Adviser shall
not have been elected, there shall be no Extension Adviser, and the
provisions of the Pooling and Servicing Agreement relating to the Special
Servicer's right or obligation to consult with or seek and/or obtain approval
from an Extension Adviser shall be of no effect during any such period that
there is no Extension Adviser.
The Special Servicer will not be required to take or refrain from taking
any action pursuant to instructions from the Extension Adviser that would
cause it to violate the Pooling and Servicing Agreement, including the
Servicing Standards or the REMIC Provisions.
The initial Extension Adviser will be appointed pursuant to the Pooling
and Servicing Agreement and will be the Trustee or its designee.
Duties of the Extension Adviser. The Special Servicer will not be
permitted to grant any extension of the maturity of a Specially Serviced
Mortgage Loan beyond the third anniversary of such Mortgage Loan's original
maturity date, unless the Extension Adviser has approved such action in
writing within ten days after receiving from the Special Servicer written
notice thereof and sufficient information to make
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an informed decision (provided that if a written objection to such extension
from the Extension Adviser has not been received by the Special Servicer
within said ten day period, then the Extension Adviser's approval will be
deemed to have been given). In addition, the Extension Adviser will confirm
to its reasonable satisfaction that all conditions precedent to granting any
such extension set forth in the Pooling and Servicing Agreement have been
satisfied, as described under "--Modifications, Waiver and Amendments" below.
Limitation on Liability of Extension Adviser. The Extension Adviser will
be acting solely as a representative of the interests of the Classes of
Certificateholders that elected the Extension Adviser and will have no
liability to the Trust or any other Class of Certificateholders for any
action taken, or for refraining from the taking of any action, in good faith
pursuant to the Pooling and Servicing Agreement, or for errors in judgment;
provided that the Extension Adviser will not be protected against any
liability which would otherwise be imposed by reason of willful misfeasance,
bad faith or negligence in the performance of duties or by reason of reckless
disregard of obligations or duties. By its acceptance of a Certificate, each
Certificateholder confirms its understanding that the Extension Adviser may
take actions that favor the interest of one or more Classes of the
Certificates over other Classes of the Certificates, and that the Extension
Adviser may have interests that conflict with those of holders of some
Classes of the Certificates and, absent willful misfeasance, bad faith,
negligence or reckless disregard of obligations or duties on the part of the
Extension Adviser, agrees to take no action against the Extension Adviser or
any of its officers, directors, employees, principals or agents as a result
of such special relationships or conflicts.
MODIFICATIONS, WAIVER AND AMENDMENTS
The Special Servicer may agree to extend the maturity date of a Mortgage
Loan that is not a Specially Serviced Mortgage Loan; provided, however, that,
no such extension entered into by the Special Servicer shall extend the
maturity date beyond the earlier of (i) two years prior to the Rated Final
Distribution Date and (ii) in the case of a Mortgage Loan secured by a
leasehold estate, the date ten years prior to the expiration of such
leasehold estate; and provided further that, if such extension would extend
the maturity date of a Mortgage Loan for more than twelve months from and
after the original maturity date of such Mortgage Loan, the Special Servicer
must obtain the opinion of counsel described in the next sentence. Except as
otherwise set forth in this paragraph, the Special Servicer (or in certain
circumstances the Servicer) may not waive, modify or amend any provision of a
Mortgage Loan except for (i) the waiver of any due-on-sale clause or
due-on-encumbrance clause to the extent permitted in the Pooling and
Servicing Agreement, and (ii) any waiver, modification or amendment that
would not be a "significant modification" of the Mortgage Loan within the
meaning of Treasury Regulations Section 1.860G-2(b) and as to which the
Special Servicer has provided the Trustee with an opinion of counsel that
such waiver, modification or amendment will not constitute such a
"significant modification."
If, but only if, the Special Servicer determines that a modification,
waiver or amendment (including the forgiveness or deferral of interest or
principal or the substitution or release of collateral or the pledge of
additional collateral) of the terms of a Specially Serviced Mortgage Loan
with respect to which a payment default or other material default has
occurred or a payment default is, in the Special Servicer's judgment,
reasonably foreseeable, is reasonably likely to produce a greater recovery on
a present value basis (the relevant discounting to be performed at the
related Mortgage Rate) than liquidation of such Specially Serviced Mortgage
Loan, then the Special Servicer may, but is not required to, agree to a
modification, waiver or amendment of such Specially Serviced Mortgage Loan,
subject to the restrictions and limitations described below; provided,
however, that the Extension Adviser must approve or be deemed to approve an
extension of the maturity of a Specially Serviced Mortgage Loan beyond the
third anniversary of such Mortgage Loan's original maturity date. The Special
Servicer will use its best efforts to the extent possible to fully amortize a
modified Mortgage Loan prior to the Rated Final Distribution Date.
The Special Servicer may not agree to a modification, waiver or amendment
of any term of any Specially Serviced Mortgage Loan if such modification,
waiver or amendment would:
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(i) extend the maturity date of any such Specially Serviced Mortgage
Loan to a date occurring later than the earlier of (A) two years prior to
the Rated Final Distribution Date and (B) if such Specially Serviced
Mortgage Loan is secured by a leasehold estate, the date ten years prior
to the expiration of such leasehold;
(ii) reduce the related Net Mortgage Rate to less than the lesser of (A)
the original Net Mortgage Rate and (B) the highest Pass-Through Rate on
any Class of Certificates (other than the Class X Certificates); or
(iii) provide for the deferral of interest unless (A) interest accrues
thereon, generally, at the related Mortgage Rate and (B) the aggregate
amount of such deferred interest does not exceed 10% of the unpaid
principal balance of such Specially Serviced Mortgage Loan.
In the event of a modification which creates a deferral of interest, the
Pooling and Servicing Agreement will provide that the amount of deferred
interest will be allocated to reduce the Distributable Certificate Interest
of the Class or Classes (other than the Class X Certificates) with the latest
alphabetical designation then outstanding, and to the extent so allocated,
shall be added to the Certificate Balance of such Class or Classes.
The Special Servicer or the Servicer, as the case may be, will notify each
other, the Rating Agencies and the Trustee of any modification, waiver or
amendment of any term of any Mortgage Loan and must deliver to the Trustee
for deposit in the related mortgage file, an original counterpart of the
agreement related to such modification, waiver or amendment, promptly
following the execution thereof. Copies of each agreement whereby any such
modification, waiver or amendment of any term of any Mortgage Loan is
effected are to be available for review during normal business hours at the
offices of the Paying Agent. See "Description of the Certificates--Reports to
Certificateholders; Certain Available Information" herein.
REALIZATION UPON DEFAULTED MORTGAGE LOANS
Pursuant to the Pooling and Servicing Agreement, if a default on a
Mortgage Loan has occurred or, in the Special Servicer's judgment, a payment
default is imminent, the Special Servicer, on behalf of the Trustee, may at
any time institute foreclosure proceedings, exercise any power of sale
contained in the related Mortgage, obtain a deed in lieu of foreclosure or
otherwise acquire title to the related Mortgaged Property, by operation of
law or otherwise. The Special Servicer shall not, however, acquire title to
any Mortgaged Property or take any other action with respect to any Mortgaged
Property that would cause the Trustee, for the benefit of the
Certificateholders, or any other specified person to be considered to hold
title to, to be a "mortgagee-in-possession" of or to be an "owner" or an
"operator" of such Mortgaged Property within the meaning of certain federal
environmental laws, unless the Special Servicer has previously received a
report prepared by a person who regularly conducts environmental audits
(which report will be an expense of the Trust Fund) and either:
(i) such report indicates that (a) the Mortgaged Property is in
compliance with applicable environmental laws and regulations and (b)
there are no circumstances or conditions present at the Mortgaged Property
that have resulted in any contamination for which investigation, testing,
monitoring, containment, clean-up or remediation could be required under
any applicable environmental laws and regulations; or
(ii) the Special Servicer, based solely (as to environmental matters and
related costs) on the information set forth in such report, determines
that taking such actions as are necessary to bring the Mortgaged Property
into compliance with applicable environmental laws and regulations and/or
taking the actions contemplated by clause (i)(b) above, is reasonably
likely to produce a greater recovery, taking into account the time value
of money, than not taking such actions. See "Certain Legal Aspects of
Mortgage Loans--Environmental Risks" in the Prospectus.
The Pooling and Servicing Agreement grants to the Servicer and the Special
Servicer a right of first refusal to purchase from the Trust Fund, at the
Purchase Price, any Mortgage Loan as to which a specified number of scheduled
payments are delinquent. In addition, the Special Servicer may offer to sell
any
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defaulted Mortgage Loan if and when the Special Servicer determines,
consistent with the Servicing Standards, that such a sale would produce a
greater recovery, taking into account the time value of money, than would
liquidation of the related Mortgaged Property. In the absence of any such
sale, the Special Servicer will generally be required to proceed against the
related Mortgaged Property, subject to the discussion above.
If title to any Mortgaged Property is acquired by the Trust Fund, the
Special Servicer, on behalf of the Trust Fund, will be required to sell the
Mortgaged Property within two years of acquisition, unless (i) the Internal
Revenue Service (the "IRS") grants an extension of time to sell such property
or (ii) the Trustee receives an opinion of independent counsel to the effect
that the holding of the property by the Trust Fund for more than two years
after its acquisition will not result in the imposition of a tax on either
the Upper-Tier REMIC or the Lower-Tier REMIC or cause the Trust Fund (or
either the Upper-Tier REMIC or the Lower-Tier REMIC) to fail to qualify as a
REMIC under the Code at any time that any Certificate is outstanding. Subject
to the foregoing and any other tax-related limitations, pursuant to the
Pooling and Servicing Agreement, the Special Servicer will generally be
required to attempt to sell any Mortgaged Property so acquired on the same
terms and conditions it would if it were the owner. The Special Servicer will
also be required to ensure that any Mortgaged Property acquired by the Trust
Fund is administered so that it constitutes "foreclosure property" within the
meaning of Code Section 860G(a)(8) at all times, that the sale of such
property does not result in the receipt by the Trust Fund of any income from
nonpermitted assets as described in Code Section 860F(a)(2)(B). If the Trust
Fund acquires title to any Mortgaged Property, the Special Servicer, on
behalf of the Trust Fund, will retain, at the expense of the Trust Fund, an
independent contractor to manage and operate such property. The retention of
an independent contractor, however, will not relieve the Special Servicer of
its obligation to manage such Mortgaged Property as required under the
Pooling and Servicing Agreement.
Generally, neither the Upper-Tier REMIC nor the Lower-Tier REMIC will be
taxable on income received with respect to a Mortgaged Property acquired by
the Trust Fund to the extent that it constitutes "rents from real property,"
within the meaning of Code Section 856(c)(3)(A) and Treasury regulations
thereunder. "Rents from real property" include fixed rents and rents based on
the receipts or sales of a tenant but do not include the portion of any
rental based on the net income or profit of any tenant or sub-tenant. No
determination has been made whether rent on any of the Mortgaged Properties
meets this requirement. "Rents from real property" include charges for
services customarily furnished or rendered in connection with the rental of
real property, whether or not the charges are separately stated. Services
furnished to the tenants of a particular building will be considered as
customary if, in the geographic market in which the building is located,
tenants in buildings which are of similar class are customarily provided with
the service. No determination has been made whether the services furnished to
the tenants of the Mortgaged Properties are "customary" within the meaning of
applicable regulations. It is therefore possible that a portion of the rental
income with respect to a Mortgaged Property owned by the Trust Fund,
presumably allocated based on the value of any non-qualifying services, would
not constitute "rents from real property." Any of the foregoing types of
income may instead constitute "net income from foreclosure property," which
would be taxable to the Lower-Tier REMIC at the highest marginal federal
corporate rate (currently 35%) and may also be subject to state or local
taxes. Because these sources of income, if they exist, are already in place
with respect to the Mortgaged Properties, it is generally viewed as
beneficial to Certificateholders to permit the Trust Fund to continue to earn
them if it acquires a Mortgaged Property, even at the cost of this tax. Any
such taxes would be chargeable against the related income for purposes of
determining the proceeds available for distribution to holders of
Certificates. See "Certain Federal Income Tax Consequences--Federal Income
Tax Consequences for REMIC Certificates" and "--Taxes That May Be Imposed on
the REMIC Pool--Net Income from Foreclosure Property" in the Prospectus.
To the extent that Liquidation Proceeds collected with respect to any
Mortgage Loan are less than the sum of (i) the outstanding principal balance
of such Mortgage Loan, (ii) interest accrued thereon and (iii) the aggregate
amount of outstanding reimbursable expenses (including any unreimbursed
Servicing Advances and unpaid and accrued interest thereon) incurred with
respect to such Mortgage Loan, then the Trust Fund will realize a loss in the
amount of such shortfall. The Trustee, the Servicer, the Special
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Servicer and/or the Fiscal Agent will be entitled to reimbursement out of
the Liquidation Proceeds recovered on any Mortgage Loan, prior to the
distribution of such Liquidation Proceeds to Certificateholders, of any and
all amounts that represent unpaid servicing compensation in respect of such
Mortgage Loan, certain unreimbursed expenses incurred with respect to such
Mortgage Loan and any unreimbursed Advances made with respect to such
Mortgage Loan. In addition, amounts otherwise distributable on the
Certificates will be further reduced by interest payable to the Servicer,
Trustee or Fiscal Agent on any such Advances.
If any Mortgaged Property suffers damage such that the proceeds, if any,
of the related hazard insurance policy are insufficient to restore fully the
damaged property, the Servicer will not be required to expend its own funds
to effect such restoration unless (i) the Special Servicer determines that
such restoration will increase the proceeds to Certificateholders on
liquidation of the Mortgage Loan after reimbursement of the Special Servicer
or the Servicer, as the case may be, for its expenses and (ii) the Servicer
determines that such expenses will be recoverable by it from related
Insurance and Condemnation Proceeds and Liquidation Proceeds.
INSPECTIONS; COLLECTION OF OPERATING INFORMATION
The Servicer will perform (at its own expense), or shall cause to be
performed (at its own expense), physical inspections of each Mortgaged
Property at such times and in such manner as are consistent with the
Servicing Standards, but in any event shall inspect each Mortgaged Property
securing a Mortgage Note with a Stated Principal Balance of (A) $2,000,000 or
more at least once every 12 months and (B) less than $2,000,000 at least once
every 24 months, in each case commencing in the calendar year 1998 provided,
however, that if the Servicer has a reasonable basis to believe that the DSCR
with respect to any Mortgage Loan has decreased by 25% or more from the DSCR
as of the Cut-off Date, the Servicer shall inspect the related Mortgaged
Property as soon as practicable thereafter (the cost of which inspection
shall be a Servicing Advance); provided, further, however, that if any
scheduled payment becomes more than 60 days delinquent on the related
Mortgage Loan, the Special Servicer shall inspect the related Mortgaged
Property as soon as practicable thereafter (the cost of which inspection
shall be a Servicing Advance). The Special Servicer or the Servicer, as
applicable, will prepare a written report of each such inspection describing
the condition of and any damage to the Mortgaged Property and specifying the
existence of any material vacancies in the Mortgaged Property, of any sale,
transfer or abandonment of the Mortgaged Property, of any material change in
the condition of the Mortgaged Property, or of any waste committed thereon.
With respect to each Mortgage Loan that requires the borrower to deliver
such statements, the Special Servicer or the Servicer, as applicable, is also
required to collect and review the annual operating statements of the related
Mortgaged Property. Most of the Mortgages obligate the related borrower to
deliver annual property operating statements. However, there can be no
assurance that any operating statements required to be delivered will in fact
be delivered, nor is the Special Servicer or the Servicer likely to have any
practical means of compelling such delivery in the case of an otherwise
performing Mortgage Loan.
Copies of the inspection reports and operating statements referred to
above are to be available for review by Certificateholders during normal
business hours at the offices of the Paying Agent. See "Description of the
Certificates--Reports to Certificateholders; Certain Available Information"
herein.
CERTAIN MATTERS REGARDING THE SERVICER, THE SPECIAL SERVICER AND THE
DEPOSITOR
The Pooling and Servicing Agreement permits the Servicer and the Special
Servicer to resign from their respective obligations thereunder only upon (a)
in the case of the Servicer only, the appointment of, and the acceptance of
such appointment by, a successor thereto and receipt by the Trustee of
written confirmation from each applicable Rating Agency that such resignation
and appointment will, in and of itself, not cause a downgrade, withdrawal or
qualification of the rating assigned by such Rating Agency to any Class of
Certificates or (b) a determination that such obligations are no longer
permissible with respect to the Servicer or the Special Servicer, as the case
may be, under applicable law or are in material
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conflict by reason of applicable law with any other activities carried on by
it. No such resignation will become effective until the Trustee or other
successor has assumed the obligations and duties of the resigning Servicer or
Special Servicer, as the case may be, under the Pooling and Servicing
Agreement.
The Pooling and Servicing Agreement will provide that none of the
Servicer, the Special Servicer (or the Special Servicer's general partner and
its officers and directors), the Depositor or any director, officer, employee
or agent of any of them will be under any liability to the Trust Fund or the
Certificateholders for any action taken, or not taken, in good faith pursuant
to the Pooling and Servicing Agreement or for errors in judgment; provided,
however, that none of the Servicer, the Special Servicer, the Depositor or
any such person will be protected against any liability that would otherwise
be imposed by reason of willful misfeasance, bad faith or negligence in the
performance of obligations or duties thereunder or by reason of reckless
disregard of such obligations and duties. The Pooling and Servicing Agreement
will also provide that the Servicer, the Special Servicer (or the Special
Servicer's general partner and its officers and directors), the Depositor and
any director, officer, employee or agent of any of them will be entitled to
indemnification by the related Trust Fund against any loss, liability or
expense incurred in connection with any legal action that relates to the
Pooling and Servicing Agreement or the Certificates; provided, however, that
such indemnification will not extend to any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of obligations or duties under the Pooling and Servicing
Agreement, by reason of reckless disregard of such obligations or duties, or
in the case of the Depositor and any of its directors, officers, employees
and agents, any violation by any of them of any state or federal securities
law.
In addition, the Pooling and Servicing Agreement will provide that none of
the Servicer, the Special Servicer or the Depositor will be under any
obligation to appear in, prosecute or defend any legal action that is not
incidental to its respective responsibilities under the Pooling and Servicing
Agreement and that in its opinion may involve it in any expense or liability.
However, each of the Servicer, the Special Servicer and the Depositor will be
permitted, in the exercise of its discretion, to undertake any such action
that it may deem necessary or desirable with respect to the enforcement
and/or protection of the rights and duties of the parties to the Pooling and
Servicing Agreement and the interests of the Certificateholders thereunder.
In such event, the legal expenses and costs of such action, and any liability
resulting therefrom, will be expenses, costs and liabilities of the
Certificateholders, and the Servicer, the Special Servicer or the Depositor,
as the case may be, will be entitled to charge the Certificate Account
therefor.
Pursuant to the Pooling and Servicing Agreement, the Servicer and Special
Servicer will each be required to maintain a fidelity bond and errors and
omissions policy or their equivalent that provides coverage against losses
that may be sustained as a result of an officer's or employee's
misappropriation of funds or errors and omissions, subject to certain
limitations as to amount of coverage, deductible amounts, conditions,
exclusions and exceptions permitted by the Pooling and Servicing Agreement.
Notwithstanding the foregoing, the Servicer will be allowed to self-insure
with respect to a fidelity bond so long as certain conditions set forth in
the Pooling and Servicing Agreement are met.
Any person into which the Servicer, the Special Servicer or the Depositor
may be merged or consolidated, or any person resulting from any merger or
consolidation to which the Servicer, the Special Servicer or the Depositor is
a party, or any person succeeding to the business of the Servicer, the
Special Servicer or the Depositor, will be the successor of the Servicer, the
Special Servicer or the Depositor, as the case may be, under the Pooling and
Servicing Agreement. The Servicer and the Special Servicer may have other
normal business relationships with the Depositor or the Depositor's
affiliates.
EVENTS OF DEFAULT
"Events of Default" under the Pooling and Servicing Agreement with respect
to the Servicer or the Special Servicer, as the case may be, will include,
without limitation, (i) any failure by the Servicer to make any remittance
required to be made by the Servicer on the day and by the time such
remittance is required to be made under the terms of the Pooling and
Servicing Agreement; (ii) any failure by the Special Servicer to deposit into
the REO Account within one business day after the day such deposit is
required to be made, or to remit to the Servicer for deposit in the
Certificate Account any such remittance required to be made by the Special
Servicer on the day such remittance is required to be made under the Pooling
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and Servicing Agreement; (iii) any failure by the Servicer or the Special
Servicer duly to observe or perform in any material respect any of its other
covenants or obligations under the Pooling and Servicing Agreement, which
failure continues unremedied for thirty days after written notice thereof has
been given to the Servicer or the Special Servicer, as the case may be, by
any other party to the Pooling and Servicing Agreement, or to the Servicer or
the Special Servicer, as the case may be, with a copy to each other party to
the related Pooling and Servicing Agreement, by Certificateholders of any
Class, evidencing, as to such Class, Percentage Interests aggregating not
less than 25%; (iv) certain events of insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings in respect of or
relating to the Servicer or the Special Servicer, and certain actions by or
on behalf of the Servicer or the Special Servicer indicating its insolvency
or inability to pay its obligations; and (v) the Trustee shall have received
written notice from either Rating Agency that the continuation of the
Servicer or the Special Servicer in such capacity would result, or has
resulted, in a downgrade, qualification or withdrawal of any rating then
assigned by such Rating Agency to any Class of Certificates.
RIGHTS UPON EVENT OF DEFAULT
If an Event of Default occurs with respect to the Servicer or the Special
Servicer under the Pooling and Servicing Agreement, then, in each and every
such case, so long as the Event of Default remains unremedied, the Depositor
or the Trustee will be authorized, and at the direction of Certificateholders
entitled to not less than 51% of the Voting Rights, the Trustee will be
required, to terminate all of the rights and obligations of the defaulting
party as Servicer or Special Servicer, as applicable, under the Pooling and
Servicing Agreement, whereupon the Trustee will succeed to all of the
responsibilities, duties and liabilities of the defaulting party as Servicer
or Special Servicer, as applicable, under the Pooling and Servicing Agreement
and will be entitled to similar compensation arrangements. If the Trustee is
unwilling or unable so to act, it may (or, at the written request of
Certificateholders entitled to not less than 51% of the Voting Rights, it
will be required to) appoint, or petition a court of competent jurisdiction
to appoint, a loan servicing institution or other entity that would not
result in the downgrading, qualification or withdrawal of the ratings
assigned to any Class of Certificates by any Rating Agency to act as
successor to the Servicer or Special Servicer, as the case may be, under the
Pooling and Servicing Agreement.
No Certificateholder will have any right under the Pooling and Servicing
Agreement to institute any proceeding with respect to the Certificates or the
Pooling and Servicing Agreement unless such holder previously has given to
the Trustee written notice of default and the continuance thereof and unless
the holders of Certificates of any Class evidencing not less than 25% of the
aggregate Percentage Interests constituting such Class have made written
request upon the Trustee to institute such proceeding in its own name (as
Trustee thereunder) and have offered to the Trustee reasonable indemnity, and
the Trustee for 60 days after receipt of such request and indemnity has
neglected or refused to institute any such proceeding. However, the Trustee
will be under no obligation to exercise any of the trusts or powers vested in
it by the Pooling and Servicing Agreement or to institute, conduct or defend
any litigation thereunder or in relation thereto at the request, order or
direction of any of the Certificateholders, unless such Certificateholders
have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby.
AMENDMENT
The Pooling and Servicing Agreement may be amended by the parties thereto,
without the consent of any of the holders of Certificates (i) to cure any
ambiguity, (ii) to correct or supplement any provision therein which may be
inconsistent with any other provision therein or to correct any error, (iii)
to change the timing and/or nature of deposits in the Certificate Account,
the Distribution Accounts or the REO Account, provided that (A) such change
would not adversely affect in any material respect the interests of any
Certificateholder, as evidenced by an opinion of counsel (at the expense of
the party requesting the amendment) and (B) such change would not result in
the downgrading, qualification or withdrawal of the ratings assigned to any
Class of Certificates by any Rating Agency, as evidenced by a letter from
each Rating Agency, (iv) to modify, eliminate or add to any of its provisions
(A) to such extent as shall be
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necessary to maintain the qualification of the Trust Fund (or either the
Upper-Tier REMIC or Lower-Tier REMIC) as a REMIC or to avoid or minimize the
risk of imposition of any tax on the Trust Fund, provided that the Trustee
has received an opinion of counsel (at the expense of the party requesting
the amendment) to the effect that (1) such action is necessary or desirable
to maintain such qualification or to avoid or minimize such risk and (2) such
action will not adversely affect in any material respect the interests of any
holder of the Certificates or (B) to restrict the transfer of the Residual
Certificates, provided that the Depositor has determined that the
then-current ratings of any Class of the Certificates will not be downgraded,
qualified or withdrawn, as evidenced by a letter from each Rating Agency, and
that any such amendment will not give rise to any tax with respect to the
transfer of the Residual Certificates to a non-permitted transferee (see
"Certain Federal Income Tax Consequences--Federal Income Tax Consequences for
REMIC Certificates--Taxation of Residual Certificates--Tax-Related
Restrictions on Transfer of Residual Certificates" in the Prospectus), (v) to
make any other provisions with respect to matters or questions arising under
the Pooling and Servicing Agreement or any other change, provided that such
action will not adversely affect in any material respect the interests of any
Certificateholder or (vi) to amend or supplement any provision of the Pooling
and Servicing Agreement to the extent necessary to maintain the ratings
assigned to each Class of Certificates by each Rating Agency.
The Pooling and Servicing Agreement may also be amended by the parties
thereto with the consent of the holders of Certificates of each Class
affected thereby evidencing, in each case, not less than 66 2/3% of the
aggregate Percentage Interests constituting such Class for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any
manner the rights of the holders of the Certificates, except that no such
amendment may (i) reduce in any manner the amount of, or delay the timing of,
payments received on the Mortgage Loans which are required to be distributed
on a Certificate of any Class without the consent of the holder of such
Certificate, (ii) reduce the aforesaid percentage of Certificates of any
Class the holders of which are required to consent to any such amendment
without the consent of the holders of all Certificates of such Class then
outstanding or (iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the holders of all Certificates of such
Class then outstanding.
Notwithstanding the foregoing, the Trustee will not be required to consent
to any amendment to the Pooling and Servicing Agreement without having first
received an opinion of counsel (at the Trust Fund's expense) to the effect
that such amendment or the exercise of any power granted to the Servicer, the
Special Servicer, the Depositor, the Trustee or any other specified person in
accordance with such amendment, will not result in the imposition of a tax on
the REMIC constituted by the Trust Fund or cause the Trust Fund (or either
the Upper-Tier REMIC or Lower-Tier REMIC) to fail to qualify as a REMIC.
YIELD AND MATURITY CONSIDERATIONS
YIELD CONSIDERATIONS
General. The yield on any Offered Certificate will depend on: (i) the
Pass-Through Rate for such Certificate; (ii) the price paid for such
Certificate and, if the price was other than par, the rate and timing of
payments of principal on such Certificate; (iii) the aggregate amount of
distributions on such Certificate and (iv) the aggregate amount of Collateral
Support Deficit amounts allocated to the Class of Offered Certificates.
Pass-Through Rate. The Pass-Through Rate applicable to each Class of
Offered Certificates for any Distribution Date will equal the rate set forth
on the cover of this Prospectus Supplement. See "Description of the
Certificates" herein.
Rate and Timing of Principal Payments. The yield to holders of Offered
Certificates that are purchased at a discount or premium will be affected by
the rate and timing of principal payments on the Mortgage Loans (including
principal prepayments on the Mortgage Loans resulting from both voluntary
prepayments by the mortgagors and involuntary liquidations). The rate and
timing of principal payments
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on the Mortgage Loans will in turn be affected by the amortization schedules
thereof, the dates on which Balloon Payments are due, any extensions of
maturity dates by the Servicer or the Special Servicer and the rate and
timing of principal prepayments and other unscheduled collections thereon
(including for this purpose, collections made in connection with liquidations
of Mortgage Loans due to defaults, casualties or condemnations affecting the
Mortgaged Properties, or purchases of Mortgage Loans out of the Trust Fund).
Prepayments and, assuming the respective stated maturity dates therefor have
not occurred, liquidations and purchases of the Mortgage Loans, will result
in distributions on the Offered Certificates of amounts that would otherwise
be distributed over the remaining terms of the Mortgage Loans. Defaults on
the Mortgage Loans, particularly at or near their stated maturity dates, may
result in significant delays in payments of principal on the Mortgage Loans
(and, accordingly, on the Offered Certificates) while work-outs are
negotiated or foreclosures are completed. See "Servicing of the Mortgage
Loans--Modifications, Waiver and Amendments" and "--Realization Upon
Defaulted Mortgage Loans" herein and "Certain Legal Aspects of Mortgage
Loans--Foreclosure" in the Prospectus. In general, the Class X Certificates
will be extremely sensitive to the rate of principal prepayments, principal
losses and interest rate reductions due to modifications on the Mortgage
Loans. Because the rate of principal payments on the Mortgage Loans will
depend on future events and a variety of factors (as described below), no
assurance can be given as to such rate or the rate of principal prepayments
in particular. The Depositor is not aware of any relevant publicly available
or authoritative statistics with respect to the historical prepayment
experience of a large group of mortgage loans comparable to the Mortgage
Loans.
The extent to which the yield to maturity of any Class of Offered
Certificates may vary from the anticipated yield will depend upon the degree
to which such Certificates are purchased at a discount or premium and when,
and to what degree, payments of principal on the Mortgage Loans are in turn
distributed on such Certificates. An investor should consider, in the case of
any Offered Certificate purchased at a discount the risk that a slower than
anticipated rate of principal payments on the Mortgage Loans will result in
an actual yield to such investor that is lower than the anticipated yield
and, in the case of any Offered Certificate purchased at a premium,
particularly the Class X Certificates, the risk that a faster than
anticipated rate of principal payments on the Mortgage Loans will result in
an actual yield to such investor that is lower than the anticipated yield. In
general, the earlier a payment of principal is distributed on an Offered
Certificate purchased at a discount or premium, the greater will be the
effect on an investor's yield to maturity. As a result, the effect on an
investor's yield of principal payments distributed on such investor's Offered
Certificates occurring at a rate higher (or lower) than the rate anticipated
by the investor during any particular period would not be fully offset by a
subsequent like reduction (or increase) in the rate of principal payments.
Losses and Shortfalls. The yield to holders of the Offered Certificates
will also depend on the extent to which such holders are required to bear the
effects of any losses or shortfalls on the Mortgage Loans. Losses and other
shortfalls on the Mortgage Loans will generally be borne by the holders of
the Class I, Class H, Class G, Class F, Class E, Class D, Class C and Class B
Certificates, in that order, and in each case to the extent of amounts
otherwise distributable in respect of such Class of Certificates. In the
event of the reduction of the Certificate Balances of all such Classes of
Certificates to zero, such losses and shortfalls will then be borne, pro
rata, by the Class A-1 and Class A-2 Certificates (and Class X Certificates
with respect to shortfalls of interest).
Certain Relevant Factors. The rate and timing of principal payments and
defaults and the severity of losses on the Mortgage Loans may be affected by
a number of factors, including, without limitation, prevailing interest
rates, the terms of the Mortgage Loans (for example, due-on-sale clauses,
Lockout Periods, Prepayment Premiums or Yield Maintenance Charges and
amortization terms that require Balloon Payments), the demographics and
relative economic vitality of the areas in which the Mortgaged Properties are
located and the general supply and demand for rental properties in such
areas, the quality of management of the Mortgaged Properties, the servicing
of the Mortgage Loans, possible changes in tax laws and other opportunities
for investment. See "Risk Factors" and "Description of the Mortgage Pool"
herein and "Risk Factors" and "Yield and Maturity Considerations--Yield and
Prepayment Considerations" in the Prospectus.
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The rate of prepayment on the Mortgage Pool is likely to be affected by
prevailing market interest rates for mortgage loans of a comparable type,
term and risk level as the Mortgage Loans. When the prevailing market
interest rate is below a mortgage coupon, a borrower may have an increased
incentive to refinance its mortgage loan. However, under all of the Mortgage
Loans voluntary prepayments are subject to Lockout Periods and/or Prepayment
Premium Periods and/or Yield Maintenance Periods. See "Description of the
Mortgage Pool--Certain Terms and Conditions of the Mortgage Loans--Prepayment
Provisions" herein.
Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some borrowers may sell
Mortgaged Properties in order to realize their equity therein, to meet cash
flow needs or to make other investments. In addition, some borrowers may be
motivated by federal and state tax laws (which are subject to change) to sell
Mortgaged Properties prior to the exhaustion of tax depreciation benefits.
The Depositor makes no representation as to the particular factors that
will affect the rate and timing of prepayments and defaults on the Mortgage
Loans, as to the relative importance of such factors, as to the percentage of
the principal balance of the Mortgage Loans that will be prepaid or as to
which a default will have occurred as of any date or as to the overall rate
of prepayment or default on the Mortgage Loans.
Delay in Payment of Distributions. Because each monthly distribution is
made on each Distribution Date, which is at least 18 days after the end of
the related Interest Accrual Period, the effective yield to the holders of
the Offered Certificates will be lower than the yield that would otherwise be
produced by the applicable Pass-Through Rates and purchase prices (assuming
such prices did not account for such delay).
Unpaid Distributable Certificate Interest. As described under "Description
of the Certificates--Distributions--Priority" herein, if the portion of the
Available Distribution Amount distributable in respect of interest on any
Class of Offered Certificates on any Distribution Date is less than the
Distributable Certificate Interest then payable for such Class, the shortfall
will be distributable to holders of such Class of Certificates on subsequent
Distribution Dates, to the extent of available funds. Any such shortfall will
not bear interest, however, and will therefore negatively affect the yield to
maturity of such Class of Certificates for so long as it is outstanding.
WEIGHTED AVERAGE LIFE
The weighted average life of an Offered Certificate (other than the Class
X Certificates) refers to the average amount of time that will elapse from
the date of its issuance until each dollar allocable to principal of such
Certificate is distributed to the investor. The weighted average life of an
Offered Certificate will be influenced by, among other things, the rate at
which principal on the Mortgage Loans is paid or otherwise collected, which
may be in the form of scheduled amortization, voluntary prepayments,
Insurance and Condemnation Proceeds and Liquidation Proceeds.
Prepayments on mortgage loans may be measured by a prepayment standard or
model. The model used in this Prospectus Supplement is the "Constant
Prepayment Rate" or "CPR" model. The CPR model represents an assumed constant
annual rate of prepayment each month, expressed as a per annum percentage of
the then-scheduled principal balance of the pool of mortgage loans. As used
in each of the following tables, the column headed "0% CPR" assumes that none
of the Mortgage Loans is prepaid before maturity. The columns headed "3%
CPR", "6% CPR", "9% CPR" and "12% CPR" assume that prepayments on the
Mortgage Loans are made at those levels of CPR following the expiration of
any Lockout Period. There is no assurance, however, that prepayments of the
Mortgage Loans will conform to any level of CPR, and no representation is
made that the Mortgage Loans will prepay at the levels of CPR shown or at any
other prepayment rate.
The following tables indicate the percentage of the initial Certificate
Balance of each Class of the Offered Certificates (other than the Class X
Certificates) that would be outstanding after each of the dates shown at
various CPRs and the corresponding weighted average life of each such Class
of Certificates. The tables have been prepared on the basis of the following
assumptions, among others: (i) scheduled
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monthly payments of principal and/or interest on the Mortgage Loans, in each
case prior to any prepayment of the Mortgage Loan, will be timely received
(with no defaults) and will be distributed on the 19th day of each month
commencing in July 1997; (ii) the Mortgage Rate in effect for each Mortgage
Loan as of the Cut-off Date will remain in effect to maturity; (iii) the
monthly principal and interest payment due for each Mortgage Loan on the
first Due Date following the Cut-off Date will continue to be due on each Due
Date until maturity, except in the case of the Mortgage Loans whose borrower
affiliations are designated as "Cardinal" in Annex A, which Mortgage Loans
are assumed to amortize in accordance with the amortization schedules set
forth in Annex A after an interest only period of approximately 36 months
from origination; (iv) any principal prepayments on the Mortgage Loans will
be received on their respective Due Dates after the expiration of any
applicable Lockout Period at the respective levels of CPR set forth in the
tables; (v) the Mortgage Loan Sellers will not be required to repurchase any
Mortgage Loan, and none of the Servicer, the Special Servicer, the holders of
the Controlling Class or the holders of the Class LR Certificates will
exercise its option to purchase all the Mortgage Loans and thereby cause an
early termination of the Trust Fund; (vi) no Prepayment Premiums or Yield
Maintenance Charges are included in any allocations or calculations; (vii)
any principal prepayments received on the Mortgage Loans are prepayments in
full and (viii) the Closing Date is June 30, 1997. To the extent that the
Mortgage Loans have characteristics that differ from those assumed in
preparing the tables set forth below, a Class of Offered Certificates (other
than the Class X Certificates) may mature earlier or later than indicated by
the tables. It is highly unlikely that the Mortgage Loans will prepay at any
constant rate until maturity or that all the Mortgage Loans will prepay at
the same rate. In addition, variations in the actual prepayment experience
and the balance of the Mortgage Loans that prepay may increase or decrease
the percentages of initial Certificate Balances (and weighted average lives)
shown in the following tables. Such variations may occur even if the average
prepayment experience of the Mortgage Loans were to equal any of the
specified CPR percentages. Investors are urged to conduct their own analyses
of the rates at which the Mortgage Loans may be expected to prepay. Based on
the foregoing assumptions, the following tables indicate the resulting
weighted average lives of each Class of Offered Certificates (other than the
Class X Certificates) and set forth the percentage of the initial Certificate
Balance of such Class of the Offered Certificate that would be outstanding
after each of the dates shown at the indicated CPRs.
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<PAGE>
PERCENT OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS A-1 CERTIFICATES AT THE RESPECTIVE CPRS
SET FORTH BELOW:
<TABLE>
<CAPTION>
DATE 0% CPR 3% CPR 6% CPR 9% CPR 12% CPR
- ------------------------- --------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Initial Percent........... 100 100 100 100 100
June 19, 1998............. 94 93 93 93 92
June 19, 1999............. 87 85 84 82 80
June 19, 2000............. 79 71 63 56 48
June 19, 2001............. 71 53 35 18 1
June 19, 2002............. 54 26 0 0 0
June 19, 2003............. 26 0 0 0 0
June 19, 2004............. 0 0 0 0 0
June 19, 2005............. 0 0 0 0 0
June 19, 2006............. 0 0 0 0 0
June 19, 2007............. 0 0 0 0 0
June 19, 2008............. 0 0 0 0 0
Weighted Average Life
(Years)(A)............... 4.7 3.8 3.3 3.0 2.8
Estimated First
Principal................ 7/19/97 7/19/97 7/19/97 7/19/97 7/19/97
Estimated Maturity........ 7/19/04 2/19/03 6/19/02 10/19/01 7/19/01
</TABLE>
- ------------
(A) The weighted average life of the Class A-1 Certificates is determined
by (i) multiplying the amount of each principal distribution thereon
by the number of years from the date of issuance of the Class A-1
Certificates to the related Distribution Date, (ii) summing the
results and (iii) dividing the sum by the aggregate amount of the
reductions in the principal balance of such Class A-1 Certificates.
PERCENT OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS A-2 CERTIFICATES AT THE RESPECTIVE CPRS
SET FORTH BELOW:
<TABLE>
<CAPTION>
DATE 0% CPR 3% CPR 6% CPR 9% CPR 12% CPR
- ------------------------- --------- --------- --------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Initial Percent........... 100 100 100 100 100
June 19, 1998............. 100 100 100 100 100
June 19, 1999............. 100 100 100 100 100
June 19, 2000............. 100 100 100 100 100
June 19, 2001............. 100 100 100 100 100
June 19, 2002............. 100 100 100 91 83
June 19, 2003............. 100 97 85 75 65
June 19, 2004............. 100 85 71 58 47
June 19, 2005............. 96 77 61 47 35
June 19, 2006............. 89 69 51 36 23
June 19, 2007............. 0 0 0 0 0
June 19, 2008............. 0 0 0 0 0
Weighted Average Life
(Years)(A)............... 9.3 8.7 8.1 7.6 7.0
Estimated First
Principal................ 7/19/04 2/19/03 6/19/02 10/19/01 7/19/01
Estimated Maturity........ 2/19/07 2/19/07 1/19/07 1/19/07 1/19/07
</TABLE>
- ------------
(A) The weighted average life of the Class A-2 Certificates is determined
by (i) multiplying the amount of each principal distribution thereon
by the number of years from the date of issuance of the Class A-2
Certificates to the related Distribution Date, (ii) summing the
results and (iii) dividing the sum by the aggregate amount of the
reductions in the principal balance of such Class A-2 Certificates.
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<PAGE>
PERCENT OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS B CERTIFICATES AT THE RESPECTIVE CPRS
SET FORTH BELOW:
<TABLE>
<CAPTION>
DATE 0% CPR 3% CPR 6% CPR 9% CPR 12% CPR
- ------------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Initial Percent........... 100 100 100 100 100
June 19, 1998............. 100 100 100 100 100
June 19, 1999............. 100 100 100 100 100
June 19, 2000............. 100 100 100 100 100
June 19, 2001............. 100 100 100 100 100
June 19, 2002............. 100 100 100 100 100
June 19, 2003............. 100 100 100 100 100
June 19, 2004............. 100 100 100 100 100
June 19, 2005............. 100 100 100 100 100
June 19, 2006............. 100 100 100 100 100
June 19, 2007............. 0 0 0 0 0
June 19, 2008............. 0 0 0 0 0
Weighted Average Life
(Years)(A)............... 9.7 9.7 9.6 9.6 9.6
Estimated First
Principal................ 2/19/07 2/19/07 1/19/07 1/19/07 1/19/07
Estimated Maturity........ 4/19/07 3/19/07 2/19/07 1/19/07 1/19/07
</TABLE>
- ------------
(A) The weighted average life of the Class B Certificates is determined
by (i) multiplying the amount of each principal distribution thereon
by the number of years from the date of issuance of the Class B
Certificates to the related Distribution Date, (ii) summing the
results and (iii) dividing the sum by the aggregate amount of the
reductions in the principal balance of such Class B Certificates.
PERCENT OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS C CERTIFICATES AT THE RESPECTIVE CPRS
SET FORTH BELOW:
<TABLE>
<CAPTION>
DATE 0% CPR 3% CPR 6% CPR 9% CPR 12% CPR
- ------------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Initial Percent........... 100 100 100 100 100
June 19, 1998............. 100 100 100 100 100
June 19, 1999............. 100 100 100 100 100
June 19, 2000............. 100 100 100 100 100
June 19, 2001............. 100 100 100 100 100
June 19, 2002............. 100 100 100 100 100
June 19, 2003............. 100 100 100 100 100
June 19, 2004............. 100 100 100 100 100
June 19, 2005............. 100 100 100 100 100
June 19, 2006............. 100 100 100 100 100
June 19, 2007............. 0 0 0 0 0
June 19, 2008............. 0 0 0 0 0
Weighted Average Life
(Years)(A)............... 9.8 9.8 9.7 9.6 9.6
Estimated First
Principal................ 4/19/07 3/19/07 2/19/07 1/19/07 1/19/07
Estimated Maturity........ 4/19/07 4/19/07 4/19/07 3/19/07 2/19/07
</TABLE>
- ------------
(A) The weighted average life of the Class C Certificates is determined
by (i) multiplying the amount of each principal distribution thereon
by the number of years from the date of issuance of the Class C
Certificates to the related Distribution Date, (ii) summing the
results and (iii) dividing the sum by the aggregate amount of the
reductions in the principal balance of such Class C Certificates.
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<PAGE>
PERCENT OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS D CERTIFICATES AT THE RESPECTIVE CPRS
SET FORTH BELOW:
<TABLE>
<CAPTION>
DATE 0% CPR 3% CPR 6% CPR 9% CPR 12% CPR
- ------------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Initial Percent........... 100 100 100 100 100
June 19, 1998............. 100 100 100 100 100
June 19, 1999............. 100 100 100 100 100
June 19, 2000............. 100 100 100 100 100
June 19, 2001............. 100 100 100 100 100
June 19, 2002............. 100 100 100 100 100
June 19, 2003............. 100 100 100 100 100
June 19, 2004............. 100 100 100 100 100
June 19, 2005............. 100 100 100 100 100
June 19, 2006............. 100 100 100 100 100
June 19, 2007............. 0 0 0 0 0
June 19, 2008............. 0 0 0 0 0
Weighted Average Life
(Years)(A)............... 9.9 9.8 9.8 9.8 9.8
Estimated First
Principal................ 4/19/07 4/19/07 4/19/07 3/19/07 2/19/07
Estimated Maturity........ 5/19/07 5/19/07 5/19/07 4/19/07 4/19/07
</TABLE>
- ------------
(A) The weighted average life of the Class D Certificates is determined
by (i) multiplying the amount of each principal distribution thereon
by the number of years from the date of issuance of the Class D
Certificates to the related Distribution Date, (ii) summing the
results and (iii) dividing the sum by the aggregate amount of the
reductions in the principal balance of such Class D Certificates.
PERCENT OF THE INITIAL CERTIFICATE BALANCE
OF THE CLASS E CERTIFICATES AT THE RESPECTIVE CPRS
SET FORTH BELOW:
<TABLE>
<CAPTION>
DATE 0% CPR 3% CPR 6% CPR 9% CPR 12% CPR
- ------------------------- ---------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Initial Percent........... 100 100 100 100 100
June 19, 1998............. 100 100 100 100 100
June 19, 1999............. 100 100 100 100 100
June 19, 2000............. 100 100 100 100 100
June 19, 2001............. 100 100 100 100 100
June 19, 2002............. 100 100 100 100 100
June 19, 2003............. 100 100 100 100 100
June 19, 2004............. 100 100 100 100 100
June 19, 2005............. 100 100 100 100 100
June 19, 2006............. 100 100 100 100 100
June 19, 2007............. 19 0 0 0 0
June 19, 2008............. 0 0 0 0 0
Weighted Average Life
(Years)(A)............... 10.0 9.9 9.9 9.9 9.8
Estimated First
Principal................ 5/19/07 5/19/07 5/19/07 4/19/07 4/19/07
Estimated Maturity........ 12/19/07 6/19/07 5/19/07 5/19/07 5/19/07
</TABLE>
- ------------
(A) The weighted average life of the Class E Certificates is determined
by (i) multiplying the amount of each principal distribution thereon
by the number of years from the date of issuance of the Class E
Certificates to the related Distribution Date, (ii) summing the
results and (iii) dividing the sum by the aggregate amount of the
reductions in the principal balance of such Class E Certificates.
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<PAGE>
YIELD SENSITIVITY OF THE CLASS X CERTIFICATES
The yield to maturity on the Class X Certificates will be extremely
sensitive to the rate and timing of principal payments (including
prepayments), principal losses and interest rate reductions due to
modifications on the Mortgage Loans and to other factors set forth above.
Investors should fully consider the associated risks, including the risk that
a rapid rate of principal payments or principal losses on the Mortgage Pool
could result in the failure by investors in the Class X Certificates to fully
recoup their initial investments.
ANY OPTIONAL TERMINATION BY THE SPECIAL SERVICER, THE SERVICER, THE
HOLDERS OF THE CONTROLLING CLASS OR THE HOLDERS OF THE CLASS LR CERTIFICATES
WOULD RESULT IN PREPAYMENT IN FULL OF THE CERTIFICATES AND WOULD HAVE AN
ADVERSE EFFECT ON THE YIELD OF THE CLASS X CERTIFICATES BECAUSE A TERMINATION
WOULD HAVE AN EFFECT SIMILAR TO A PRINCIPAL PREPAYMENT IN FULL OF THE
MORTGAGE LOANS (WITHOUT, HOWEVER, THE PAYMENT OF ANY PREPAYMENT PREMIUMS OR
YIELD MAINTENANCE CHARGES) AND, AS A RESULT, INVESTORS IN THE CLASS X
CERTIFICATES AND ANY OTHER CERTIFICATES PURCHASED AT PREMIUM MIGHT NOT FULLY
RECOUP THEIR INITIAL INVESTMENT. SEE "DESCRIPTION OF THE
CERTIFICATES--TERMINATION; RETIREMENT OF CERTIFICATES" HEREIN.
The table below indicates the sensitivity of the pre-tax corporate bond
equivalent yields to maturity of the Class X Certificates at various prices
and constant prepayment rates. The allocations and calculations do not take
account of any Prepayment Premiums or Yield Maintenance Charges. The yields
set forth in the table were calculated by determining the monthly discount
rates that, when applied to the assumed stream of cash flows to be paid on
the Class X Certificates, would cause the discounted present value of such
assumed stream of cash flows to equal the assumed purchase prices plus
accrued interest of such Class of Certificates and converting such monthly
rates to corporate bond equivalent rates. Such calculations do not take into
account variations that may occur in the interest rates at which investors
may be able to reinvest funds received by them as distributions on the Class
X Certificates and consequently do not purport to reflect the return on any
investment in such Class of Certificates when such reinvestment rates are
considered.
The table below has been prepared based on the assumption that
distributions are made in accordance with "Description of the Certificates"
above and on the assumptions described in clauses (i) through (viii) on pages
S-90 and S-91 and with the assumed respective purchase prices (as a
percentage of the initial Notional Amount of the Class X Certificates) of the
Class X Certificates set forth in the table, plus accrued interest thereon
from June 1, 1997 to the Closing Date.
SENSITIVITY TO PRINCIPAL PREPAYMENTS OF THE PRE-TAX YIELDS TO MATURITY
OF THE CLASS X CERTIFICATES
<TABLE>
<CAPTION>
ASSUMED PURCHASE PRICE 0% CPR 3% CPR 6% CPR 9% CPR 12% CPR
- ---------------------- -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
8.250%................. 9.47% 8.24% 7.05% 5.88% 4.74%
8.500%................. 8.72% 7.49% 6.29% 5.12% 3.98%
8.750%................. 8.01% 6.77% 5.57% 4.40% 3.25%
</TABLE>
THERE CAN BE NO ASSURANCE THAT THE MORTGAGE LOANS WILL PREPAY AT ANY OF
THE RATES SHOWN IN THE TABLE OR AT ANY OTHER PARTICULAR RATE, THAT THE CASH
FLOWS ON THE CLASS X CERTIFICATES WILL CORRESPOND TO THE CASH FLOWS ASSUMED
FOR PURPOSES OF THE ABOVE TABLE OR THAT THE AGGREGATE PURCHASE PRICE OF THE
CLASS X CERTIFICATES WILL BE AS ASSUMED. IN ADDITION, IT IS UNLIKELY THAT THE
MORTGAGE LOANS WILL PREPAY AT ANY OF THE SPECIFIED PERCENTAGES OF CPR UNTIL
MATURITY OR THAT ALL THE MORTGAGE LOANS WILL SO PREPAY AT THE SAME RATE.
TIMING OF CHANGES IN THE RATE OF PREPAYMENTS MAY SIGNIFICANTLY AFFECT THE
ACTUAL YIELD TO MATURITY TO INVESTORS, EVEN IF THE AVERAGE RATE OF PRINCIPAL
PREPAYMENTS IS CONSISTENT WITH THE EXPECTATIONS OF INVESTORS. INVESTORS MUST
MAKE THEIR OWN DECISIONS AS TO THE APPROPRIATE PREPAYMENT ASSUMPTION TO BE
USED IN DECIDING WHETHER TO PURCHASE THE CLASS X CERTIFICATES.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Upon the issuance of the Certificates, Cadwalader, Wickersham & Taft,
counsel to the Depositor, will deliver its opinion that, assuming (i) the
making of an appropriate election, (ii) compliance with the
S-95
<PAGE>
provisions of the Pooling and Servicing Agreement and (iii) compliance with
applicable changes in the Code, including the REMIC Provisions, for federal
income tax purposes, the Trust Fund will qualify as two separate real estate
mortgage investment conduits (the "Upper-Tier REMIC" and the "Lower-Tier
REMIC," respectively, and each a "REMIC") within the meaning of Sections 860A
through 860G (the "REMIC Provisions") of the Code, and (i) the Class A-1,
Class A-2, Class X, Class B, Class C, Class D, Class E, Class F, Class G,
Class H and Class I Certificates will evidence the "regular interests" in the
Upper-Tier REMIC and (ii) the Class R and Class LR Certificates will be the
sole classes of "residual interests" in the Upper-Tier REMIC and Lower-Tier
REMIC, respectively, within the meaning of the REMIC Provisions in effect on
the date hereof. The Offered Certificates are "Regular Certificates" as
defined in the Prospectus.
Because they represent regular interests, each Class of Offered
Certificates generally will be treated as newly originated debt instruments
for federal income tax purposes. Holders of such Classes of Certificates will
be required to include in income all interest on such Certificates in
accordance with the accrual method of accounting, regardless of a
Certificateholder's usual method of accounting. It is anticipated that the
Class A-1, Class A-2, Class B and Class C Certificates will be issued at a
premium and that the Class D and Class E Certificates will be issued with de
minimis OID for federal income tax purposes. The prepayment assumption that
will be used in determining the rate of accrual of OID and that may be used
to amortize premium, if any, for federal income tax purposes will be based on
the assumption that subsequent to the date of any determination the Mortgage
Loans will prepay at a rate equal to a CPR of 0% (the "Prepayment
Assumption"). No representation is made that the Mortgage Loans will prepay
at that rate or at any other rate. See "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC
Certificates--Taxation of Regular Certificates--Original Issue Discount" and
"--Premium" in the Prospectus.
Although unclear for federal income tax purposes, it is anticipated that
the Class X Certificates will be considered to be issued with OID in an
amount equal to the excess of all distributions of interest expected to be
received thereon (assuming the weighted average of the Pass-Through Rates
changes in accordance with the Prepayment Assumption) over their issue price
(including accrued interest). Any "negative" amounts of OID on the Class X
Certificates attributable to rapid prepayments with respect to the Mortgage
Loans will not be deductible currently, but may be offset against future
positive accruals of OID, if any. Finally, a holder of a Class X Certificate
may be entitled to a loss deduction to the extent it becomes certain that
such holder will not recover a portion of its basis in such Certificate,
assuming no further prepayments. In the alternative, it is possible that
rules similar to the "noncontingent bond method" of the contingent interest
rules in the OID Regulations, as amended on June 12, 1996, may be promulgated
with respect to the Class X Certificates. See "Certain Federal Income
Taxes--Federal Income Tax Consequences for REMIC Certificates--Taxation of
Regular Certificates--Original Issue Discount" in the Prospectus. Under the
noncontingent bond method, if the interest payable for any period is greater
or less than the amount projected, the amount of income included for that
period would be either increased or decreased accordingly. Any net reduction
in the income accrual for the taxable year below zero (a "Negative
Adjustment") would be treated by a Certificateholder as ordinary loss to the
extent of prior income accruals and would be carried forward to offset future
interest accruals. At maturity, any remaining Negative Adjustment would be
treated as a loss on retirement of the Certificate. The legislative history
of relevant Code provisions indicates, however, that negative amounts of OID
on an instrument such as a REMIC regular interest may not give rise to
taxable losses in any accrual period prior to the instrument's disposition or
retirement. Thus, it is not clear whether any losses resulting from a
Negative Adjustment would be recognized currently or be carried forward until
disposition or retirement of the debt obligation.
Prepayment Premiums and Yield Maintenance Charges actually collected will
be distributed among the holders of the respective Classes of Certificates as
described herein under "Description of the Certificates--Allocation of
Prepayment Premiums and Yield Maintenance Charges." It is not entirely clear
under the Code when the amount of Prepayment Premiums or Yield Maintenance
Charges so allocated should be taxed to the holder of an Offered Certificate,
but it is not expected, for federal income tax reporting purposes, that
Prepayment Premiums and Yield Maintenance Charges will be treated as
S-96
<PAGE>
giving rise to any income to the holder of an Offered Certificate prior to
the Servicer's actual receipt of a Prepayment Premium or Yield Maintenance
Charge. It appears that Prepayment Premiums and Yield Maintenance Charges, if
any, will be treated as ordinary income rather than capital gain. However,
that is not entirely clear and Certificateholders should consult their own
tax advisers concerning the treatment of Prepayment Premiums and Yield
Maintenance Charges.
The Offered Certificates will be treated as "real estate assets" within
the meaning of Section 856(c)(5)(A) of the Code, and interest (including OID,
if any) on the Offered Certificates will be interest described in Section
856(c)(3)(B) of the Code. Moreover, the Offered Certificates will be
"qualified mortgages" within the meaning of Section 860G(a)(3) of the Code.
The Offered Certificates will be treated as "loans . . . secured by an
interest in real property which is . . . residential real property" to the
extent described in the Prospectus. As of the Cut-off Date, Mortgage Loans
secured by multifamily properties represented approximately 34.06% of the
Initial Pool Balance and the Mortgage Loan secured by a mobile home community
represented approximately 0.47% of the Initial Pool Balance. See "Certain
Federal Income Tax Consequences--Federal Income Tax Consequences for REMIC
Certificates--Status of REMIC Certificates" in the Prospectus.
Federal income tax legislation has been introduced that may affect
Certificateholders, such as proposed reductions in the tax rates applicable
to capital gains. It is not certain when or in what form any such proposed
legislation will be enacted. Certificateholders should consult their own tax
advisors as to the effect on them of any such proposed legislation.
For further information regarding the federal income tax consequences of
investing in the Offered Certificates, see "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC
Certificates--Taxation of Regular Certificates" in the Prospectus.
METHOD OF DISTRIBUTION
Subject to the terms and conditions set forth in the underwriting
agreement, dated as of the date hereof (the "Underwriting Agreement"), among
Chase Securities Inc., Bear, Stearns & Co. Inc. and PaineWebber Incorporated
(collectively, the "Underwriters") and the Depositor, the Depositor has
agreed to sell to the Underwriters, and each Underwriter has severally but
not jointly agreed to purchase from the Depositor the respective Certificate
Balances, or Notional Amounts, as applicable, of each Class of the Offered
Certificates as set forth below subject in each case to a variance of 5%.
<TABLE>
<CAPTION>
CLASS CHASE SECURITIES INC. BEAR, STEARNS & CO. INC. PAINEWEBBER INCORPORATED
- ----------- --------------------- ------------------------ ------------------------
<S> <C> <C> <C>
Class A-1 .. $ 56,929,975 $ 33,670,025 $10,000,000
Class A-2 .. $159,427,801 $ 94,290,190 $30,000,000
Class B..... $ 12,371,744 $ 7,317,005 $ 7,000,000
Class C..... $ 13,000,110 $ 7,688,639 $ 6,000,000
Class D..... $ 18,447,338 $ 10,910,286 $ 0
Class E..... $ 6,708,123 $ 3,967,377 $ 0
Class X..... $335,406,141 $198,368,845 $ 0
</TABLE>
In the Underwriting Agreement, the Underwriters have severally agreed,
subject to the terms and conditions set forth therein, to purchase all of the
Offered Certificates if any Offered Certificates are purchased. In the event
of a default by any Underwriter, the Underwriting Agreement provides that, in
certain circumstances, purchase commitments of the nondefaulting Underwriters
may be increased or the Underwriting Agreement may be terminated. Further,
the Depositor has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
The Depositor has been advised by the Underwriters that they propose to
offer the Offered Certificates to the public from time to time in one or more
negotiated transactions, or otherwise, at varying prices to be determined at
the time of sale. Proceeds to the Depositor from the sale of Offered
Certificates before deducting expenses payable by the Depositor, estimated to
be approximately $1,500,000, will be 110.321% of the initial aggregate
Certificate Balance of the Offered Certificates, plus accrued interest on the
Offered Certificates from the Cut-off Date. The Underwriters may effect such
S-97
<PAGE>
transactions by selling Offered Certificates to or through dealers, and such
dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Underwriters. In connection with the
purchase and sale of the Offered Certificates offered hereby, the
Underwriters may be deemed to have received compensation from the Depositor
in the form of underwriting discounts.
Chase Securities Inc. is an affiliate of the Depositor and Chase, one of
the Mortgage Loan Sellers which is also acting as the Servicer.
Bear, Stearns & Co. Inc. is an affiliate of Bear Stearns, one of the
Mortgage Loan Sellers.
PaineWebber Incorporated is an affiliate of PWRES, one of the Mortgage
Loan Sellers.
There can be no assurance that a secondary market for the Offered
Certificates will develop or, if it does develop, that it will continue. The
Underwriters expect to make, but are not obligated to make, a secondary
market in the Offered Certificates. The primary source of ongoing information
available to investors concerning the Offered Certificates will be the
monthly statements discussed in the Prospectus under "Description of the
Certificates--Reports to Certificateholders," which will include information
as to the outstanding principal balance of the Offered Certificates and the
status of the applicable form of credit enhancement. Except as described
herein under "Description of the Certificates--Reports to Certificateholders;
Certain Available Information," there can be no assurance that any additional
information regarding the Offered Certificates will be available through any
other source. In addition, the Depositor is not aware of any source through
which price information about the Offered Certificates will be generally
available on an ongoing basis. The limited nature of such information
regarding the Offered Certificates may adversely affect the liquidity of the
Offered Certificates, even if a secondary market for the Offered Certificates
becomes available.
If and to the extent required by applicable law or regulation, this
Prospectus Supplement and the Prospectus will be used by Chase Securities
Inc. in connection with offers and sales related to market-making
transactions in the Offered Certificates with respect to which Chase
Securities Inc. acts as principal. Chase Securities Inc. may also act as
agent in such transactions. Sales may be made at negotiated prices determined
at the time of sale.
LEGAL MATTERS
The validity of the Certificates will be passed upon for the Depositor by
Cadwalader, Wickersham & Taft, New York, New York, and for the Underwriters
by Skadden, Arps, Slate, Meagher & Flom LLP, New York, New York. In addition,
certain federal income tax matters will be passed upon for the Depositor by
Cadwalader, Wickersham & Taft. Cadwalader, Wickersham & Taft performs legal
services from time to time for Chase Securities Inc. and PaineWebber
Incorporated, two of the Underwriters.
RATING
It is a condition to issuance that the Offered Certificates be rated not
lower than the following ratings by S&P and DCR:
<TABLE>
<CAPTION>
CLASS S&P DCR
- --------- -------- -------
<S> <C> <C>
A-1 ......AAA AAA
A-2 ......AAA AAA
X ........* AAA
B ........AA AA
C ........A A
D ........BBB BBB
E ........BBB- BBB-
</TABLE>
- ------------
* Will not be rated by S&P.
A securities rating on mortgage pass-through certificates addresses the
likelihood of the receipt by holders thereof of payments to which they are
entitled. The rating takes into consideration the credit
S-98
<PAGE>
quality of the mortgage pool, structural and legal aspects associated with
the certificates, and the extent to which the payment stream from the
mortgage pool is adequate to make payments required under the certificates.
The ratings on the Offered Certificates do not, however, constitute a
statement regarding the likelihood or frequency of prepayments (whether
voluntary or involuntary) on the Mortgage Loans. In addition, a rating does
not address the likelihood or frequency of voluntary or mandatory prepayments
of Mortgage Loans, payments of default interest, or whether and to what
extent payments of Prepayment Premiums or Yield Maintenance Charges will be
received or the corresponding effect on yield to investors. DCR's rating on
the Class X Certificates does not address the possibility that
Certificateholders might suffer a lower than anticipated yield or that if
there is a rapid rate of principal payments (including voluntary and
involuntary prepayments) or principal losses on the Mortgage Loans, investors
in such Class of Certificates could fail to recover their initial investment.
There can be no assurance as to whether any rating agency not requested to
rate the Offered Certificates will nonetheless issue a rating to any Class
thereof and, if so, what such rating would be. A rating assigned to any Class
of Offered Certificates by a rating agency that has not been requested by the
Depositor to do so may be lower than the rating assigned thereto by DCR or
S&P.
The ratings on the Offered Certificates should be evaluated independently
from similar ratings on other types of securities. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision
or withdrawal at any time by the assigning rating agency.
LEGAL INVESTMENT
None of the Offered Certificates will constitute "mortgage related
securities" within the meaning of the Secondary Mortgage Market Enhancement
Act of 1984 ("SMMEA"). As a result, the appropriate characterization of the
Offered Certificates under various legal investment restrictions, and thus
the ability of investors subject to these restrictions to purchase the
Offered Certificates, may be subject to significant interpretative
uncertainties.
The Depositor makes no representation as to the proper characterization of
any Class of Offered Certificates for legal investment or other purposes, or
as to the ability of particular investors to purchase the Offered
Certificates under applicable legal investment or other restrictions. All
institutions whose investment activities are subject to legal investment laws
and regulations, regulatory capital requirements or review by regulatory
authorities should consult with their own legal advisors in determining
whether and to what extent the Offered Certificates constitute legal
investments for them or are subject to investment, capital or other
restrictions.
See "Legal Investment" in the Prospectus.
ERISA CONSIDERATIONS
A fiduciary of any employee benefit plan or other retirement plan or
arrangement, including individual retirement accounts and annuities, Keogh
plans and collective investment funds and separate accounts in which such
plans, annuities, accounts or arrangements are invested, including insurance
company general accounts, that is subject to the fiduciary responsibility
rules of ERISA, or Section 4975 of the Code (an "ERISA Plan") or which is a
governmental plan, as defined in Section 3(32) of ERISA, subject to any
federal, state or local law ("Similar Law") which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code (collectively, with
an ERISA Plan, a "Plan") should review with its legal advisors whether the
purchase or holding of Offered Certificates could give rise to a transaction
that is prohibited or is not otherwise permitted either under ERISA, the Code
or Similar Law or whether there exists any statutory or administrative
exemption applicable thereto. Moreover, each Plan fiduciary should determine
whether an investment in the Offered Certificates is appropriate for the
Plan, taking into account the overall investment policy of the Plan and the
composition of the Plan's investment portfolio.
The U.S. Department of Labor has issued to Chase Securities Inc., Bear,
Stearns & Co. Inc., and PaineWebber Incorporated individual prohibited
transaction exemptions, PTE 90-33, 55 Fed. Reg. 23, 151
S-99
<PAGE>
(June 6, 1990), PTE 90-30, 55 Fed. Reg. 21,461 (May 24, 1990) and PTE 90-36,
55 Fed. Reg. 25,903 (June 25, 1990), respectively (collectively, the
"Exemptions"), which generally exempt from the application of the prohibited
transaction provisions of Section 406 of ERISA, and the excise taxes imposed
on such prohibited transactions pursuant to Sections 4975(a) and (b) of the
Code, certain transactions, among others, relating to the servicing and
operation of mortgage pools, such as the Mortgage Pool, and the purchase,
sale and holding of mortgage pass-through certificates, such as the Senior
Certificates, underwritten by an Underwriter, provided that certain
conditions set forth in the Exemptions are satisfied.
The Exemptions set forth six general conditions which must be satisfied
for a transaction involving the purchase, sale and holding of the Senior
Certificates to be eligible for exemptive relief thereunder. First, the
acquisition of the Senior Certificates by a Plan must be on terms that are at
least as favorable to the Plan as they would be in an arm's-length
transaction with an unrelated party. Second, the rights and interests
evidenced by the Senior Certificates must not be subordinated to the rights
and interests evidenced by the other certificates of the same trust. Third,
the Senior Certificates at the time of acquisition by the Plan must be rated
in one of the three highest generic rating categories by S&P, Moody's
Investors Service, Inc. ("Moody's"), DCR or Fitch Rating Services, L.P.
("Fitch"). Fourth, the Trustee cannot be an affiliate of any other member of
the "Restricted Group", which consists of any Underwriter, the Depositor, the
Trustee, the Servicer, the Special Servicer, any sub-servicer and any
mortgagor with respect to Mortgage Loans constituting more than 5% of the
aggregate unamortized principal balance of the Mortgage Loans as of the date
of initial issuance of the Senior Certificates. Fifth, the sum of all
payments made to and retained by the Underwriters must represent not more
than reasonable compensation for underwriting the Senior Certificates, the
sum of all payments made to and retained by the Depositor pursuant to the
assignment of the Mortgage Loans to the Trust Fund must represent not more
than the fair market value of such obligations and the sum of all payments
made to and retained by the Servicer, the Special Servicer and any
sub-servicer must represent not more than reasonable compensation for such
person's services under the Pooling and Servicing Agreement and reimbursement
of such person's reasonable expenses in connection therewith. Sixth, the
investing Plan must be an accredited investor as defined in Rule 501(a)(1) of
Regulation D of the Securities and Exchange Commission under the Securities
Act of 1933, as amended.
Because the Class A and Class X Certificates are not subordinated to any
other Class of Certificates, the second general condition set forth above is
satisfied with respect to such Certificates. It is a condition of the
issuance of the Class A Certificates that they be rated not lower than "AAA"
by S&P and DCR, and it is a condition of the issuance of the Class X
Certificates that they be rated no lower than "AAA" by DCR. As of the Closing
Date, the fourth general condition set forth above will be satisfied with
respect to the Senior Certificates. A fiduciary of a Plan contemplating
purchasing a Class A or Class X Certificate in the secondary market must make
its own determination that, at the time of such purchase the Class A or Class
X Certificates continue to satisfy the third and fourth general conditions
set forth above. A fiduciary of a Plan contemplating purchasing a Senior
Certificate, whether in the initial issuance of such Certificates or in the
secondary market, must make its own determination that the first, fifth and
sixth general conditions set forth above will be satisfied with respect to
such Senior Certificate.
The Exemptions also require that the Trust Fund meet the following
requirements: (i) the Trust Fund must consist solely of assets of the type
that have been included in other investment pools; (ii) certificates in such
other investment pools must have been rated in one of the three highest
categories of S&P's, Moody's, Fitch or DCR for at least one year prior to the
Plan's acquisition of Senior Certificates; and (iii) certificates in such
other investment pools must have been purchased by investors other than Plans
for at least one year prior to any Plan's acquisition of Senior Certificates.
If the general conditions of the Exemptions are satisfied, the Exemptions
may provide an exemption from the restrictions imposed by Sections 406(a) and
407(a) of ERISA (as well as the excise taxes imposed by Sections 4975(a) and
(b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code)
in connection with (i) the direct or indirect sale, exchange or transfer of
Senior Certificates in the initial issuance of Certificates between the
Depositor or an Underwriter and a Plan when the Depositor, an Underwriter,
the Trustee, the Servicer, the Special Servicer, a sub-servicer, the Fiscal
Agent or a borrower is a Party in Interest with respect to the investing
Plan, (ii) the direct or indirect acquisition or disposition
S-100
<PAGE>
in the secondary market of the Senior Certificates by a Plan and (iii) the
holding of Senior Certificates by a Plan. However, no exemption is provided
from the restrictions of Sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA
for the acquisition or holding of a Senior Certificate on behalf of an
"Excluded Plan" or any person who has discretionary authority or renders
investment advice with respect to the assets of such Excluded Plan. For
purposes hereof, an Excluded Plan is a Plan sponsored by any member of the
Restricted Group.
If certain specific conditions of the Exemptions are also satisfied, the
Exemptions may provide an exemption from the restrictions imposed by Sections
406(b)(1) and (b)(2) of ERISA and the taxes imposed by Section 4975(c)(1)(E)
of the Code in connection with (1) the direct or indirect sale, exchange or
transfer of Senior Certificates in the initial issuance of Certificates
between the Depositor or an Underwriter and a Plan when the person who has
discretionary authority or renders investment advice with respect to the
investment of Plan assets in such Certificates is (a) a borrower with respect
to 5% or less of the fair market value of the Mortgage Loans or (b) an
affiliate of such a person, (2) the direct or indirect acquisition or
disposition in the secondary market of Senior Certificates by a Plan and (3)
the holding of Senior Certificates by a Plan.
Further, if certain specific conditions of the Exemption are satisfied,
the Exemption may provide an exemption from the restrictions imposed by
Sections 406(a), 406(b) and 407(a) of ERISA, and the taxes imposed by
Sections 4975(a) and (b) of the Code by reason of Section 4975(c) of the Code
for transactions in connection with the servicing, management and operation
of the Mortgage Pool.
Before purchasing a Senior Certificate, a fiduciary of a Plan should
itself confirm that (i) the Senior Certificates constitute "certificates" for
purposes of the Exemptions and (ii) the specific and general conditions and
the other requirements set forth in the Exemptions would be satisfied. In
addition to making its own determination as to the availability of the
exemptive relief provided in the Exemptions, the Plan fiduciary should
consider the availability of any other prohibited transaction exemptions,
including with respect to governmental plans, any exemptive relief afforded
under Similar Laws. See "ERISA Considerations" in the Prospectus. A purchaser
of a Senior Certificate should be aware, however, that even if the conditions
specified in one or more exemptions are satisfied, the scope of relief
provided by an exemption may not cover all acts which might be construed as
prohibited transactions.
BECAUSE THE CHARACTERISTICS OF THE SUBORDINATE OFFERED CERTIFICATES DO NOT
MEET THE REQUIREMENTS OF THE EXEMPTIONS, THE PURCHASE OR HOLDING OF SUCH
CERTIFICATES BY A PLAN MAY RESULT IN PROHIBITED TRANSACTIONS OR THE
IMPOSITION OF EXCISE TAXES OR CIVIL PENALTIES. IN NO EVENT MAY ANY TRANSFER
OF A SUBORDINATE OFFERED CERTIFICATE OR ANY INTEREST THEREIN BE MADE TO A
PLAN OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING SUCH
CERTIFICATE OR INTEREST THEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS
TRUSTEE OF, OR WITH ASSETS OF A PLAN, UNLESS THE PURCHASE AND HOLDING OF SUCH
CERTIFICATE OR INTEREST THEREIN IS EXEMPT FROM THE PROHIBITED TRANSACTION
PROVISIONS OF SECTION 406 OF ERISA AND THE RELATED EXCISE TAX PROVISIONS OF
SECTION 4975 OF THE CODE UNDER PROHIBITED TRANSACTION CLASS EXEMPTION 95-60,
WHICH PROVIDES AN EXEMPTION FROM THE PROHIBITED TRANSACTION RULES FOR CERTAIN
TRANSACTIONS INVOLVING AN INSURANCE COMPANY GENERAL ACCOUNT. ANY SUCH PLAN OR
PERSON TO WHOM A TRANSFER OF ANY SUCH CERTIFICATE OR INTEREST THEREIN IS MADE
SHALL BE DEEMED TO HAVE REPRESENTED TO THE DEPOSITOR, THE SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE FISCAL AGENT, THE UNDERWRITERS, ANY
SUB-SERVICER AND ANY BORROWER WITH RESPECT TO THE MORTGAGE LOANS THAT THE
PURCHASE AND HOLDING OF SUCH CERTIFICATE OR INTEREST THEREIN IS SO EXEMPT ON
THE BASIS OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60. See "ERISA
Considerations" in the Prospectus. Any Plan fiduciary considering whether to
purchase an Offered Certificate on behalf of a Plan should consult with its
counsel regarding the applicability of the fiduciary responsibility and
prohibited transaction provisions of ERISA and the Code to such investment.
The sale of Certificates to a Plan is in no respect a representation by
the Depositor or Underwriters that this investment meets all relevant legal
requirements with respect to investments by Plans generally or any particular
Plan, or that this investment is appropriate for Plans generally or any
particular Plan.
S-101
<PAGE>
INDEX OF PRINCIPAL DEFINITIONS
Adjusted Net Operating Income ............S-53
Administrative Cost Rate .................S-79
Advances .................................S-19, S-69
Affiliate Debt ...........................S-26, S-34
Appraisal Reduction ......................S-70
Appraisal Reduction Amount ...............S-71
Appraisal Reduction Event ................S-70
Asset Status Report ......................S-77
Assumed Final Distribution Date ..........S-67
Assumed Scheduled Payment ................S-65
Authenticating Agent .....................S-60
Available Distribution Amount ............S-16, S-61
Balloon Payment ..........................S-14
Base Interest Fraction ...................S-66
Bear Stearns .............................S-9
Cash Collateral Accounts .................S-58
Certificate Account ......................S-61
Certificate Balance ......................S-4, S-59
Certificate Owner ........................S-10
Certificate Registrar ....................S-60
Certificates .............................S-1, S-59
Chase ....................................S-9
Class ....................................S-1, S-59
Class A Certificates .....................S-1, S-59
Class X Pass-Through Rate ................S-64
Closing Date .............................S-1
Code .....................................S-23
Collateral Support Deficit ...............S-20, S-68
Constant Prepayment Rate .................S-90
Contract Rent ............................S-48
Controlling Class ........................S-78
Controlling Class Certificateholder .....S-78
Corrected Mortgage Loan ..................S-77
CPR ......................................S-90
Cross-Over Date ..........................S-64
Cut-off Date .............................S-3
Cut-off Date Balance .....................S-34
DCR ......................................S-3, S-22
Debt Service Coverage Ratio ..............S-45
Defeasance Date ..........................S-41
Definitive Certificate ...................S-10
Determination Date .......................S-71
Directing Certificateholder ..............S-77
Distributable Certificate Interest ......S-17, S-64
Distribution Accounts ....................S-61
Distribution Date ........................S-4, S-61
Distribution Date Statement ..............S-71
DSCR .....................................S-45
DTC ......................................S-1
Due Date .................................S-14
Due Period ...............................S-62
effective gross revenue ..................S-49
ERISA ....................................S-23
ERISA Plan ...............................S-99
Events of Default ........................S-86
Excluded Plan ............................S-101
Exemptions ...............................S-23, S-100
Extension Adviser ........................S-81
Fineberg Loans ...........................S-31
FIRREA ...................................S-49
Fitch ....................................S-100
Form 8-K .................................S-42
GMAC .....................................S-76
Hanover ..................................S-50
HAP Contract .............................S-31
HAP Loans ................................S-31, S-47
Hazardous Materials ......................S-56
Housing Act ..............................S-47
HUD ......................................S-47
Initial Pool Balance .....................S-3
Interest Accrual Period ..................S-4
Interest Distribution Amount .............S-17, S-64
Interest Only Loan .......................S-14
IRS ......................................S-84
Liquidation Fee ..........................S-79
Liquidation Fee Rate .....................S-79
Lock Box Accounts ........................S-58
Lock Box Loans ...........................S-58
Lockout Defeasance Loans .................S-41
Lockout Period ...........................S-36
Lower-Tier Distribution Account ..........S-61
Lower-Tier Interests .....................S-16
S-3, S-16,
Lower-Tier REMIC .........................S-96
LTV Ratio ................................S-46
Midland ..................................S-78
Monthly Payments .........................S-14
Moody's ..................................S-100
Mortgage .................................S-34
Mortgage Loan Seller .....................S-9
Mortgage Loans ...........................S-3
Mortgage Note ............................S-33
Mortgage Pool ............................S-3
Mortgaged Property .......................S-11, S-34
S-102
<PAGE>
Negative Adjustment ......................S-96
Net Mortgage Rate ........................S-64
Non-Lockout Defeasance Loans .............S-41
Non-Offered Certificates .................S-16, S-59
Non-Offered Subordinate Certificates ....S-68
Nonrecoverable Advance ...................S-70
Nonrecoverable Advances ..................S-19
Notional Amount ..........................S-4, S-16
Offered Certificates .....................S-1, S-59
OID ......................................S-21
Pass-Through Rate ........................S-4
Paying Agent .............................S-60
Percentage Interest ......................S-59
P&I Advance ..............................S-69
P&I Advances .............................S-19
Plan .....................................S-23, S-99
Pooling and Servicing Agreement ..........S-15
Prepayment Assumption ....................S-96
Prepayment Premium Period ................S-36
Prepayment Premiums ......................S-36
Prime Rate ...............................S-70
Principal Distribution Amount ............S-64
Principal Shortfall ......................S-65
Principal Window .........................S-5
Purchase Agreement .......................S-10
Purchase Price ...........................S-58
PWREI ....................................S-53
PWRES ....................................S-9
Rated Final Distribution Date ............S-67
Record Date ..............................S-61
Regular Certificates .....................S-96
Reimbursement Rate .......................S-70
Related Proceeds .........................S-70
S-3, S-16,
REMIC ....................................S-96
REMIC Pool ...............................S-3
REMIC Provisions .........................S-96
REO Account ..............................S-81
REO Loan .................................S-65
REO Property .............................S-77
Reserve Accounts .........................S-58
Residual Certificates ....................S-1, S-59
Restricted Group .........................S-100
Rolling 12 Months ........................S-48
Rules ....................................S-60
Scheduled Principal Distribution Amount .S-65
Section 8 ................................S-47
Senior Certificates ......................S-1, S-59
Servicer .................................S-78
Servicer Remittance Date .................S-69
Servicing Advances .......................S-19, S-69
Servicing Fee ............................S-79
Servicing Fee Rate .......................S-79
Servicing Standards ......................S-76
Similar Law ..............................S-23, S-99
SMMEA ....................................S-23, S-99
S&P ......................................S-3, S-22
Special Servicer .........................S-78
Special Servicing Fee ....................S-79
Special Servicing Fee Rate ...............S-79
Specially Serviced Mortgage Loans .......S-77
Stated Principal Balance .................S-65
Subordinate Certificates .................S-1, S-59
Subordinate Debt .........................S-26, S-34
Subordinate Offered Certificates ........S-1, S-59
Trust Fund ...............................S-3
Trustee Fee ..............................S-75
Trustee Fee Rate .........................S-75
S-1, S-23,
Underwriters .............................S-97
Underwriting Agreement ...................S-97
Underwritten Net Cash Flow ...............S-48
Unscheduled Principal Distribution Amount S-65
Upper-Tier Distribution Account ..........S-61
S-3, S-16,
Upper-Tier REMIC .........................S-96
Voting Rights ............................S-73
Weighted Average Life ....................S-5
Workout Fee ..............................S-79
Workout Fee Rate .........................S-79
Yield Maintenance Charge .................S-36
Yield Maintenance Period .................S-36
Yield Rate ...............................S-37
Zoning Laws ..............................S-33
S-103
<PAGE>
<TABLE>
<CAPTION>
% OF STATED
INITIAL CUT-OFF ORIGINAL REMAINING ORIGINAL
# OF POOL ORIGINAL DATE MORTGAGE TERM TO TERM AMORTIZATION
ID PROPERTY NAME PROPERTIES ORIGINATOR(1) BALANCE BALANCE BALANCE RATE MATURITY (MOS.) TERM (MOS.)
- ---- -------------------------------- ------------ ------- ---------- ---------- -------- -------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 11 West 34th Street 1 Chase .56% $ 3,000,000 $ 2,992,241 9.250% 120 117 300
2 1300 Piccard Drive 1 Bear Stearns .95% 5,100,000 5,057,210 9.580% 120 110 300
3 1430 Third Avenue 1 Bear Stearns .35% 1,900,000 1,883,560 9.393% 120 110 300
223 Slater Street and
4 372 Grand Avenue 2 Chase .33% 1,788,000 1,777,842 8.750% 120 114 300
4a 372 Grand Avenue 1 .22% 605,000 601,563
4b 223 Slater Street 1 .11% 1,183,000 1,176,279
- ---- -------------------------------- ------------ ------- ---------- ---------- -------- -------- --------- ------------
225 Underhill
5 Boulevard 1 Chase .47% 2,530,000 2,506,729 9.625% 120 109 300
6 361 Newbury Street 1 Chase 1.31% 7,000,000 6,987,724 9.125% 120 118 300
7 38-20 Review Avenue 1 Chase 1.12% 6,000,000 5,961,684 9.000% 120 113 300
8 390 Fifth Avenue 1 Chase 2.85% 15,300,000 15,229,293 8.875% 120 115 300
- ---- -------------------------------- ------------ ------- ---------- ---------- -------- -------- --------- ------------
9 400 Rugby Road 1 Bear Stearns .52% 2,800,000 2,774,416 9.060% 120 110 300
10 50 Spring Street 1 Chase .74% 3,975,000 3,967,882 9.000% 120 118 300
11 701 64th Street 1 Chase 1.49% 8,000,000 7,933,376 9.625% 120 110 300
12 797 Third Avenue 1 Chase 1.31% 7,000,000 6,974,522 9.250% 216 214 216
13 Ames Plaza Geneseo 1 Chase .25% 1,365,000 1,353,936 9.125% 120 111 300
- ---- -------------------------------- ------------ ------- ---------- ---------- -------- -------- --------- ------------
14 Ames Plaza Lowville 1 Chase .34% 1,825,000 1,818,418 8.625% 120 114 360
15 Ames Plaza Plattsburgh 1 Chase .43% 2,325,000 2,311,791 8.750% 120 114 300
16 Annhurst 1 PWREI .24% 1,275,000 1,275,000 8.630% 120 117 300
17 Applecreek Apartments 1 Chase .59% 3,165,000 3,158,845 8.500% 120 118 300
18 Appletree Apartments 1 Secore 1.78% 9,600,000 9,482,116 7.570% 84 68 360
- ---- -------------------------------- ------------ ------- ---------- ---------- -------- -------- --------- ------------
19 Arbor Glen 1 Chase 1.05% 5,600,000 5,600,000 9.125% 120 120 360
Armada/Hoffler
20 Portfolio 3 Bear Stearns .83% 4,450,000 4,445,222 9.101% 120 118 360
20a Mill Dam 1 .16% 865,653 864,724
20b Kemps Corner 1 .33% 1,788,644 1,786,724
20c Francisco Village 1 .34% 1,795,702 1,793,774
- ---- -------------------------------- ------------ ------- ---------- ---------- -------- -------- --------- ------------
21 Ashgrove II 1 PWREI .43% 2,301,646 2,301,646 8.810% 120 115 300
Baldwin Plaza Shopping
22 Center 1 Bear Stearns .71% 3,800,000 3,796,733 9.220% 120 119 300
Bedford Hills Shopping
23 Center 1 Chase 1.40% 7,500,000 7,456,512 8.625% 120 114 300
24 Belair Plaza 1 Bear Stearns .41% 2,200,000 2,181,096 9.435% 84 74 300
25 Bordeaux Apartments 1 Bear Stearns .48% 2,590,000 2,575,750 9.130% 120 110 360
- ---- -------------------------------- ------------ ------- ---------- ---------- -------- -------- --------- ------------
26 Brick Church Plaza 1 Bear Stearns 1.72% 9,250,000 9,185,705 9.320% 120 112 300
27 Buena Vista Springs(4) 1 Chase 1.29% 7,000,000 6,879,656 8.750% 192 185 192
28 Buffalo Creek 1 Chase .74% 3,970,000 3,957,120 8.232% 120 115 360
29 Bulls Head Plaza 1 Chase .56% 3,030,000 3,000,094 9.750% 120 108 300
30 Candlelight I 1 PWREI .11% 606,065 606,065 8.810% 120 115 300
- ---- -------------------------------- ------------ ------- ---------- ---------- -------- -------- --------- ------------
31 Candlelight II 1 PWREI .11% 600,666 600,666 8.810% 120 115 300
32 Carrollton Park 1 Bear Stearns .50% 2,700,000 2,687,243 8.740% 120 115 300
33 Cedargate I Englewood 1 PWREI .23% 1,237,463 1,237,463 8.810% 120 115 300
Centerpoint Shopping
34 Center 1 Bear Stearns .50% 2,700,000 2,692,685 8.970% 120 117 300
- ---- -------------------------------- ------------ ------- ---------- ---------- -------- -------- --------- ------------
35 Cervinka Portfolio 3 Bear Stearns .75% 4,000,000 3,984,861 8.710% 120 116 300
35a Grand Ave. 1 .24% 1,280,000 1,275,156
35b Decatur Ave. 1 .25% 1,320,000 1,315,004
35c Crotona Pkwy. 1 .26% 1,400,000 1,394,701
Charlottesville
36 Shoppers World 1 Chase .89% 4,800,000 4,757,133 9.200% 120 110 300
37 Chestnut Hill Village 1 Chase 4.95% 26,500,000 26,416,486 8.375% 120 115 360
- ---- -------------------------------- ------------ ------- ---------- ---------- -------- -------- --------- ------------
Colonial Court
38 Apartments 1 Chase .63% 3,400,000 3,378,288 9.000% 120 113 300
39 Comfort Inn 1 Bear Stearns .38% 2,050,000 2,044,265 9.564% 120 118 240
40 Comfort Inn Greenville 1 Chase .56% 3,020,000 3,014,704 9.125% 144 142 300
Crossgates Village
41 Shopping Center 1 Chase .47% 2,505,000 2,492,691 8.500% 120 115 300
Cruz Alta Plaza
42 Shopping Center 1 Bear Stearns .59% 3,150,000 3,150,000 8.650% 84 84 300
- ---- -------------------------------- ------------ ------- ---------- ---------- -------- -------- --------- ------------
</TABLE>
1
<PAGE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
LOAN CHARACTERISTICS
ANNEX A
ANNUAL
PRINCIPAL ANNUAL 1996 OR UNDER- CUT-OFF LTV
FIRST AND INTEREST ROLLING WRITTEN LOCKBOX DATE RATIO PREPAYMENT
PAYMENT MATURITY INTEREST ONLY 12 MONTH NET CASH IN APPRAISED LTV @ LOCKOUT
ID DATE DATE PAYMENTS PAYMENTS 1995 NOI NOI FLOW PLACE DSCR VALUE RATIO MATURITY ENDS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 4/1/97 3/1/07 $ 308,297 $ 0 $ 287,073 $ 114,669 $ 426,643 No 1.38$ 4,550,000 66% 55% 2/29/00
2 9/1/96 8/1/06 538,110 0 848,087 836,880 705,134 No 1.31 7,500,000 67% 57% 7/22/99
3 9/1/96 8/1/06 197,510 0 310,697 329,375 274,180 No 1.39 3,300,000 57% 48% 7/10/99
4 1/1/97 12/1/06 176,399 0 280,790 279,510 237,751 No 1.35 2,475,000 72% 59% 11/30/99
4a 96,883 94,983 79,834 875,000
4b 183,907 184,527 157,917 1,600,000
5 8/1/96 7/1/06 267,897 0 394,652 358,584 405,098 No 1.51 4,050,000 62% 52% 6/30/99
6 5/1/97 4/1/07 712,129 0 1,047,000 1,097,188 1,034,361 No 1.45 10,000,000 70% 58% 3/31/00
7 12/1/96 11/1/06 604,221 0 821,292 982,070 1,031,945 No 1.71 12,300,000 48% 40% 10/31/99
8 2/1/97 1/1/07 1,525,079 0 2,478,018 2,559,721 1,971,445 No 1.29 21,300,000 71% 59% 12/31/99
9 9/1/96 8/1/06 283,352 0 416,800 365,854 No 1.29 3,500,000 79% 66% 7/18/99
10 5/1/97 4/1/07 400,297 0 686,492 752,057 502,681 No 1.26 6,300,000 63% 52% 3/31/00
11 9/1/96 8/1/06 847,105 0 1,304,824 1,354,956 1,177,474 No 1.39 11,200,000 71% 60% 7/31/99
12 5/1/97 4/1/15 799,780 0 983,159 No 1.23 10,200,000 68% 0% 3/31/02
13 10/1/96 9/1/06 138,865 0 244,976 262,449 195,315 No 1.41 2,100,000 64% 54% 8/31/99
14 1/1/97 12/1/06 170,336 0 339,949 299,916 291,219 No 1.71 3,200,000 57% 51% 11/30/99
15 1/1/97 12/1/06 229,378 0 431,297 337,981 311,224 No 1.36 3,100,000 75% 62% 11/30/99
16 4/1/97 3/1/07 124,543 110,033 154,655 175,519 144,803 Yes 1.16 1,800,000 71% 63% 2/28/99
17 5/1/97 4/1/07 305,825 0 512,029 462,982 414,045 No 1.35 4,900,000 65% 53% 3/31/00
18 3/1/96 2/1/03 811,024 0 1,207,800 1,300,816 1,294,225 No 1.60 13,500,000 70% 65% 2/28/98
19 7/1/97 6/1/07 546,761 0 725,000 817,319 726,695 No 1.33 7,700,000 73% 65% 5/31/00
20 5/1/97 4/1/07 433,555 0 594,907 666,116 621,321 No 1.43 6,900,000 64% 58% 3/31/01
20a 105,322 149,094 134,034 1,600,000
20b 275,466 290,852 239,292 2,700,000
20c 214,119 226,170 247,994 2,600,000
21 2/1/97 1/1/07 228,201 202,775 306,710 339,703 316,369 Yes 1.39 2,725,000 84% 75% 12/31/98
22 6/1/97 5/1/07 389,567 0 606,717 574,980 552,949 No 1.42 6,500,000 58% 49% 4/30/01
23 1/1/97 12/1/06 732,301 0 1,042,857 990,494 1,028,464 No 1.40 11,200,000 67% 55% 11/30/99
24 9/1/96 8/1/03 229,464 0 369,689 268,702 337,547 No 1.47 3,600,000 61% 55% 7/22/99
25 9/1/96 8/1/06 252,989 0 366,136 357,254 326,858 No 1.29 3,200,000 80% 73% 7/16/01
26 11/1/96 10/1/06 955,951 0 1,307,037 1,308,893 No 1.37 14,700,000 62% 52% 9/27/99
27 12/1/96 11/1/12 814,335 0 495,611 1,170,681 943,661 No 1.16 10,680,000 64% 0% 10/31/06
28 2/1/97 1/1/07 357,301 0 523,693 545,964 465,617 No 1.30 5,900,000 67% 59% 12/31/99
29 7/1/96 6/1/06 324,018 0 723,276 727,934 551,123 No 1.70 5,700,000 53% 45% 5/31/98
30 2/1/97 1/1/07 60,089 53,394 76,023 96,360 84,987 Yes 1.41 800,000 76% 68% 12/31/98
31 2/1/97 1/1/07 59,554 52,919 85,410 96,053 81,666 Yes 1.37 850,000 71% 63% 12/31/98
32 2/1/97 1/1/07 266,154 0 303,446 392,077 438,623 No 1.65 4,360,000 62% 51% 12/13/00
33 2/1/97 1/1/07 122,691 109,020 168,230 177,527 151,701 Yes 1.24 1,555,000 80% 71% 12/31/98
34 4/1/97 3/1/07 271,234 0 341,558 296,285 435,134 No 1.60 3,730,000 72% 60% 2/28/01
35 3/1/97 2/1/07 393,325 0 636,055 601,839 609,057 No 1.55 5,200,000 77% 63% 1/31/04
35a 206,164 188,506 208,549 1,550,000
35b 206,887 200,038 188,491 1,700,000
35c 223,004 213,295 212,017 1,950,000
36 9/1/96 8/1/06 491,290 0 640,357 658,849 624,629 No 1.27 6,440,000 74% 62% 7/31/99
37 2/1/97 1/1/07 2,417,030 0 3,410,629 3,283,163 3,170,747 No 1.31 34,200,000 77% 68% 12/31/99
38 12/1/96 11/1/06 342,392 0 519,383 552,950 470,676 No 1.37 4,500,000 75% 63% 10/31/01
39 5/1/97 4/1/07 230,333 0 182,465 477,189 399,306 No 1.73 4,000,000 51% 37% 3/31/01
40 5/1/97 4/1/09 307,233 0 576,561 523,074 466,933 No 1.52 4,800,000 63% 49% 3/31/00
41 2/1/97 1/1/07 242,051 0 442,595 486,006 376,204 No 1.55 3,800,000 66% 54% 12/31/99
42 7/1/97 6/1/04 308,206 0 288,233 267,322 485,610 No 1.58 4,700,000 67% 60% 5/31/99
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
YIELD
MAINTENANCE
CHARGE OR FREE
PREPAYMENT PREPAY
YIELD MAINTENANCE CHARGE OR PREMIUM PERIOD ZIP
PREPAYMENT PREMIUM END DATE (MOS) ADDRESS CITY STATE CODE
- ------------------------------------- ----------- ------ ----------------------------------------------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
greater than of 1% or YM 11/30/06 3 11 West 34th Street New York NY 10001
greater than of 1% or YM 1/31/06 6 1300 Piccard Drive Rockville MD 20850
greater than of 1% or YM 1/31/06 6 1430 Third Avenue New York NY 10028
greater than of 1% or YM 8/31/06 3
372 Grand Avenue Leonia NJ 07605
223 Slater Street and 34
Spring Street Paterson NJ 07501
- ------------------------------------- ----------- ------ ----------------------------------------------- ----- -----
greater than of 1% or YM 12/31/05 6 225 Underhill Boulevard Syosset NY 11791
greater than of 1% or YM 12/31/06 3 359-363 Newbury Street Boston MA 02115
greater than of 1% or YM 7/31/06 3 38-20 Review Avenue Long Island City NY 11106
greater than of 1% or YM 9/30/06 3 390 Fifth Avenue New York NY 10018
- ------------------------------------- ----------- ------ ----------------------------------------------- ----- -----
greater than of 1% or YM 1/31/06 6 400 Rugby Road Brooklyn NY 11236
greater than of 1% or YM 9/30/06 6 50 Spring Street Ramsey NJ 07446
greater than of 1% or YM 4/30/06 3 6323 Seventh Avenue Brooklyn NY 11220
greater than of 1% or YM 12/31/14 3 797-799 Third Avenue New York NY 10017
greater than of 1% or YM 2/28/06 6 4101 Lakeville Road (Route 20A)Geneseo NY 14454
- ------------------------------------- ----------- ------ ----------------------------------------------- ----- -----
greater than of 1% or YM 5/31/06 6 7395 Turin Road (Route 12D) Lowville NY 13367
greater than of 1% or YM 5/31/06 6 356 Cornelia Street (Route 3) Plattsburgh NY 12901
greater than of 1% or YM 2/28/07 0 4958 Dawn Drive Indianapolis IN 46268
greater than of 1% or YM 12/31/06 3 1501 Lawnmont Drive Round Rock TX 78664
greater than of 1% or YM 10/31/02 3 2911 Bynan Drive Ypsilanti MI 48197
- ------------------------------------- ----------- ------ ----------------------------------------------- ----- -----
greater than of 1% or YM 11/30/06 6 3610 South Nogales Street West Covina CA 91792
greater than of 1% or YM 9/30/06 6
4123-4127 North Great Neck RoadVirginia Beach VA 23454
5300 Kempsriver Road Virginia Beach VA 23464
10143-10159 Jefferson Ave. Newport News VA 23601
- ------------------------------------- ----------- ------ ----------------------------------------------- ----- -----
greater than of 1% or YM 12/31/06 0 15151 Ashgrove Dr. Sterling Hts. MI 48313
greater than of 3% or YM 4/30/07 0 200 Baldwin Road Parsippany NJ 07054
greater than of 1% or YM 8/31/06 3 711-747 Bedford Road Bedford NY 10507
greater than of 1% or YM 1/31/03 6 9855-89 Bustleton Ave. Philadelphia PA 19115
greater than of 1% or YM 1/31/06 6 3600 Scroggins Bellmead TX 76705
- ------------------------------------- ----------- ------ ----------------------------------------------- ----- -----
533 Martin Luther King Jr.
greater than of 1% or YM 3/31/06 6 Blvd. East Orange NJ 07018
greater than of 1% or YM 7/31/12 3 2417 Morton Ave North Las Vegas NV 89030
greater than of 1% or YM 6/30/06 6 70 South Buffalo Grove Road Buffalo Grove IL 60090
greater than of 1% or YM 11/30/05 6 835-855 Main Street West Rochester NY 14611
greater than of 1% or YM 12/31/06 0 965 Candlelight Blvd. Brooksville FL 34601
- ------------------------------------- ----------- ------ ----------------------------------------------- ----- -----
greater than of 1% or YM 12/31/06 0 965 Candlelight Blvd. Brooksville FL 34601
greater than of 3% or YM 6/30/06 6 1235 Josey Lane Carrollton TX 75006
greater than of 1% or YM 12/31/06 0 701 N. Union Rd. Apt #60 Clayton OH 45315
greater than of 3% or YM 2/28/07 0 5000 West Waco Dr. Waco TX 76710
- ------------------------------------- ----------- ------ ----------------------------------------------- ----- -----
greater than of 3% or YM 7/31/06 6
2471 Grand Ave. Bronx NY 10468
3343 Decatur Ave. Bronx NY 10467
1890 Crotona Pkwy. Bronx NY 10460
greater than of 1% or YM 1/31/06 6 Rte. 29 and Dominion Dr. Charlottesville VA 22901
greater than of 1% or YM 9/30/06 3 7800 B Stenton Avenue Philadelphia PA 19118
- ------------------------------------- ----------- ------ ----------------------------------------------- ----- -----
132-136 Main St. & 4-14
greater than of 1% or YM 7/31/06 3 Colonial Ct. Stoneham MA 02180
greater than of 3% or YM 3/31/07 0 399 Turnpike Road (Route 9) Northborough MA 01581
5% yrs 4-6, 4% yr 7, 3% yr 8, 2% yr 9,
1% yrs 10-12 12/31/08 3 412 Mauldin Road Greenville SC 29605
greater than of 1% or YM 9/30/06 3 US Highway 80 & Woodgate Drive Brandon MS 39042
greater than of 1% or YM 5/31/04 0 710-1100 Paseo del Pueblo Sur Taos NM 87571
- ------------------------------------- ----------- ------ ----------------------------------------------- ----- -----
</TABLE>
3
<PAGE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
NET LOAN PER OCCUPANCY ANNUAL ANNUAL
YEAR RENTABLE NUMBER NET RENTABLE LOAN OCCUPANCY RATE AS RESERVES RESERVES
PROPERTY TYPE BUILT AREA OF UNITS AREA (SF) PER UNIT RATE OF DATE PER SF PER UNIT
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Retail, Single Tenant 1920 18,200 $164.41 100% 4/15/97 1.21
Office 1978 90,246 56.04 100% 1/1/97 1.67
Multifamily 1953 21 $89,693 100% 3/14/97 1,281.05
58 30,652 100% 3/1/97 218.76
Multifamily 1962 16 100% 3/1/97
Multifamily 1903 42 100% 3/1/97
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
Industrial 1963 103,136 24.31 100% 3/21/96 0.25
Retail, Unanchored 1910 70,200 99.54 99% 1/30/97 1.26
Industrial 1972 305,000 19.55 100% 3/1/97 0.54
Office 1906 122,297 124.53 100% 3/31/97 1.44
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
Multifamily 1960 66 42,037 100% 6/28/96 235.00
Industrial 1979 132,223 30.01 100% 3/25/97 0.68
Office 1956 90,200 87.95 100% 3/26/97 0.88
Retail, Single Tenant 1950 11,596 601.46 100% 10/15/96 1.38
Retail, Anchored 1966 91,720 14.76 100% 12/1/96 0.31
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
Retail, Anchored 1972 87,978 20.67 100% 12/31/96 0.35
Retail, Anchored 1971 130,179 17.76 98% 12/31/96 0.48
Multifamily 1986 85 15,000 92% 12/27/96 322.78
Multifamily 1984 176 17,948 92% 2/25/97 280.00
Multifamily 1972 382 24,822 94% 12/30/96 250.00
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
Multifamily 1980 208 26,923 98% 11/26/96 230.00
103,241 43.06 91% 3/11/97 0.52
Retail, Unanchored 1986 21,510 99% 3/11/97
Retail, Unanchored 1989 25,866 87% 3/11/97
Retail, Anchored 1993 55,865 90% 3/11/97
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
Multifamily 1987 91 25,293 93% 11/15/96 333.96
Retail, Anchored 1965 41,560 91.36 95% 2/11/97 0.97
Retail, Anchored 1967 117,664 63.37 98% 1/1/97 0.70
Retail, Anchored 1967 46,725 46.68 92% 12/31/96 0.58
Multifamily 1985 120 21,465 98% 1/15/97 255.00
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
Retail, Anchored 1986 115,929 79.24 96% 3/20/97 0.53
Multifamily 1967 288 23,888 99% 12/31/96 843.11
Multifamily 1971 154 25,696 100% 2/1/97 305.00
Office 1950 80,359 37.33 100% 1/3/97 0.77
Multifamily 1982 51 11,884 88% 11/15/96 269.22
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
Multifamily 1985 60 10,011 85% 10/18/96 281.78
Retail, Anchored 1974 119,079 22.57 93% 4/2/97 0.48
Multifamily 1984 61 20,286 100% 11/15/96 314.00
Retail, Anchored 1986 55,586 48.44 95% 2/28/97 0.59
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
127 31,377 96% 2/26/97 137.49
Multifamily 1925 43 98% 2/26/97
Multifamily 1925 43 91% 2/26/97
Multifamily 1925 41 98% 2/26/97
Retail, Anchored 1974 142,459 33.39 100% 12/31/96 0.66
Multifamily 1965 834 31,674 96% 2/25/97 339.85
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
Multifamily 1966 97 34,828 99% 12/31/96 275.00
Hotel 1972 94 21,748 67% 12/31/96 751.94
Hotel 1972 137 22,005 67% 12/31/96 409.79
Retail, Anchored 1981 105,316 23.67 100% 3/18/97 0.74
Retail, Anchored 1980 130,566 24.13 81% 12/23/96 0.26
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
% LEASE % LEASE BORROWER
LARGEST TENANT OF GLA EXPIRATION 2ND LARGEST TENANT OF GLA EXPIRATION AFFILIATION
- ------------------------------------ ------ ---------- --------------------------- ------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
<C>
Conway Stores 31% 2/28/17
Cryomedidal Sciences Inc. 32% 4/30/00 Corporate Cost / GMIS 19% 7/31/98
- ------------------------------------ ------ ---------- --------------------------- ------ ---------- -----------
Medical Sterilization, Inc. 100% 2/28/01
Urban Outfitters 19% 10/18/99 Bed & Bath 16% 6/30/02
ChemicaL Bank 51% 12/31/99 Metro Shipping 49% 1/31/99
Bugle Boy 34% 2/1/04 HIA Trading Assoc. 10% 4/1/08
- ------------------------------------ ------ ---------- --------------------------- ------ ---------- -----------
Bogen Communications 53% 12/31/00 Kenlin Pet Supply 16% 7/31/98
Caregivers 53% 12/31/05 Elder Plan 15% 12/31/05
Smith & Wollensky Steak & Chop House 100% 7/31/16
Ames Dept. Store 61% 1/31/08 Central Tractor 19% 12/31/98 Baker
- ------------------------------------ ------ ---------- --------------------------- ------ ---------- -----------
Ames Dept. Store 53% 1/31/13 P&C Supermarket 35% 11/30/04 Baker
Ames Dept. Store 58% 1/31/04 P&C Supermarket 27% 8/31/04 Baker
Cardinal
Hall
- ------------------------------------ ------ ---------- --------------------------- ------ ---------- -----------
Realty Executives 18% 1/31/98 Coastal Restaurants 14% 5/31/04
Moovies, Inc. 33% 6/30/97 Dash-In-Mall 12% 5/31/97
Food Lion 52% 3/9/13 Dollar General 11% 7/31/99
- ------------------------------------ ------ ---------- --------------------------- ------ ---------- -----------
Cardinal
R&S Strauss 24% 10/1/99 Mandees Shop 20% 1/1/00
Big V Supermarkets/Shop-Rite 35% 12/31/16 Family Discount Center 10% 2/1/97
CVS 26% 1/31/98 Pottery & Potpourri 14% 3/31/98
- ------------------------------------ ------ ---------- --------------------------- ------ ---------- -----------
Shoprite 43% 12/31/11 R&S Strauss 11% 8/31/07
Inland
St. Mary's Hospital 61% 12/31/14 Rite-Aid 10% 1/31/00
Cardinal
- ------------------------------------ ------ ---------- --------------------------- ------ ---------- -----------
Cardinal
Sack-N-Save (Minyard's) 29% 11/30/05 Aaron Rents 25% 3/27/00 Brauss
Cardinal
Lonestar Fitness 22% 5/31/02 Souper Salad 8% 9/30/04
- ------------------------------------ ------ ---------- --------------------------- ------ ---------- -----------
A&P (subleased to Fresh Fields) 20% 11/29/99 Advanced Auto 18% 5/31/03
- ------------------------------------ ------ ---------- --------------------------- ------ ---------- -----------
Rama
Collins & Aikman 46% 7/1/06 Jitney Jungle Grocery Store 28% 7/31/01
Furr's Supermarket 40% 5/31/05 Beall's 11% 1/31/10
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
% OF STATED
INITIAL CUT-OFF ORIGINAL REMAINING ORIGINAL
# OF POOL ORIGINAL DATE MORTGAGE TERM TO TERM AMORTIZATION
ID PROPERTY NAME PROPERTIESORIGINATOR(1) BALANCE BALANCE BALANCE RATE MATURITY (MOS.) TERM (MOS.)
- ---- -------------------------------- ------------ ------- ---------- ---------- -------- -------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
43 Cummins Station 1 Bear Stearns 2.25% $12,000,000 $12,000,000 8.440% 180 180 360
44 Falltree Apartments 1 Secore .41% 2,200,000 2,172,985 7.570% 84 68 360
45 Food 4 Less 1 Bear Stearns 1.84% 10,000,000 9,805,835 8.704% 120 113 180
46 Foothills Apartments. 1 Bear Stearns 2.02% 10,800,000 10,756,999 8.400% 120 116 300
47 Friendly Vil. of
Adrian Mobile Home Pk. 1 Bear Stearns .47% 2,500,000 2,485,073 8.445% 120 114 300
48 Golden Nugget
Apartments 1 Chase .88% 4,700,000 4,685,561 8.500% 120 115 360
49 Grande Shopping
Center(5) 1 Bear Stearns 1.20% 6,400,000 6,381,887 8.900% 120 115 360
50 Hampshire II 1 PWREI .16% 860,000 860,000 8.630% 120 117 300
51 Hampton Inn Columbia 1 Chase .70% 3,730,000 3,723,458 9.125% 144 142 300
52 Harbor Island
Apartments 1 Chase 3.43% 18,300,000 18,289,899 8.950% 120 119 360
53 Heart of Florida
Shopping Center 1 Chase .82% 4,425,000 4,401,852 9.375% 120 110 360
54 Hickory Place 1 PWREI .25% 1,338,750 1,338,750 8.810% 120 115 300
55 Hinsdale Village 1 Chase 1.53% 8,200,000 8,174,158 8.375% 120 115 360
56 Holiday Inn Boxborough
Woods 1 Chase 1.48% 7,910,000 7,874,921 9.125% 120 115 300
57 Holiday Inn Harrisburg
East 1 Chase 1.96% 10,500,000 10,453,435 9.125% 120 115 300
58 Holiday Inn Mansfield 1 Chase 2.00% 10,710,000 10,662,504 9.125% 120 115 300
59 Holiday Inn Worcester 1 Chase .75% 4,000,000 3,982,261 9.125% 120 115 300
60 Holmdel Plaza 1 Chase 2.02% 10,800,000 10,788,058 8.960% 120 118 360
61 Iris Glen 1 PWREI .33% 1,785,000 1,785,000 8.810% 120 115 300
62 J. Baker Corporate
Facility 1 Chase 2.86% 15,500,000 15,292,098 9.000% 180 175 180
63 Katonah Shopping
Center 1 Bear Stearns .58% 3,200,000 3,121,499 8.990% 180 171 180
64 L&C Office Tower 1 PWREI .56% 3,000,000 3,000,000 8.340% 60 51 0
65 Laurelwood 1 PWREI .17% 883,318 883,318 8.810% 120 115 300
66 Le Chateau Apartments 1 Chase .21% 1,134,000 1,131,168 9.625% 180 179 180
67 McClellan Distribution
Center 1 Chase 1.16% 6,250,000 6,210,899 9.125% 120 113 300
68 Meadowood Of Jackson
Co 1 PWREI .18% 944,458 944,458 8.810% 120 115 300
69 Mid Five Shopping
Center 1 Chase .58% 3,130,000 3,102,275 9.250% 120 110 300
70 Monroe Shopping Center 1 Chase 1.45% 7,800,000 7,759,196 9.375% 120 110 360
71 North Pima Center 1 Bear Stearns .52% 2,750,000 2,750,000 8.170% 120 120 300
72 Oak Ridge 1 PWREI .23% 1,217,944 1,217,944 8.810% 120 115 300
73 Oakwood Village
Apartments 1 Bear Stearns 1.51% 8,100,000 8,054,684 8.513% 120 111 360
74 Old Orchard Apartments 1 Chase 1.27% 6,800,000 6,787,579 8.510% 120 117 360
75 Olivewood II 1 PWREI .24% 1,292,000 1,292,000 8.810% 120 115 300
76 Orchard Hills Shopping
Center 1 Chase .51% 2,770,000 2,745,544 9.270% 120 110 300
77 Oxford Court 1 Chase .47% 2,500,000 2,487,963 8.625% 84 79 300
78 Oxford Mall 1 Chase 1.21% 6,500,000 6,481,508 8.875% 120 115 360
79 Park on Fuqua 1 Bear Stearns .78% 4,200,000 4,181,541 9.100% 120 112 360
80 Pine Grove Apts. Of
Roseville 1 PWREI .21% 1,126,250 1,126,250 8.810% 120 115 300
81 Plaza Bank Center 1 Chase 1.46% 7,850,000 7,809,983 9.500% 120 110 360
82 Puck Building 1 Bear Stearns 2.05% 11,000,000 10,922,208 9.215% 180 172 300
83 Radisson Hotel Corning 1 Chase .92% 4,900,000 4,885,503 9.125% 120 118 240
84 Rambletree Apartments 1 Secore 1.46% 7,900,000 7,802,992 7.570% 84 68 360
85 Redwood Square 1 Bear Stearns .41% 2,200,000 2,198,501 9.386% 120 119 324
86 Regent Plaza(4) 1 Chase .83% 4,500,000 4,456,841 8.625% 180 174 240
87 Ridgewood 1 PWREI .14% 763,342 763,342 8.810% 120 115 300
88 Sandalwood Of
Alexandria 1 PWREI .11% 596,962 596,962 8.810% 120 115 300
89 Silver Forest 1 PWREI .16% 859,440 859,440 8.810% 120 115 300
90 Skypark 1 Bear Stearns 1.40% 7,500,000 7,471,911 8.774% 120 116 300
91 Skyway Plaza 1 Chase .75% 4,000,000 3,996,578 9.250% 120 119 300
92 Slate Run 1 PWREI .23% 1,232,500 1,232,500 8.810% 120 115 300
</TABLE>
6
<PAGE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
LOAN CHARACTERISTICS
ANNEX A
ANNUAL
PRINCIPAL ANNUAL 1996 OR UNDER- CUT-OFF LTV
FIRST AND INTEREST ROLLING WRITTEN LOCKBOX DATE RATIO PREPAYMENT
PAYMENT MATURITY INTEREST ONLY 12 MONTH NET CASH IN APPRAISED LTV @ LOCKOUT
ID DATE DATE PAYMENTS PAYMENTS 1995 NOI NOI FLOW PLACE DSCR VALUE RATIO MATURITY ENDS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
43 7/1/97 6/1/12 $1,101,118 $ 0 $ 791,257 $1,262,338 $1,782,354 No 1.62$21,500,000 56% 43% 5/31/12
44 3/1/96 2/1/03 185,860 0 267,779 299,882 288,423 No 1.55 2,950,000 74% 69% 2/28/98
45 12/1/96 11/1/06 1,196,081 0 1,884,012 1,923,958 1,849,740 No 1.55 17,400,000 56% 28% 10/21/99
46 3/1/97 2/1/07 1,034,855 0 1,130,890 1,319,939 1,269,127 No 1.23 18,500,000 58% 48% 1/29/04
47 1/1/97 12/1/06 240,457 0 333,834 356,355 313,829 No 1.31 4,000,000 62% 51% 11/18/03
48 2/1/97 1/1/07 433,667 0 595,517 669,087 560,617 No 1.29 6,200,000 76% 67% 12/31/99
49 2/1/97 1/1/07 612,432 0 914,516 946,060 777,443 No 1.27 8,670,000 74% 66% 12/16/00
50 4/1/97 3/1/07 84,006 74,218 120,676 114,639 101,487 Yes 1.21 1,250,000 69% 61% 2/28/99
51 5/1/97 4/1/09 379,463 0 668,776 657,604 591,695 No 1.56 6,000,000 62% 48% 3/31/00
52 6/1/97 5/1/07 1,759,056 0 4,003,266 4,374,758 3,564,155 No 2.03 42,600,000 43% 38% 4/30/00
53 9/1/96 8/1/06 441,659 0 569,103 594,089 531,100 No 1.20 5,650,000 78% 71% 7/31/99
54 2/1/97 1/1/07 132,733 117,944 170,869 208,038 197,610 Yes 1.49 1,575,000 85% 76% 12/31/98
55 2/1/97 1/1/07 747,911 0 979,574 1,262,939 1,104,688 No 1.48 11,000,000 74% 66% 12/31/99
56 2/1/97 1/1/07 804,706 0 1,184,983 1,498,842 1,241,153 No 1.54 11,300,000 70% 58% 12/31/99
57 2/1/97 1/1/07 1,068,194 0 1,779,204 1,872,930 1,562,500 No 1.46 15,500,000 67% 56% 12/31/99
58 2/1/97 1/1/07 1,089,558 0 1,624,331 2,102,150 1,805,971 No 1.66 15,300,000 70% 58% 12/31/99
59 2/1/97 1/1/07 406,931 0 621,273 766,445 571,614 No 1.40 6,900,000 58% 48% 12/31/99
60 5/1/97 4/1/07 1,039,063 0 1,419,420 1,394,359 1,464,325 No 1.41 15,400,000 70% 63% 3/31/00
61 2/1/97 1/1/07 176,977 157,259 244,460 249,902 224,495 Yes 1.27 2,100,000 85% 76% 12/31/98
62 2/1/97 1/1/12 1,886,536 0 2,513,950 No 1.33 21,000,000 73% 0% 12/31/01
63 10/1/96 9/1/11 389,250 0 532,859 525,050 519,845 No 1.34 5,000,000 62% 0% 8/9/03
64 10/1/96 9/1/01 250,200 250,200 1,590,145 1,620,244 963,750 No 3.85 9,400,000 32% 32% 8/31/96
65 2/1/97 1/1/07 87,578 77,820 129,477 133,289 120,314 Yes 1.37 1,100,000 80% 72% 12/31/98
66 6/1/97 5/1/12 143,126 0 287,192 257,122 193,315 No 1.35 1,875,000 60% 0% 4/30/01
67 12/1/96 11/1/06 635,830 0 967,800 1,014,478 916,093 No 1.44 9,325,000 67% 56% 10/31/99
68 2/1/97 1/1/07 93,640 83,207 144,044 150,733 126,077 Yes 1.35 1,115,000 85% 76% 12/31/98
69 9/1/96 8/1/06 321,657 0 487,683 527,627 412,197 No 1.28 4,900,000 63% 53% 7/31/99
70 9/1/96 8/1/06 778,517 0 989,060 1,065,648 956,653 No 1.23 10,400,000 75% 68% 7/31/99
71 7/1/97 6/1/07 258,427 0 580,128 606,785 519,863 No 2.01 5,000,000 55% 45% 2/28/07
72 2/1/97 1/1/07 120,755 107,301 136,967 172,528 149,167 Yes 1.24 1,460,000 83% 75% 12/31/98
73 10/1/96 9/1/06 748,280 0 911,922 1,027,679 953,879 No 1.27 11,100,000 73% 65% 8/19/03
74 4/1/97 3/1/07 628,012 0 762,778 881,732 787,871 No 1.25 8,850,000 77% 68% 2/29/00
75 2/1/97 1/1/07 128,098 113,825 160,156 172,571 155,150 Yes 1.21 1,520,000 85% 76% 12/31/98
76 9/1/96 8/1/06 285,120 0 452,962 433,934 375,342 No 1.32 4,300,000 64% 54% 7/31/99
77 2/1/97 1/1/04 244,100 0 375,732 369,309 335,888 No 1.38 4,200,000 59% 53% 12/31/99
78 2/1/97 1/1/07 620,603 0 799,326 774,542 No 1.25 10,000,000 65% 58% 12/31/99
79 11/1/96 10/1/06 409,161 0 346,223 242,495 584,838 No 1.43 5,700,000 73% 66% 9/10/99
80 2/1/97 1/1/07 111,664 99,223 165,692 176,096 165,993 Yes 1.49 1,325,000 85% 76% 12/31/98
81 9/1/96 8/1/06 792,085 0 1,026,961 941,245 1,012,386 No 1.28 10,750,000 73% 66% 7/31/99
82 11/1/96 10/1/11 1,127,238 0 1,104,850 1,790,054 No 1.59 18,000,000 61% 41% 9/17/03
83 5/1/97 4/1/07 533,775 0 780,700 1,009,403 794,709 No 1.49 7,500,000 65% 47% 3/31/00
84 3/1/96 2/1/03 667,405 0 1,033,676 1,095,160 1,094,170 No 1.64 10,550,000 74% 69% 2/28/98
85 6/1/97 5/1/07 224,475 0 108,435 228,817 312,193 No 1.39 3,050,000 72% 62% 4/30/01
86 1/1/97 12/1/11 472,905 0 824,762 767,924 722,090 No 1.53 6,720,000 66% 29% 11/30/05
87 2/1/97 1/1/07 75,683 67,250 86,946 113,409 91,225 Yes 1.21 1,040,000 73% 66% 12/31/98
88 2/1/97 1/1/07 59,187 52,592 85,442 102,190 90,166 Yes 1.52 760,000 79% 70% 12/31/98
89 2/1/97 1/1/07 85,211 75,717 119,064 122,098 108,535 Yes 1.27 1,320,000 65% 58% 12/31/98
90 3/1/97 2/1/07 741,397 0 1,027,075 1,063,607 1,056,720 No 1.43 11,450,000 65% 54% 1/6/00
91 6/1/97 5/1/07 411,063 0 548,319 606,556 515,143 No 1.25 5,675,000 70% 59% 4/30/00
92 2/1/97 1/1/07 122,199 108,583 184,313 179,321 162,573 Yes 1.33 1,450,000 85% 76% 12/31/98
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
YIELD
MAINTENANCE
CHARGE OR FREE
PREPAYMENT PREPAY
YIELD MAINTENANCE CHARGE OR PREMIUM PERIOD ZIP
PREPAYMENT PREMIUM END DATE (MOS) ADDRESS CITY STATE CODE
- ------------------------------------------ ------ ------------------------------------- -------------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Defeasance 5/31/12 0 209 Tenth Ave. South Nashville TN 37203
greater than of 1% or YM 10/31/02 3 19200 LBJ Freeway Mesquite TX 75150
greater than of 1% or YM 4/30/06 6 5420 Sunset Boulevard Los Angeles CA 90022
greater than of 3% or
YM; 1% yr 10 7/31/06 6 6184 Cottle Rd. San Jose CA 95123
greater than of 3% or YM 5/31/06 6 1100 South Main Street Adrian MI 49221
- ------------------------------------------ ------ ------------------------------------- -------------- ----- -----
greater than of 1% or YM 9/30/06 3 201 West Belleview Avenue Englewood CO 80110
greater than of 3% or YM 6/30/06 6 2522 Beltline Road Irving TX 76062
greater than of 1% or YM 2/28/07 0 106 Sussex Lane Elyria OH 44035
5% yrs 4-6, 4% yr 7, 3% yr 8, 2%
yr 9, 1% yrs 10-12 12/31/08 3 7333 Garners Ferry Road Columbia SC 29209
greater than of 1% or YM 10/31/06 6 370 East Harmon Avenue Las Vegas NV 89109
- ------------------------------------------ ------ ------------------------------------- -------------- ----- -----
greater than of 1% or YM 1/31/06 6 US 27 & Polk City Road Haines City FL 33844
greater than of 1% or YM 12/31/06 0 2323 SW 35Th Place Gainesville FL 32608
greater than of 1% or YM 6/30/06 6 16W571 Mockingbird Lane Hinsdale IL 60521
greater than of 1% or YM 6/30/06 6 1 Adams Place Boxborough MA 01719
greater than of 1% or YM 6/30/06 6 4751 Lindle Road Harrisburg PA 17111
- ------------------------------------------ ------ ------------------------------------- -------------- ----- -----
greater than of 1% or YM 6/30/06 6 31 Hampshire Street Mansfield MA 02048
greater than of 1% or YM 6/30/06 6 514 Lincoln Street Worcester MA 01605
greater than of 1% or YM 9/30/06 6 NWC of Union Ave. and Route 35 Holmdel NJ 07733
greater than of 1% or YM 12/31/06 0 101 Iris Glen Dr SE Conyers GA 30208
greater than of 1% or YM 12/31/08 36 555 Turnpike Street Canton MA 02021
- ------------------------------------------ ------ ------------------------------------- -------------- ----- -----
5% yrs 8-9, 4% yrs 10-11, 3% yrs
12-13, 2% yr 14, 1% yr 15 2/28/11 6 262-294 Katonah Avenue Katonah NY 10536
greater than of 1% or YM 5/31/01 3 401 Church Street Nashville TN 37219
greater than of 1% or YM 12/31/06 0 3326 Michael Avenue #110 Bedford IN 47421
greater than of 1% or YM 1/31/12 3 6111 Chimney Rock Road Houston TX 77081
greater than of 1% or YM 4/30/06 6 884-918 Frelinghuysen Ave & 38-66
McClellan St Newark NJ 07108
- ------------------------------------------ ------ ------------------------------------- -------------- ----- -----
greater than of 1% or YM 12/31/06 0 2990 Meadowood Drive Jackson MI 49202
greater than of 1% or YM 4/30/06 3 29441-29583 Five Mile Rd (@
Middlebelt Rd) Livonia MI 48154
greater than of 1% or YM 1/31/06 6 State Route 17M & Still Road Monroe NY 10950
Defeasance 2/28/07 3 Southeast Corner Ina & Thornydale
Rds. Tucson AZ 85741
greater than of 1% or YM 12/31/06 0 1600 US Hwy 27 South Clermont FL 34711
- ------------------------------------------ ------ ------------------------------------- -------------- ----- -----
greater than of 3% or YM; 1% yr 10 2/28/06 6 2201 Sycamore Drive Antioch CA 94509
greater than of 1% or YM 8/31/06 6 10100-10119 Old Orchard Court Skokie IL 60076
greater than of 1% or YM 12/31/06 0 2091 Olivewood Drive Indianapolis IN 46219
greater than of 1% or YM 1/31/06 6 WS Routes 11 & 15 (@ Baldwin Blvd) Shamokin Dam PA 17876
greater than of 1% or YM 9/30/03 3 2150 Kittredge Street Berkeley CA 94704
- ------------------------------------------ ------ ------------------------------------- -------------- ----- -----
greater than of 1% or YM 6/30/06 6 1111 Jackson Ave West (@ Country Club
Dr) Oxford MS 38655
greater than of 1% or YM 3/31/06 6 11323 Fuqua Road Houston TX 77089
greater than of 1% or YM 12/31/06 0 17554 Pinegrove Dr. Roseville MI 48066
greater than of 1% or YM 4/30/06 3 9090 Skillman Street Dallas TX 75243
greater than of 1% or YM 3/31/11 6 295 Lafayette Street New York NY 10012
- ------------------------------------------ ------ ------------------------------------- -------------- ----- -----
greater than of 1% or YM 12/31/06 3 125 Denison Parkway East Corning NY 14830
greater than of 1% or YM 10/31/02 3 325 Ramblewood Drive Glen Ellyn IL 60137
greater than of 3% or YM 4/30/07 0 480 Redwood St. Vallejo CA 94590
greater than of 1% or YM 8/31/11 3 201 West Regent Street Inglewood CA 90301
greater than of 1% or YM 12/31/06 0 101 Longview Dr. #124 Russellville KY 42276
- ------------------------------------------ ------ ------------------------------------- -------------- ----- -----
greater than of 1% or YM 12/31/06 0 Rr4 Box 223-101 Alexandria IN 46001
greater than of 1% or YM 12/31/06 0 1200 NE 30Th Ave. Ocala FL 32670
greater than of 3% or YM 7/31/06 6 1000 San Mateo Ave. San Bruno CA 94066
greater than of 1% or YM 1/31/07 3 9th Street S. and 62nd Avenue S. St. Petersburg FL 33705
greater than of 1% or YM 12/31/06 0 2306 Granite Dr. Lebanon IN 46052
- ------------------------------------------ ------ ------------------------------------- -------------- ----- -----
</TABLE>
8
<PAGE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
NET LOAN PER OCCUPANCY ANNUAL ANNUAL
YEAR RENTABLE NUMBER NET RENTABLE LOAN OCCUPANCY RATE AS RESERVES RESERVES
PROPERTY TYPE BUILT AREA OF UNITS AREA (SF) PER UNIT RATE OF DATE PER SF PER UNIT
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Office 1907 386,519 $ 31.05 94% 4/2/97 0.86
Multifamily 1983 126 $17,246 94% 12/30/96 250.00
Retail, Anchored 1970 106,075 92.44 100% 1/1/97 0.11
Multifamily 1970 180 59,761 96% 2/28/97 259.00
Mobile Home 1970 179 13,883 99% 2/28/97 34.00
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
Multifamily 1972 204 22,968 96% 12/31/96 262.00
Retail, Unanchored 1982 78,194 81.62 85% 4/1/97 0.80
Multifamily 1981 57 15,088 93% 12/27/96 252.68
Hotel 1986 121 30,772 71% 12/31/96 544.70
Multifamily 1988 996 18,363 99% 1/31/97 269.00
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
Retail, Anchored 1984 131,501 33.47 100% 3/12/97 0.29
Multifamily 1983 70 19,125 96% 10/18/96 250.56
Multifamily 1971 304 26,889 94% 2/1/97 275.00
Hotel 1975 143 55,069 76% 12/31/96 1,883.48
Hotel 1972 299 34,961 66% 12/31/96 1,080.19
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
Hotel 1979 202 52,785 78% 12/31/96 1,532.53
Hotel 1972 142 28,044 72% 12/31/96 1,437.49
Retail, Anchored 1986 184,289 58.54 96% 2/21/97 0.61
Multifamily 1983 80 22,313 93% 10/18/96 326.41
Industrial 1962 755,100 20.25 100% 11/7/96 0.15
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
Retail, Unanchored 1959 25,469 122.56 100% 2/1/97 0.91
Office 1920 268,635 11.17 92% 3/11/97 1.54
Multifamily 1985 50 17,666 94% 11/15/96 289.02
Multifamily 1972 124 9,122 95% 12/31/96 300.00
Industrial 1989 87,301 71.14 100% 12/1/96 0.35
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
Multifamily 1983 47 20,095 96% 11/15/96 353.81
Retail, Anchored 1980 84,061 36.91 96% 3/1/96 0.79
Retail, Anchored 1970 157,143 49.38 93% 12/6/96 0.61
Retail, Anchored 1986 68,981 39.87 93% 3/31/97 0.71
Multifamily 1985 63 19,332 100% 10/18/96 246.03
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
Multifamily 1978 300 26,849 93% 12/31/96 246.00
Multifamily 1958 216 31,424 88% 2/1/97 254.99
Multifamily 1985 67 19,284 85% 11/15/96 288.91
Retail, Anchored 1955 114,804 23.92 100% 1/1/97 0.49
Office 1985 26,015 95.64 100% 3/17/97 1.79
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
Retail, Anchored 1983 166,980 38.82 93% 2/28/97 0.86
Retail, Anchored 1984 56,649 73.81 100% 12/31/96 0.47
Multifamily 1982 50 22,525 96% 11/15/96 334.24
Retail, Unanchored 1988 98,581 79.22 93% 1/3/97 1.11
Office 1886 195,325 55.92 100% 3/1/97 0.76
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
Hotel 1974 177 27,602 66% 12/31/96 1,367.21
Multifamily 1973 264 29,557 96% 12/30/96 261.00
Retail, Unanchored 1990 27,220 80.77 93% 2/26/97 0.59
Multifamily 1980 107 41,653 99% 3/1/97 300.00
Multifamily 1984 53 14,403 81% 11/15/96 320.58
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
Multifamily 1982 44 13,567 93% 10/18/96 356.61
Multifamily 1985 51 16,852 78% 11/15/96 254.90
Industrial 1948 216,000 34.59 100% 3/1/97 0.34
Retail, Anchored 1959 107,865 37.05 96% 1/31/97 0.53
Multifamily 1984 62 19,879 100% 11/15/96 337.32
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
% LEASE % LEASE BORROWER
LARGEST TENANT OF GLA EXPIRATION 2ND LARGEST TENANT OF GLA EXPIRATION AFFILIATION
- ------------------------------------ ------ ---------- --------------------------- ------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Nashville Cares 4% 12/31/99 Zeal Office Suites 3% 9/30/10
Hall
Food For Less (Ralph's) 96% 4/30/01 Mcdonald's 4% 11/29/08
Challey
- ------------------------------------ ------ ---------- --------------------------- ------ ---------- -----------
Show Off Fashions 9% 12/31/98 Clothestime 7% 7/31/98
Cardinal
Rama
- ------------------------------------ ------ ---------- --------------------------- ------ ---------- -----------
Wal-Mart 54% 10/12/04 Kash N' Karry 26% 2/27/05
Cardinal
Inland
Fineberg
Fineberg
- ------------------------------------ ------ ---------- --------------------------- ------ ---------- -----------
Fineberg
Fineberg
Caldor 44% 1/31/12 TJ Maxx 14% 1/31/02 Baker
Cardinal
100% Owner Occupied
- ------------------------------------ ------ ---------- --------------------------- ------ ---------- -----------
US Postal Service 19% 10/29/03 Katonah Pharmacy 13% 11/30/00
Cardinal
- ------------------------------------ ------ ---------- --------------------------- ------ ---------- -----------
Cardinal
A&P-Farmer Jack 36% 4/13/00 ACO Hardware 18% 4/30/00
Kmart 32% 3/31/00 Grand Union 30% 3/31/23
Bookman's Used Books 17% 6/30/01 National Video 9% 9/30/99
Cardinal
- ------------------------------------ ------ ---------- --------------------------- ------ ---------- -----------
Challey
Inland
Cardinal
Giant Foods 37% 10/7/11 Central Tractor 27% 2/16/99
- ------------------------------------ ------ ---------- --------------------------- ------ ---------- -----------
J.C. Penney 21% 11/30/03 Goody's 14% 11/30/04
Sears Hardware 39% 12/31/04 Transwestern Publishers 17% 3/31/01 Brauss
Cardinal
Compass Bank 17% 11/15/02 EL Fenix Restaurant 8% 6/30/11
Swanke, Hayden, Connell Ltd. 26% 4/1/11 Pratt Institute 25% 12/1/05
- ------------------------------------ ------ ---------- --------------------------- ------ ---------- -----------
Hall
American General 15% 12/31/99 Sandovals 15% 12/31/06
Cardinal
- ------------------------------------ ------ ---------- --------------------------- ------ ---------- -----------
Cardinal
Cardinal
Skypark, Inc. 100% 10/31/16
Kash N' Karry 31% 1/31/06 Walgreens 12% 10/31/20
Cardinal
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
% OF STATED
INITIAL CUT-OFF ORIGINAL REMAINING ORIGINAL
# OF POOL ORIGINAL DATE MORTGAGE TERM TO TERM AMORTIZATION
ID PROPERTY NAME PROPERTIESORIGINATOR(1) BALANCE BALANCE BALANCE RATE MATURITY (MOS.) TERM (MOS.)
- ---- -------------------------------- ------------ ------- ---------- ---------- -------- -------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
93 Slate Run II 1 PWREI .22% $ 1,168,080 $ 1,168,080 8.810% 120 115 300
94 Southtown Plaza 1 Bear Stearns 3.46% 18,500,000 18,471,079 8.659% 180 179 240
95 Southview Commons 4 Chase .78% 4,200,000 4,174,089 9.210% 120 113 300
95a 103 White Spruce
Boulevard 1 .09% 493,500 490,455
95b 200 White Spruce
Boulevard 1 .21% 1,104,792 1,097,976
95c 300 White Spruce
Boulevard 1 .21% 1,139,025 1,131,998
95d 125 White Spruce
Boulevard 1 .27% 1,462,683 1,453,659
96 Spicetree Apartments 1 Secore .93% 4,970,000 4,945,358 8.510% 60 52 360
97 Strand Lofts, The 1 Chase .39% 2,075,000 2,060,824 9.000% 120 108 360
98 Sugarmill Village 1 HCMC .33% 1,762,500 1,740,215 8.350% 120 101 360
99 Thymewood I 1 PWREI .45% 2,398,019 2,398,019 8.650% 120 115 300
100 Village at Painters
Crossing 1 Bear Stearns 1.69% 9,000,000 9,000,000 8.720% 84 84 300
101 Wall Street Office
Park 1 Bear Stearns 1.33% 7,150,000 7,117,039 8.890% 120 115 300
102 Warner Financial &
Medical Plaza 1 Bear Stearns 2.62% 14,000,000 13,974,727 8.951% 120 118 300
103 Watertown Mall 1 Chase 1.54% 8,275,000 8,245,142 9.000% 120 116 300
104 Wenatchee Manorhouse
Apartments 1 Bear Stearns .24% 1,300,000 1,293,777 8.620% 120 114 324
105 Wenatchee Quad
Apartments 1 Bear Stearns .44% 2,375,000 2,361,441 8.720% 120 114 300
106 Willow Run Of Dekalb
Co 1 PWREI .32% 1,730,934 1,730,934 8.810% 120 115 300
107 Willowood Frank 1 PWREI .19% 1,016,267 1,016,267 8.810% 120 115 300
</TABLE>
11
<PAGE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
LOAN CHARACTERISTICS
ANNEX A
ANNUAL
PRINCIPAL ANNUAL 1996 OR UNDER- CUT-OFF LTV
FIRST AND INTEREST ROLLING WRITTEN LOCKBOX DATE RATIO PREPAYMENT
PAYMENT MATURITY INTEREST ONLY 12 MONTH NET CASH IN APPRAISED LTV @ LOCKOUT
ID DATE DATE PAYMENTS PAYMENTS 1995 NOI NOI FLOW PLACE DSCR VALUE RATIO MATURITY ENDS
- --- ----- ------- -------- -------- -------- ------- ------- ----- ----- ------ ----- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
93 2/1/97 1/1/07 $ 115,812 $102,908 $ 160,548 $ 174,675 $ 154,426 Yes 1.33 $ 1,630,000 72% 64% 12/31/98
94 6/1/97 5/1/12 1,948,966 0 3,300,317 3,626,154 3,030,408 Yes 1.55 40,000,000 46% 20% 10/31/11
95 12/1/96 11/1/06 430,226 0 690,037 803,979 615,436 No 1.43 6,500,000 64% 54% 10/31/01(2)
95a 62,535 705,464
95b 178,395 1,727,171
95c 153,902 1,780,689
95d 220,604 2,286,676
96 11/1/96 10/1/01 459,003 0 1,835,666 1,927,615 1,822,473 No 3.97 18,700,000 26% 25% 10/31/98
97 7/1/96 6/1/06 200,351 0 178,635 173,852 No 0.87 2,600,000 79% 71% 5/31/99
98 12/1/95 11/1/05 160,382 0 198,290 189,141 No 1.18 2,350,000 74% 66% 10/27/95
99 2/1/97 1/1/07 234,630 207,429 293,360 308,325 289,923 Yes 1.24 3,300,000 73% 65% 12/31/98
100 7/1/97 6/1/04 885,715 0 1,184,028 1,210,804 1,214,869 No 1.37 13,000,000 69% 62% 5/31/04
101 2/1/97 1/1/07 713,579 0 922,277 572,470 984,699 No 1.38 9,700,000 73% 61% 12/11/00
102 5/1/97 4/1/07 1,404,217 0 1,347,443 1,787,936 1,879,557 No 1.34 20,500,000 68% 56% 9/30/06
103 3/1/97 2/1/07 833,322 0 1,627,295 1,449,103 1,200,640 No 1.44 17,200,000 48% 40% 1/31/00
104 1/1/97 12/1/06 124,285 0 177,382 182,174 163,900 No 1.32 1,850,000 70% 60% 11/7/03
105 1/1/97 12/1/06 233,730 0 338,861 348,393 320,297 No 1.37 3,200,000 74% 61% 11/14/03
106 2/1/97 1/1/07 171,617 152,495 237,516 267,493 249,786 Yes 1.46 2,100,000 82% 74% 12/31/98
107 2/1/97 1/1/07 100,760 89,533 153,769 146,656 127,814 Yes 1.27 1,335,000 76% 68% 12/31/98
</TABLE>
- ------------
(1) Chase -- The Chase Manhattan Bank
Bear Stearns -- Bear, Stearns Funding Inc.
PWREI -- Paine Webber Real Estate Investment Inc.
Secore -- Secore Financial Corporation (These Mortgage Loans have been
sold to the Depositor by PWRES.)
HCMC -- Hanover Capital Mortgage Corporation (These Mortgage Loans have
been sold to the Depositor by Chase.)
(2) The Lockout with respect to a portion of this loan, in the Original
Principal Amount of $493,500, expires 8/31/99.
(3) The Yield Rate with respect to a portion of this loan, in the Original
Principal Amount of $493,500, equal to, in the event of a prepayment in
connection with a release of one of the Mortgaged Properties, the Yield
Rate, as defined herein, plus 270 basis points.
(4) Mortgaged Properties receive housing assistance payments from HUD under
HAP contracts.
(5) In lieu of a cash reserve, a $150,000 Letter of Credit has been posted
by the Borrower to mitigate costs associated with the potential lease
expiration of certain tenants.
12
<PAGE>
<TABLE>
<CAPTION>
YIELD
MAINTENANCE
CHARGE OR FREE
PREPAYMENT PREPAY
YIELD MAINTENANCE CHARGE OR PREMIUM PERIOD ZIP
PREPAYMENT PREMIUM END DATE (MOS) ADDRESS CITY STATE CODE
- ------------------------------------------ ------ ------------------------------------- -------------- ----- -----
<S> <C> <C> <C> <C> <C> <C>
greater than of 1% or YM 12/31/06 0 806 Granite Dr. Louisville KY 40223
Defeasance 10/31/11 6 SW Corner of Routes 252 & 15 Henrietta NY 14467
greater than of 1% or YM (3) 4/30/06 6
103 White Spruce Boulevard Rochester NY 14623
200 White Spruce Boulevard Rochester NY 14623
300 White Spruce Boulevard Rochester NY 14623
125 White Spruce Boulevard Rochester NY 14623
- ------------------------------------------ ------ ------------------------------------- -------------- ----- -----
greater than of 1% or YM 6/30/01 3 4854 Washtenaw Ave. Ann Arbor MI 48108
greater than of 1% or YM 2/28/06 3 2402 Ships Mechanic Row Galveston TX 77550
greater than of 3% or YM; 3% yr 8,
2% yr 9, 1% yr 10 4/30/05 6 11570-71 NW 43rd Street Coral Springs FL 33065
- ------------------------------------------ ------ ------------------------------------- -------------- ----- -----
greater than of 1% or YM 12/31/06 0 17940 NW 67Th Ave. Hialeah FL 33015
Defeasance 5/31/04 0 US Rte. 1 & 202 Chadds Ford PA 19317
greater than of 3% or YM 6/30/06 6 1410,1500,1510 Wall St. / 1620
Wilshire Dr. Bellevue NE 68005
Defeasance 9/30/06 6 6355 / 6325 Topanga Canyon Blvd. Woodland Hills CA 91367
greater than of 1% or YM 10/31/06 3 550 Arsenal Street Watertown MA 02172
- ------------------------------------------ ------ ------------------------------------- -------------- ----- -----
greater than of 1% or YM 5/31/06 6 801 Idaho Street Wenatchee WA 98801
greater than of 1% or YM 5/31/06 6 1250 Central Street J-9 Wenatchee WA 98901
greater than of 1% or YM 12/31/06 0 4941 Central Drive #1205 Stone Mountain GA 30083
greater than of 1% or YM 12/31/06 0 220 Tupelo Trail #10 Frankfort KY 40601
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
NET LOAN PER OCCUPANCY ANNUAL ANNUAL
YEAR RENTABLE NUMBER OF NET RENTABLE LOAN OCCUPANCY RATE AS RESERVES RESERVES
PROPERTY TYPE BUILT AREA UNITS AREA (SF) PER UNIT RATE OF DATE PER SF PER UNIT
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Multifamily 1984 64 $18,251 98% 11/15/96 321.44
Retail, Anchored 1955 497,639 $37.12 90% 1/21/97 0.51
97,888 42.64 100% 1/10/97 1.34
Office 1980 8,000 100% 1/10/97
Office 1978 24,324 100% 1/10/97
Office 1978 23,184 100% 1/10/97
Retail, Unanchored 1976 42,380 100% 1/10/97
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
Multifamily 1974 551 8,975 99% 12/30/96 364.00
Multifamily 1890 37 55,698 92% 12/1/96 150.00
Multifamily 1989-1991 48 36,254 90% 3/1/97 204.17
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
Multifamily 1985 90 26,645 91% 11/15/96 250.00
Retail, Anchored 1987 93,792 95.96 100% 3/18/97 0.43
Office 1983 142,047 50.10 89% 2/18/97 0.98
Office 1966 157,771 88.58 86% 12/31/96 1.57
Retail, Anchored 1976 227,254 36.28 93% 3/19/97 0.51
- -------------------------- ----- -------- --------- ------------ -------- --------- --------- -------- --------
Multifamily 1976 64 20,215 90% 12/31/96 301.00
Multifamily 1974 112 21,084 100% 12/31/96 253.00
Multifamily 1983 74 23,391 91% 10/18/96 343.65
Multifamily 1985 57 17,829 97% 11/15/96 322.89
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
% LEASE % LEASE BORROWER
LARGEST TENANT OF GLA EXPIRATION 2ND LARGEST TENANT OF GLA EXPIRATION AFFILIATION
- ------------------------------------ ------ ---------- --------------------------- ------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Cardinal
Burlington Coat Factory 10% 8/1/02 Music Land 10% 1/1/11
Fay's Drug 15% 9/30/02 Rochester Real Estate Bd. 8% 8/31/04
Rochester Real Estate Board 100% 8/31/04
Fay's Drug 36% 9/30/02
- ------------------------------------ ------ ---------- --------------------------- ------ ---------- -----------
Hall
- ------------------------------------ ------ ---------- --------------------------- ------ ---------- -----------
Cardinal
AMC Theater 35% 5/31/11 Happy Harry's Drug 9% 9/14/02
SAIC 25% 3/31/99 PRC 25% 8/31/98
American Savings Bank 7% 12/1/06 Superior Bancard Service 4% 11/30/01
Bradlees 45% 10/31/05 Stop & Shop 14% 11/30/05
- ------------------------------------ ------ ---------- --------------------------- ------ ---------- -----------
Challey
Challey
Cardinal
Cardinal
</TABLE>
14
<PAGE>
PROSPECTUS
MORTGAGE PASS-THROUGH CERTIFICATES
(ISSUABLE IN SERIES)
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
(DEPOSITOR)
The mortgage pass-through certificates (the "Offered Certificates")
offered hereby and by the supplements hereto (each, a "Prospectus
Supplement") will be offered from time to time in series. The Offered
Certificates of any series, together with any other mortgage pass-through
certificates of such series, are collectively referred to herein as the
"Certificates".
Each series of Certificates will represent in the aggregate the entire
beneficial ownership interest in a trust fund (with respect to any series,
the "Trust Fund") consisting primarily of a segregated pool (a "Mortgage
Asset Pool") of various types of multifamily or commercial mortgage loans
(the "Mortgage Loans"), mortgage-backed securities ("MBS") that evidence
interests in, or that are secured by pledges of, one or more of various types
of multifamily or commercial mortgage loans, or a combination of Mortgage
Loans and MBS (collectively, "Mortgage Assets"). If so specified in the
related Prospectus Supplement, the Trust Fund for a series of Certificates
may include letters of credit, insurance policies, guarantees, reserve funds
or other types of credit support described in this Prospectus, or any
combination thereof (with respect to any series, collectively, "Credit
Support"), and interest rate exchange agreements, interest rate cap or floor
agreements or currency exchange agreements described in this Prospectus, or
any combination thereof (with respect to any series, collectively, "Cash Flow
Agreements"). See "Description of the Trust Funds", "Description of the
Certificates" and "Description of Credit Support".
The Depositor does not intend to list any of the Offered Certificates on
any securities exchange and has not made any other arrangement for secondary
trading of the Offered Certificates. There will have been no public market
for the Certificates of any series prior to the offering thereof. No
assurance can be given that such a market will develop as a result of such an
offering. See "Risk Factors".
SEE "RISK FACTORS" BEGINNING ON PAGE 17 OF THIS PROSPECTUS FOR CERTAIN
FACTORS TO BE CONSIDERED IN PURCHASING THE OFFERED CERTIFICATES.
(cover continued on next page)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The Offered Certificates of any series may be offered through one or more
different methods, including offerings through underwriters, which may
include Chase Securities Inc., an affiliate of the Depositor, as more fully
described under "Method of Distribution" and in the related Prospectus
Supplement.
This Prospectus may not be used to consummate sales of the Offered
Certificates of any series unless accompanied by the Prospectus Supplement
for such series.
The date of this Prospectus is May 29, 1997
<PAGE>
(cover continued)
As described in the related Prospectus Supplement, the Certificates of
each series, including the Offered Certificates of such series, may consist
of one or more classes of Certificates that: (i) provide for the accrual of
interest thereon based on a fixed, variable or adjustable interest rate; (ii)
are senior or subordinate to one or more other classes of Certificates in
entitlement to certain distributions on the Certificates; (iii) are entitled
to distributions of principal, with disproportionately small, nominal or no
distributions of interest; (iv) are entitled to distributions of interest,
with disproportionately small, nominal or no distributions of principal; (v)
provide for distributions of interest thereon or principal thereof that
commence only following the occurrence of certain events, such as the
retirement of one or more other classes of Certificates of such series; (vi)
provide for distributions of principal thereof to be made, from time to time
or for designated periods, at a rate that is faster (and, in some cases,
substantially faster) or slower (and, in some cases, substantially slower)
than the rate at which payments or other collections of principal are
received on the Mortgage Assets in the related Trust Fund; or (vii) provide
for distributions of principal thereof to be made, subject to available
funds, based on a specified principal payment schedule or other methodology.
See "Description of the Certificates".
Distributions in respect of the Certificates of each series will be made
on a monthly, quarterly, semi-annual, annual or other periodic basis as
specified in the related Prospectus Supplement. Unless otherwise specified in
the related Prospectus Supplement, such distributions will be made only from
the assets of the related Trust Fund.
No series of Certificates will represent an obligation of or interest in
the Depositor or any of its affiliates, except to the limited extent
described herein and in the related Prospectus Supplement. Neither the
Certificates of any series nor the assets in any Trust Fund will be
guaranteed or insured by any governmental agency or instrumentality or by any
other person, unless otherwise provided in the related Prospectus Supplement.
The assets in each Trust Fund will be held in trust for the benefit of the
holders of the related series of Certificates (the "Certificateholders")
pursuant to a Pooling Agreement, as more fully described herein.
The yield on each class of Certificates of a series will be affected by,
among other things, the rate of payment of principal (including prepayments)
on the Mortgage Assets in the related Trust Fund and the timing of receipt of
such payments as described herein and in the related Prospectus Supplement.
See "Yield and Maturity Considerations". A Trust Fund may be subject to early
termination under the circumstances described herein and in the related
Prospectus Supplement. See "Description of the Certificates".
If so provided in the related Prospectus Supplement, one or more elections
may be made to treat the related Trust Fund or a designated portion thereof
as a "real estate mortgage investment conduit" (a "REMIC") for federal income
tax purposes. See "Certain Federal Income Tax Consequences".
2
<PAGE>
PROSPECTUS SUPPLEMENT
As more particularly described herein, the Prospectus Supplement relating
to each series of Offered Certificates will, among other things, set forth,
as and to the extent appropriate: (i) a description of the class or classes
of such Offered Certificates, including the payment provisions with respect
to each such class, the aggregate principal amount of each such class (the
"Certificate Balance"), the rate at which interest accrues from time to time,
if at all, with respect to each such class (the "Pass-Through Rate") or the
method of determining such rate, and whether interest with respect to each
such class will accrue from time to time on its aggregate principal amount or
a specified notional amount, if at all; (ii) information with respect to any
other classes of Certificates of the same series; (iii) the respective dates
on which distributions are to be made; (iv) information as to the assets
constituting the related Trust Fund, including the general characteristics of
the assets included therein, including the Mortgage Assets and any Credit
Support and Cash Flow Agreements (with respect to the Certificates of any
series, the "Trust Assets"); (v) the circumstances, if any, under which the
related Trust Fund may be subject to early termination; (vi) additional
information with respect to the method of distribution of such Offered
Certificates; (vii) whether one or more REMIC elections will be made and the
designation of the "regular interests" and "residual interests" in each REMIC
to be created; (viii) the initial percentage ownership interest in the
related Trust Fund to be evidenced by each class of Certificates of such
series; (ix) information concerning the trustee (as to any series, the
"Trustee") of the related Trust Fund; (x) if the related Trust Fund includes
Mortgage Loans, information concerning the master servicer (as to any series,
the "Master Servicer") and any special servicer (as to any series, the
"Special Servicer") of such Mortgage Loans; (xi) information as to the nature
and extent of subordination of any class of Certificates of such series,
including a class of Offered Certificates; and (xii) whether such Offered
Certificates will be initially issued in definitive or book-entry form.
AVAILABLE INFORMATION
The Depositor has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (of which this Prospectus forms a
part) under the Securities Act of 1933, as amended, with respect to the
Offered Certificates. This Prospectus and the Prospectus Supplement relating
to each series of Offered Certificates contain summaries of the material
terms of the documents referred to herein and therein, but do not contain all
of the information set forth in the Registration Statement pursuant to the
rules and regulations of the Commission. For further information, reference
is made to such Registration Statement and the exhibits thereto. Such
Registration Statement and exhibits can be inspected and copied at prescribed
rates at the public reference facilities maintained by the Commission at its
Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at its Regional Offices located as follows: Chicago Regional Office, 500 West
Madison, 14th Floor, Chicago, Illinois 60661; and New York Regional Office,
Seven World Trade Center, New York, New York 10048. The Commission also
maintains a World Wide Web site which provides on-line access to reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission at the address
"http://www.sec.gov."
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and any related Prospectus
Supplement and, if given or made, such information or representation must not
be relied upon. This Prospectus and any related Prospectus Supplement do not
constitute an offer to sell or a solicitation of an offer to buy any
securities other than the Offered Certificates, or an offer of the Offered
Certificates to any person in any state or other jurisdiction in which such
offer would be unlawful. The delivery of this Prospectus at any time does not
imply that information herein is correct as of any time subsequent to its
date; however, if any material change occurs while this Prospectus is
required by law to be delivered, this Prospectus will be amended or
supplemented accordingly.
The Master Servicer or Trustee for each series will be required to mail to
holders of the Offered Certificates of each series periodic unaudited reports
concerning the related Trust Fund. If beneficial interests in a class of
Offered Certificates are being held and transferred in book-entry format
through the facilities of The Depository Trust Company ("DTC") as described
herein, then unless otherwise provided
3
<PAGE>
in the related Prospectus Supplement, such reports will be sent on behalf of
the related Trust Fund to a nominee of DTC as the registered holder of such
Offered Certificates. Conveyance of notices and other communications by DTC
to its participating organizations, and directly or indirectly through such
participating organizations to the beneficial owners of the applicable
Offered Certificates, will be governed by arrangements among them, subject to
any statutory or regulatory requirements as may be in effect from time to
time. See "Description of the Certificates--Reports to Certificateholders"
and "--Book-Entry Registration and Definitive Certificates" and "Description
of the Pooling Agreements--Evidence as to Compliance". The Depositor will
file or cause to be filed with the Commission such periodic reports with
respect to each Trust Fund as are required under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and the rules and regulations of
the Commission thereunder.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
There are incorporated herein by reference all documents and reports filed
or caused to be filed by the Depositor with respect to a Trust Fund pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of an offering of Offered Certificates evidencing interests
therein. The Depositor will provide or cause to be provided without charge to
each person to whom this Prospectus is delivered in connection with the
offering of one or more classes of Offered Certificates, upon written or oral
request of such person, a copy of any or all documents or reports
incorporated herein by reference, in each case to the extent such documents
or reports relate to one or more of such classes of such Offered
Certificates, other than the exhibits to such documents (unless such exhibits
are specifically incorporated by reference in such documents). Requests to
the Depositor should be directed in writing to its principal executive
offices at 380 Madison Avenue, New York, New York 10017-2951, Attention:
President, or by telephone at (212) 622-3510. The Depositor has determined
that its financial statements will not be material to the offering of any
Offered Certificates.
4
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TABLE OF CONTENTS
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PROSPECTUS SUPPLEMENT.................................................................... 3
AVAILABLE INFORMATION.................................................................... 3
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE........................................ 4
SUMMARY OF PROSPECTUS.................................................................... 9
RISK FACTORS............................................................................. 17
Secondary Market........................................................................ 17
Limited Assets.......................................................................... 17
Prepayments; Average Life of Certificates; Yields....................................... 18
Limited Nature of Ratings............................................................... 19
Risks Associated with Certain Mortgage Loans and Mortgaged Properties................... 19
Balloon Payments; Borrower Default...................................................... 21
Credit Support Limitations.............................................................. 21
Leases and Rents........................................................................ 22
Environmental Risks..................................................................... 22
Special Hazard Losses.................................................................... 22
ERISA Considerations.................................................................... 23
Certain Federal Tax Considerations Regarding Residual Certificates...................... 23
Certain Federal Tax Considerations Regarding Original Issue Discount.................... 23
Book-Entry Registration................................................................. 24
Delinquent and Non-Performing Mortgage Loans............................................ 24
DESCRIPTION OF THE TRUST FUNDS........................................................... 24
General................................................................................. 24
Mortgage Loans.......................................................................... 24
General................................................................................ 24
Default and Loss Considerations with Respect to the Mortgage Loans..................... 25
Payment Provisions of the Mortgage Loans............................................... 26
Mortgage Loan Information in Prospectus Supplements.................................... 27
MBS..................................................................................... 27
Certificate Accounts.................................................................... 28
Credit Support.......................................................................... 28
Cash Flow Agreements.................................................................... 29
YIELD AND MATURITY CONSIDERATIONS........................................................ 30
General................................................................................. 30
Pass-Through Rate....................................................................... 30
Payment Delays.......................................................................... 30
Certain Shortfalls in Collections of Interest........................................... 30
Yield and Prepayment Considerations..................................................... 31
Weighted Average Life and Maturity...................................................... 32
Controlled Amortization Classes and Companion Classes................................... 33
Other Factors Affecting Yield, Weighted Average Life and Maturity....................... 34
Balloon Payments; Extensions of Maturity............................................... 34
Negative Amortization.................................................................. 34
Foreclosures and Payment Plans......................................................... 35
Losses and Shortfalls on the Mortgage Assets........................................... 35
Additional Certificate Amortization.................................................... 35
Optional Early Termination............................................................. 35
THE DEPOSITOR............................................................................ 36
USE OF PROCEEDS.......................................................................... 36
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DESCRIPTION OF THE CERTIFICATES.......................................................... 37
General................................................................................. 37
Distributions........................................................................... 37
Distributions of Interest on the Certificates........................................... 38
Distributions of Principal on the Certificates.......................................... 39
Distributions on the Certificates in Respect of Prepayment Premiums or in Respect of
Equity Participations.................................................................. 39
Allocation of Losses and Shortfalls..................................................... 39
Advances in Respect of Delinquencies.................................................... 40
Reports to Certificateholders........................................................... 40
Voting Rights........................................................................... 42
Termination............................................................................. 42
Book-Entry Registration and Definitive Certificates..................................... 43
DESCRIPTION OF THE POOLING AGREEMENTS.................................................... 44
General................................................................................. 44
Assignment of Mortgage Loans; Repurchases............................................... 45
Representations and Warranties; Repurchases............................................. 46
Collection and Other Servicing Procedures............................................... 46
Sub-Servicers........................................................................... 47
Special Servicers....................................................................... 47
Certificate Account..................................................................... 47
General................................................................................ 47
Deposits............................................................................... 48
Withdrawals............................................................................ 49
Modifications, Waivers and Amendments of Mortgage Loans................................. 50
Realization Upon Defaulted Mortgage Loans............................................... 51
Hazard Insurance Policies............................................................... 52
Due-on-Sale and Due-on-Encumbrance Provisions........................................... 53
Servicing Compensation and Payment of Expenses.......................................... 53
Evidence as to Compliance............................................................... 54
Certain Matters Regarding the Master Servicer and the Depositor......................... 54
Events of Default....................................................................... 55
Rights Upon Event of Default............................................................ 56
Amendment............................................................................... 56
List of Certificateholders.............................................................. 57
The Trustee............................................................................. 57
Duties of the Trustee................................................................... 57
Certain Matters Regarding the Trustee................................................... 57
Resignation and Removal of the Trustee.................................................. 58
DESCRIPTION OF CREDIT SUPPORT............................................................ 59
General................................................................................. 59
Subordinate Certificates................................................................ 59
Cross-Support Provisions................................................................ 59
Insurance or Guarantees with Respect to Mortgage Loans.................................. 59
Letter of Credit........................................................................ 60
Certificate Insurance and Surety Bonds.................................................. 60
Reserve Funds........................................................................... 60
Credit Support with respect to MBS...................................................... 61
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS.................................................. 61
General................................................................................. 61
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6
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Types of Mortgage Instruments........................................................... 61
Leases and Rents........................................................................ 61
Personalty.............................................................................. 62
Foreclosure............................................................................. 62
General................................................................................ 62
Judicial Foreclosure................................................................... 62
Equitable Limitations on Enforceability of Certain Provisions.......................... 62
Non-Judicial Foreclosure/Power of Sale................................................. 63
Public Sale............................................................................ 63
Rights of Redemption................................................................... 64
Anti-Deficiency Legislation............................................................ 64
Leasehold Risks........................................................................ 65
Cooperative Shares..................................................................... 65
Bankruptcy Laws......................................................................... 65
Environmental Risks..................................................................... 68
Due-on-Sale and Due-on-Encumbrance...................................................... 69
Subordinate Financing................................................................... 69
Default Interest and Limitations on Prepayments......................................... 70
Applicability of Usury Laws............................................................. 70
Soldiers' and Sailors' Civil Relief Act of 1940......................................... 70
Type of Mortgaged Property.............................................................. 70
Americans with Disability Act........................................................... 71
Forfeitures In Drug And RICO Proceedings................................................ 71
CERTAIN FEDERAL INCOME TAX CONSEQUENCES.................................................. 72
Federal Income Tax Consequences for REMIC Certificates................................... 72
General................................................................................. 72
Status of REMIC Certificates............................................................ 72
Qualification as a REMIC................................................................ 73
Taxation of Regular Certificates........................................................ 75
General ............................................................................... 75
Original Issue Discount ............................................................... 75
Acquisition Premium.................................................................... 77
Variable Rate Regular Certificates..................................................... 77
Deferred Interest...................................................................... 79
Market Discount........................................................................ 79
Premium................................................................................ 80
Election to Treat All Interest Under the Constant Yield Method......................... 80
Sale or Exchange of Regular Certificates............................................... 80
Treatment of Losses.................................................................... 81
Taxation of Residual Certificates....................................................... 82
Taxation of REMIC Income............................................................... 82
Basis and Losses....................................................................... 83
Treatment of Certain Items of REMIC Income and Expense................................. 83
Limitations on Offset or Exemption of REMIC Income..................................... 84
Tax-Related Restrictions on Transfer of Residual Certificates.......................... 85
Sale or Exchange of a Residual Certificate............................................. 87
Mark to Market Regulations............................................................. 88
Taxes That May Be Imposed on the REMIC Pool............................................. 88
Prohibited Transactions................................................................ 88
Contributions to the REMIC Pool After the Startup Day.................................. 88
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Net Income from Foreclosure Property................................................... 89
Liquidation of the REMIC Pool........................................................... 89
Administrative Matters.................................................................. 89
Limitations on Deduction of Certain Expenses............................................ 89
Taxation of Certain Foreign Investors................................................... 90
Regular Certificates................................................................... 90
Residual Certificates.................................................................. 90
Backup Withholding...................................................................... 91
Reporting Requirements.................................................................. 91
Federal Income Tax Consequences For Certificates as to Which No REMIC Election
Is Made................................................................................ 92
Standard Certificates................................................................... 92
General ............................................................................... 92
Tax Status............................................................................. 92
Premium and Discount................................................................... 93
Recharacterization of Servicing Fees................................................... 93
Sale or Exchange of Standard Certificates.............................................. 94
Stripped Certificates................................................................... 94
General ............................................................................... 94
Status of Stripped Certificates........................................................ 96
Taxation of Stripped Certificates...................................................... 96
Reporting Requirements and Backup Withholding........................................... 97
Taxation of Certain Foreign Investors................................................... 98
STATE AND OTHER TAX CONSIDERATIONS....................................................... 98
ERISA CONSIDERATIONS..................................................................... 98
General................................................................................. 98
Plan Asset Regulations.................................................................. 99
Administrative Exemptions............................................................... 99
Unrelated Business Taxable Income; Residual Certificates................................ 99
LEGAL INVESTMENT......................................................................... 100
METHOD OF DISTRIBUTION................................................................... 102
LEGAL MATTERS............................................................................ 103
FINANCIAL INFORMATION.................................................................... 103
RATING................................................................................... 103
INDEX OF PRINCIPAL DEFINITIONS........................................................... 104
</TABLE>
8
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SUMMARY OF PROSPECTUS
The following summary of certain pertinent information is qualified in its
entirety by reference to the more detailed information appearing elsewhere in
this Prospectus and by reference to the information with respect to each
series of Certificates contained in the Prospectus Supplement to be prepared
and delivered in connection with the offering of Offered Certificates of such
series. An Index of Principal Definitions is included at the end of this
Prospectus.
TITLE OF CERTIFICATES ......... Mortgage Pass-Through Certificates, issuable
in series (the "Certificates").
DEPOSITOR ..................... Chase Commercial Mortgage Securities Corp.,
a wholly-owned subsidiary of The Chase
Manhattan Bank, a New York banking
corporation. On July 14, 1996, The Chase
Manhattan Bank (National Association) was
merged with and into Chemical Bank and
Chemical Bank then changed its name to The
Chase Manhattan Bank. See "The Depositor".
MASTER SERVICER ............... The master servicer (the "Master Servicer"),
if any, for a series of Certificates will be
named in the related Prospectus Supplement.
The Master Servicer for any series of
Certificates may be an affiliate of the
Depositor or a Special Servicer. See
"Description of the Pooling
Agreements--Collection and Other Servicing
Procedures".
SPECIAL SERVICER .............. One or more special servicers (each, a
"Special Servicer"), if any, for a series of
Certificates will be named, or the
circumstances under which a Special Servicer
will be appointed will be described, in the
related Prospectus Supplement. A Special
Servicer for any series of Certificates may
be an affiliate of the Depositor or the
Master Servicer. See "Description of the
Pooling Agreements--Special Servicers".
TRUSTEE ....................... The trustee (the "Trustee") for each series
of Certificates will be named in the related
Prospectus Supplement. See "Description of
the Pooling Agreements--The Trustee".
THE TRUST ASSETS .............. Each series of Certificates will represent
in the aggregate the entire beneficial
ownership interest in a Trust Fund
consisting primarily of:
A. MORTGAGE ASSETS ............ The Mortgage Assets with respect to each
series of Certificates will, in general,
consist of a pool of loans (collectively,
the "Mortgage Loans") secured by liens on,
or security interests in, (i) residential
properties consisting of five or more rental
or cooperatively-owned dwelling units or by
shares allocable to a number of such units
and proprietary leases appurtenant thereto
(the "Multifamily Properties") or (ii)
office buildings, shopping centers, retail
stores and establishments, hotels or motels,
nursing homes, hospitals or other
health-care related facilities, mobile home
parks, warehouse facilities, mini-warehouse
facilities, self-storage facilities,
industrial plants, parking lots, mixed
9
<PAGE>
use or various other types of
income-producing properties described in
this Prospectus or unimproved land (the
"Commercial Properties"). If so specified in
the related Prospectus Supplement, a Trust
Fund may include Mortgage Loans secured by
liens on real estate projects under
construction. The Mortgage Loans will not be
guaranteed or insured by the Depositor or
any of its affiliates or, unless otherwise
provided in the related Prospectus
Supplement, by any governmental agency or
instrumentality or by any other person. If
so specified in the related Prospectus
Supplement, some Mortgage Loans may be
delinquent or non-performing as of the date
the related Trust Fund is formed.
As and to the extent described in the
related Prospectus Supplement, a Mortgage
Loan (i) may provide for no accrual of
interest or for accrual of interest thereon
at an interest rate (a "Mortgage Rate") that
is fixed over its term or that adjusts from
time to time, or that may be converted at
the borrower's election from an adjustable
to a fixed Mortgage Rate, or from a fixed to
an adjustable Mortgage Rate, (ii) may
provide for level payments to maturity or
for payments that adjust from time to time
to accommodate changes in the Mortgage Rate
or to reflect the occurrence of certain
events, and may permit negative
amortization, (iii) may be fully amortizing
or partially amortizing or non-amortizing,
with a balloon payment due on its stated
maturity date, (iv) may prohibit over its
term or for a certain period prepayments
and/or require payment of a premium or a
yield maintenance penalty in connection with
certain prepayments and (v) may provide for
payments of principal, interest or both, on
due dates that occur monthly, quarterly,
semi-annually or at such other interval as
is specified in the related Prospectus
Supplement. Unless otherwise provided in the
related Prospectus Supplement, each Mortgage
Loan will have had a principal balance at
origination of not less than $25,000 and an
original term to maturity of not more than
40 years. Unless otherwise provided in the
related Prospectus Supplement, no Mortgage
Loan will have been originated by the
Depositor; however, some or all of the
Mortgage Loans in any Trust Fund may have
been originated by an affiliate of the
Depositor. See "Description of the Trust
Funds--Mortgage Loans".
If and to the extent specified in the
related Prospectus Supplement, the Mortgage
Assets with respect to a series of
Certificates may also include, or consist
of, (i) private mortgage participations,
mortgage pass-through certificates or other
mortgage-backed securities or (ii)
certificates insured or guaranteed by the
Federal Home Loan Mortgage Corporation
("FHLMC"), the Federal National Mortgage
Association ("FNMA"), the Governmental
National Mortgage Association ("GNMA") or
the Federal Agricultural Mortgage
Corporation ("FAMC") (collectively, the
mortgage-backed securities referred to in
clauses (i) and (ii), "MBS"), provided that
each
10
<PAGE>
MBS will evidence an interest in, or will be
secured by a pledge of, one or more mortgage
loans that conform to the descriptions of
the Mortgage Loans contained herein. See
"Description of the Trust Funds--MBS".
B. CERTIFICATE ACCOUNT ........ Each Trust Fund will include one or more
accounts (collectively, the "Certificate
Account") established and maintained on
behalf of the Certificateholders into which
the person or persons designated in the
related Prospectus Supplement will, to the
extent described herein and in such
Prospectus Supplement, deposit all payments
and other collections received or advanced
with respect to the Mortgage Assets and
other assets in such Trust Fund. A
Certificate Account may be maintained as an
interest bearing or a non-interest bearing
account, and funds held therein may be held
as cash or invested in certain obligations
acceptable to each Rating Agency (as defined
below) rating one or more classes of the
related series of Offered Certificates. See
"Description of the Trust Funds--Certificate
Accounts" and "Description of the Pooling
Agreements--Certificate Account".
C. CREDIT SUPPORT ............. If so provided in the related Prospectus
Supplement, partial or full protection
against certain defaults and losses on the
Mortgage Assets in the related Trust Fund
may be provided to one or more classes of
Certificates of the related series in the
form of subordination of one or more other
classes of Certificates of such series,
which other classes may include one or more
classes of Offered Certificates, or by one
or more other types of credit support, such
as a letter of credit, insurance policy,
guarantee, reserve fund or another type of
credit support described in this Prospectus,
or a combination thereof (any such coverage
with respect to the Certificates of any
series, "Credit Support"). The amount and
types of any Credit Support, the
identification of the entity providing it
(if applicable) and related information will
be set forth in the Prospectus Supplement
for a series of Offered Certificates. See
"Risk Factors--Credit Support Limitations",
"Description of the Trust Funds--Credit
Support" and "Description of Credit
Support".
D. CASH FLOW AGREEMENTS ....... If so provided in the related Prospectus
Supplement, a Trust Fund may include
guaranteed investment contracts pursuant to
which moneys held in the funds and accounts
established for the related series will be
invested at a specified rate. The Trust Fund
may also include interest rate exchange
agreements, interest rate cap or floor
agreements, or currency exchange agreements,
which agreements are designed to reduce the
effects of interest rate or currency
exchange rate fluctuations on the Mortgage
Assets or on one or more classes of
Certificates. The principal terms of any
such guaranteed investment contract or other
agreement (any such agreement, a "Cash Flow
Agreement"), including, without limitation,
provisions relating to the timing, manner
and amount of payments thereunder and
provisions
11
<PAGE>
relating to the termination thereof, will be
described in the Prospectus Supplement for
the related series. In addition, the related
Prospectus Supplement will contain certain
information that pertains to the obligor
under any such Cash Flow Agreement. See
"Description of the Trust Funds--Cash Flow
Agreements".
DESCRIPTION OF CERTIFICATES ... Each series of Certificates will be issued
in one or more classes pursuant to a pooling
and servicing agreement or other agreement
specified in the related Prospectus
Supplement (in either case, a "Pooling
Agreement") and will represent in the
aggregate the entire beneficial ownership
interest in the related Trust Fund.
As described in the related Prospectus
Supplement, the Certificates of each series,
including the Offered Certificates of such
series, may consist of one or more classes
of Certificates that, among other things:
(i) are senior (collectively, "Senior
Certificates") or subordinate (collectively,
"Subordinate Certificates") to one or more
other classes of Certificates in entitlement
to certain distributions on the
Certificates; (ii) are entitled to
distributions of principal, with
disproportionately small, nominal or no
distributions of interest (collectively,
"Stripped Principal Certificates"); (iii)
are entitled to distributions of interest,
with disproportionately small, nominal or no
distributions of principal (collectively,
"Stripped Interest Certificates"); (iv)
provide for distributions of interest
thereon or principal thereof that commence
only after the occurrence of certain events,
such as the retirement of one or more other
classes of Certificates of such series; (v)
provide for distributions of principal
thereof to be made, from time to time or for
designated periods, at a rate that is faster
(and, in some cases, substantially faster)
or slower (and, in some cases, substantially
slower) than the rate at which payments or
other collections of principal are received
on the Mortgage Assets in the related Trust
Fund; (vi) provide for distributions of
principal thereof to be made, subject to
available funds, based on a specified
principal payment schedule or other
methodology; or (vii) provide for
distribution based on collections on the
Mortgage Assets in the related Trust Fund
attributable to prepayment premiums, yield
maintenance penalties or equity
participations.
Each class of Certificates, other than
certain classes of Stripped Interest
Certificates and certain classes of Residual
Certificates (as defined herein), will have
a stated principal amount (a "Certificate
Balance"); and each class of Certificates,
other than certain classes of Stripped
Principal Certificates and certain classes
of Residual Certificates, will accrue
interest on its Certificate Balance or, in
the case of certain classes of Stripped
Interest Certificates, on a notional amount
(a "Notional Amount") based on a fixed,
variable or adjustable interest rate (a
"Pass-Through Rate"). The related Prospectus
Supplement will specify the Certificate
Balance, Notional Amount and/or
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Pass-Through Rate (or, in the case of a
variable or adjustable Pass-Through Rate,
the method for determining such rate), as
applicable, for each class of Offered
Certificates.
The Certificates will not be guaranteed or
insured by the Depositor or any of its
affiliates, by any governmental agency or
instrumentality or by any other person or
entity, unless otherwise provided in the
related Prospectus Supplement. See "Risk
Factors--Limited Assets" and "Description of
the Certificates".
DISTRIBUTIONS OF INTEREST ON
THE CERTIFICATES ............ Interest on each class of Offered
Certificates (other than certain classes of
Stripped Principal Certificates and certain
classes of Residual Certificates) of each
series will accrue at the applicable
Pass-Through Rate on the Certificate Balance
or, in the case of certain classes of
Stripped Interest Certificates, the Notional
Amount thereof outstanding from time to time
and will be distributed to
Certificateholders as provided in the
related Prospectus Supplement (each of the
specified dates on which distributions are
to be made, a "Distribution Date").
Distributions of interest with respect to
one or more classes of Certificates
(collectively, "Accrual Certificates") may
not commence until the occurrence of certain
events, such as the retirement of one or
more other classes of Certificates, and
interest accrued with respect to a class of
Accrual Certificates prior to the occurrence
of such an event will either be added to the
Certificate Balance thereof or otherwise
deferred. Distributions of interest with
respect to one or more classes of
Certificates may be reduced to the extent of
certain delinquencies, losses and other
contingencies described herein and in the
related Prospectus Supplement. See "Risk
Factors--Prepayments; Average Life of
Certificates; Yields", "Yield and Maturity
Considerations" and "Description of the
Certificates--Distributions of Interest on
the Certificates".
DISTRIBUTIONS OF PRINCIPAL OF
THE CERTIFICATES ............ Each class of Certificates of each series
(other than certain classes of Stripped
Interest Certificates and certain classes of
Residual Certificates) will have a
Certificate Balance. The Certificate Balance
of a class of Certificates outstanding from
time to time will represent the maximum
amount that the holders thereof are then
entitled to receive in respect of principal
from future cash flow on the assets in the
related Trust Fund. Unless otherwise
specified in the related Prospectus
Supplement, the initial aggregate
Certificate Balance of all classes of
Certificates of a series will not be greater
than the outstanding principal balance of
the related Mortgage Assets as of a
specified date (the "Cut-off Date"), after
application of scheduled payments due on or
before such date, whether or not received.
As and to the extent described in each
Prospectus Supplement, distributions of
principal with respect to the related series
of Certificates will be made on each
Distribution
13
<PAGE>
Date to the holders of the class or classes
of Certificates of such series entitled
thereto until the Certificate Balances of
such Certificates have been reduced to zero.
Distributions of principal with respect to
one or more classes of Certificates may be
made at a rate that is faster (and, in some
cases, substantially faster) than the rate
at which payments or other collections of
principal are received on the Mortgage
Assets in the related Trust Fund.
Distributions of principal with respect to
one or more classes of Certificates may not
commence until the occurrence of certain
events, such as the retirement of one or
more other classes of Certificates of the
same series, or may be made at a rate that
is slower (and, in some cases, substantially
slower) than the rate at which payments or
other collections of principal are received
on the Mortgage Assets in the related Trust
Fund. Distributions of principal with
respect to one or more classes of
Certificates (each such class, a "Controlled
Amortization Class") may be made, subject to
certain limitations, based on a specified
principal payment schedule. Distributions of
principal with respect to one or more
classes of Certificates (each such class, a
"Companion Class") may be contingent on the
specified principal payment schedule for a
Controlled Amortization Class of the same
series and the rate at which payments and
other collections of principal on the
Mortgage Assets in the related Trust Fund
are received. Unless otherwise specified in
the related Prospectus Supplement,
distributions of principal of any class of
Offered Certificates will be made on a pro
rata basis among all of the Certificates of
such class. See "Description of the
Certificates--Distributions of Principal of
the Certificates".
ADVANCES ...................... If and to the extent provided in the related
Prospectus Supplement, if a Trust Fund
includes Mortgage Loans, the Master
Servicer, a Special Servicer, the Trustee,
any provider of Credit Support and/or any
other specified person may be obligated to
make, or have the option of making, certain
advances with respect to delinquent
scheduled payments of principal and/or
interest on such Mortgage Loans. Any such
advances made with respect to a particular
Mortgage Loan will be reimbursable from
subsequent recoveries in respect of such
Mortgage Loan and otherwise to the extent
described herein and in the related
Prospectus Supplement. If and to the extent
provided in the Prospectus Supplement for a
series of Certificates, any entity making
such advances may be entitled to receive
interest thereon for the period that such
advances are outstanding, payable from
amounts in the related Trust Fund. See
"Description of the Certificates--Advances
in Respect of Delinquencies". If a Trust
Fund includes MBS, any comparable advancing
obligation of a party to the related Pooling
Agreement, or of a party to the related MBS
Agreement, will be described in the related
Prospectus Supplement.
TERMINATION ................... If so specified in the related Prospectus
Supplement, a series of Certificates may be
subject to optional early termination
through
14
<PAGE>
the repurchase of the Mortgage Assets in the
related Trust Fund by the party or parties
specified therein, under the circumstances
and in the manner set forth therein. If so
provided in the related Prospectus
Supplement, upon the reduction of the
Certificate Balance of a specified class or
classes of Certificates by a specified
percentage or amount, a party specified
therein may be authorized or required to
solicit bids for the purchase of all of the
Mortgage Assets of the related Trust Fund,
or of a sufficient portion of such Mortgage
Assets to retire such class or classes,
under the circumstances and in the manner
set forth therein. See "Description of the
Certificates--Termination".
REGISTRATION OF BOOK-ENTRY
CERTIFICATES ................. If so provided in the related Prospectus
Supplement, one or more classes of the
Offered Certificates of any series will be
offered in book-entry format (collectively,
"Book-Entry Certificates") through the
facilities of The Depository Trust Company
("DTC"). Each class of Book-Entry
Certificates will be initially represented
by one or more Certificates registered in
the name of a nominee of DTC. No person
acquiring an interest in a class of
Book-Entry Certificates (a "Certificate
Owner") will be entitled to receive
Certificates of such class in fully
registered, definitive form ("Definitive
Certificates"), except under the limited
circumstances described herein. See "Risk
Factors--Book-Entry Registration" and
"Description of the Certificates--Book-Entry
Registration and Definitive Certificates".
CERTAIN FEDERAL INCOME
TAX CONSEQUENCES ............. The federal income tax consequences to
Certificateholders will vary depending on
whether one or more elections are made to
treat the Trust Fund or specified portions
thereof as one or more "real estate mortgage
investment conduits" (each, a "REMIC") under
the provisions of the Internal Revenue Code
of 1986, as amended (the "Code"). The
Prospectus Supplement for each series of
Certificates will specify whether one or
more such elections will be made. See
"Certain Federal Income Tax Consequences".
ERISA CONSIDERATIONS .......... Fiduciaries of employee benefit plans and
certain other retirement plans and
arrangements, including individual
retirement accounts, annuities, Keogh plans,
and collective investment funds and
insurance company general and separate
accounts in which such plans, accounts,
annuities or arrangements are invested, that
are subject to the Employee Retirement
Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Code,
should carefully review with their legal
advisors whether the purchase or holding of
Offered Certificates could give rise to a
transaction that is prohibited or is not
otherwise permissible either under ERISA or
Section 4975 of the Code. See "ERISA
Considerations" herein and in the related
Prospectus Supplement.
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LEGAL INVESTMENT .............. The Offered Certificates will constitute
"mortgage related securities" for purposes
of the Secondary Mortgage Market Enhancement
Act of 1984, as amended ("SMMEA,") only if
so specified in the related Prospectus
Supplement. Investors whose investment
authority is subject to legal restrictions
should consult their own legal advisors to
determine whether and to what extent the
Offered Certificates constitute legal
investments for them. See "Legal Investment"
herein and in the related Prospectus
Supplement.
RATING ........................ At their respective dates of issuance, each
class of Offered Certificates will be rated
not lower than investment grade by one or
more nationally recognized statistical
rating agencies (each, a "Rating Agency").
See "Rating" herein and in the related
Prospectus Supplement.
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RISK FACTORS
In considering an investment in the Offered Certificates of any series,
investors should consider, among other things, the following risk factors and
any other factors set forth under the heading "Risk Factors" in the related
Prospectus Supplement. In general, to the extent that the factors discussed
below pertain to or are influenced by the characteristics or behavior of
Mortgage Loans included in a particular Trust Fund, they would similarly
pertain to and be influenced by the characteristics or behavior of the
mortgage loans underlying any MBS included in such Trust Fund.
SECONDARY MARKET
There can be no assurance that a secondary market for the Offered
Certificates of any series will develop or, if it does develop, that it will
provide holders with liquidity of investment or will continue for as long as
such Certificates remain outstanding. The Prospectus Supplement for any
series of Offered Certificates may indicate that an underwriter specified
therein intends to make a secondary market in such Offered Certificates;
however, no underwriter will be obligated to do so. Any such secondary market
may provide less liquidity to investors than any comparable market for
securities that evidence interests in single-family mortgage loans.
The primary source of ongoing information regarding the Offered
Certificates of any series, including information regarding the status of the
related Mortgage Assets and any Credit Support for such Certificates, will be
the periodic reports to Certificateholders to be delivered pursuant to the
related Pooling Agreement as described herein under the heading "Description
of the Certificates--Reports to Certificateholders". There can be no
assurance that any additional ongoing information regarding the Offered
Certificates of any series will be available through any other source. The
limited nature of such information in respect of a series of Offered
Certificates may adversely affect the liquidity thereof, even if a secondary
market for such Certificates does develop.
Insofar as a secondary market does develop with respect to any series of
Offered Certificates or class thereof, the market value of such Certificates
will be affected by several factors, including the perceived liquidity
thereof, the anticipated cash flow thereon (which may vary widely depending
upon the prepayment and default assumptions applied in respect of the
underlying Mortgage Loans) and prevailing interest rates. The price payable
at any given time in respect of certain classes of Offered Certificates (in
particular, a class with a relatively long average life, a Companion Class or
a class of Stripped Interest Certificates or Stripped Principal Certificates)
may be extremely sensitive to small fluctuations in prevailing interest
rates; and the relative change in price for an Offered Certificate in
response to an upward or downward movement in prevailing interest rates may
not necessarily equal the relative change in price for such Offered
Certificate in response to an equal but opposite movement in such rates.
Accordingly, the sale of Offered Certificates by a holder in any secondary
market that may develop may be at a discount from the price paid by such
holder. The Depositor is not aware of any source through which price
information about the Offered Certificates will be generally available on an
ongoing basis.
Except to the extent described herein and in the related Prospectus
Supplement, Certificateholders will have no redemption rights, and the
Offered Certificates of each series are subject to early retirement only
under certain specified circumstances described herein and in the related
Prospectus Supplement. See "Description of the Certificates--Termination".
LIMITED ASSETS
Unless otherwise specified in the related Prospectus Supplement, neither
the Offered Certificates of any series nor the Mortgage Assets in the related
Trust Fund will be guaranteed or insured by the Depositor or any of its
affiliates, by any governmental agency or instrumentality or by any other
person or entity; and no Offered Certificate of any series will represent a
claim against or security interest in the Trust Funds for any other series.
Accordingly, if the related Trust Fund has insufficient assets to make
payments on a series of Offered Certificates, no other assets will be
available for payment of the deficiency. Additionally, certain amounts on
deposit from time to time in certain funds or accounts constituting part of a
Trust Fund, including the Certificate Account and any accounts maintained as
Credit
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Support, may be withdrawn under certain conditions, as described in the
related Prospectus Supplement, for purposes other than the payment of
principal of or interest on the related series of Certificates. If and to the
extent so provided in the Prospectus Supplement for a series of Certificates
consisting of one or more classes of Subordinate Certificates, on any
Distribution Date in respect of which losses or shortfalls in collections on
the Mortgage Assets have been incurred, all or a portion of the amount of
such losses or shortfalls will be borne first by one or more classes of the
Subordinate Certificates, and, thereafter, by the remaining classes of
Certificates in the priority and manner and subject to the limitations
specified in such Prospectus Supplement.
PREPAYMENTS; AVERAGE LIFE OF CERTIFICATES; YIELDS
As a result of, among other things, prepayments on the Mortgage Loans in
any Trust Fund, the amount and timing of distributions of principal and/or
interest on the Offered Certificates of the related series may be highly
unpredictable. Prepayments on the Mortgage Loans in any Trust Fund will
result in a faster rate of principal payments on one or more classes of the
related series of Certificates than if payments on such Mortgage Loans were
made as scheduled. Thus, the prepayment experience on the Mortgage Loans in a
Trust Fund may affect the average life of one or more classes of Certificates
of the related series, including a class of Offered Certificates. The rate of
principal payments on pools of mortgage loans varies among pools and from
time to time is influenced by a variety of economic, demographic, geographic,
social, tax, legal and other factors. For example, if prevailing interest
rates fall significantly below the Mortgage Rates borne by the Mortgage Loans
included in a Trust Fund, then, subject to, among other things, the
particular terms of the Mortgage Loans (e.g., provisions that prohibit
voluntary prepayments during specified periods or impose penalties in
connection therewith) and the ability of borrowers to get new financing,
principal prepayments on such Mortgage Loans are likely to be higher than if
prevailing interest rates remain at or above the rates borne by those
Mortgage Loans. Conversely, if prevailing interest rates rise significantly
above the Mortgage Rates borne by the Mortgage Loans included in a Trust
Fund, then principal prepayments on such Mortgage Loans are likely to be
lower than if prevailing interest rates remain at or below the rates borne by
those Mortgage Loans. There can be no assurance as to the actual rate of
prepayment on the Mortgage Loans in any Trust Fund or that such rate of
prepayment will conform to any model described herein or in any Prospectus
Supplement. As a result, depending on the anticipated rate of prepayment for
the Mortgage Loans in any Trust Fund, the retirement of any class of
Certificates of the related series could occur significantly earlier or later
than expected.
The extent to which prepayments on the Mortgage Loans in any Trust Fund
ultimately affect the average life of any class of Certificates of the
related series will depend on the terms of such Certificates. A class of
Certificates, including a class of Offered Certificates, may provide that on
any Distribution Date the holders of such Certificates are entitled to a pro
rata share of the prepayments on the Mortgage Loans in the related Trust Fund
that are distributable on such date, to a disproportionately large share
(which, in some cases, may be all) of such prepayments, or to a
disproportionately small share (which, in some cases, may be none) of such
prepayments. A class of Certificates that entitles the holders thereof to a
disproportionately large share of the prepayments on the Mortgage Loans in
the related Trust Fund increases the likelihood of early retirement of such
class ("call risk") if the rate of prepayment is relatively fast; while a
class of Certificates that entitles the holders thereof to a
disproportionately small share of the prepayments on the Mortgage Loans in
the related Trust Fund increases the likelihood of an extended average life
of such class ("extension risk") if the rate of prepayment is relatively
slow. As and to the extent described in the related Prospectus Supplement,
the respective entitlements of the various classes of Certificateholders of
any series to receive payments (and, in particular, prepayments) of principal
of the Mortgage Loans in the related Trust Fund may vary based on the
occurrence of certain events (e.g., the retirement of one or more classes of
Certificates of such series) or subject to certain contingencies (e.g.,
prepayment and default rates with respect to such Mortgage Loans).
A series of Certificates may include one or more Controlled Amortization
Classes, which will entitle the holders thereof to receive principal
distributions according to a specified principal payment schedule. Although
prepayment risk cannot be eliminated entirely for any class of Certificates,
a Controlled Amortization Class will generally provide a relatively stable
cash flow so long as the actual rate of
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prepayment on the Mortgage Loans in the related Trust Fund remains relatively
constant at the rate, or within the range of rates, of prepayment used to
establish the specific principal payment schedule for such Certificates.
Prepayment risk with respect to a given Mortgage Asset Pool does not
disappear, however, and the stability afforded to a Controlled Amortization
Class comes at the expense of one or more Companion Classes of the same
series, any of which Companion Classes may also be a class of Offered
Certificates. In general, and as more specifically described in the related
Prospectus Supplement, a Companion Class may entitle the holders thereof to a
disproportionately large share of prepayments on the Mortgage Loans in the
related Trust Fund when the rate of prepayment is relatively fast, and/or may
entitle the holders thereof to a disproportionately small share of
prepayments on the Mortgage Loans in the related Trust Fund when the rate of
prepayment is relatively slow. As and to the extent described in the related
Prospectus Supplement, a Companion Class absorbs some (but not all) of the
"call risk" and/or "extension risk" that would otherwise belong to the
related Controlled Amortization Class if all payments of principal of the
Mortgage Loans in the related Trust Fund were allocated on a pro rata basis.
A series of Certificates may include one or more classes of Offered
Certificates offered at a premium or discount. Yields on such classes of
Certificates will be sensitive, and in some cases extremely sensitive, to
prepayments on the Mortgage Loans in the related Trust Fund and, where the
amount of interest payable with respect to a class is disproportionately
large, as compared to the amount of principal, as with certain classes of
Stripped Interest Certificates, a holder might fail to recover its original
investment under some prepayment scenarios. The extent to which the yield to
maturity of any class of Offered Certificates may vary from the anticipated
yield will depend upon the degree to which they are purchased at a discount
or premium and the amount and timing of distributions thereon. An investor
should consider, in the case of any Offered Certificate purchased at a
discount, the risk that a slower than anticipated rate of principal payments
on the Mortgage Loans could result in an actual yield to such investor that
is lower than the anticipated yield and, in the case of any Offered
Certificate purchased at a premium, the risk that a faster than anticipated
rate of principal payments could result in an actual yield to such investor
that is lower than the anticipated yield. See "Yield and Maturity
Considerations" herein.
LIMITED NATURE OF RATINGS
Any rating assigned by a Rating Agency to a class of Offered Certificates
will reflect only its assessment of the likelihood that holders of such
Offered Certificates will receive payments to which such Certificateholders
are entitled under the related Pooling Agreement. Such rating will not
constitute an assessment of the likelihood that principal prepayments on the
related Mortgage Loans will be made, the degree to which the rate of such
prepayments might differ from that originally anticipated or the likelihood
of early optional termination of the related Trust Fund. Furthermore, such
rating will not address the possibility that prepayment of the related
Mortgage Loans at a higher or lower rate than anticipated by an investor may
cause such investor to experience a lower than anticipated yield or that an
investor that purchases an Offered Certificate at a significant premium might
fail to recover its initial investment under certain prepayment scenarios.
The amount, type and nature of Credit Support, if any, provided with
respect to a series of Certificates will be determined on the basis of
criteria established by each Rating Agency rating classes of the Certificates
of such series. Those criteria are sometimes based upon an actuarial analysis
of the behavior of mortgage loans in a larger group. However, there can be no
assurance that the historical data supporting any such actuarial analysis
will accurately reflect future experience, or that the data derived from a
large pool of mortgage loans will accurately predict the delinquency,
foreclosure or loss experience of any particular pool of Mortgage Loans. In
other cases, such criteria may be based upon determinations of the values of
the Mortgaged Properties that provide security for the Mortgage Loans.
However, no assurance can be given that those values will not decline in the
future. See "Description of Credit Support" and "Rating".
RISKS ASSOCIATED WITH CERTAIN MORTGAGE LOANS AND MORTGAGED PROPERTIES
A description of risks associated with investments in mortgage loans is
included herein under "Certain Legal Aspects of Mortgage Loans". Mortgage
loans made on the security of multifamily or
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commercial property may entail risks of delinquency and foreclosure, and
risks of loss in the event thereof, that are greater than similar risks
associated with loans made on the security of an owner-occupied single-family
property. See "Description of the Trust Funds--Mortgage Loans". The ability
of a borrower to repay a loan secured by an income-producing property
typically is dependent primarily upon the successful operation of such
property rather than upon the existence of independent income or assets of
the borrower; thus, the value of an income-producing property is directly
related to the net operating income derived from such property. If the net
operating income of the property is reduced (for example, if rental or
occupancy rates decline or real estate tax rates or other operating expenses
increase), the borrower's ability to repay the loan may be impaired. A number
of the Mortgage Loans may be secured by liens on owner-occupied Mortgaged
Properties or on Mortgaged Properties leased to a single tenant or a small
number of significant tenants. Accordingly, a decline in the financial
condition of the borrower or a significant tenant, as applicable, may have a
disproportionately greater effect on the net operating income from such
Mortgaged Properties than would be the case with respect to Mortgaged
Properties with multiple tenants. Furthermore, the value of any Mortgaged
Property may be adversely affected by risks generally incident to interests
in real property, including changes in general or local economic conditions
and/or specific industry segments; declines in real estate values; declines
in rental or occupancy rates; increases in interest rates, real estate tax
rates and other operating expenses; changes in governmental rules,
regulations and fiscal policies, including environmental legislation; acts of
God; and other factors beyond the control of a Master Servicer.
In addition, additional risk may be presented by the type and use of a
particular Mortgaged Property. For instance, Mortgaged Properties that
operate as hospitals and nursing homes may present special risks to lenders
due to the significant governmental regulation of the ownership, operation,
maintenance and financing of health care institutions. Hotel and motel
properties are often operated pursuant to franchise, management or operating
agreements that may be terminable by the franchisor or operator. Moreover,
the transferability of a hotel's operating, liquor and other licenses upon a
transfer of the hotel, whether through purchase or foreclosure, is subject to
local law requirements. The ability of a borrower to repay a Mortgage Loan
secured by shares allocable to one or more cooperative dwelling units may be
dependent upon the ability of the dwelling units to generate sufficient
rental income, which may be subject to rent control or stabilization laws, to
cover both debt service on the loan as well as maintenance charges to the
cooperative. Further, a Mortgage Loan secured by cooperative shares is
subordinate to the mortgage, if any, on the cooperative apartment building.
Other multifamily properties, hotels, retail properties, office buildings,
mobile home parks, nursing homes and self-storage facilities located in the
areas of the Mortgaged Properties compete with the Mortgaged Properties to
attract residents and customers. The leasing of real estate is highly
competitive. The principal means of competition are price, location and the
nature and condition of the facility to be leased. A borrower under a
Mortgage Loan competes with all lessors and developers of comparable types of
real estate in the area in which the Mortgaged Property is located. Such
lessors or developers could have lower rentals, lower operating costs, more
favorable locations or better facilities. While a borrower under a Mortgage
Loan may renovate, refurbish or expand the Mortgaged Property to maintain it
and remain competitive, such renovation, refurbishment or expansion may
itself entail significant risk. Increased competition could adversely affect
income from and market value of the Mortgaged Properties. In addition, the
business conducted at each Mortgaged Property may face competition from other
industries and industry segments.
It is anticipated that some or all of the Mortgage Loans included in any
Trust Fund will be nonrecourse loans or loans for which recourse may be
restricted or unenforceable. As to any such Mortgage Loan, recourse in the
event of borrower default will be limited to the specific real property and
other assets, if any, that were pledged to secure the Mortgage Loan. However,
even with respect to those Mortgage Loans that provide for recourse against
the borrower and its assets generally, there can be no assurance that
enforcement of such recourse provisions will be practicable, or that the
assets of the borrower will be sufficient to permit a recovery in respect of
a defaulted Mortgage Loan in excess of the liquidation value of the related
Mortgaged Property. See "Certain Legal Aspects of Mortgage
Loans--Foreclosure".
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Further, the concentration of default, foreclosure and loss risks in
individual Mortgage Loans in a particular Trust Fund will generally be
greater than for pools of single-family loans because Mortgage Loans in a
Trust Fund will generally consist of a smaller number of higher balance loans
than would a pool of single-family loans of comparable aggregate unpaid
principal balance.
BALLOON PAYMENTS; BORROWER DEFAULT
Certain of the Mortgage Loans included in a Trust Fund may be
non-amortizing or only partially amortizing over their terms to maturity and,
thus, will require substantial principal payments (that is, balloon payments)
at their stated maturity. Mortgage Loans of this type involve a greater
degree of risk than self-amortizing loans because the ability of a borrower
to make a balloon payment typically will depend upon its ability either to
refinance the loan or to sell the related Mortgaged Property. The ability of
a borrower to accomplish either of these goals will be affected by a number
of factors, including the value of the related Mortgaged Property, the level
of available mortgage rates at the time of sale or refinancing, the
borrower's equity in the related Mortgaged Property, the financial condition
and operating history of the borrower and the related Mortgaged Property, tax
laws, rent control laws (with respect to certain residential properties),
Medicaid and Medicare reimbursement rates (with respect to hospitals and
nursing homes), prevailing general economic conditions and the availability
of credit for loans secured by multifamily or commercial, as the case may be,
real properties generally. Neither the Depositor nor any of its affiliates
will be required to refinance any Mortgage Loan.
If and to the extent described herein and in the related Prospectus
Supplement, in order to maximize recoveries on defaulted Mortgage Loans, the
Master Servicer or a Special Servicer will be permitted (within prescribed
limits) to extend and modify Mortgage Loans that are in default or as to
which a payment default is imminent. While a Master Servicer or a Special
Servicer generally will be required to determine that any such extension or
modification is reasonably likely to produce a greater recovery, taking into
account the time value of money, than liquidation, there can be no assurance
that any such extension or modification will in fact increase the present
value of receipts from or proceeds of the affected Mortgage Loans.
CREDIT SUPPORT LIMITATIONS
The Prospectus Supplement for a series of Certificates will describe any
Credit Support provided with respect thereto. Use of Credit Support will be
subject to the conditions and limitations described herein and in the related
Prospectus Supplement. Moreover, such Credit Support may not cover all
potential losses or risks; for example, Credit Support may or may not cover
fraud or negligence by a mortgage loan originator or other parties.
A series of Certificates may include one or more classes of Subordinate
Certificates (which may include Offered Certificates), if so provided in the
related Prospectus Supplement. Although subordination is intended to reduce
the risk to holders of Senior Certificates of delinquent distributions or
ultimate losses, the amount of subordination will be limited and may decline
under certain circumstances. In addition, if principal payments on one or
more classes of Certificates of a series are made in a specified order of
priority, any limits with respect to the aggregate amount of claims under any
related Credit Support may be exhausted before the principal of the later
paid classes of Certificates of such series has been repaid in full. As a
result, the impact of losses and shortfalls experienced with respect to the
Mortgage Assets may fall primarily upon those classes of Certificates having
a later right of payment. Moreover, if a form of Credit Support covers more
than one series of Certificates, holders of Certificates of one series will
be subject to the risk that such Credit Support will be exhausted by the
claims of the holders of Certificates of one or more other series.
The amount of any applicable Credit Support supporting one or more classes
of Offered Certificates, including the subordination of one or more classes
of Certificates, will be determined on the basis of criteria established by
each Rating Agency rating such classes of Certificates based on an assumed
level
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of defaults, delinquencies and losses on the underlying Mortgage Assets and
certain other factors. There can, however, be no assurance that the loss
experience on the related Mortgage Assets will not exceed such assumed
levels. See "--Limited Nature of Ratings", "Description of the Certificates"
and "Description of Credit Support".
LEASES AND RENTS
Each Mortgage Loan included in any Trust Fund secured by Mortgaged
Property that is subject to leases typically will be secured by an assignment
of leases and rents pursuant to which the borrower assigns to the lender its
right, title and interest as landlord under the leases of the related
Mortgaged Property, and the income derived therefrom, as further security for
the related Mortgage Loan, while retaining a license to collect rents for so
long as there is no default. If the borrower defaults, the license terminates
and the lender is entitled to collect rents. Some state laws may require that
the lender take possession of the Mortgaged Property and obtain a judicial
appointment of a receiver before becoming entitled to collect the rents. In
addition, if bankruptcy or similar proceedings are commenced by or in respect
of the borrower, the lender's ability to collect the rents may be adversely
affected. See "Certain Legal Aspects of Mortgage Loans--Leases and Rents".
ENVIRONMENTAL RISKS
Under the laws of certain states, contamination of real property may give
rise to a lien on the property to assure the costs of cleanup. In several
states, such a lien has priority over an existing mortgage lien on such
property. In addition, under various federal, state and local laws,
ordinances and regulations, an owner or operator of real estate may be liable
for the costs of removal or remediation of hazardous substances or toxic
substances on, in or beneath such property. Such liability may be imposed
without regard to whether the owner knew of, or was responsible for, the
presence of such hazardous or toxic substances. The cost of any required
remediation and the owner or operator's liability therefor as to any property
is generally not limited under such laws, ordinances and regulations and
could exceed the value of the mortgaged property and the aggregate assets of
the owner or operator. In addition, as to the owners or operators of
mortgaged properties that generate hazardous substances that are disposed of
at "off-site" locations, such owners or operators may be held strictly,
jointly and severally liable if there are releases or threatened releases of
hazardous substances at the off-site locations where such person's hazardous
substances were disposed.
Although the federal Comprehensive Environmental Response Compensation and
Liability Act of 1980, as amended ("CERCLA"), provides an exemption from the
definition of "owner" for lenders whose primary indicia of ownership in a
particular property is the holding of a security interest, lenders may
forfeit, as a result of their actions with respect to particular borrowers,
their secured creditor exemption and be deemed an owner or operator of
property such that they are liable for remediation costs. See "Certain Legal
Aspects of Mortgage Loans--Environmental Risks" herein. A lender also risks
such liability on foreclosure of the mortgage. Unless otherwise specified in
the related Prospectus Supplement, if a Trust Fund includes Mortgage Loans,
then the related Pooling Agreement will contain provisions generally to the
effect that the Master Servicer, acting on behalf of the Trust Fund, may not
acquire title to a Mortgaged Property or assume control of its operation
unless the Master Servicer, based upon a report prepared by a person who
regularly conducts environmental audits, has made the determination that it
is appropriate to do so, as described under "Description of the Pooling
Agreements--Realization Upon Defaulted Mortgage Loans". See "Certain Legal
Aspects of Mortgage Loans--Environmental Risks". There can be no assurance
that any such requirements of a Pooling Agreement will effectively insulate
the related Trust Fund from potential liability for a materially adverse
environmental condition at a Mortgaged Property.
SPECIAL HAZARD LOSSES
Unless otherwise specified in a Prospectus Supplement, the Master Servicer
for the related Trust Fund will be required to cause the borrower on each
Mortgage Loan in such Trust Fund to maintain such insurance coverage in
respect of the related Mortgaged Property as is required under the related
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Mortgage, including hazard insurance; provided that, as and to the extent
described herein and in the related Prospectus Supplement, the Master
Servicer may satisfy its obligation to cause hazard insurance to be
maintained with respect to any Mortgaged Property through acquisition of a
blanket policy. In general, the standard form of fire and extended coverage
policy covers physical damage to or destruction of the improvements of the
property by fire, lightning, explosion, smoke, windstorm and hail, and riot,
strike and civil commotion, subject to the conditions and exclusions
specified in each policy. Although the policies covering the Mortgaged
Properties will be underwritten by different insurers under different state
laws in accordance with different applicable state forms, and therefore will
not contain identical terms and conditions, most such policies typically do
not cover any physical damage resulting from war, revolution, governmental
actions, floods and other water-related causes, earth movement (including
earthquakes, landslides and mudflows), wet or dry rot, vermin, domestic
animals and certain other kinds of risks. Unless the related Mortgage
specifically requires the mortgagor to insure against physical damage arising
from such causes, then, to the extent any consequent losses are not covered
by Credit Support, such losses may be borne, at least in part, by the holders
of one or more classes of Offered Certificates of the related series. See
"Description of the Pooling Agreements--Hazard Insurance Policies".
ERISA CONSIDERATIONS
Generally, ERISA applies to investments made by employee benefit plans and
transactions involving the assets of such plans. Due to the complexity of
regulations that govern such plans, prospective investors that are subject to
ERISA are urged to consult their own counsel regarding consequences under
ERISA of acquisition, ownership and disposition of the Offered Certificates
of any series. See "ERISA Considerations".
CERTAIN FEDERAL TAX CONSIDERATIONS REGARDING RESIDUAL CERTIFICATES
Holders of Residual Certificates will be required to report on their
federal income tax returns as ordinary income their pro rata share of the
taxable income of the REMIC, regardless of the amount or timing of their
receipt of cash payments, as described in "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC Certificates".
Accordingly, under certain circumstances, holders of Offered Certificates
that constitute Residual Certificates may have taxable income and tax
liabilities arising from such investment during a taxable year in excess of
the cash received during such period. The requirement that holders of
Residual Certificates report their pro rata share of the taxable income and
net loss of the REMIC will continue until the Certificate Balances of all
classes of Certificates of the related series have been reduced to zero, even
though holders of Residual Certificates have received full payment of their
stated interest and principal. A portion (or, in certain circumstances, all)
of such Certificateholder's share of the REMIC taxable income may be treated
as "excess inclusion" income to such holder which (i) generally, will not be
subject to offset by losses from other activities, (ii) for a tax-exempt
holder, will be treated as unrelated business taxable income and (iii) for a
foreign holder, will not qualify for exemption from withholding tax.
Individual holders of Residual Certificates may be limited in their ability
to deduct servicing fees and other expenses of the REMIC. In addition,
Residual Certificates are subject to certain restrictions on transfer.
Because of the special tax treatment of Residual Certificates, the taxable
income arising in a given year on a Residual Certificate will not be equal to
the taxable income associated with investment in a corporate bond or stripped
instrument having similar cash flow characteristics and pre-tax yield.
Therefore, the after-tax yield on the Residual Certificate may be
significantly less than that of a corporate bond or stripped instrument
having similar cash flow characteristics.
CERTAIN FEDERAL TAX CONSIDERATIONS REGARDING ORIGINAL ISSUE DISCOUNT
Accrual Certificates will be, and certain of the other Classes of
Certificates of a series may be, issued with "original issue discount" for
federal income tax purposes, which generally will result in recognition of
some taxable income in advance of the receipt of cash attributable to such
income. See "Certain Federal Income Tax Consequences--Federal Income Tax
Consequences for REMIC Certificates--Taxation of Regular Certificates".
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BOOK-ENTRY REGISTRATION
If so provided in the related Prospectus Supplement, one or more classes
of the Offered Certificates of any series will be issued as Book-Entry
Certificates. Each class of Book-Entry Certificates will be initially
represented by one or more Certificates registered in the name of a nominee
for DTC. As a result, unless and until corresponding Definitive Certificates
are issued, the Certificate Owners with respect to any class of Book-Entry
Certificates will be able to exercise the rights of Certificateholders only
indirectly through DTC and its participating organizations ("Participants").
In addition, the access of Certificate Owners to information regarding the
Book-Entry Certificates in which they hold interests may be limited.
Conveyance of notices and other communications by DTC to its Participants,
and directly and indirectly through such Participants to Certificate Owners,
will be governed by arrangements among them, subject to any statutory or
regulatory requirements as may be in effect from time to time. Furthermore,
as described herein, Certificate Owners may suffer delays in the receipt of
payments on the Book-Entry Certificates, and the ability of any Certificate
Owner to pledge or otherwise take actions with respect to its interest in the
Book-Entry Certificates may be limited due to the lack of a physical
certificate evidencing such interest. See "Description of the
Certificates--Book-Entry Registration and Definitive Certificates".
DELINQUENT AND NON-PERFORMING MORTGAGE LOANS
If so provided in the related Prospectus Supplement, the Trust Fund for a
particular series of Certificates may include Mortgage Loans that are past
due or are non-performing. If so specified in the related Prospectus
Supplement, the servicing of such Mortgage Loans may be performed by a
Special Servicer. Credit Support provided with respect to a particular series
of Certificates may not cover all losses related to such delinquent or
non-performing Mortgage Loans, and investors should consider the risk that
the inclusion of such Mortgage Loans in the Trust Fund may adversely affect
the rate of defaults and prepayments on the Mortgage Assets in such Trust
Fund and the yield on the Offered Certificates of such series. See
"Description of the Trust Funds--Mortgage Loans--General".
DESCRIPTION OF THE TRUST FUNDS
GENERAL
The primary assets of each Trust Fund will consist of (i) various types of
multifamily or commercial mortgage loans (the "Mortgage Loans"), (ii)
mortgage participations, pass-through certificates or other mortgage-backed
securities ("MBS") that evidence interests in, or that are secured by pledges
of, one or more of various types of multifamily or commercial mortgage loans
or (iii) a combination of Mortgage Loans and MBS (collectively, "Mortgage
Assets"). Each Trust Fund will be established by Chase Commercial Mortgage
Securities Corp. (the "Depositor"). Each Mortgage Asset will be selected by
the Depositor for inclusion in a Trust Fund from among those purchased,
either directly or indirectly, from a prior holder thereof (a "Mortgage Asset
Seller"), which prior holder may or may not be the originator of such
Mortgage Loan or the issuer of such MBS and may be an affiliate of the
Depositor. The Mortgage Assets will not be guaranteed or insured by the
Depositor or any of its affiliates or, unless otherwise provided in the
related Prospectus Supplement, by any governmental agency or instrumentality
or by any other person. The discussion below under the heading "--Mortgage
Loans", unless otherwise noted, applies equally to mortgage loans underlying
any MBS included in a particular Trust Fund.
MORTGAGE LOANS
General. The Mortgage Loans will be evidenced by promissory notes (the
"Mortgage Notes") secured by mortgages, deeds of trust or similar security
instruments (the "Mortgages") that create liens on fee or leasehold estates
in properties (the "Mortgaged Properties") consisting of (i) residential
properties consisting of five or more rental or cooperatively-owned dwelling
units in high-rise, mid-rise or garden apartment buildings or other
residential structures ("Multifamily Properties") or (ii) office buildings,
retail stores and establishments, hotels or motels, nursing homes, assisted
living facilities, continuum care facilities, day care centers, schools,
hospitals or other healthcare related facilities, mobile
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home parks, warehouse facilities, mini-warehouse facilities, self-storage
facilities, distribution centers, transportation centers, industrial plants,
parking facilities, entertainment and/or recreation facilities, mixed use
properties and/or unimproved land ("Commercial Properties"). The Multifamily
Properties may include mixed commercial and residential structures, apartment
buildings owned by private cooperative housing corporations ("Cooperatives"),
and shares of the Cooperative allocable to one or more dwelling units
occupied by non-owner tenants or to vacant units. Each Mortgage will create a
first priority or junior priority mortgage lien on a borrower's fee estate in
a Mortgaged Property. If a Mortgage creates a lien on a borrower's leasehold
estate in a property, then, unless otherwise specified in the related
Prospectus Supplement, the term of any such leasehold will exceed the term of
the Mortgage Note by at least two years. Unless otherwise specified in the
related Prospectus Supplement, each Mortgage Loan will have been originated
by a person (the "Originator") other than the Depositor; however, the
Originator may be or may have been an affiliate of the Depositor.
If so specified in the related Prospectus Supplement, Mortgage Assets for
a series of Certificates may include Mortgage Loans made on the security of
real estate projects under construction. In that case, the related Prospectus
Supplement will describe the procedures and timing for making disbursements
from construction reserve funds as portions of the related real estate
project are completed. In addition, the Mortgage Assets for a particular
series of Certificates may include Mortgage Loans that are delinquent or
non-performing as of the date such Certificates are issued. In that case, the
related Prospectus Supplement will set forth, as to each such Mortgage Loan,
available information as to the period of such delinquency or
non-performance, any forbearance arrangement then in effect, the condition of
the related Mortgaged Property and the ability of the Mortgaged Property to
generate income to service the mortgage debt.
Default and Loss Considerations with Respect to the Mortgage
Loans. Mortgage loans secured by liens on income-producing properties are
substantially different from loans made on the security of owner-occupied
single-family homes. The repayment of a loan secured by a lien on an
income-producing property is typically dependent upon the successful
operation of such property (that is, its ability to generate income).
Moreover, some or all of the Mortgage Loans included in a particular Trust
Fund may be non-recourse loans, which means that, absent special facts,
recourse in the case of default will be limited to the Mortgaged Property and
such other assets, if any, that were pledged to secure repayment of the
Mortgage Loan.
Lenders typically look to the Debt Service Coverage Ratio of a loan
secured by income-producing property as an important factor in evaluating the
risk of default on such a loan. Unless otherwise defined in the related
Prospectus Supplement, the "Debt Service Coverage Ratio" of a Mortgage Loan
at any given time is the ratio of (i) the Net Operating Income derived from
the related Mortgaged Property for a twelve-month period to (ii) the
annualized scheduled payments on the Mortgage Loan and any other loans senior
thereto that are secured by the related Mortgaged Property. Unless otherwise
defined in the related Prospectus Supplement, "Net Operating Income" means,
for any given period, the total operating revenues derived from a Mortgaged
Property during such period, minus the total operating expenses incurred in
respect of such Mortgaged Property during such period other than (i) non-cash
items such as depreciation and amortization, (ii) capital expenditures and
(iii) debt service on the related Mortgage Loan or on any other loans that
are secured by such Mortgaged Property. The Net Operating Income of a
Mortgaged Property will fluctuate over time and may or may not be sufficient
to cover debt service on the related Mortgage Loan at any given time. As the
primary source of the operating revenues of a non-owner occupied,
income-producing property, rental income (and, with respect to a Mortgage
Loan secured by a Cooperative apartment building, maintenance payments from
tenant-stockholders of a Cooperative) may be affected by the condition of the
applicable real estate market and/or area economy. In addition, properties
typically leased, occupied or used on a short-term basis, such as certain
healthcare-related facilities, hotels and motels, and mini-warehouse and
self-storage facilities, tend to be affected more rapidly by changes in
market or business conditions than do properties typically leased for longer
periods, such as warehouses, retail stores, office buildings and industrial
plants. Commercial Properties may be owner-occupied or leased to a small
number of tenants. Thus, the Net Operating
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Income of such a Mortgaged Property may depend substantially on the financial
condition of the borrower or a tenant, and Mortgage Loans secured by liens on
such properties may pose greater risks than loans secured by liens on
Multifamily Properties or on multi-tenant Commercial Properties.
Increases in operating expenses due to the general economic climate or
economic conditions in a locality or industry segment, such as increases in
interest rates, real estate tax rates, energy costs, labor costs and other
operating expenses, and/or to changes in governmental rules, regulations and
fiscal policies, may also affect the risk of default on a Mortgage Loan. As
may be further described in the related Prospectus Supplement, in some cases
leases of Mortgaged Properties may provide that the lessee, rather than the
borrower/landlord, is responsible for payment of operating expenses ("Net
Leases"). However, the existence of such "net of expense" provisions will
result in stable Net Operating Income to the borrower/landlord only to the
extent that the lessee is able to absorb operating expense increases while
continuing to make rent payments.
Lenders also look to the Loan-to-Value Ratio of a mortgage loan as a
factor in evaluating risk of loss if a property must be liquidated following
a default. Unless otherwise defined in the related Prospectus Supplement, the
"Loan-to-Value Ratio" of a Mortgage Loan at any given time is the ratio
(expressed as a percentage) of (i) the then outstanding principal balance of
the Mortgage Loan and any other loans senior thereto that are secured by the
related Mortgaged Property to (ii) the Value of the related Mortgaged
Property. The "Value" of a Mortgaged Property is generally its fair market
value determined in an appraisal obtained by the Originator at the
origination of such loan. The lower the Loan-to-Value Ratio, the greater the
percentage of the borrower's equity in a Mortgaged Property, and thus (a) the
greater the incentive of the borrower to perform under the terms of the
related Mortgage Loan (in order to protect such equity) and (b) the greater
the cushion provided to the lender against loss on liquidation following a
default.
Loan-to-Value Ratios will not necessarily constitute an accurate measure
of the risk of liquidation loss in a pool of Mortgage Loans. For example, the
value of a Mortgaged Property as of the date of initial issuance of the
related series of Certificates may be less than the Value determined at loan
origination, and will likely continue to fluctuate from time to time based
upon changes in economic conditions, the real estate market and other factors
described herein. Moreover, even when current, an appraisal is not
necessarily a reliable estimate of value. Appraised values of
income-producing properties are generally based on the market comparison
method (recent resale value of comparable properties at the date of the
appraisal), the cost replacement method (the cost of replacing the property
at such date), the income capitalization method (a projection of value based
upon the property's projected net cash flow), or upon a selection from or
interpolation of the values derived from such methods. Each of these
appraisal methods can present analytical difficulties. It is often difficult
to find truly comparable properties that have recently been sold; the
replacement cost of a property may have little to do with its current market
value; and income capitalization is inherently based on inexact projections
of income and expense and the selection of an appropriate capitalization rate
and discount rate. Where more than one of these appraisal methods are used
and provide significantly different results, an accurate determination of
value and, correspondingly, a reliable analysis of default and loss risks, is
even more difficult.
While the Depositor believes that the foregoing considerations are
important factors that generally distinguish loans secured by liens on
income-producing real estate from single-family mortgage loans, there can be
no assurance that all of such factors will in fact have been prudently
considered by the Originators of the Mortgage Loans, or that, for a
particular Mortgage Loan, they are complete or relevant. See "Risk
Factors--Risks Associated with Certain Mortgage Loans and Mortgaged
Properties" and "--Balloon Payments; Borrower Default".
Payment Provisions of the Mortgage Loans. Unless otherwise specified in
the related Prospectus Supplement, all of the Mortgage Loans will (i) have
had individual principal balances at origination of not less than $25,000,
(ii) have had original terms to maturity of not more than 40 years and (iii)
provide for scheduled payments of principal, interest or both, to be made on
specified dates ("Due Dates") that occur monthly, quarterly, semi-annually or
annually. A Mortgage Loan (i) may provide for no accrual of interest or for
accrual of interest thereon at an interest rate (a "Mortgage Rate") that is
fixed over its term or that
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adjusts from time to time, or that may be converted at the borrower's
election from an adjustable to a fixed Mortgage Rate, or from a fixed to an
adjustable Mortgage Rate, (ii) may provide for level payments to maturity or
for payments that adjust from time to time to accommodate changes in the
Mortgage Rate or to reflect the occurrence of certain events, and may permit
negative amortization, (iii) may be fully amortizing or partially amortizing
or non-amortizing, with a balloon payment due on its stated maturity date,
and (iv) may prohibit over its term or for a certain period prepayments (the
period of such prohibition, a "Lock-out Period" and its date of expiration, a
"Lock-out Date") and/or require payment of a premium or a yield maintenance
penalty (a "Prepayment Premium") in connection with certain prepayments, in
each case as described in the related Prospectus Supplement. A Mortgage Loan
may also contain a provision that entitles the lender to a share of
appreciation of the related Mortgaged Property, or profits realized from the
operation or disposition of such Mortgaged Property or the benefit, if any,
resulting from the refinancing of the Mortgage Loan (any such provision, an
"Equity Participation"), as described in the related Prospectus Supplement.
If holders of any class or classes of Offered Certificates of a series will
be entitled to all or a portion of an Equity Participation in addition to
payments of interest on and/or principal of such Offered Certificates, the
related Prospectus Supplement will describe the Equity Participation and the
method or methods by which distributions in respect thereof will be made to
such holders.
Mortgage Loan Information in Prospectus Supplements. Each Prospectus
Supplement will contain certain information pertaining to the Mortgage Loans
in the related Trust Fund, which will generally be current as of a date
specified in the related Prospectus Supplement and which, to the extent then
applicable and specifically known to the Depositor, will include the
following: (i) the aggregate outstanding principal balance and the largest,
smallest and average outstanding principal balance of the Mortgage Loans,
(ii) the type or types of property that provide security for repayment of the
Mortgage Loans, (iii) the earliest and latest origination date and maturity
date of the Mortgage Loans, (iv) the original and remaining terms to maturity
of the Mortgage Loans, or the respective ranges thereof, and the weighted
average original and remaining terms to maturity of the Mortgage Loans, (v)
the original Loan-to-Value Ratios of the Mortgage Loans, or the range
thereof, and the weighted average original Loan-to-Value Ratio of the
Mortgage Loans, (vi) the Mortgage Rates borne by the Mortgage Loans, or range
thereof, and the weighted average Mortgage Rate borne by the Mortgage Loans,
(vii) with respect to Mortgage Loans with adjustable Mortgage Rates ("ARM
Loans"), the index or indices upon which such adjustments are based, the
adjustment dates, the range of gross margins and the weighted average gross
margin, and any limits on Mortgage Rate adjustments at the time of any
adjustment and over the life of the ARM Loan, (viii) information regarding
the payment characteristics of the Mortgage Loans, including, without
limitation, balloon payment and other amortization provisions, Lock-out
Periods and Prepayment Premiums, (ix) the Debt Service Coverage Ratios of the
Mortgage Loans (either at origination or as of a more recent date), or the
range thereof, and the weighted average of such Debt Service Coverage Ratios,
and (x) the geographic distribution of the Mortgaged Properties on a
state-by-state basis. In appropriate cases, the related Prospectus Supplement
will also contain certain information available to the Depositor that
pertains to the provisions of leases and the nature of tenants of the
Mortgaged Properties. If the Depositor is unable to tabulate the specific
information described above at the time Offered Certificates of a series are
initially offered, more general information of the nature described above
will be provided in the related Prospectus Supplement, and specific
information will be set forth in a report which will be available to
purchasers of those Certificates at or before the initial issuance thereof
and will be filed as part of a Current Report on Form 8-K with the Commission
within fifteen days following such issuance.
MBS
MBS may include (i) private (that is, not guaranteed or insured by the
United States or any agency or instrumentality thereof) mortgage
participations, mortgage pass-through certificates or other mortgage-backed
securities or (ii) certificates insured or guaranteed by FHLMC, FNMA, GNMA or
FAMC provided that, unless otherwise specified in the related Prospectus
Supplement, each MBS will evidence an interest in, or will be secured by a
pledge of, mortgage loans that conform to the descriptions of the Mortgage
Loans contained herein.
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Any MBS will have been issued pursuant to a participation and servicing
agreement, a pooling and servicing agreement, an indenture or similar
agreement (an "MBS Agreement"). The issuer of the MBS (the "MBS Issuer")
and/or the servicer of the underlying mortgage loans (the "MBS Servicer")
will have entered into the MBS Agreement, generally with a trustee (the "MBS
Trustee") or, in the alternative, with the original purchaser or purchasers
of the MBS.
The MBS may have been issued in one or more classes with characteristics
similar to the classes of Certificates described herein. Distributions in
respect of the MBS will be made by the MBS Issuer, the MBS Servicer or the
MBS Trustee on the dates specified in the related Prospectus Supplement. The
MBS Issuer or the MBS Servicer or another person specified in the related
Prospectus Supplement may have the right or obligation to repurchase or
substitute assets underlying the MBS after a certain date or under other
circumstances specified in the related Prospectus Supplement.
Reserve funds, subordination or other credit support similar to that
described for the Certificates under "Description of Credit Support" may have
been provided with respect to the MBS. The type, characteristics and amount
of such credit support, if any, will be a function of the characteristics of
the underlying mortgage loans and other factors and generally will have been
established on the basis of the requirements of any Rating Agency that may
have assigned a rating to the MBS, or by the initial purchasers of the MBS.
The Prospectus Supplement for a series of Certificates that evidence
interests in MBS will specify, to the extent available, (i) the aggregate
approximate initial and outstanding principal amount and type of the MBS to
be included in the Trust Fund, (ii) the original and remaining term to stated
maturity of the MBS, if applicable, (iii) the pass-through or bond rate of
the MBS or the formula for determining such rates, (iv) the payment
characteristics of the MBS, (v) the MBS Issuer, MBS Servicer and MBS Trustee,
as applicable, (vi) a description of the credit support, if any, (vii) the
circumstances under which the related underlying mortgage loans, or the MBS
themselves, may be purchased prior to their maturity, (viii) the terms on
which mortgage loans may be substituted for those originally underlying the
MBS, (ix) the type of mortgage loans underlying the MBS and, to the extent
available to the Depositor and appropriate under the circumstances, such
other information in respect of the underlying mortgage loans described under
"--Mortgage Loans--Mortgage Loan Information in Prospectus Supplements", and
(x) the characteristics of any cash flow agreements that relate to the MBS.
CERTIFICATE ACCOUNTS
Each Trust Fund will include one or more accounts (collectively, the
"Certificate Account") established and maintained on behalf of the
Certificateholders into which the person or persons designated in the related
Prospectus Supplement will, to the extent described herein and in such
Prospectus Supplement, deposit all payments and collections received or
advanced with respect to the Mortgage Assets and other assets in the Trust
Fund. A Certificate Account may be maintained as an interest bearing or a
non-interest bearing account, and funds held therein may be held as cash or
invested in certain obligations acceptable to each Rating Agency rating one
or more classes of the related series of Offered Certificates.
CREDIT SUPPORT
If so provided in the Prospectus Supplement for a series of Certificates,
partial or full protection against certain defaults and losses on the
Mortgage Assets in the related Trust Fund may be provided to one or more
classes of Certificates of such series in the form of subordination of one or
more other classes of Certificates of such series or by one or more other
types of credit support, such as letters of credit, overcollateralization,
insurance policies, guarantees, surety bonds or reserve funds, or a
combination thereof (any such coverage with respect to the Certificates of
any series, "Credit Support"). The amount and types of Credit Support, the
identification of the entity providing it (if applicable) and related
information with respect to each type of Credit Support, if any, will be set
forth in the Prospectus Supplement for a series of Certificates. See "Risk
Factors--Credit Support Limitations" and "Description of Credit Support".
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CASH FLOW AGREEMENTS
If so provided in the Prospectus Supplement for a series of Certificates,
the related Trust Fund may include guaranteed investment contracts pursuant
to which moneys held in the funds and accounts established for such series
will be invested at a specified rate. The Trust Fund may also include
interest rate exchange agreements, interest rate cap or floor agreements, or
currency exchange agreements, which agreements are designed to reduce the
effects of interest rate or currency exchange rate fluctuations on the
Mortgage Assets on one or more classes of Certificates. The principal terms
of any such guaranteed investment contract or other agreement (any such
agreement, a "Cash Flow Agreement"), and the identity of the Cash Flow
Agreement obligor, will be described in the Prospectus Supplement for a
series of Certificates.
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YIELD AND MATURITY CONSIDERATIONS
GENERAL
The yield on any Offered Certificate will depend on the price paid by the
Certificateholder, the Pass-Through Rate of the Certificate and the amount
and timing of distributions on the Certificate. See "Risk
Factors--Prepayments; Average Life of Certificates; Yields". The following
discussion contemplates a Trust Fund that consists solely of Mortgage Loans.
While the characteristics and behavior of mortgage loans underlying an MBS
can generally be expected to have the same effect on the yield to maturity
and/or weighted average life of a class of Certificates as will the
characteristics and behavior of comparable Mortgage Loans, the effect may
differ due to the payment characteristics of the MBS. If a Trust Fund
includes MBS, the related Prospectus Supplement will discuss the effect that
the MBS payment characteristics may have on the yield to maturity and
weighted average lives of the Offered Certificates of the related series.
PASS-THROUGH RATE
The Certificates of any class within a series may have a fixed, variable
or adjustable Pass-Through Rate, which may or may not be based upon the
interest rates borne by the Mortgage Loans in the related Trust Fund. The
Prospectus Supplement with respect to any series of Certificates will specify
the Pass-Through Rate for each class of Offered Certificates of such series
or, in the case of a class of Offered Certificates with a variable or
adjustable Pass-Through Rate, the method of determining the Pass-Through
Rate; the effect, if any, of the prepayment of any Mortgage Loan on the
Pass-Through Rate of one or more classes of Offered Certificates; and whether
the distributions of interest on the Offered Certificates of any class will
be dependent, in whole or in part, on the performance of any obligor under a
Cash Flow Agreement.
PAYMENT DELAYS
With respect to any series of Certificates, a period of time will elapse
between the date upon which payments on the Mortgage Loans in the related
Trust Fund are due and the Distribution Date on which such payments are
passed through to Certificateholders. That delay will effectively reduce the
yield that would otherwise be produced if payments on such Mortgage Loans
were distributed to Certificateholders on or near the date they were due.
CERTAIN SHORTFALLS IN COLLECTIONS OF INTEREST
When a principal prepayment in full or in part is made on a Mortgage Loan,
the borrower is generally charged interest on the amount of such prepayment
only through the date of such prepayment, instead of through the Due Date for
the next succeeding scheduled payment. However, interest accrued on any
series of Certificates and distributable thereon on any Distribution Date
will generally correspond to interest accrued on the Mortgage Loans to their
respective Due Dates during the related Due Period. Unless otherwise
specified in the Prospectus Supplement for a series of Certificates, a "Due
Period" is a specified time period generally corresponding in length to the
time period between Distribution Dates, and all scheduled payments on the
Mortgage Loans in the related Trust Fund that are due during a given Due
Period will, to the extent received by a specified date (the "Determination
Date") or otherwise advanced by the related Master Servicer or other
specified person, be distributed to the holders of the Certificates of such
series on the next succeeding Distribution Date. Consequently, if a
prepayment on any Mortgage Loan is distributable to Certificateholders on a
particular Distribution Date, but such prepayment is not accompanied by
interest thereon to the Due Date for such Mortgage Loan in the related Due
Period, then the interest charged to the borrower (net of servicing and
administrative fees) may be less (such shortfall, a "Prepayment Interest
Shortfall") than the corresponding amount of interest accrued and otherwise
payable on the Certificates of the related series. If and to the extent that
any such shortfall is allocated to a class of Offered Certificates, the yield
thereon will be adversely affected. The Prospectus Supplement for each series
of Certificates will describe the manner in which any such shortfalls will be
allocated among the classes of such Certificates. If so specified in the
Prospectus Supplement for
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a series of Certificates, the Master Servicer for such series will be
required to apply some or all of its servicing compensation for the
corresponding period to offset the amount of any such shortfalls. The related
Prospectus Supplement will also describe any other amounts available to
offset such shortfalls. See "Description of the Pooling Agreements--Servicing
Compensation and Payment of Expenses".
YIELD AND PREPAYMENT CONSIDERATIONS
A Certificate's yield to maturity will be affected by the rate of
principal payments on the Mortgage Loans in the related Trust Fund and the
allocation thereof to reduce the principal balance (or notional amount, if
applicable) of such Certificate. The rate of principal payments on the
Mortgage Loans in any Trust Fund will in turn be affected by the amortization
schedules thereof (which, in the case of ARM Loans, may change periodically
to accommodate adjustments to the Mortgage Rates thereon), the dates on which
any balloon payments are due, and the rate of principal prepayments thereon
(including for this purpose, prepayments resulting from liquidations of
Mortgage Loans due to defaults, casualties or condemnations affecting the
Mortgaged Properties, or purchases of Mortgage Loans out of the related Trust
Fund). Because the rate of principal prepayments on the Mortgage Loans in any
Trust Fund will depend on future events and a variety of factors (as
described more fully below), no assurance can be given as to such rate.
The extent to which the yield to maturity of a class of Offered
Certificates of any series may vary from the anticipated yield will depend
upon the degree to which they are purchased at a discount or premium and
when, and to what degree, payments of principal on the Mortgage Loans in the
related Trust Fund are in turn distributed on such Certificates (or, in the
case of a class of Stripped Interest Certificates, result in the reduction of
the Notional Amount thereof). An investor should consider, in the case of any
Offered Certificate purchased at a discount, the risk that a slower than
anticipated rate of principal payments on the Mortgage Loans in the related
Trust Fund could result in an actual yield to such investor that is lower
than the anticipated yield and, in the case of any Offered Certificate
purchased at a premium, the risk that a faster than anticipated rate of
principal payments on such Mortgage Loans could result in an actual yield to
such investor that is lower than the anticipated yield. In addition, if an
investor purchases an Offered Certificate at a discount (or premium), and
principal payments are made in reduction of the principal balance or notional
amount of such investor's Offered Certificates at a rate slower (or faster)
than the rate anticipated by the investor during any particular period, the
consequent adverse effects on such investor's yield would not be fully offset
by a subsequent like increase (or decrease) in the rate of principal
payments.
A class of Certificates, including a class of Offered Certificates, may
provide that on any Distribution Date the holders of such Certificates are
entitled to a pro rata share of the prepayments on the Mortgage Loans in the
related Trust Fund that are distributable on such date, to a
disproportionately large share (which, in some cases, may be all) of such
prepayments, or to a disproportionately small share (which, in some cases,
may be none) of such prepayments. As and to the extent described in the
related Prospectus Supplement, the respective entitlements of the various
classes of Certificates of any series to receive distributions in respect of
payments (and, in particular, prepayments) of principal of the Mortgage Loans
in the related Trust Fund may vary based on the occurrence of certain events
(e.g., the retirement of one or more classes of Certificates of such series)
or subject to certain contingencies (e.g., prepayment and default rates with
respect to such Mortgage Loans).
In general, the Notional Amount of a class of Stripped Interest
Certificates will either (i) be based on the principal balances of some or
all of the Mortgage Assets in the related Trust Fund or (ii) equal the
Certificate Balances of one or more of the other classes of Certificates of
the same series. Accordingly, the yield on such Stripped Interest
Certificates will be inversely related to the rate at which payments and
other collections of principal are received on such Mortgage Assets or
distributions are made in reduction of the Certificate Balances of such
classes of Certificates, as the case may be.
Consistent with the foregoing, if a class of Certificates of any series
consists of Stripped Interest Certificates or Stripped Principal
Certificates, a lower than anticipated rate of principal prepayments on the
Mortgage Loans in the related Trust Fund will negatively affect the yield to
investors in Stripped Principal Certificates, and a higher than anticipated
rate of principal prepayments on such Mortgage
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Loans will negatively affect the yield to investors in Stripped Interest
Certificates. If the Offered Certificates of a series include any such
Certificates, the related Prospectus Supplement will include a table showing
the effect of various assumed levels of prepayment on yields on such
Certificates. Such tables will be intended to illustrate the sensitivity of
yields to various assumed prepayment rates and will not be intended to
predict, or to provide information that will enable investors to predict,
yields or prepayment rates.
The Depositor is not aware of any relevant publicly available or
authoritative statistics with respect to the historical prepayment experience
of a group of multifamily or commercial mortgage loans. However, the extent
of prepayments of principal of the Mortgage Loans in any Trust Fund may be
affected by a number of factors, including, without limitation, the
availability of mortgage credit, the relative economic vitality of the area
in which the Mortgaged Properties are located, the quality of management of
the Mortgaged Properties, the servicing of the Mortgage Loans, possible
changes in tax laws and other opportunities for investment. In addition, the
rate of principal payments on the Mortgage Loans in any Trust Fund may be
affected by the existence of Lock-out Periods and requirements that principal
prepayments be accompanied by Prepayment Premiums, and by the extent to which
such provisions may be practicably enforced.
The rate of prepayment on a pool of mortgage loans is also affected by
prevailing market interest rates for mortgage loans of a comparable type,
term and risk level. When the prevailing market interest rate is below a
mortgage coupon, a borrower may have an increased incentive to refinance its
mortgage loan. Even in the case of ARM Loans, as prevailing market interest
rates decline, and without regard to whether the Mortgage Rates on such ARM
Loans decline in a manner consistent therewith, the related borrowers may
have an increased incentive to refinance for purposes of either (i)
converting to a fixed rate loan and thereby "locking in" such rate or (ii)
taking advantage of a different index, margin or rate cap or floor on another
adjustable rate mortgage loan.
Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some borrowers may sell
Mortgaged Properties in order to realize their equity therein, to meet cash
flow needs or to make other investments. In addition, some borrowers may be
motivated by federal and state tax laws (which are subject to change) to sell
Mortgaged Properties prior to the exhaustion of tax depreciation benefits.
The Depositor will make no representation as to the particular factors that
will affect the prepayment of the Mortgage Loans in any Trust Fund, as to the
relative importance of such factors, as to the percentage of the principal
balance of such Mortgage Loans that will be paid as of any date or as to the
overall rate of prepayment on such Mortgage Loans.
WEIGHTED AVERAGE LIFE AND MATURITY
The rate at which principal payments are received on the Mortgage Loans in
any Trust Fund will affect the ultimate maturity and the weighted average
life of one or more classes of the Certificates of such series. Weighted
average life refers to the average amount of time that will elapse from the
date of issuance of an instrument until each dollar allocable as principal of
such instrument is repaid to the investor.
The weighted average life and maturity of a class of Certificates of any
series will be influenced by the rate at which principal on the related
Mortgage Loans, whether in the form of scheduled amortization or prepayments
(for this purpose, the term "prepayment" includes voluntary prepayments,
liquidations due to default and purchases of Mortgage Loans out of the
related Trust Fund), is paid to such class. Prepayment rates on loans are
commonly measured relative to a prepayment standard or model, such as the
Constant Prepayment Rate ("CPR") prepayment model or the Standard Prepayment
Assumption ("SPA") prepayment model. CPR represents an assumed constant rate
of prepayment each month (expressed as an annual percentage) relative to the
then outstanding principal balance of a pool of loans for the life of such
loans. SPA represents an assumed variable rate of prepayment each month
(expressed as an annual percentage) relative to the then outstanding
principal balance of a pool of loans, with different prepayment assumptions
often expressed as percentages of SPA. For example, a prepayment assumption
of 100% of SPA assumes prepayment rates of 0.2% per annum of the then
outstanding principal balance of such loans in the first month of the life of
the loans and an additional 0.2% per annum
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in each month thereafter until the thirtieth month. Beginning in the
thirtieth month, and in each month thereafter during the life of the loans,
100% of SPA assumes a constant prepayment rate of 6% per annum each month.
Neither CPR nor SPA nor any other prepayment model or assumption purports
to be a historical description of prepayment experience or a prediction of
the anticipated rate of prepayment of any particular pool of loans. Moreover,
the CPR and SPA models were developed based upon historical prepayment
experience for single-family loans. Thus, it is unlikely that the prepayment
experience of the Mortgage Loans included in any Trust Fund will conform to
any particular level of CPR or SPA.
The Prospectus Supplement with respect to each series of Certificates will
contain tables, if applicable, setting forth the projected weighted average
life of each class of Offered Certificates of such series and the percentage
of the initial Certificate Balance of each such class that would be
outstanding on specified Distribution Dates based on the assumptions stated
in such Prospectus Supplement, including assumptions that prepayments on the
related Mortgage Loans are made at rates corresponding to various percentages
of CPR or SPA, or at such other rates specified in such Prospectus
Supplement. Such tables and assumptions will illustrate the sensitivity of
the weighted average lives of the Certificates to various assumed prepayment
rates and will not be intended to predict, or to provide information that
will enable investors to predict, the actual weighted average lives of the
Certificates.
CONTROLLED AMORTIZATION CLASSES AND COMPANION CLASSES
A series of Certificates may include one or more Controlled Amortization
Classes, which will entitle the holders thereof to receive principal
distributions according to a specified principal payment schedule, which
schedule is supported by creating priorities, as and to the extent described
in the related Prospectus Supplement, to receive principal payments from the
Mortgage Loans in the related Trust Fund. Unless otherwise specified in the
related Prospectus Supplement, each Controlled Amortization Class will either
be a Planned Amortization Class (a "PAC") or a Targeted Amortization Class (a
"TAC"). In general, a PAC has a "prepayment collar" (that is, a range of
prepayment rates that can be sustained without disruption) that determines
the principal cash flow of such Certificates. Such a prepayment collar is not
static, and may expand or contract after the issuance of the PAC depending on
the actual prepayment experience for the underlying Mortgage Loans.
Distributions of principal on a PAC would be made in accordance with the
specified schedule so long as prepayments on the underlying Mortgage Loans
remain at a relatively constant rate within the prepayment collar and, as
described below, Companion Classes exist to absorb "excesses" or "shortfalls"
in principal payments on the underlying Mortgage Loans. If the rate of
prepayment on the underlying Mortgage Loans from time to time falls outside
the prepayment collar, or fluctuates significantly within the prepayment
collar, especially for any extended period of time, such an event may have
material consequences in respect of the anticipated weighted average life and
maturity for a PAC. A TAC is structured so that principal distributions
generally will be payable thereon in accordance with its specified principal
payments schedule so long as the rate of prepayments on the related Mortgage
Assets remains relatively constant at the particular rate used in
establishing such schedule. A TAC will generally afford the holders thereof
some protection against early retirement or some protection against an
extended average life, but not both.
Although prepayment risk cannot be eliminated entirely for any class of
Certificates, a Controlled Amortization Class will generally provide a
relatively stable cash flow so long as the actual rate of prepayment on the
Mortgage Loans in the related Trust Fund remains relatively constant at the
rate, or within the range of rates, of prepayment used to establish the
specific principal payment schedule for such Certificates. Prepayment risk
with respect to a given Mortgage Asset Pool does not disappear, however, and
the stability afforded to a Controlled Amortization Class comes at the
expense of one or more Companion Classes of the same series, any of which
Companion Classes may also be a class of Offered Certificates. In general,
and as more particularly described in the related Prospectus Supplement, a
Companion Class will entitle the holders thereof to a disproportionately
large share of prepayments on the Mortgage Loans in the related Trust Fund
when the rate of prepayment is relatively fast, and will entitle the holders
thereof to a disproportionately small share of prepayments on the Mortgage
Loans in the related Trust Fund when the rate of prepayment is relatively
slow. A class of Certificates that entitles
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the holders thereof to a disproportionately large share of the prepayments on
the Mortgage Loans in the related Trust Fund enhances the risk of early
retirement of such class ("call risk") if the rate of prepayment is
relatively fast; while a class of Certificates that entitles the holders
thereof to a disproportionately small share of the prepayments on the
Mortgage Loans in the related Trust Fund enhances the risk of an extended
average life of such class ("extension risk") if the rate of prepayment is
relatively slow. Thus, as and to the extent described in the related
Prospectus Supplement, a Companion Class absorbs some (but not all) of the
"call risk" and/or "extension risk" that would otherwise belong to the
related Controlled Amortization Class if all payments of principal of the
Mortgage Loans in the related Trust Fund were allocated on a pro rata basis.
OTHER FACTORS AFFECTING YIELD, WEIGHTED AVERAGE LIFE AND MATURITY
Balloon Payments; Extensions of Maturity. Some or all of the Mortgage
Loans included in a particular Trust Fund may require that balloon payments
be made at maturity. Because the ability of a borrower to make a balloon
payment typically will depend upon its ability either to refinance the loan
or to sell the related Mortgaged Property, there is a risk that Mortgage
Loans that require balloon payments may default at maturity, or that the
maturity of such a Mortgage Loan may be extended in connection with a
workout. In the case of defaults, recovery of proceeds may be delayed by,
among other things, bankruptcy of the borrower or adverse conditions in the
market where the property is located. In order to minimize losses on
defaulted Mortgage Loans, the Master Servicer or a Special Servicer, to the
extent and under the circumstances set forth herein and in the related
Prospectus Supplement, may be authorized to modify Mortgage Loans that are in
default or as to which a payment default is imminent. Any defaulted balloon
payment or modification that extends the maturity of a Mortgage Loan may
delay distributions of principal on a class of Offered Certificates and
thereby extend the weighted average life of such Certificates and, if such
Certificates were purchased at a discount, reduce the yield thereon.
Negative Amortization. The weighted average life of a class of
Certificates can be affected by Mortgage Loans that permit negative
amortization to occur. A Mortgage Loan that provides for the payment of
interest calculated at a rate lower than the rate at which interest accrues
thereon would be expected during a period of increasing interest rates to
amortize at a slower rate (and perhaps not at all) than if interest rates
were declining or were remaining constant. Such slower rate of Mortgage Loan
amortization would correspondingly be reflected in a slower rate of
amortization for one or more classes of Certificates of the related series.
In addition, negative amortization on one or more Mortgage Loans in any Trust
Fund may result in negative amortization on the Certificates of the related
series. The related Prospectus Supplement will describe, if applicable, the
manner in which negative amortization in respect of the Mortgage Loans in any
Trust Fund is allocated among the respective classes of Certificates of the
related series. The portion of any Mortgage Loan negative amortization
allocated to a class of Certificates may result in a deferral of some or all
of the interest payable thereon, which deferred interest may be added to the
Certificate Balance thereof. Accordingly, the weighted average lives of
Mortgage Loans that permit negative amortization (and that of the classes of
Certificates to which any such negative amortization would be allocated or
that would bear the effects of a slower rate of amortization on such Mortgage
Loans) may increase as a result of such feature.
Negative amortization also may occur in respect of an ARM Loan that limits
the amount by which its scheduled payment may adjust in response to a change
in its Mortgage Rate, provides that its scheduled payment will adjust less
frequently than its Mortgage Rate or provides for constant scheduled payments
notwithstanding adjustments to its Mortgage Rate. Accordingly, during a
period of declining interest rates, the scheduled payment on such a Mortgage
Loan may exceed the amount necessary to amortize the loan fully over its
remaining amortization schedule and pay interest at the then applicable
Mortgage Rate, thereby resulting in the accelerated amortization of such
Mortgage Loan. Any such acceleration in amortization of its principal balance
will shorten the weighted average life of such Mortgage Loan and,
correspondingly, the weighted average lives of those classes of Certificates
entitled to a portion of the principal payments on such Mortgage Loan.
The extent to which the yield on any Offered Certificate will be affected
by the inclusion in the related Trust Fund of Mortgage Loans that permit
negative amortization, will depend upon (i) whether
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such Offered Certificate was purchased at a premium or a discount and (ii)
the extent to which the payment characteristics of such Mortgage Loans delay
or accelerate the distributions of principal on such Certificate (or, in the
case of a Stripped Interest Certificate, delay or accelerate the amortization
of the notional amount thereof). See "--Yield and Prepayment Considerations"
above.
Foreclosures and Payment Plans. The number of foreclosures and the
principal amount of the Mortgage Loans that are foreclosed in relation to the
number and principal amount of Mortgage Loans that are repaid in accordance
with their terms will affect the weighted average lives of those Mortgage
Loans and, accordingly, the weighted average lives of and yields on the
Certificates of the related series. Servicing decisions made with respect to
the Mortgage Loans, including the use of payment plans prior to a demand for
acceleration and the restructuring of Mortgage Loans in bankruptcy
proceedings, may also have an effect upon the payment patterns of particular
Mortgage Loans and thus the weighted average lives of and yields on the
Certificates of the related series.
Losses and Shortfalls on the Mortgage Assets. The yield to holders of the
Offered Certificates of any series will directly depend on the extent to
which such holders are required to bear the effects of any losses or
shortfalls in collections arising out of defaults on the Mortgage Loans in
the related Trust Fund and the timing of such losses and shortfalls. In
general, the earlier that any such loss or shortfall occurs, the greater will
be the negative effect on yield for any class of Certificates that is
required to bear the effects thereof.
The amount of any losses or shortfalls in collections on the Mortgage
Assets in any Trust Fund (to the extent not covered or offset by draws on any
reserve fund or under any instrument of Credit Support) will be allocated
among the respective classes of Certificates of the related series in the
priority and manner, and subject to the limitations, specified in the related
Prospectus Supplement. As described in the related Prospectus Supplement,
such allocations may be effected by a reduction in the entitlements to
interest and/or Certificate Balances of one or more such classes of
Certificates, or by establishing a priority of payments among such classes of
Certificates.
The yield to maturity on a class of Subordinate Certificates may be
extremely sensitive to losses and shortfalls in collections on the Mortgage
Loans in the related Trust Fund.
Additional Certificate Amortization. In addition to entitling the holders
thereof to a specified portion (which may during specified periods range from
none to all) of the principal payments received on the Mortgage Assets in the
related Trust Fund, one or more classes of Certificates of any series,
including one or more classes of Offered Certificates of such series, may
provide for distributions of principal thereof from (i) amounts attributable
to interest accrued but not currently distributable on one or more classes of
Accrual Certificates, (ii) Excess Funds or (iii) any other amounts described
in the related Prospectus Supplement. Unless otherwise specified in the
related Prospectus Supplement, "Excess Funds" will, in general, represent
that portion of the amounts distributable in respect of the Certificates of
any series on any Distribution Date that represent (i) interest received or
advanced on the Mortgage Assets in the related Trust Fund that is in excess
of the interest currently accrued on the Certificates of such series, or (ii)
Prepayment Premiums, payments from Equity Participations or any other amounts
received on the Mortgage Assets in the related Trust Fund that do not
constitute interest thereon or principal thereof.
The amortization of any class of Certificates out of the sources described
in the preceding paragraph would shorten the weighted average life of such
Certificates and, if such Certificates were purchased at a premium, reduce
the yield thereon. The related Prospectus Supplement will discuss the
relevant factors to be considered in determining whether distributions of
principal of any class of Certificates out of such sources would have any
material effect on the rate at which such Certificates are amortized.
Optional Early Termination. If so specified in the related Prospectus
Supplement, a series of Certificates may be subject to optional early
termination through the repurchase of the Mortgage Assets in the related
Trust Fund by the party or parties specified therein, under the circumstances
and in the manner set forth therein. If so provided in the related Prospectus
Supplement, upon the reduction of the Certificate Balance of a specified
class or classes of Certificates by a specified percentage or amount, a
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party specified therein may be authorized or required to solicit bids for the
purchase of all of the Mortgage Assets of the related Trust Fund, or of a
sufficient portion of such Mortgage Assets to retire such class or classes,
under the circumstances and in the manner set forth therein. In the absence
of other factors, any such early retirement of a class of Offered
Certificates would shorten the weighted average life thereof and, if such
Certificates were purchased at premium, reduce the yield thereon.
THE DEPOSITOR
Chase Commercial Mortgage Securities Corp., the Depositor, is a New York
corporation organized on August 2, 1993 as a wholly-owned subsidiary of
Chemical Bank (now known as The Chase Manhattan Bank). On July 14, 1996, The
Chase Manhattan Bank (National Association) merged with and into Chemical
Bank, a New York bank, and Chemical Bank then changed its name to The Chase
Manhattan Bank. The Depositor maintains its principal office at 380 Madison
Avenue, New York, New York 10017-2951. Its telephone number is (212)
622-3510. The Depositor does not have, nor is it expected in the future to
have, any significant assets.
USE OF PROCEEDS
The net proceeds to be received from the sale of the Certificates of any
series will be applied by the Depositor to the purchase of Trust Assets or
will be used by the Depositor for general corporate purposes. The Depositor
expects to sell the Certificates from time to time, but the timing and amount
of offerings of Certificates will depend on a number of factors, including
the volume of Mortgage Assets acquired by the Depositor, prevailing interest
rates, availability of funds and general market conditions.
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DESCRIPTION OF THE CERTIFICATES
GENERAL
Each series of Certificates will represent the entire beneficial ownership
interest in the Trust Fund created pursuant to the related Pooling Agreement.
As described in the related Prospectus Supplement, the Certificates of each
series, including the Offered Certificates of such series, may consist of one
or more classes of Certificates that, among other things: (i) provide for the
accrual of interest thereon at a fixed, variable or adjustable rate; (ii) are
senior (collectively, "Senior Certificates") or subordinate (collectively,
"Subordinate Certificates") to one or more other classes of Certificates in
entitlement to certain distributions on the Certificates; (iii) are entitled
to distributions of principal, with disproportionately small, nominal or no
distributions of interest (collectively, "Stripped Principal Certificates");
(iv) are entitled to distributions of interest, with disproportionately
small, nominal or no distributions of principal (collectively, "Stripped
Interest Certificates"); (v) provide for distributions of interest thereon or
principal thereof that commence only after the occurrence of certain events,
such as the retirement of one or more other classes of Certificates of such
series; (vi) provide for distributions of principal thereof to be made, from
time to time or for designated periods, at a rate that is faster (and, in
some cases, substantially faster) or slower (and, in some cases,
substantially slower) than the rate at which payments or other collections of
principal are received on the Mortgage Assets in the related Trust Fund;
(vii) provide for distributions of principal thereof to be made, subject to
available funds, based on a specified principal payment schedule or other
methodology; or (viii) provide for distributions based on collections on the
Mortgage Assets in the related Trust Fund attributable to Prepayment Premiums
and Equity Participations.
Each class of Offered Certificates of a series will be issued in minimum
denominations corresponding to the principal balances or, in case of certain
classes of Stripped Interest Certificates or Residual Certificates, notional
amounts or percentage interests, specified in the related Prospectus
Supplement. As provided in the related Prospectus Supplement, one or more
classes of Offered Certificates of any series may be issued in fully
registered, definitive form (such Certificates, "Definitive Certificates") or
may be offered in book-entry format (such Certificates, "Book-Entry
Certificates") through the facilities of The Depository Trust Company
("DTC"). The Offered Certificates of each series (if issued as Definitive
Certificates) may be transferred or exchanged, subject to any restrictions on
transfer described in the related Prospectus Supplement, at the location
specified in the related Prospectus Supplement, without the payment of any
service charges, other than any tax or other governmental charge payable in
connection therewith. Interests in a class of Book-Entry Certificates will be
transferred on the book-entry records of DTC and its participating
organizations. See "Risk Factors--Limited Liquidity" and "--Book-Entry
Registration".
DISTRIBUTIONS
Distributions on the Certificates of each series will be made by or on
behalf of the related Trustee or Master Servicer on each Distribution Date as
specified in the related Prospectus Supplement from the Available
Distribution Amount for such series and such Distribution Date. Unless
otherwise provided in the related Prospectus Supplement, the "Available
Distribution Amount" for any series of Certificates and any Distribution Date
will refer to the total of all payments or other collections (or advances in
lieu thereof) on, under or in respect of the Mortgage Assets and any other
assets included in the related Trust Fund that are available for distribution
to the holders of Certificates of such series on such date. The particular
components of the Available Distribution Amount for any series on each
Distribution Date will be more specifically described in the related
Prospectus Supplement.
Except as otherwise specified in the related Prospectus Supplement,
distributions on the Certificates of each series (other than the final
distribution in retirement of any such Certificate) will be made to the
persons in whose names such Certificates are registered at the close of
business on the last business day of the month preceding the month in which
the applicable Distribution Date occurs (the "Record Date"), and the amount
of each distribution will be determined as of the close of business on the
date (the "Determination Date") specified in the related Prospectus
Supplement. All distributions with respect to each class of Certificates on
each Distribution Date will be allocated pro rata among the outstanding
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Certificates in such class. Payments will be made either by wire transfer in
immediately available funds to the account of a Certificateholder at a bank
or other entity having appropriate facilities therefor, if such
Certificateholder has provided the person required to make such payments with
wiring instructions (which may be provided in the form of a standing order
applicable to all subsequent distributions) no later than the date specified
in the related Prospectus Supplement (and, if so provided in the related
Prospectus Supplement, such Certificateholder holds Certificates in the
requisite amount or denomination specified therein), or by check mailed to
the address of such Certificateholder as it appears on the Certificate
Register; provided, however, that the final distribution in retirement of any
class of Certificates (whether Definitive Certificates or Book-Entry
Certificates) will be made only upon presentation and surrender of such
Certificates at the location specified in the notice to Certificateholders of
such final distribution.
DISTRIBUTIONS OF INTEREST ON THE CERTIFICATES
Each class of Certificates of each series (other than certain classes of
Stripped Principal Certificates and certain classes of Residual Certificates
that have no Pass-Through Rate) may have a different Pass-Through Rate, which
in each case may be fixed, variable or adjustable. The related Prospectus
Supplement will specify the Pass-Through Rate or, in the case of a variable
or adjustable Pass-Through Rate, the method for determining the Pass-Through
Rate, for each class. Unless otherwise specified in the related Prospectus
Supplement, interest on the Certificates of each series will be calculated on
the basis of a 360-day year consisting of twelve 30-day months.
Distributions of interest in respect of any class of Certificates (other
than certain classes of Certificates that will be entitled to distributions
of accrued interest commencing only on the Distribution Date, or under the
circumstances, specified in the related Prospectus Supplement ("Accrual
Certificates"), and other than any class of Stripped Principal Certificates
or Residual Certificates that is not entitled to any distributions of
interest) will be made on each Distribution Date based on the Accrued
Certificate Interest for such class and such Distribution Date, subject to
the sufficiency of the portion of the Available Distribution Amount allocable
to such class on such Distribution Date. Prior to the time interest is
distributable on any class of Accrual Certificates, the amount of Accrued
Certificate Interest otherwise distributable on such class will be added to
the Certificate Balance thereof on each Distribution Date. With respect to
each class of Certificates (other than certain classes of Stripped Interest
Certificates and certain classes of Residual Certificates), the "Accrued
Certificate Interest" for each Distribution Date will be equal to interest at
the applicable Pass-Through Rate accrued for a specified period (generally
equal to the time period between Distribution Dates) on the outstanding
Certificate Balance of such class of Certificates immediately prior to such
Distribution Date. Unless otherwise provided in the related Prospectus
Supplement, the Accrued Certificate Interest for each Distribution Date on a
class of Stripped Interest Certificates will be similarly calculated except
that it will accrue on a notional amount (a "Notional Amount") that is either
(i) based on the principal balances of some or all of the Mortgage Assets in
the related Trust Fund or (ii) equal to the Certificate Balances of one or
more other classes of Certificates of the same series. Reference to a
Notional Amount with respect to a class of Stripped Interest Certificates is
solely for convenience in making certain calculations and does not represent
the right to receive any distributions of principal. If so specified in the
related Prospectus Supplement, the amount of Accrued Certificate Interest
that is otherwise distributable on (or, in the case of Accrual Certificates,
that may otherwise be added to the Certificate Balance of) one or more
classes of the Certificates of a series will be reduced to the extent that
any Prepayment Interest Shortfalls, as described under "Yield and Maturity
Considerations--Certain Shortfalls in Collections of Interest", exceed the
amount of any sums (including, if and to the extent specified in the related
Prospectus Supplement, all or a portion of the Master Servicer's servicing
compensation) that are applied to offset the amount of such shortfalls. The
particular manner in which such shortfalls will be allocated among some or
all of the classes of Certificates of that series will be specified in the
related Prospectus Supplement. The related Prospectus Supplement will also
describe the extent to which the amount of Accrued Certificate Interest that
is otherwise distributable on (or, in the case of Accrual Certificates, that
may otherwise be added to the Certificate Balance of) a class of Offered
Certificates may be reduced as a result of any other contingencies, including
delinquencies, losses and deferred interest on or in respect of the Mortgage
Assets in the related Trust Fund. Unless otherwise provided in the related
Prospectus Supplement, any
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reduction in the amount of Accrued Certificate Interest otherwise
distributable on a class of Certificates by reason of the allocation to such
class of a portion of any deferred interest on or in respect of the Mortgage
Assets in the related Trust Fund will result in a corresponding increase in
the Certificate Balance of such class. See "Risk Factors--Prepayments;
Average Life of Certificates; Yields" and "Yield and Maturity
Considerations".
DISTRIBUTIONS OF PRINCIPAL ON THE CERTIFICATES
Each class of Certificates of each series (other than certain classes of
Stripped Interest Certificates and certain classes of Residual Certificates)
will have a "Certificate Balance" which, at any time, will equal the then
maximum amount that the holders of Certificates of such class will be
entitled to receive in respect of principal out of the future cash flow on
the Mortgage Assets and other assets included in the related Trust Fund. The
outstanding Certificate Balance of a class of Certificates will be reduced by
distributions of principal made thereon from time to time and, if so provided
in the related Prospectus Supplement, further by any losses incurred in
respect of the related Mortgage Assets allocated thereto from time to time.
In turn, the outstanding Certificate Balance of a class of Certificates may
be increased as a result of any deferred interest on or in respect of the
related Mortgage Assets being allocated thereto from time to time, and will
be increased, in the case of a class of Accrual Certificates prior to the
Distribution Date on which distributions of interest thereon are required to
commence, by the amount of any Accrued Certificate Interest in respect
thereof (reduced as described above). Unless otherwise provided in the
related Prospectus Supplement, the initial aggregate Certificate Balance of
all classes of a series of Certificates will not be greater than the
aggregate outstanding principal balance of the related Mortgage Assets as of
the applicable Cut-off Date, after application of scheduled payments due on
or before such date, whether or not received. The initial Certificate Balance
of each class of a series of Certificates will be specified in the related
Prospectus Supplement. As and to the extent described in the related
Prospectus Supplement, distributions of principal with respect to a series of
Certificates will be made on each Distribution Date to the holders of the
class or classes of Certificates of such series entitled thereto until the
Certificate Balances of such Certificates have been reduced to zero.
Distributions of principal with respect to one or more classes of
Certificates may be made at a rate that is faster (and, in some cases,
substantially faster) than the rate at which payments or other collections of
principal are received on the Mortgage Assets in the related Trust Fund.
Distributions of principal with respect to one or more classes of
Certificates may not commence until the occurrence of certain events, such as
the retirement of one or more other classes of Certificates of the same
series, or may be made at a rate that is slower (and, in some cases,
substantially slower) than the rate at which payments or other collections of
principal are received on the Mortgage Assets in the related Trust Fund.
Distributions of principal with respect to one or more classes of
Certificates (each such class, a "Controlled Amortization Class") may be
made, subject to available funds, based on a specified principal payment
schedule. Distributions of principal with respect to one or more classes of
Certificates (each such class, a "Companion Class") may be contingent on the
specified principal payment schedule for a Controlled Amortization Class of
the same series and the rate at which payments and other collections of
principal on the Mortgage Assets in the related Trust Fund are received.
Unless otherwise specified in the related Prospectus Supplement,
distributions of principal of any class of Offered Certificates will be made
on a pro rata basis among all of the Certificates of such class.
DISTRIBUTIONS ON THE CERTIFICATES IN RESPECT OF PREPAYMENT PREMIUMS OR IN
RESPECT OF EQUITY PARTICIPATIONS
If so provided in the related Prospectus Supplement, Prepayment Premiums
or payments in respect of Equity Participations received on or in connection
with the Mortgage Assets in any Trust Fund will be distributed on each
Distribution Date to the holders of the class of Certificates of the related
series entitled thereto in accordance with the provisions described in such
Prospectus Supplement.
ALLOCATION OF LOSSES AND SHORTFALLS
The amount of any losses or shortfalls in collections on the Mortgage
Assets in any Trust Fund (to the extent not covered or offset by draws on any
reserve fund or under any instrument of Credit Support)
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will be allocated among the respective classes of Certificates of the related
series in the priority and manner, and subject to the limitations, specified
in the related Prospectus Supplement. As described in the related Prospectus
Supplement, such allocations may be effected by a reduction in the
entitlements to interest and/or Certificate Balances of one or more such
classes of Certificates, or by establishing a priority of payments among such
classes of Certificates.
ADVANCES IN RESPECT OF DELINQUENCIES
If and to the extent provided in the related Prospectus Supplement, if a
Trust Fund includes Mortgage Loans, the Master Servicer, a Special Servicer,
the Trustee, any provider of Credit Support and/or any other specified person
may be obligated to advance, or have the option of advancing, on or before
each Distribution Date, from its or their own funds or from excess funds held
in the related Certificate Account that are not part of the Available
Distribution Amount for the related series of Certificates for such
Distribution Date, an amount up to the aggregate of any payments of principal
(other than any balloon payments) and interest that were due on or in respect
of such Mortgage Loans during the related Due Period and were delinquent on
the related Determination Date.
Advances are intended to maintain a regular flow of scheduled interest and
principal payments to holders of the class or classes of Certificates
entitled thereto, rather than to guarantee or insure against losses.
Accordingly, all advances made out of a specific entity's own funds will be
reimbursable out of related recoveries on the Mortgage Loans (including
amounts received under any instrument of Credit Support) respecting which
such advances were made (as to any Mortgage Loan, "Related Proceeds") and
such other specific sources as may be identified in the related Prospectus
Supplement, including in the case of a series that includes one or more
classes of Subordinate Certificates, collections on other Mortgage Loans in
the related Trust Fund that would otherwise be distributable to the holders
of one or more classes of such Subordinate Certificates. No advance will be
required to be made by a Master Servicer, Special Servicer or Trustee if, in
the good faith judgment of the Master Servicer, Special Servicer or Trustee,
as the case may be, such advance would not be recoverable from Related
Proceeds or another specifically identified source (any such advance, a
"Nonrecoverable Advance"); and, if previously made by a Master Servicer,
Special Servicer or Trustee, a Nonrecoverable Advance will be reimbursable
thereto from any amounts in the related Certificate Account prior to any
distributions being made to the related series of Certificateholders.
If advances have been made by a Master Servicer, Special Servicer, Trustee
or other entity from excess funds in a Certificate Account, such Master
Servicer, Special Servicer, Trustee or other entity, as the case may be, will
be required to replace such funds in such Certificate Account on any future
Distribution Date to the extent that funds in such Certificate Account on
such Distribution Date are less than payments required to be made to the
related series of Certificateholders on such date. If so specified in the
related Prospectus Supplement, the obligation of a Master Servicer, Special
Servicer, Trustee or other entity to make advances may be secured by a cash
advance reserve fund or a surety bond. If applicable, information regarding
the characteristics of, and the identity of any obligor on, any such surety
bond, will be set forth in the related Prospectus Supplement.
If and to the extent so provided in the related Prospectus Supplement, any
entity making advances will be entitled to receive interest thereon for the
period that such advances are outstanding at the rate specified in such
Prospectus Supplement, and such entity will be entitled to payment of such
interest periodically from general collections on the Mortgage Loans in the
related Trust Fund prior to any payment to the related series of
Certificateholders or as otherwise provided in the related Pooling Agreement
and described in such Prospectus Supplement.
The Prospectus Supplement for any series of Certificates evidencing an
interest in a Trust Fund that includes MBS will describe any comparable
advancing obligation of a party to the related Pooling Agreement or of a
party to the related MBS Agreement.
REPORTS TO CERTIFICATEHOLDERS
On each Distribution Date, together with the distribution to the holders
of each class of the Offered Certificates of a series, a Master Servicer or
Trustee, as provided in the related Prospectus Supplement,
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will forward to each such holder, a statement (a "Distribution Date
Statement") that, unless otherwise provided in the related Prospectus
Supplement, will set forth, among other things, in each case to the extent
applicable:
(i) the amount of such distribution to holders of such class of Offered
Certificates that was applied to reduce the Certificate Balance thereof;
(ii) the amount of such distribution to holders of such class of Offered
Certificates that is allocable to Accrued Certificate Interest;
(iii) the amount, if any, of such distribution to holders of such class
of Offered Certificates that is allocable to (A) Prepayment Premiums and
(B) payments on account of Equity Participations;
(iv) the amount, if any, by which such distribution is less than the
amounts to which holders of such class of Offered Certificates are
entitled;
(v) if the related Trust Fund includes Mortgage Loans, the aggregate
amount of advances included in such distribution;
(vi) if the related Trust Fund includes Mortgage Loans, the amount of
servicing compensation received by the related Master Servicer (and, if
payable directly out of the related Trust Fund, by any Special Servicer
and any Sub-Servicer) and such other customary information as the
reporting party deems necessary or desirable, or that a Certificateholder
reasonably requests, to enable Certificateholders to prepare their tax
returns;
(vii) information regarding the aggregate principal balance of the
related Mortgage Assets on or about such Distribution Date;
(viii) if the related Trust Fund includes Mortgage Loans, information
regarding the number and aggregate principal balance of such Mortgage
Loans that are delinquent in varying degrees;
(ix) if the related Trust Fund includes Mortgage Loans, information
regarding the aggregate amount of losses incurred and principal
prepayments made with respect to such Mortgage Loans during the related
Prepayment Period (that is, the specified period, generally equal in
length to the time period between Distribution Dates, during which
prepayments and other unscheduled collections on the Mortgage Loans in the
related Trust Fund must be received in order to be distributed on a
particular Distribution Date);
(x) the Certificate Balance or Notional Amount, as the case may be, of
each class of Certificates (including any class of Certificates not
offered hereby) at the close of business on such Distribution Date,
separately identifying any reduction in such Certificate Balance or
Notional Amount due to the allocation of any losses in respect of the
related Mortgage Assets, any increase in such Certificate Balance or
Notional Amount due to the allocation of any negative amortization in
respect of the related Mortgage Assets and any increase in the Certificate
Balance of a class of Accrual Certificates, if any, in the event that
Accrued Certificate Interest has been added to such balance;
(xi) if such class of Offered Certificates has a variable Pass-Through
Rate or an adjustable Pass-Through Rate, the Pass-Through Rate applicable
thereto for such Distribution Date and, if determinable, for the next
succeeding Distribution Date;
(xii) the amount deposited in or withdrawn from any reserve fund on such
Distribution Date, and the amount remaining on deposit in such reserve
fund as of the close of business on such Distribution Date;
(xiii) if the related Trust Fund includes one or more instruments of
Credit Support, such as a letter of credit, an insurance policy and/or a
surety bond, the amount of coverage under each such instrument as of the
close of business on such Distribution Date; and
(xiv) to the extent not otherwise reflected through the information
furnished pursuant to subclauses (viii) and (x) above, the amount of
Credit Support being afforded by any classes of Subordinate Certificates.
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In the case of information furnished pursuant to subclauses (i)-(iii)
above, the amounts will be expressed as a dollar amount per minimum
denomination of the relevant class of Offered Certificates or per a specified
portion of such minimum denomination. The Prospectus Supplement for each
series of Certificates may describe additional information to be included in
reports to the holders of the Offered Certificates of such series.
Within a reasonable period of time after the end of each calendar year,
the Master Servicer or Trustee for a series of Certificates, as the case may
be, will be required to furnish to each person who at any time during the
calendar year was a holder of an Offered Certificate of such series a
statement containing the information set forth in subclauses (i)-(iii) above,
aggregated for such calendar year or the applicable portion thereof during
which such person was a Certificateholder. Such obligation will be deemed to
have been satisfied to the extent that substantially comparable information
is provided pursuant to any requirements of the Code as are from time to time
in force. See, however, "Description of the Certificates--Book-Entry
Registration and Definitive Certificates".
If the Trust Fund for a series of Certificates includes MBS, the ability
of the related Master Servicer or Trustee, as the case may be, to include in
any Distribution Date Statement information regarding the mortgage loans
underlying such MBS will depend on the reports received with respect to such
MBS. In such cases, the related Prospectus Supplement will describe the
loan-specific information to be included in the Distribution Date Statements
that will be forwarded to the holders of the Offered Certificates of that
series in connection with distributions made to them.
VOTING RIGHTS
The voting rights evidenced by each series of Certificates (as to such
series, the "Voting Rights") will be allocated among the respective classes
of such series in the manner described in the related Prospectus Supplement.
Certificateholders will generally not have a right to vote, except with
respect to required consents to certain amendments to the related Pooling
Agreement and as otherwise specified in the related Prospectus Supplement.
See "Description of the Pooling Agreements--Amendment". The holders of
specified amounts of Certificates of a particular series will have the right
to act as a group to remove the related Trustee and also upon the occurrence
of certain events which if continuing would constitute an Event of Default on
the part of the related Master Servicer. See "Description of the Pooling
Agreements--Events of Default", "--Rights Upon Event of Default" and
"--Resignation and Removal of the Trustee".
TERMINATION
The obligations created by the Pooling Agreement for each series of
Certificates will terminate following (i) the final payment or other
liquidation of the last Mortgage Asset subject thereto or the disposition of
all property acquired upon foreclosure of any Mortgage Loan subject thereto
and (ii) the payment to the Certificateholders of that series of all amounts
required to be paid to them pursuant to such Pooling Agreement. Written
notice of termination of a Pooling Agreement will be given to each
Certificateholder of the related series, and the final distribution will be
made only upon presentation and surrender of the Certificates of such series
at the location to be specified in the notice of termination.
If so specified in the related Prospectus Supplement, a series of
Certificates may be subject to optional early termination through the
repurchase of the Mortgage Assets in the related Trust Fund by the party or
parties specified therein, under the circumstances and in the manner set
forth therein. If so provided in the related Prospectus Supplement, upon the
reduction of the Certificate Balance of a specified class or classes of
Certificates by a specified percentage or amount, a party designated therein
may be authorized or required to solicit bids for the purchase of all the
Mortgage Assets of the related Trust Fund, or of a sufficient portion of such
Mortgage Assets to retire such class or classes, under the circumstances and
in the manner set forth therein.
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BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES
If so provided in the Prospectus Supplement for a series of Certificates,
one or more classes of the Offered Certificates of such series will be
offered in book-entry format through the facilities of The Depository Trust
Company ("DTC"), and each such class will be represented by one or more
global Certificates registered in the name of DTC or its nominee.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking corporation" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Exchange
Act. DTC was created to hold securities for its participating organizations
("Participants") and facilitate the clearance and settlement of securities
transactions between Participants through electronic computerized book-entry
changes in their accounts, thereby eliminating the need for physical movement
of securities certificates. "Direct Participants", which maintain accounts
with DTC, include securities brokers and dealers, banks, trust companies and
clearing corporations and may include certain other organizations. DTC is
owned by a number of its Direct Participants and by the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the DTC system also is
available to others such as banks, brokers, dealers and trust companies that
clear through or maintain a custodial relationship with a Direct Participant,
either directly or indirectly ("Indirect Participants"). The rules applicable
to DTC and its Participants are on file with the Commission.
Purchases of Book-Entry Certificates under the DTC system must be made by
or through Direct Participants, which will receive a credit for the
Book-Entry Certificates on DTC's records. The ownership interest of each
actual purchaser of a Book-Entry Certificate (a "Certificate Owner") is in
turn to be recorded on the Direct and Indirect Participants' records.
Certificate Owners will not receive written confirmation from DTC of their
purchases, but Certificate Owners are expected to receive written
confirmations providing details of such transactions, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which each Certificate Owner entered into the transaction. Transfers of
ownership interest in the Book-Entry Certificates are to be accomplished by
entries made on the books of Participants acting on behalf of Certificate
Owners. Certificate Owners will not receive certificates representing their
ownership interests in the Book-Entry Certificates, except in the event that
use of the book-entry system for the Book-Entry Certificates of any series is
discontinued as described below.
DTC has no knowledge of the actual Certificate Owners of the Book-Entry
Certificates; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Certificates are credited, which may or
may not be the Certificate Owners. The Participants will remain responsible
for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Certificate Owners will be governed
by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Distributions on the Book-Entry Certificates will be made to DTC. DTC's
practice is to credit Direct Participants' accounts on the related
Distribution Date in accordance with their respective holdings shown on DTC's
records unless DTC has reason to believe that it will not receive payment on
such date. Disbursement of such distributions by Participants to Certificate
Owners will be governed by standing instructions and customary practices, as
is the case with securities held for the accounts of customers in bearer form
or registered in "street name", and will be the responsibility of each such
Participant (and not of DTC, the Depositor or any Trustee or Master
Servicer), subject to any statutory or regulatory requirements as may be in
effect from time to time. Under a book-entry system, Certificate Owners may
receive payments after the related Distribution Date.
Unless otherwise provided in the related Prospectus Supplement, the only
"Certificateholder" (as such term is used in the related Pooling Agreement)
will be the nominee of DTC, and the Certificate
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Owners will not be recognized as Certificateholders under the Pooling
Agreement. Certificate Owners will be permitted to exercise the rights of
Certificateholders under the related Pooling Agreement only indirectly
through the Participants who in turn will exercise their rights through DTC.
The Depositor is informed that DTC will take action permitted to be taken by
a Certificateholder under a Pooling Agreement only at the direction of one or
more Participants to whose account with DTC interests in the Book-Entry
Certificates are credited.
Because DTC can act only on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain Certificate Owners, the ability
of a Certificate Owner to pledge its interest in Book-Entry Certificates to
persons or entities that do not participate in the DTC system, or otherwise
take actions in respect of its interest in Book-Entry Certificates, may be
limited due to the lack of a physical certificate evidencing such interest.
Unless otherwise specified in the related Prospectus Supplement,
Certificates initially issued in book-entry form will be issued as Definitive
Certificates to Certificate Owners or their nominees, rather than to DTC or
its nominee, only if (i) the Depositor advises the Trustee in writing that
DTC is no longer willing or able to discharge properly its responsibilities
as depository with respect to such Certificates and the Depositor is unable
to locate a qualified successor or (ii) the Depositor, at its option, elects
to terminate the book-entry system through DTC with respect to such
Certificates. Upon the occurrence of either of the events described in the
preceding sentence, DTC will be required to notify all Participants of the
availability through DTC of Definitive Certificates. Upon surrender by DTC of
the certificate or certificates representing a class of Book-Entry
Certificates, together with instructions for registration, the Trustee for
the related series or other designated party will be required to issue to the
Certificate Owners identified in such instructions the Definitive
Certificates to which they are entitled, and thereafter the holders of such
Definitive Certificates will be recognized as Certificateholders under the
related Pooling Agreement.
DESCRIPTION OF THE POOLING AGREEMENTS
GENERAL
The Certificates of each series will be issued pursuant to a pooling and
servicing agreement or other agreement specified in the related Prospectus
Supplement (in either case, a "Pooling Agreement"). In general, the parties
to a Pooling Agreement will include the Depositor, the Trustee, the Master
Servicer and, in some cases, a Special Servicer appointed as of the date of
the Pooling Agreement. However, a Pooling Agreement may include a Mortgage
Asset Seller as a party, and a Pooling Agreement that relates to a Trust Fund
that consists solely of MBS may not include a Master Servicer or other
servicer as a party. All parties to each Pooling Agreement under which
Certificates of a series are issued will be identified in the related
Prospectus Supplement. If so specified in the related Prospectus Supplement,
an affiliate of the Depositor, or the Mortgage Asset Seller or an affiliate
thereof, may perform the functions of Master Servicer or Special Servicer.
Any party to a Pooling Agreement may own Certificates issued thereunder;
however, except with respect to required consents to certain amendments to a
Pooling Agreement, Certificates issued thereunder that are held by the Master
Servicer or Special Servicer for the related series will not be allocated
Voting Rights.
A form of a pooling and servicing agreement has been filed as an exhibit
to the Registration Statement of which this Prospectus is a part. However,
the provisions of each Pooling Agreement will vary depending upon the nature
of the Certificates to be issued thereunder and the nature of the related
Trust Fund. The following summaries describe certain provisions that may
appear in a Pooling Agreement under which Certificates that evidence
interests in Mortgage Loans will be issued. The Prospectus Supplement for a
series of Certificates will describe any provision of the related Pooling
Agreement that materially differs from the description thereof contained in
this Prospectus and, if the related Trust Fund includes MBS, will summarize
all of the material provisions of the related Pooling Agreement. The
summaries herein do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all of the provisions of the
Pooling Agreement for each series of Certificates and the description of such
provisions in the related Prospectus Supplement. As used herein with respect
to any
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series, the term "Certificate" refers to all of the Certificates of that
series, whether or not offered hereby and by the related Prospectus
Supplement, unless the context otherwise requires. The Depositor will provide
a copy of the Pooling Agreement (without exhibits) that relates to any series
of Certificates without charge upon written request of a holder of a
Certificate of such series addressed to Chase Commercial Mortgage Securities
Corp., 380 Madison Avenue, New York, New York 10017-2951, Attention:
President.
ASSIGNMENT OF MORTGAGE LOANS; REPURCHASES
At the time of issuance of any series of Certificates, the Depositor will
assign (or cause to be assigned) to the designated Trustee the Mortgage Loans
to be included in the related Trust Fund, together with, unless otherwise
specified in the related Prospectus Supplement, all principal and interest to
be received on or with respect to such Mortgage Loans after the Cut-off Date,
other than principal and interest due on or before the Cut-off Date. The
Trustee will, concurrently with such assignment, deliver the Certificates to
or at the direction of the Depositor in exchange for the Mortgage Loans and
the other assets to be included in the Trust Fund for such series. Each
Mortgage Loan will be identified in a schedule appearing as an exhibit to the
related Pooling Agreement. Such schedule generally will include detailed
information that pertains to each Mortgage Loan included in the related Trust
Fund, which information will typically include the address of the related
Mortgaged Property and type of such property; the Mortgage Rate and, if
applicable, the applicable index, gross margin, adjustment date and any rate
cap information; the original and remaining term to maturity; the original
amortization term; and the original and outstanding principal balance.
With respect to each Mortgage Loan to be included in a Trust Fund, the
Depositor will deliver (or cause to be delivered) to the related Trustee (or
to a custodian appointed by the Trustee) certain loan documents which, unless
otherwise specified in the related Prospectus Supplement, will include the
original Mortgage Note endorsed, without recourse, to the order of the
Trustee, the original Mortgage (or a certified copy thereof) with evidence of
recording indicated thereon and an assignment of the Mortgage to the Trustee
in recordable form. Unless otherwise provided in the Prospectus Supplement
for a series of Certificates, the related Pooling Agreement will require that
the Depositor or another party thereto promptly cause each such assignment of
Mortgage to be recorded in the appropriate public office for real property
records.
The Trustee (or a custodian appointed by the Trustee) for a series of
Certificates will be required to review the Mortgage Loan documents delivered
to it within a specified period of days after receipt thereof, and the
Trustee (or such custodian) will hold such documents in trust for the benefit
of the Certificateholders of such series. Unless otherwise specified in the
related Prospectus Supplement, if any such document is found to be missing or
defective, and such omission or defect, as the case may be, materially and
adversely affects the interests of the Certificateholders of the related
series, the Trustee (or such custodian) will be required to notify the Master
Servicer and the Depositor, and one of such persons will be required to
notify the relevant Mortgage Asset Seller. In that case, and if the Mortgage
Asset Seller cannot deliver the document or cure the defect within a
specified number of days after receipt of such notice, then, except as
otherwise specified below or in the related Prospectus Supplement, the
Mortgage Asset Seller will be obligated to repurchase the related Mortgage
Loan from the Trustee at a price that will be specified in the related
Prospectus Supplement. If so provided in the Prospectus Supplement for a
series of Certificates, a Mortgage Asset Seller, in lieu of repurchasing a
Mortgage Loan as to which there is missing or defective loan documentation,
will have the option, exercisable upon certain conditions and/or within a
specified period after initial issuance of such series of Certificates, to
replace such Mortgage Loan with one or more other mortgage loans, in
accordance with standards that will be described in the Prospectus
Supplement. Unless otherwise specified in the related Prospectus Supplement,
this repurchase or substitution obligation will constitute the sole remedy to
holders of the Certificates of any series or to the related Trustee on their
behalf for missing or defective loan documentation and neither the Depositor
nor, unless it is the Mortgage Asset Seller, the Master Servicer will be
obligated to purchase or replace a Mortgage Loan if a Mortgage Asset Seller
defaults on its obligation to do so. Notwithstanding the foregoing, if a
document has not been delivered to the related Trustee (or to a custodian
appointed by the Trustee) because such document has been submitted for
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recording, and neither such document nor a certified copy thereof, in either
case with evidence of recording thereon, can be obtained because of delays on
the part of the applicable recording office, then, unless otherwise specified
in the related Prospectus Supplement, the Mortgage Asset Seller will not be
required to repurchase or replace the affected Mortgage Loan on the basis of
such missing document so long as it continues in good faith to attempt to
obtain such document or such certified copy.
REPRESENTATIONS AND WARRANTIES; REPURCHASES
Unless otherwise provided in the Prospectus Supplement for a series of
Certificates, the Depositor will, with respect to each Mortgage Loan in the
related Trust Fund, make or assign, or cause to be made or assigned, certain
representations and warranties (the person making such representations and
warranties, the "Warranting Party") covering, by way of example: (i) the
accuracy of the information set forth for such Mortgage Loan on the schedule
of Mortgage Loans appearing as an exhibit to the related Pooling Agreement;
(ii) the enforceability of the related Mortgage Note and Mortgage and the
existence of title insurance insuring the lien priority of the related
Mortgage; (iii) the Warranting Party's title to the Mortgage Loan and the
authority of the Warranting Party to sell the Mortgage Loan; and (iv) the
payment status of the Mortgage Loan. It is expected that in most cases the
Warranting Party will be the Mortgage Asset Seller; however, the Warranting
Party may also be an affiliate of the Mortgage Asset Seller, the Depositor or
an affiliate of the Depositor, the Master Servicer, a Special Servicer or
another person acceptable to the Depositor. The Warranting Party, if other
than the Mortgage Asset Seller, will be identified in the related Prospectus
Supplement.
Unless otherwise provided in the related Prospectus Supplement, each
Pooling Agreement will provide that the Master Servicer and/or Trustee will
be required to notify promptly any Warranting Party of any breach of any
representation or warranty made by it in respect of a Mortgage Loan that
materially and adversely affects the interests of the Certificateholders of
the related series. If such Warranting Party cannot cure such breach within a
specified period following the date on which it was notified of such breach,
then, unless otherwise provided in the related Prospectus Supplement, it will
be obligated to repurchase such Mortgage Loan from the Trustee at a price
that will be specified in the related Prospectus Supplement. If so provided
in the Prospectus Supplement for a series of Certificates, a Warranting
Party, in lieu of repurchasing a Mortgage Loan as to which a breach has
occurred, will have the option, exercisable upon certain conditions and/or
within a specified period after initial issuance of such series of
Certificates, to replace such Mortgage Loan with one or more other mortgage
loans, in accordance with standards that will be described in the Prospectus
Supplement. Unless otherwise specified in the related Prospectus Supplement,
this repurchase or substitution obligation will constitute the sole remedy
available to holders of the Certificates of any series or to the related
Trustee on their behalf for a breach of representation and warranty by a
Warranting Party and neither the Depositor nor the Master Servicer, in either
case unless it is the Warranting Party, will be obligated to purchase or
replace a Mortgage Loan if a Warranting Party defaults on its obligation to
do so.
In some cases, representations and warranties will have been made in
respect of a Mortgage Loan as of a date prior to the date upon which the
related series of Certificates is issued, and thus may not address events
that may occur following the date as of which they were made. However, the
Depositor will not include any Mortgage Loan in the Trust Fund for any series
of Certificates if anything has come to the Depositor's attention that would
cause it to believe that the representations and warranties made in respect
of such Mortgage Loan will not be accurate in all material respects as of the
date of issuance. The date as of which the representations and warranties
regarding the Mortgage Loans in any Trust Fund were made will be specified in
the related Prospectus Supplement.
COLLECTION AND OTHER SERVICING PROCEDURES
The Master Servicer for any Trust Fund, directly or through Sub-Servicers,
will be required to make reasonable efforts to collect all scheduled payments
under the Mortgage Loans in such Trust Fund, and will be required to follow
such collection procedures as it would follow with respect to mortgage loans
that are comparable to the Mortgage Loans in such Trust Fund and held for its
own account, provided such procedures are consistent with (i) the terms of
the related Pooling Agreement and any related instrument
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of Credit Support included in such Trust Fund, (ii) applicable law and (iii)
the servicing standard specified in the related Pooling Agreement and
Prospectus Supplement (the "Servicing Standard").
The Master Servicer for any Trust Fund, directly or through Sub-Servicers,
will also be required to perform as to the Mortgage Loans in such Trust Fund
various other customary functions of a servicer of comparable loans,
including maintaining escrow or impound accounts, if required under the
related Pooling Agreement, for payment of taxes, insurance premiums, ground
rents and similar items, or otherwise monitoring the timely payment of those
items; attempting to collect delinquent payments; supervising foreclosures;
negotiating modifications; conducting property inspections on a periodic or
other basis; managing (or overseeing the management of) Mortgaged Properties
acquired on behalf of such Trust Fund through foreclosure, deed-in-lieu of
foreclosure or otherwise (each, an "REO Property"); and maintaining servicing
records relating to such Mortgage Loans. Unless otherwise specified in the
related Prospectus Supplement, the Master Servicer will be responsible for
filing and settling claims in respect of particular Mortgage Loans under any
applicable instrument of Credit Support. See "Description of Credit Support".
SUB-SERVICERS
A Master Servicer may delegate its servicing obligations in respect of the
Mortgage Loans serviced thereby to one or more third-party servicers (each, a
"Sub-Servicer"); provided that, unless otherwise specified in the related
Prospectus Supplement, such Master Servicer will remain obligated under the
related Pooling Agreement. A Sub-Servicer for any series of Certificates may
be an affiliate of the Depositor or Master Servicer. Unless otherwise
provided in the related Prospectus Supplement, each sub-servicing agreement
between a Master Servicer and a Sub-Servicer (a "Sub-Servicing Agreement")
will provide that, if for any reason the Master Servicer is no longer acting
in such capacity, the Trustee or any successor Master Servicer may assume the
Master Servicer's rights and obligations under such Sub-Servicing Agreement.
A Master Servicer will be required to monitor the performance of
Sub-Servicers retained by it and will have the right to remove a Sub-Servicer
retained by it at any time it considers such removal to be in the best
interests of Certificateholders.
Unless otherwise provided in the related Prospectus Supplement, a Master
Servicer will be solely liable for all fees owed by it to any Sub-Servicer,
irrespective of whether the Master Servicer's compensation pursuant to the
related Pooling Agreement is sufficient to pay such fees. Each Sub-Servicer
will be reimbursed by the Master Servicer that retained it for certain
expenditures which it makes, generally to the same extent the Master Servicer
would be reimbursed under a Pooling Agreement. See "--Certificate Account"
and "--Servicing Compensation and Payment of Expenses".
SPECIAL SERVICERS
To the extent so specified in the related Prospectus Supplement, one or
more special servicers (each, a "Special Servicer") may be a party to the
related Pooling Agreement or may be appointed by the Master Servicer or
another specified party. A Special Servicer for any series of Certificates
may be an affiliate of the Depositor or the Master Servicer. A Special
Servicer may be entitled to any of the rights, and subject to any of the
obligations, described herein in respect of a Master Servicer. The related
Prospectus Supplement will describe the rights, obligations and compensation
of any Special Servicer for a particular series of Certificates. The Master
Servicer will be liable for the performance of a Special Servicer only if,
and to the extent, set forth in the related Prospectus Supplement.
CERTIFICATE ACCOUNT
General. The Master Servicer, the Trustee and/or a Special Servicer will,
as to each Trust Fund that includes Mortgage Loans, establish and maintain or
cause to be established and maintained one or more separate accounts for the
collection of payments on or in respect of such Mortgage Loans (collectively,
the "Certificate Account"), which will be established so as to comply with
the standards of each Rating Agency that has rated any one or more classes of
Certificates of the related series. A Certificate Account may be maintained
as an interest-bearing or a non-interest-bearing account and the funds held
therein
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may be invested pending each succeeding Distribution Date in United States
government securities and other obligations that are acceptable to each
Rating Agency that has rated any one or more classes of Certificates of the
related series ("Permitted Investments"). Unless otherwise provided in the
related Prospectus Supplement, any interest or other income earned on funds
in a Certificate Account will be paid to the related Master Servicer, Trustee
or Special Servicer (if any) as additional compensation. A Certificate
Account may be maintained with the related Master Servicer, Special Servicer
or Mortgage Asset Seller or with a depository institution that is an
affiliate of any of the foregoing or of the Depositor, provided that it
complies with applicable Rating Agency standards. If permitted by the
applicable Rating Agency or Agencies and so specified in the related
Prospectus Supplement, a Certificate Account may contain funds relating to
more than one series of mortgage pass-through certificates and may contain
other funds representing payments on mortgage loans owned by the related
Master Servicer or Special Servicer (if any) or serviced by either on behalf
of others.
Deposits. Unless otherwise provided in the related Pooling Agreement and
described in the related Prospectus Supplement, a Master Servicer, Trustee or
Special Servicer will be required to deposit or cause to be deposited in the
Certificate Account for each Trust Fund that includes Mortgage Loans, within
a certain period following receipt (in the case of collections on or in
respect of the Mortgage Loans) or otherwise as provided in the related
Pooling Agreement, the following payments and collections received or made by
the Master Servicer, the Trustee or any Special Servicer subsequent to the
Cut-off Date (other than payments due on or before the Cut-off Date):
(i) all payments on account of principal, including principal
prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans, including
any default interest collected, in each case net of any portion thereof
retained by the Master Servicer or any Special Servicer as its servicing
compensation or as compensation to the Trustee;
(iii) all proceeds received under any hazard, title or other insurance
policy that provides coverage with respect to a Mortgaged Property or the
related Mortgage Loan or in connection with the full or partial
condemnation of a Mortgaged Property (other than proceeds applied to the
restoration of the property or released to the related borrower in
accordance with the customary servicing practices of the Master Servicer
(or, if applicable, a Special Servicer) and/or the terms and conditions of
the related Mortgage) (collectively, "Insurance and Condemnation
Proceeds") and all other amounts received and retained in connection with
the liquidation of defaulted Mortgage Loans or property acquired in
respect thereof, by foreclosure or otherwise ("Liquidation Proceeds"),
together with the net operating income (less reasonable reserves for
future expenses) derived from the operation of any Mortgaged Properties
acquired by the Trust Fund through foreclosure or otherwise;
(iv) any amounts paid under any instrument or drawn from any fund that
constitutes Credit Support for the related series of Certificates as
described under "Description of Credit Support";
(v) any advances made as described under "Description of the
Certificates--Advances in Respect of Delinquencies";
(vi) any amounts paid under any Cash Flow Agreement, as described under
"Description of the Trust Funds--Cash Flow Agreements";
(vii) all proceeds of the purchase of any Mortgage Loan, or property
acquired in respect thereof, by the Depositor, any Mortgage Asset Seller
or any other specified person as described under "--Assignment of Mortgage
Loans; Repurchases" and "--Representations and Warranties; Repurchases",
all proceeds of the purchase of any defaulted Mortgage Loan as described
under "--Realization Upon Defaulted Mortgage Loans", and all proceeds of
any Mortgage Asset purchased as described under "Description of the
Certificates--Termination" (all of the foregoing, also "Liquidation
Proceeds");
(viii) any amounts paid by the Master Servicer to cover Prepayment
Interest Shortfalls arising out of the prepayment of Mortgage Loans as
described under "--Servicing Compensation and Payment of Expenses";
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(ix) to the extent that any such item does not constitute additional
servicing compensation to the Master Servicer or a Special Servicer, any
payments on account of modification or assumption fees, late payment
charges, Prepayment Premiums or Equity Participations with respect to the
Mortgage Loans;
(x) all payments required to be deposited in the Certificate Account with
respect to any deductible clause in any blanket insurance policy described
under "--Hazard Insurance Policies";
(xi) any amount required to be deposited by the Master Servicer or the
Trustee in connection with losses realized on investments for the benefit
of the Master Servicer or the Trustee, as the case may be, of funds held
in the Certificate Account; and
(xii) any other amounts required to be deposited in the Certificate
Account as provided in the related Pooling Agreement and described in the
related Prospectus Supplement.
Withdrawals. Unless otherwise provided in the related Pooling Agreement
and described in the related Prospectus Supplement, a Master Servicer,
Trustee or Special Servicer may make withdrawals from the Certificate Account
for each Trust Fund that includes Mortgage Loans for any of the following
purposes:
(i) to make distributions to the Certificateholders on each Distribution
Date;
(ii) to pay the Master Servicer, the Trustee or a Special Servicer any
servicing fees not previously retained thereby, such payment to be made
out of payments on the particular Mortgage Loans as to which such fees
were earned;
(iii) to reimburse the Master Servicer, a Special Servicer, the Trustee
or any other specified person for any unreimbursed amounts advanced by it
as described under "Description of the Certificates--Advances in Respect
of Delinquencies", such reimbursement to be made out of amounts received
that were identified and applied by the Master Servicer or a Special
Servicer, as applicable, as late collections of interest on and principal
of the particular Mortgage Loans with respect to which the advances were
made or out of amounts drawn under any form of Credit Support with respect
to such Mortgage Loans;
(iv) to reimburse the Master Servicer, the Trustee or a Special Servicer
for unpaid servicing fees earned by it and certain unreimbursed servicing
expenses incurred by it with respect to Mortgage Loans in the Trust Fund
and properties acquired in respect thereof, such reimbursement to be made
out of amounts that represent Liquidation Proceeds and Insurance and
Condemnation Proceeds collected on the particular Mortgage Loans and
properties, and net income collected on the particular properties, with
respect to which such fees were earned or such expenses were incurred or
out of amounts drawn under any form of Credit Support with respect to such
Mortgage Loans and properties;
(v) to reimburse the Master Servicer, a Special Servicer, the Trustee or
other specified person for any advances described in clause (iii) above
made by it and/or any servicing expenses referred to in clause (iv) above
incurred by it that, in the good faith judgment of the Master Servicer,
Special Servicer, Trustee or other specified person, as applicable, will
not be recoverable from the amounts described in clauses (iii) and (iv),
respectively, such reimbursement to be made from amounts collected on
other Mortgage Loans in the same Trust Fund or, if and to the extent so
provided by the related Pooling Agreement and described in the related
Prospectus Supplement, only from that portion of amounts collected on such
other Mortgage Loans that is otherwise distributable on one or more
classes of Subordinate Certificates of the related series;
(vi) if and to the extent described in the related Prospectus Supplement,
to pay the Master Servicer, a Special Servicer, the Trustee or any other
specified person interest accrued on the advances described in clause
(iii) above made by it and the servicing expenses described in clause (iv)
above incurred by it while such remain outstanding and unreimbursed;
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(vii) to pay for costs and expenses incurred by the Trust Fund for
environmental site assessments performed with respect to Mortgaged
Properties that constitute security for defaulted Mortgage Loans, and for
any containment, clean-up or remediation of hazardous wastes and materials
present on such Mortgaged Properties, as described under "--Realization
Upon Defaulted Mortgage Loans";
(viii) to reimburse the Master Servicer, the Special Servicer, the
Depositor, or any of their respective directors, officers, employees and
agents, as the case may be, for certain expenses, costs and liabilities
incurred thereby, as and to the extent described under "--Certain Matters
Regarding the Master Servicer and the Depositor";
(ix) if and to the extent described in the related Prospectus Supplement,
to pay the fees of Trustee;
(x) to reimburse the Trustee or any of its directors, officers, employees
and agents, as the case may be, for certain expenses, costs and
liabilities incurred thereby, as and to the extent described under
"--Certain Matters Regarding the Trustee";
(xi) if and to the extent described in the related Prospectus Supplement,
to pay the fees of any provider of Credit Support;
(xii) if and to the extent described in the related Prospectus
Supplement, to reimburse prior draws on any form of Credit Support;
(xiii) to pay the Master Servicer, a Special Servicer or the Trustee, as
appropriate, interest and investment income earned in respect of amounts
held in the Certificate Account as additional compensation;
(xiv) to pay (generally from related income) for costs incurred in
connection with the operation, management and maintenance of any Mortgaged
Property acquired by the Trust Fund by foreclosure or otherwise;
(xv) if one or more elections have been made to treat the Trust Fund or
designated portions thereof as a REMIC, to pay any federal, state or local
taxes imposed on the Trust Fund or its assets or transactions, as and to
the extent described under "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC
Certificates--Taxes That May Be Imposed on the REMIC Pool";
(xvi) to pay for the cost of an independent appraiser or other expert in
real estate matters retained to determine a fair sale price for a
defaulted Mortgage Loan or a property acquired in respect thereof in
connection with the liquidation of such Mortgage Loan or property;
(xvii) to pay for the cost of various opinions of counsel obtained
pursuant to the related Pooling Agreement for the benefit of
Certificateholders;
(xviii) to make any other withdrawals permitted by the related Pooling
Agreement and described in the related Prospectus Supplement; and
(xix) to clear and terminate the Certificate Account upon the termination
of the Trust Fund.
MODIFICATIONS, WAIVERS AND AMENDMENTS OF MORTGAGE LOANS
A Master Servicer may agree to modify, waive or amend any term of any
Mortgage Loan serviced by it in a manner consistent with the applicable
Servicing Standard; provided that, unless otherwise set forth in the related
Prospectus Supplement, the modification, waiver or amendment (i) will not
affect the amount or timing of any scheduled payments of principal or
interest on the Mortgage Loan, (ii) will not, in the judgment of the Master
Servicer, materially impair the security for the Mortgage Loan or reduce the
likelihood of timely payment of amounts due thereon and (iii) will not
adversely affect the coverage under any applicable instrument of Credit
Support. Unless otherwise provided in the related Prospectus Supplement, a
Master Servicer also may agree to any other modification, waiver or amendment
if, in its judgment, (i) a material default on the Mortgage Loan has occurred
or a payment default is imminent, (ii)
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such modification, waiver or amendment is reasonably likely to produce a
greater recovery with respect to the Mortgage Loan, taking into account the
time value of money, than would liquidation and (iii) such modification,
waiver or amendment will not adversely affect the coverage under any
applicable instrument of Credit Support.
REALIZATION UPON DEFAULTED MORTGAGE LOANS
A borrower's failure to make required Mortgage Loan payments may mean that
operating income is insufficient to service the mortgage debt, or may reflect
the diversion of that income from the servicing of the mortgage debt. In
addition, a borrower that is unable to make Mortgage Loan payments may also
be unable to make timely payment of taxes and insurance premiums and to
otherwise maintain the related Mortgaged Property. In general, the Master
Servicer for a series of Certificates will be required to monitor any
Mortgage Loan in the related Trust Fund that is in default, evaluate whether
the causes of the default can be corrected over a reasonable period without
significant impairment of the value of the related Mortgaged Property,
initiate corrective action in cooperation with the borrower if cure is
likely, inspect the related Mortgaged Property and take such other actions as
are consistent with the Servicing Standard. A significant period of time may
elapse before the Master Servicer is able to assess the success of any such
corrective action or the need for additional initiatives.
The time within which the Master Servicer can make the initial
determination of appropriate action, evaluate the success of corrective
action, develop additional initiatives, institute foreclosure proceedings and
actually foreclose (or accept a deed to a Mortgaged Property in lieu of
foreclosure) on behalf of the Certificateholders may vary considerably
depending on the particular Mortgage Loan, the Mortgaged Property, the
borrower, the presence of an acceptable party to assume the Mortgage Loan and
the laws of the jurisdiction in which the Mortgaged Property is located. If a
borrower files a bankruptcy petition, the Master Servicer may not be
permitted to accelerate the maturity of the related Mortgage Loan or to
foreclose on the related Mortgaged Property for a considerable period of
time, and such Mortgage Loan may be restructured in the resulting bankruptcy
proceedings. See "Certain Legal Aspects of Mortgage Loans".
A Pooling Agreement may grant to the Master Servicer, a Special Servicer,
a provider of Credit Support and/or the holder or holders of certain classes
of the related series of Certificates a right of first refusal to purchase
from the Trust Fund, at a predetermined purchase price (which, if
insufficient to fully fund the entitlements of Certificateholders to
principal and interest thereon, will be specified in the related Prospectus
Supplement), any Mortgage Loan as to which a specified number of scheduled
payments are delinquent. In addition, unless otherwise specified in the
related Prospectus Supplement, the Master Servicer may offer to sell any
defaulted Mortgage Loan if and when the Master Servicer determines,
consistent with the applicable Servicing Standard, that such a sale would
produce a greater recovery, taking into account the time value of money, than
would liquidation of the related Mortgaged Property. Unless otherwise
provided in the related Prospectus Supplement, the related Pooling Agreement
will require that the Master Servicer accept the highest cash bid received
from any person (including itself, the Depositor or any affiliate of either
of them or any Certificateholder) that constitutes a fair price for such
defaulted Mortgage Loan. In the absence of any bid determined in accordance
with the related Pooling Agreement to be fair, the Master Servicer will
generally be required to proceed against the related Mortgaged Property,
subject to the discussion below.
If a default on a Mortgage Loan has occurred or, in the Master Servicer's
judgment, a payment default is imminent, the Master Servicer, on behalf of
the Trustee, may at any time institute foreclosure proceedings, exercise any
power of sale contained in the related Mortgage, obtain a deed in lieu of
foreclosure, or otherwise acquire title to the related Mortgaged Property, by
operation of law or otherwise, if such action is consistent with the
Servicing Standard. Unless otherwise specified in the related Prospectus
Supplement, the Master Servicer may not, however, acquire title to any
Mortgaged Property, have a receiver of rents appointed with respect to any
Mortgaged Property or take any other action with respect to any Mortgaged
Property that would cause the Trustee, for the benefit of the related series
of Certificateholders, or any other specified person to be considered to hold
title to, to be a "mortgagee-in-possession" of, or to be an "owner" or an
"operator" of such Mortgaged Property within
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the meaning of certain federal environmental laws, unless the Master Servicer
has previously determined, based on a report prepared by a person who
regularly conducts environmental audits (which report will be an expense of
the Trust Fund), that either:
(i) the Mortgaged Property is in compliance with applicable environmental
laws and regulations or, if not, that taking such actions as are necessary
to bring the Mortgaged Property into compliance therewith is reasonably
likely to produce a greater recovery, taking into account the time value
of money, than not taking such actions; and
(ii) there are no circumstances or conditions present at the Mortgaged
Property that have resulted in any contamination for which investigation,
testing, monitoring, containment, clean-up or remediation could be
required under any applicable environmental laws and regulations or, if
such circumstances or conditions are present for which any such action
could be required, taking such actions with respect to the Mortgaged
Property is reasonably likely to produce a greater recovery, taking into
account the time value of money, than not taking such actions. See
"Certain Legal Aspects of Mortgage Loans--Environmental Risks".
Unless otherwise provided in the related Prospectus Supplement, if title
to any Mortgaged Property is acquired by a Trust Fund as to which one or more
REMIC elections have been made, the Master Servicer, on behalf of the Trust
Fund, will be required to sell the Mortgaged Property within two years of
acquisition, unless (i) the Internal Revenue Service grants an extension of
time to sell such property or (ii) the Trustee receives an opinion of
independent counsel to the effect that the holding of the property by the
Trust Fund for more than two years after its acquisition will not result in
the imposition of a tax on the Trust Fund or cause the Trust Fund (or any
designated portion thereof) to fail to qualify as a REMIC under the Code at
any time that any Certificate is outstanding. Subject to the foregoing, the
Master Servicer will generally be required to solicit bids for any Mortgaged
Property so acquired in such a manner as will be reasonably likely to realize
a fair price for such property. If the Trust Fund acquires title to any
Mortgaged Property, the Master Servicer, on behalf of the Trust Fund, may
retain an independent contractor to manage and operate such property. The
retention of an independent contractor, however, will not relieve the Master
Servicer of its obligation to manage such Mortgaged Property in a manner
consistent with the Servicing Standard.
If Liquidation Proceeds collected with respect to a defaulted Mortgage
Loan are less than the outstanding principal balance of the defaulted
Mortgage Loan plus interest accrued thereon plus the aggregate amount of
reimbursable expenses incurred by the Master Servicer in connection with such
Mortgage Loan, the Trust Fund will realize a loss in the amount of such
shortfall. The Master Servicer will be entitled to reimbursement out of the
Liquidation Proceeds recovered on any defaulted Mortgage Loan, prior to the
distribution of such Liquidation Proceeds to Certificateholders, amounts that
represent unpaid servicing compensation in respect of the Mortgage Loan,
unreimbursed servicing expenses incurred with respect to the Mortgage Loan
and any unreimbursed advances of delinquent payments made with respect to the
Mortgage Loan.
If any Mortgaged Property suffers damage such that the proceeds, if any,
of the related hazard insurance policy are insufficient to restore fully the
damaged property, the Master Servicer will not be required to expend its own
funds to effect such restoration unless (and to the extent not otherwise
provided in the related Prospectus Supplement) it determines (i) that such
restoration will increase the proceeds to Certificateholders on liquidation
of the Mortgage Loan after reimbursement of the Master Servicer for its
expenses and (ii) that such expenses will be recoverable by it from related
Insurance and Condemnation Proceeds or Liquidation Proceeds.
HAZARD INSURANCE POLICIES
Unless otherwise specified in the related Prospectus Supplement, each
Pooling Agreement will require the Master Servicer to cause each Mortgage
Loan borrower to maintain a hazard insurance policy that provides for such
coverage as is required under the related Mortgage or, if the Mortgage
permits the holder thereof to dictate to the borrower the insurance coverage
to be maintained on the related Mortgaged Property, such coverage as is
consistent with the requirements of the Servicing Standard.
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Unless otherwise specified in the related Prospectus Supplement, such
coverage generally will be in an amount equal to the lesser of the principal
balance owing on such Mortgage Loan and the replacement cost of the related
Mortgaged Property. The ability of a Master Servicer to assure that hazard
insurance proceeds are appropriately applied may be dependent upon its being
named as an additional insured under any hazard insurance policy and under
any other insurance policy referred to below, or upon the extent to which
information concerning covered losses is furnished by borrowers. All amounts
collected by a Master Servicer under any such policy (except for amounts to
be applied to the restoration or repair of the Mortgaged Property or released
to the borrower in accordance with the Master Servicer's normal servicing
procedures and/or to the terms and conditions of the related Mortgage and
Mortgage Note) will be deposited in the related Certificate Account. The
Pooling Agreement may provide that the Master Servicer may satisfy its
obligation to cause each borrower to maintain such a hazard insurance policy
by maintaining a blanket policy insuring against hazard losses on all of the
Mortgage Loans in a Trust Fund. If such blanket policy contains a deductible
clause, the Master Servicer will be required, in the event of a casualty
covered by such blanket policy, to deposit in the related Certificate Account
all sums that would have been deposited therein but for such deductible
clause.
In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by
fire, lightning, explosion, smoke, windstorm and hail, and riot, strike and
civil commotion, subject to the conditions and exclusions specified in each
policy. Although the policies covering the Mortgaged Properties will be
underwritten by different insurers under different state laws in accordance
with different applicable state forms, and therefore will not contain
identical terms and conditions, most such policies typically do not cover any
physical damage resulting from war, revolution, governmental actions, floods
and other water-related causes, earth movement (including earthquakes,
landslides and mudflows), wet or dry rot, vermin, domestic animals and
certain other kinds of risks. Accordingly, a Mortgaged Property may not be
insured for losses arising from any such cause unless the related Mortgage
specifically requires, or permits the holder thereof to require, such
coverage.
The hazard insurance policies covering the Mortgaged Properties will
typically contain co-insurance clauses that in effect require an insured at
all times to carry insurance of a specified percentage (generally 80% to 90%)
of the full replacement value of the improvements on the property in order to
recover the full amount of any partial loss. If the insured's coverage falls
below this specified percentage, such clauses generally provide that the
insurer's liability in the event of partial loss does not exceed the lesser
of (i) the replacement cost of the improvements less physical depreciation
and (ii) such proportion of the loss as the amount of insurance carried bears
to the specified percentage of the full replacement cost of such
improvements.
DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS
Certain of the Mortgage Loans may contain a due-on-sale clause that
entitles the lender to accelerate payment of the Mortgage Loan upon any sale
or other transfer of the related Mortgaged Property made without the lender's
consent. Certain of the Mortgage Loans may also contain a due-on-encumbrance
clause that entitles the lender to accelerate the maturity of the Mortgage
Loan upon the creation of any other lien or encumbrance upon the Mortgaged
Property. Unless otherwise provided in the related Prospectus Supplement, the
Master Servicer will determine whether to exercise any right the Trustee may
have under any such provision in a manner consistent with the Servicing
Standard. Unless otherwise specified in the related Prospectus Supplement,
the Master Servicer will be entitled to retain as additional servicing
compensation any fee collected in connection with the permitted transfer of a
Mortgaged Property. See "Certain Legal Aspects of Mortgage Loans--Due-on-Sale
and Due-on-Encumbrance".
SERVICING COMPENSATION AND PAYMENT OF EXPENSES
Unless otherwise specified in the related Prospectus Supplement, a Master
Servicer's primary servicing compensation with respect to a series of
Certificates will come from the periodic payment to it of a specified portion
of the interest payments on each Mortgage Loan in the related Trust Fund.
Because that compensation is generally based on a percentage of the principal
balance of each such Mortgage
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Loan outstanding from time to time, it will decrease in accordance with the
amortization of the Mortgage Loans. The Prospectus Supplement with respect to
a series of Certificates may provide that, as additional compensation, the
Master Servicer may retain all or a portion of late payment charges,
Prepayment Premiums, modification fees and other fees collected from
borrowers and any interest or other income that may be earned on funds held
in the Certificate Account. Any Sub-Servicer will receive a portion of the
Master Servicer's compensation as its sub-servicing compensation.
In addition to amounts payable to any Sub-Servicer, a Master Servicer may
be required, to the extent provided in the related Prospectus Supplement, to
pay from amounts that represent its servicing compensation certain expenses
incurred in connection with the administration of the related Trust Fund,
including, without limitation, payment of the fees and disbursements of
independent accountants and payment of expenses incurred in connection with
distributions and reports to Certificateholders. Certain other expenses,
including certain expenses related to Mortgage Loan defaults and liquidations
and, to the extent so provided in the related Prospectus Supplement, interest
on such expenses at the rate specified therein, and the fees of any Special
Servicer, may be required to be borne by the Trust Fund.
If and to the extent provided in the related Prospectus Supplement, a
Master Servicer may be required to apply a portion of the servicing
compensation otherwise payable to it in respect of any period to Prepayment
Interest Shortfalls. See "Yield and Maturity Considerations--Certain
Shortfalls in Collections of Interest".
EVIDENCE AS TO COMPLIANCE
Unless otherwise provided in the related Prospectus Supplement, each
Pooling Agreement will require, on or before a specified date in each year,
the Master Servicer to cause a firm of independent public accountants to
furnish to the Trustee a statement to the effect that, on the basis of the
examination by such firm conducted substantially in compliance with either
the Uniform Single Audit Program for Mortgage Bankers or the Audit Program
for Mortgages serviced for FHLMC, the servicing by or on behalf of the Master
Servicer of mortgage loans under pooling and servicing agreements
substantially similar to each other (which may include such Pooling
Agreement) was conducted through the preceding calendar year or other
specified twelve month period in compliance with the terms of such agreements
except for any significant exceptions or errors in records that, in the
opinion of the firm, either the Audit Program for Mortgages serviced for
FHLMC, or paragraph 4 of the Uniform Single Audit Program for Mortgage
Bankers, requires it to report.
Each Pooling Agreement will also require, on or before a specified date in
each year, the Master Servicer to furnish to the Trustee a statement signed
by one or more officers of the Master Servicer to the effect that the Master
Servicer has fulfilled its material obligations under such Pooling Agreement
throughout the preceding calendar year or other specified twelve month
period.
CERTAIN MATTERS REGARDING THE MASTER SERVICER AND THE DEPOSITOR
The entity serving as Master Servicer under a Pooling Agreement may be an
affiliate of the Depositor and may have other normal business relationships
with the Depositor or the Depositor's affiliates. Unless otherwise specified
in the Prospectus Supplement for a series of Certificates, the related
Pooling Agreement will permit the Master Servicer to resign from its
obligations thereunder only upon (a) the appointment of, and the acceptance
of such appointment by, a successor thereto and receipt by the Trustee of
written confirmation from each applicable Rating Agency that such resignation
and appointment will not have an adverse effect on the rating assigned by
such Rating Agency to any class of Certificates of such series or (b) a
determination that such obligations are no longer permissible under
applicable law or are in material conflict by reason of applicable law with
any other activities carried on by it. No such resignation will become
effective until the Trustee or a successor servicer has assumed the Master
Servicer's obligations and duties under the Pooling Agreement. Unless
otherwise specified in the related Prospectus Supplement, the Master Servicer
for each Trust Fund will be required to maintain a fidelity bond and errors
and omissions policy or their equivalent that provides coverage against
losses that may be sustained as a result of an officer's or employee's
misappropriation of funds or errors and
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omissions, subject to certain limitations as to amount of coverage,
deductible amounts, conditions, exclusions and exceptions permitted by the
related Pooling Agreement.
Unless otherwise specified in the related Prospectus Supplement, each
Pooling Agreement will further provide that none of the Master Servicer, the
Depositor or any director, officer, employee or agent of either of them will
be under any liability to the related Trust Fund or Certificateholders for
any action taken, or not taken, in good faith pursuant to the Pooling
Agreement or for errors in judgment; provided, however, that none of the
Master Servicer, the Depositor or any such person will be protected against
any breach of a representation, warranty or covenant made in such Pooling
Agreement, or against any expense or liability that such person is
specifically required to bear pursuant to the terms of such Pooling
Agreement, or against any liability that would otherwise be imposed by reason
of willful misfeasance, bad faith or gross negligence in the performance of
obligations or duties thereunder or by reason of reckless disregard of such
obligations and duties. Unless otherwise specified in the related Prospectus
Supplement, each Pooling Agreement will further provide that the Master
Servicer, the Depositor and any director, officer, employee or agent of
either of them will be entitled to indemnification by the related Trust Fund
against any loss, liability or expense incurred in connection with any legal
action that relates to such Pooling Agreement or the related series of
Certificates; provided, however, that such indemnification will not extend to
any loss, liability or expense (i) that such person is specifically required
to bear pursuant to the terms of such agreement, or is incidental to the
performance of obligations and duties thereunder and is not otherwise
reimbursable pursuant to such Pooling Agreement; (ii) incurred in connection
with any breach of a representation, warranty or covenant made in such
Pooling Agreement; (iii) incurred by reason of misfeasance, bad faith or
gross negligence in the performance of obligations or duties under such
Pooling Agreement, or by reason of reckless disregard of such obligations or
duties; or (iv) incurred in connection with any violation of any state or
federal securities law. In addition, each Pooling Agreement will provide that
neither the Master Servicer nor the Depositor will be under any obligation to
appear in, prosecute or defend any legal action that is not incidental to its
respective responsibilities under the Pooling Agreement and that in its
opinion may involve it in any expense or liability. However, each of the
Master Servicer and the Depositor will be permitted, in the exercise of its
discretion, to undertake any such action that it may deem necessary or
desirable with respect to the enforcement and/or protection of the rights and
duties of the parties to the Pooling Agreement and the interests of the
related series of Certificateholders thereunder. In such event, the legal
expenses and costs of such action, and any liability resulting therefrom,
will be expenses, costs and liabilities of the related series of
Certificateholders, and the Master Servicer or the Depositor, as the case may
be, will be entitled to charge the related Certificate Account therefor.
Any person into which the Master Servicer or the Depositor may be merged
or consolidated, or any person resulting from any merger or consolidation to
which the Master Servicer or the Depositor is a party, or any person
succeeding to the business of the Master Servicer or the Depositor, will be
the successor of the Master Servicer or the Depositor, as the case may be,
under the related Pooling Agreement.
EVENTS OF DEFAULT
Unless otherwise provided in the Prospectus Supplement for a series of
Certificates, "Events of Default" under the related Pooling Agreement will
include (i) any failure by the Master Servicer to distribute or cause to be
distributed to the Certificateholders of such series, or to remit to the
Trustee for distribution to such Certificateholders, any amount required to
be so distributed or remitted, which failure continues unremedied for five
days after written notice thereof has been given to the Master Servicer by
the Trustee or the Depositor, or to the Master Servicer, the Depositor and
the Trustee by Certificateholders entitled to not less than 25% (or such
other percentage specified in the related Prospectus Supplement) of the
Voting Rights for such series; (ii) any failure by the Master Servicer duly
to observe or perform in any material respect any of its other covenants or
obligations under the related Pooling Agreement, which failure continues
unremedied for sixty days after written notice thereof has been given to the
Master Servicer by the Trustee or the Depositor, or to the Master Servicer,
the Depositor and the Trustee by Certificateholders entitled to not less than
25% (or such other percentage specified in the related Prospectus Supplement)
of the Voting Rights for such series; and (iii) certain events of insolvency,
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readjustment of debt, marshalling of assets and liabilities, or similar
proceedings in respect of or relating to the Master Servicer and certain
actions by or on behalf of the Master Servicer indicating its insolvency or
inability to pay its obligations. Material variations to the foregoing Events
of Default (other than to add thereto or shorten cure periods or eliminate
notice requirements) will be specified in the related Prospectus Supplement.
RIGHTS UPON EVENT OF DEFAULT
If an Event of Default occurs with respect to the Master Servicer under a
Pooling Agreement, then, in each and every such case, so long as the Event of
Default remains unremedied, the Depositor or the Trustee will be authorized,
and at the direction of Certificateholders of the related series entitled to
not less than 51% (or such other percentage specified in the related
Prospectus Supplement) of the Voting Rights for such series, the Trustee will
be required, to terminate all of the rights and obligations of the Master
Servicer as master servicer under the Pooling Agreement, whereupon the
Trustee will succeed to all of the responsibilities, duties and liabilities
of the Master Servicer under the Pooling Agreement (except that if the Master
Servicer is required to make advances thereunder regarding delinquent
Mortgage Loans, but the Trustee is prohibited by law from obligating itself
to do so, or if the related Prospectus Supplement so specifies, the Trustee
will not be obligated to make such advances) and will be entitled to similar
compensation arrangements. Unless otherwise specified in the related
Prospectus Supplement, if the Trustee is unwilling or unable so to act, it
may (or, at the written request of Certificateholders of the related series
entitled to not less than 51% (or such other percentage specified in the
related Prospectus Supplement) of the Voting Rights for such series, it will
be required to) appoint, or petition a court of competent jurisdiction to
appoint, a loan servicing institution that (unless otherwise provided in the
related Prospectus Supplement) is acceptable to each applicable Rating Agency
to act as successor to the Master Servicer under the Pooling Agreement.
Pending such appointment, the Trustee will be obligated to act in such
capacity.
No Certificateholder will have the right under any Pooling Agreement to
institute any proceeding with respect thereto unless such holder previously
has given to the Trustee written notice of default and unless
Certificateholders of the same series entitled to not less than 25% (or such
other percentage specified in the related Prospectus Supplement) of the
Voting Rights for such series shall have made written request upon the
Trustee to institute such proceeding in its own name as Trustee thereunder
and shall have offered to the Trustee reasonable indemnity, and the Trustee
for sixty days (or such other period specified in the related Prospectus
Supplement) shall have neglected or refused to institute any such proceeding.
The Trustee, however, will be under no obligation to exercise any of the
trusts or powers vested in it by any Pooling Agreement or to make any
investigation of matters arising thereunder or to institute, conduct or
defend any litigation thereunder or in relation thereto at the request, order
or direction of any of the holders of Certificates of the related series,
unless such Certificateholders have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which may
be incurred therein or thereby.
AMENDMENT
Each Pooling Agreement may be amended by the respective parties thereto,
without the consent of any of the holders of the related series of
Certificates, (i) to cure any ambiguity, (ii) to correct a defective
provision therein or to correct, modify or supplement any provision therein
that may be inconsistent with any other provision therein, (iii) to add any
other provisions with respect to matters or questions arising under the
Pooling Agreement that are not inconsistent with the provisions thereof, (iv)
to comply with any requirements imposed by the Code, or (v) for any other
purpose; provided that such amendment (other than an amendment for the
specific purpose referred to in clause (iv) above) may not (as evidenced by
an opinion of counsel to such effect satisfactory to the Trustee) adversely
affect in any material respect the interests of any such holder; and provided
further that such amendment (other than an amendment for one of the specific
purposes referred to in clauses (i) through (iv) above) must be acceptable to
each applicable Rating Agency. Unless otherwise specified in the related
Prospectus Supplement, each Pooling Agreement may also be amended by the
respective parties thereto, with the consent of the holders of the
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related series of Certificates entitled to not less than 51% (or such other
percentage specified in the related Prospectus Supplement) of the Voting
Rights for such series allocated to the affected classes, for any purpose;
provided that, unless otherwise specified in the related Prospectus
Supplement, no such amendment may (i) reduce in any manner the amount of, or
delay the timing of, payments received or advanced on Mortgage Loans that are
required to be distributed in respect of any Certificate without the consent
of the holder of such Certificate, (ii) adversely affect in any material
respect the interests of the holders of any class of Certificates, in a
manner other than as described in clause (i), without the consent of the
holders of all Certificates of such class or (iii) modify the provisions of
the Pooling Agreement described in this paragraph without the consent of the
holders of all Certificates of the related series. However, unless otherwise
specified in the related Prospectus Supplement, the Trustee will be
prohibited from consenting to any amendment of a Pooling Agreement pursuant
to which one or more REMIC elections are to be or have been made unless the
Trustee shall first have received an opinion of counsel to the effect that
such amendment will not result in the imposition of a tax on the related
Trust Fund or cause the related Trust Fund (or designated portion thereof) to
fail to qualify as a REMIC at any time that the related Certificates are
outstanding.
LIST OF CERTIFICATEHOLDERS
Unless otherwise specified in the related Prospectus Supplement, upon
written request of three or more Certificateholders of record made for
purposes of communicating with other holders of Certificates of the same
series with respect to their rights under the related Pooling Agreement, the
Trustee or other specified person will afford such Certificateholders access
during normal business hours to the most recent list of Certificateholders of
that series held by such person. If such list is of a date more than 90 days
prior to the date of receipt of such Certificateholders' request, then such
person, if not the registrar for such series of Certificates, will be
required to request from such registrar a current list and to afford such
requesting Certificateholders access thereto promptly upon receipt.
THE TRUSTEE
The Trustee under each Pooling Agreement will be named in the related
Prospectus Supplement. The commercial bank, national banking association,
banking corporation or trust company that serves as Trustee may have typical
banking relationships with the Depositor and its affiliates and with any
Master Servicer or Special Servicer and its affiliates.
DUTIES OF THE TRUSTEE
The Trustee for each series of Certificates will make no representation as
to the validity or sufficiency of the related Pooling Agreement, the
Certificates or any underlying Mortgage Loan or related document and will not
be accountable for the use or application by or on behalf of the Master
Servicer for such series of any funds paid to the Master Servicer or any
Special Servicer in respect of the Certificates or the underlying Mortgage
Loans, or any funds deposited into or withdrawn from the Certificate Account
or any other account for such series by or on behalf of the Master Servicer
or any Special Servicer. If no Event of Default has occurred and is
continuing, the Trustee for each series of Certificates will be required to
perform only those duties specifically required under the related Pooling
Agreement. However, upon receipt of any of the various certificates, reports
or other instruments required to be furnished to it pursuant to the related
Pooling Agreement, a Trustee will be required to examine such documents and
to determine whether they conform to the requirements of such agreement.
CERTAIN MATTERS REGARDING THE TRUSTEE
As and to the extent described in the related Prospectus Supplement, the
fees and normal disbursements of any Trustee may be the expense of the
related Master Servicer or other specified person or may be required to be
borne by the related Trust Fund.
Unless otherwise specified in the related Prospectus Supplement, the
Trustee for each series of Certificates will be entitled to indemnification,
from amounts held in the Certificate Account for such
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series, for any loss, liability or expense incurred by the Trustee in
connection with the Trustee's acceptance or administration of its trusts
under the related Pooling Agreement; provided, however, that such
indemnification will not extend to any loss, liability or expense that
constitutes a specific liability imposed on the Trustee pursuant to the
related Pooling Agreement, or to any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence on the part of
the Trustee in the performance of its obligations and duties thereunder, or
by reason of its reckless disregard of such obligations or duties, or as may
arise from a breach of any representation, warranty or covenant of the
Trustee made therein.
Unless otherwise specified in the related Prospectus Supplement, the
Trustee for each series of Certificates will be entitled to execute any of
its trusts or powers under the related Pooling Agreement or perform any of
its duties thereunder either directly or by or through agents or attorneys,
and the Trustee will not be responsible for any willful misconduct or gross
negligence on the part of any such agent or attorney appointed by it with due
care.
RESIGNATION AND REMOVAL OF THE TRUSTEE
A Trustee will be permitted at any time to resign from its obligations and
duties under the related Pooling Agreement by giving written notice thereof
to the Depositor. Upon receiving such notice of resignation, the Depositor
(or such other person as may be specified in the related Prospectus
Supplement) will be required to use its best efforts to promptly appoint a
successor trustee. If no successor trustee shall have accepted an appointment
within a specified period after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction to appoint
a successor trustee.
If at any time a Trustee ceases to be eligible to continue as such under
the related Pooling Agreement, or if at any time the Trustee becomes
incapable of acting, or if certain events of (or proceedings in respect of)
bankruptcy or insolvency occur with respect to the Trustee, the Depositor
will be authorized to remove the Trustee and appoint a successor trustee. In
addition, holders of the Certificates of any series entitled to at least 51%
(or such other percentage specified in the related Prospectus Supplement) of
the Voting Rights for such series may at any time (with or without cause)
remove the Trustee under the related Pooling Agreement and appoint a
successor trustee.
Any resignation or removal of a Trustee and appointment of a successor
trustee will not become effective until acceptance of appointment by the
successor trustee.
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DESCRIPTION OF CREDIT SUPPORT
GENERAL
Credit Support may be provided with respect to one or more classes of the
Certificates of any series, or with respect to the related Mortgage Assets.
Credit Support may be in the form of letters of credit,
overcollateralization, the subordination of one or more classes of
Certificates, insurance policies, surety bonds, guarantees or reserve funds,
or any combination of the foregoing. If so provided in the related Prospectus
Supplement, any form of Credit Support may provide credit enhancement for
more than one series of Certificates to the extent described therein.
Unless otherwise provided in the related Prospectus Supplement for a
series of Certificates, the Credit Support will not provide protection
against all risks of loss and will not guarantee payment to
Certificateholders of all amounts to which they are entitled under the
related Pooling Agreement. If losses or shortfalls occur that exceed the
amount covered by the related Credit Support or that are not covered by such
Credit Support, Certificateholders will bear their allocable share of
deficiencies. Moreover, if a form of Credit Support covers more than one
series of Certificates, holders of Certificates of one series will be subject
to the risk that such Credit Support will be exhausted by the claims of the
holders of Certificates of one or more other series before the former receive
their intended share of such coverage.
If Credit Support is provided with respect to one or more classes of
Certificates of a series, or with respect to the related Mortgage Assets, the
related Prospectus Supplement will include a description of (i) the nature
and amount of coverage under such Credit Support, (ii) any conditions to
payment thereunder not otherwise described herein, (iii) the conditions (if
any) under which the amount of coverage under such Credit Support may be
reduced and under which such Credit Support may be terminated or replaced and
(iv) the material provisions relating to such Credit Support. Additionally,
the related Prospectus Supplement will set forth certain information with
respect to the obligor under any instrument of Credit Support, including (i)
a brief description of its principal business activities, (ii) its principal
place of business, place of incorporation and the jurisdiction under which it
is chartered or licensed to do business, (iii) if applicable, the identity of
regulatory agencies that exercise primary jurisdiction over the conduct of
its business and (iv) its total assets, and its stockholders' equity or
policyholders' surplus, if applicable, as of a date that will be specified in
the Prospectus Supplement. See "Risk Factors--Credit Support Limitations".
SUBORDINATE CERTIFICATES
If so specified in the related Prospectus Supplement, one or more classes
of Certificates of a series may be Subordinate Certificates. To the extent
specified in the related Prospectus Supplement, the rights of the holders of
Subordinate Certificates to receive distributions from the Certificate
Account on any Distribution Date will be subordinated to the corresponding
rights of the holders of Senior Certificates. If so provided in the related
Prospectus Supplement, the subordination of a class may apply only in the
event of (or may be limited to) certain types of losses or shortfalls. The
related Prospectus Supplement will set forth information concerning the
method and amount of subordination provided by a class or classes of
Subordinate Certificates in a series and the circumstances under which such
subordination will be available.
CROSS-SUPPORT PROVISIONS
If the Mortgage Assets in any Trust Fund are divided into separate groups,
each supporting a separate class or classes of Certificates of the related
series, Credit Support may be provided by cross-support provisions requiring
that distributions be made on Senior Certificates evidencing interests in one
group of Mortgage Assets prior to distributions on Subordinate Certificates
evidencing interests in a different group of Mortgage Assets within the Trust
Fund. The Prospectus Supplement for a series that includes a cross-support
provision will describe the manner and conditions for applying such
provisions.
INSURANCE OR GUARANTEES WITH RESPECT TO MORTGAGE LOANS
If so provided in the Prospectus Supplement for a series of Certificates,
Mortgage Loans included in the related Trust Fund will be covered for certain
default risks by insurance policies or guarantees. To the
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extent deemed by the Depositor to be material, a copy of each such instrument
will accompany the Current Report on Form 8-K to be filed with the Commission
within 15 days of issuance of the Certificates of the related series.
LETTER OF CREDIT
If so provided in the Prospectus Supplement for a series of Certificates,
deficiencies in amounts otherwise payable on such Certificates or certain
classes thereof will be covered by one or more letters of credit, issued by a
bank or financial institution specified in such Prospectus Supplement (the
"L/C Bank"). Under a letter of credit, the L/C Bank will be obligated to
honor draws thereunder in an aggregate fixed dollar amount, net of
unreimbursed payments thereunder, generally equal to a percentage specified
in the related Prospectus Supplement of the aggregate principal balance of
the Mortgage Assets on the related Cut-off Date or of the initial aggregate
Certificate Balance of one or more classes of Certificates. If so specified
in the related Prospectus Supplement, the letter of credit may permit draws
only in the event of certain types of losses and shortfalls. The amount
available under the letter of credit will, in all cases, be reduced to the
extent of the unreimbursed payments thereunder and may otherwise be reduced
as described in the related Prospectus Supplement. The obligations of the L/C
Bank under the letter of credit for each series of Certificates will expire
at the earlier of the date specified in the related Prospectus Supplement or
the termination of the Trust Fund. A copy of any such letter of credit will
accompany the Current Report on Form 8-K to be filed with the Commission
within 15 days of issuance of the Certificates of the related series.
CERTIFICATE INSURANCE AND SURETY BONDS
If so provided in the Prospectus Supplement for a series of Certificates,
deficiencies in amounts otherwise payable on such Certificates or certain
classes thereof will be covered by insurance policies and/or surety bonds
provided by one or more insurance companies or sureties. Such instruments may
cover, with respect to one or more classes of Certificates of the related
series, timely distributions of interest and/or full distributions of
principal on the basis of a schedule of principal distributions set forth in
or determined in the manner specified in the related Prospectus Supplement.
The related Prospectus Supplement will describe any limitations on the draws
that may be made under any such instrument. A copy of any such instrument
will accompany the Current Report on Form 8-K to be filed with the Commission
within 15 days of issuance of the Certificates of the related series.
RESERVE FUNDS
If so provided in the Prospectus Supplement for a series of Certificates,
deficiencies in amounts otherwise payable on such Certificates or certain
classes thereof will be covered (to the extent of available funds) by one or
more reserve funds in which cash, a letter of credit, Permitted Investments,
a demand note or a combination thereof will be deposited, in the amounts
specified in such Prospectus Supplement. If so specified in the related
Prospectus Supplement, the reserve fund for a series may also be funded over
time by a specified amount of the collections received on the related
Mortgage Assets.
Amounts on deposit in any reserve fund for a series, together with the
reinvestment income thereon, if any, will be applied for the purposes, in the
manner, and to the extent specified in the related Prospectus Supplement. If
so specified in the related Prospectus Supplement, reserve funds may be
established to provide protection only against certain types of losses and
shortfalls. Following each Distribution Date, amounts in a reserve fund in
excess of any amount required to be maintained therein may be released from
the reserve fund under the conditions and to the extent specified in the
related Prospectus Supplement.
If so specified in the related Prospectus Supplement, amounts deposited in
any reserve fund will be invested in Permitted Investments. Unless otherwise
specified in the related Prospectus Supplement, any reinvestment income or
other gain from such investments will be credited to the related reserve fund
for such series, and any loss resulting from such investments will be charged
to such reserve fund. However, such income may be payable to any related
Master Servicer or another service provider as additional compensation for
its services. The reserve fund, if any, for a series will not be a part of
the Trust Fund unless otherwise specified in the related Prospectus
Supplement.
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CREDIT SUPPORT WITH RESPECT TO MBS
If so provided in the Prospectus Supplement for a series of Certificates,
any MBS included in the related Trust Fund and/or the related underlying
mortgage loans may be covered by one or more of the types of Credit Support
described herein. The related Prospectus Supplement will specify, as to each
such form of Credit Support, the information indicated above with respect
thereto, to the extent such information is material and available.
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS
The following discussion contains general summaries of certain legal
aspects of loans secured by commercial and multifamily residential
properties. Because such legal aspects are governed by applicable state law
(which laws may differ substantially), the summaries do not purport to be
complete, to reflect the laws of any particular state, or to encompass the
laws of all states in which the security for the Mortgage Loans (or mortgage
loans underlying any MBS) is situated. Accordingly, the summaries are
qualified in their entirety by reference to the applicable laws of those
states. See "Description of the Trust Funds--Mortgage Loans". For purposes of
the following discussion, "Mortgage Loan" includes a mortgage loan underlying
an MBS.
GENERAL
Each Mortgage Loan will be evidenced by a note or bond and secured by an
instrument granting a security interest in real property, which may be a
mortgage, deed of trust or a deed to secure debt, depending upon the
prevailing practice and law in the state in which the related Mortgaged
Property is located. Mortgages, deeds of trust and deeds to secure debt are
herein collectively referred to as "mortgages". A mortgage creates a lien
upon, or grants a title interest in, the real property covered thereby, and
represents the security for the repayment of the indebtedness customarily
evidenced by a promissory note. The priority of the lien created or interest
granted will depend on the terms of the mortgage and, in some cases, on the
terms of separate subordination agreements or intercreditor agreements with
others that hold interests in the real property, the knowledge of the parties
to the mortgage and, generally, the order of recordation of the mortgage in
the appropriate public recording office. However, the lien of a recorded
mortgage will generally be subordinate to later-arising liens for real estate
taxes and assessments and other charges imposed under governmental police
powers.
TYPES OF MORTGAGE INSTRUMENTS
There are two parties to a mortgage: a mortgagor (the borrower and usually
the owner of the subject property) and a mortgagee (the lender). In contrast,
a deed of trust is a three-party instrument, among a trustor (the equivalent
of a borrower), a trustee to whom the real property is conveyed, and a
beneficiary (the lender) for whose benefit the conveyance is made. Under a
deed of trust, the trustor grants the property, irrevocably until the debt is
paid, in trust and generally with a power of sale, to the trustee to secure
repayment of the indebtedness evidenced by the related note. A deed to secure
debt typically has two parties. The grantor (the borrower) conveys title to
the real property to the grantee (the lender) generally with a power of sale,
until such time as the debt is repaid. In a case where the borrower is a land
trust, there would be an additional party because legal title to the property
is held by a land trustee under a land trust agreement for the benefit of the
borrower. At origination of a mortgage loan involving a land trust, the
borrower executes a separate undertaking to make payments on the mortgage
note. The mortgagee's authority under a mortgage, the trustee's authority
under a deed of trust and the grantee's authority under a deed to secure debt
are governed by the express provisions of the related instrument, the law of
the state in which the real property is located, certain federal laws
(including, without limitation, the Soldiers' and Sailors' Civil Relief Act
of 1940) and, in some deed of trust transactions, the directions of the
beneficiary.
LEASES AND RENTS
Mortgages that encumber income-producing property often contain an
assignment of rents and leases, pursuant to which the borrower assigns to the
lender the borrower's right, title and interest as
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landlord under each lease and the income derived therefrom, while (unless
rents are to be paid directly to the lender) retaining a revocable license to
collect the rents for so long as there is no default. If the borrower
defaults, the license terminates and the lender is entitled to collect the
rents. Local law may require that the lender take possession of the property
and/or obtain a court-appointed receiver before becoming entitled to collect
the rents.
In most states, hotel and motel room rates are considered accounts
receivable under the Uniform Commercial Code ("UCC"); in cases where hotels
or motels constitute loan security, the rates are generally pledged by the
borrower as additional security for the loan. In general, the lender must
file financing statements in order to perfect its security interest in the
rates and must file continuation statements, generally every five years, to
maintain perfection of such security interest. Even if the lender's security
interest in room rates is perfected under the UCC, it may be required to
commence a foreclosure action or otherwise take possession of the property in
order to collect the room rates following a default. See "--Bankruptcy Laws".
PERSONALTY
In the case of certain types of mortgaged properties, such as hotels,
motels and nursing homes, personal property (to the extent owned by the
borrower and not previously pledged) may constitute a significant portion of
the property's value as security. The creation and enforcement of liens on
personal property are governed by the UCC. Accordingly, if a borrower pledges
personal property as security for a mortgage loan, the lender generally must
file UCC financing statements in order to perfect its security interest
therein, and must file continuation statements, generally every five years,
to maintain that perfection.
FORECLOSURE
General. Foreclosure is a legal procedure that allows the lender to
recover its mortgage debt by enforcing its rights and available legal
remedies under the mortgage. If the borrower defaults in payment or
performance of its obligations under the note or mortgage, the lender has the
right to institute foreclosure proceedings to sell the real property at
public auction to satisfy the indebtedness.
Foreclosure procedures vary from state to state. Two primary methods of
foreclosing a mortgage are judicial foreclosure, involving court proceedings,
and non-judicial foreclosure pursuant to a power of sale granted in the
mortgage instrument. Other foreclosure procedures are available in some
states, but they are either infrequently used or available only in limited
circumstances.
A foreclosure action is subject to most of the delays and expenses of
other lawsuits if defenses are raised or counterclaims are interposed, and
sometimes requires several years to complete. Moreover, as discussed below,
even a non-collusive, regularly conducted foreclosure sale may be challenged
as a fraudulent conveyance, regardless of the parties' intent, if a court
determines that the sale was for less than fair consideration and such sale
occurred while the borrower was insolvent and within a specified period prior
to the borrower's filing for bankruptcy protection.
Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a
court having jurisdiction over the mortgaged property. Generally, the action
is initiated by the service of legal pleadings upon all parties having a
subordinate interest of record in the real property and all parties in
possession of the property, under leases or otherwise, whose interests are
subordinate to the mortgage. Delays in completion of the foreclosure may
occasionally result from difficulties in locating defendants. When the
lender's right to foreclose is contested, the legal proceedings can be
time-consuming. Upon successful completion of a judicial foreclosure
proceeding, the court generally issues a judgment of foreclosure and appoints
a referee or other officer to conduct a public sale of the mortgaged
property, the proceeds of which are used to satisfy the judgment. Such sales
are made in accordance with procedures that vary from state to state.
Equitable Limitations on Enforceability of Certain Provisions. United
States courts have traditionally imposed general equitable principles to
limit the remedies available to lenders in foreclosure actions.
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These principles are generally designed to relieve borrowers from the effects
of mortgage defaults perceived as harsh or unfair. Relying on such
principles, a court may alter the specific terms of a loan to the extent it
considers necessary to prevent or remedy an injustice, undue oppression or
overreaching, or may require the lender to undertake affirmative actions to
determine the cause of the borrower's default and the likelihood that the
borrower will be able to reinstate the loan. In some cases, courts have
substituted their judgment for the lenders and have required that lenders
reinstate loans or recast payment schedules in order to accommodate borrowers
who are suffering from a temporary financial disability. In other cases,
courts have limited the right of the lender to foreclose in the case of a
non-monetary default, such as a failure to adequately maintain the mortgaged
property or an impermissible further encumbrance of the mortgaged property.
Finally, some courts have addressed the issue of whether federal or state
constitutional provisions reflecting due process concerns for adequate notice
require that a borrower receive notice in addition to statutorily-prescribed
minimum notice. For the most part, these cases have upheld the reasonableness
of the notice provisions or have found that a public sale under a mortgage
providing for a power of sale does not involve sufficient state action to
trigger constitutional protections.
Non-Judicial Foreclosure/Power of Sale. Foreclosure of a deed of trust is
generally accomplished by a non-judicial trustee's sale pursuant to a power
of sale typically granted in the deed of trust. A power of sale may also be
contained in any other type of mortgage instrument if applicable law so
permits. A power of sale under a deed of trust allows a non-judicial public
sale to be conducted generally following a request from the
beneficiary/lender to the trustee to sell the property upon default by the
borrower and after notice of sale is given in accordance with the terms of
the mortgage and applicable state law. In some states, prior to such sale,
the trustee under the deed of trust must record a notice of default and
notice of sale and send a copy to the borrower and to any other party who has
recorded a request for a copy of a notice of default and notice of sale. In
addition, in some states the trustee must provide notice to any other party
having an interest of record in the real property, including junior
lienholders. A notice of sale must be posted in a public place and, in most
states, published for a specified period of time in one or more newspapers.
The borrower or junior lienholder may then have the right, during a
reinstatement period required in some states, to cure the default by paying
the entire actual amount in arrears (without regard to the acceleration of
the indebtedness), plus the lender's expenses incurred in enforcing the
obligation. In other states, the borrower or the junior lienholder is not
provided a period to reinstate the loan, but has only the right to pay off
the entire debt to prevent the foreclosure sale. Generally, state law governs
the procedure for public sale, the parties entitled to notice, the method of
giving notice and the applicable time periods.
Public Sale. A third party may be unwilling to purchase a mortgaged
property at a public sale because of the difficulty in determining the value
of such property at the time of sale, due to, among other things, redemption
rights which may exist and the possibility of physical deterioration of the
property during the foreclosure proceedings. Potential buyers may be
reluctant to purchase property at a foreclosure sale as a result of the 1980
decision of the United States Court of Appeals for the Fifth Circuit in
Durrett v. Washington National Insurance Company and other decisions that
have followed its reasoning. The court in Durrett held that even a
non-collusive, regularly conducted foreclosure sale was a fraudulent transfer
under the federal Bankruptcy Code, as amended from time to time (11 U.S.C.)
and, therefore, could be rescinded in favor of the bankrupt's estate, if (i)
the foreclosure sale was held while the debtor was insolvent and not more
than one year prior to the filing of the bankruptcy petition and (ii) the
price paid for the foreclosed property did not represent "fair consideration"
("reasonably equivalent value" under the Bankruptcy Code). Although the
reasoning and result of Durrett in respect of the Bankruptcy Code was
rejected by the United States Supreme Court in May 1994, the case could
nonetheless be persuasive to a court applying a state fraudulent conveyance
law which has provisions similar to those construed in Durrett. For these
reasons, it is common for the lender to purchase the mortgaged property for
an amount equal to the lesser of fair market value and the underlying debt
and accrued and unpaid interest plus the expenses of foreclosure. Generally,
state law controls the amount of foreclosure costs and expenses which may be
recovered by a lender. Thereafter, subject to the mortgagor's right in some
states to remain in possession during a redemption period, if applicable, the
lender will become the owner of the property and have both the benefits and
burdens of ownership of the mortgaged
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property. For example, the lender will have the obligation to pay debt
service on any senior mortgages, to pay taxes, obtain casualty insurance and
to make such repairs at its own expense as are necessary to render the
property suitable for sale. Frequently, the lender employs a third party
management company to manage and operate the property. The costs of operating
and maintaining a commercial or multifamily residential property may be
significant and may be greater than the income derived from that property.
The costs of management and operation of those mortgaged properties which are
hotels, motels or restaurants or nursing or convalescent homes or hospitals
may be particularly significant because of the expertise, knowledge and, with
respect to nursing or convalescent homes or hospitals, regulatory compliance,
required to run such operations and the effect which foreclosure and a change
in ownership may have on the public's and the industry's (including
franchisors') perception of the quality of such operations. The lender will
commonly obtain the services of a real estate broker and pay the broker's
commission in connection with the sale of the property. Depending upon market
conditions, the ultimate proceeds of the sale of the property may not equal
the amount of the mortgage against the property. Moreover, a lender commonly
incurs substantial legal fees and court costs in acquiring a mortgaged
property through contested foreclosure and/or bankruptcy proceedings.
Furthermore, a few states require that any environmental contamination at
certain types of properties be cleaned up before a property may be resold. In
addition, a lender may be responsible under federal or state law for the cost
of cleaning up a mortgaged property that is environmentally contaminated. See
"--Environmental Risks". Generally state law controls the amount of
foreclosure expenses and costs, including attorneys' fees, that may be
recovered by a lender.
The holder of a junior mortgage that forecloses on a mortgaged property
does so subject to senior mortgages and any other prior liens, and may be
obliged to keep senior mortgage loans current in order to avoid foreclosure
of its interest in the property. In addition, if the foreclosure of a junior
mortgage triggers the enforcement of a "due-on-sale" clause contained in a
senior mortgage, the junior mortgagee could be required to pay the full
amount of the senior mortgage indebtedness or face foreclosure.
Rights of Redemption. The purposes of a foreclosure action are to enable
the lender to realize upon its security and to bar the borrower, and all
persons who have interests in the property that are subordinate to that of
the foreclosing lender, from exercise of their "equity of redemption". The
doctrine of equity of redemption provides that, until the property encumbered
by a mortgage has been sold in accordance with a properly conducted
foreclosure and foreclosure sale, those having interests that are subordinate
to that of the foreclosing lender have an equity of redemption and may redeem
the property by paying the entire debt with interest. Those having an equity
of redemption must generally be made parties and joined in the foreclosure
proceeding in order for their equity of redemption to be terminated.
The equity of redemption is a common-law (non-statutory) right which
should be distinguished from post-sale statutory rights of redemption. In
some states, after sale pursuant to a deed of trust or foreclosure of a
mortgage, the borrower and foreclosed junior lienors are given a statutory
period in which to redeem the property. In some states, statutory redemption
may occur only upon payment of the foreclosure sale price. In other states,
redemption may be permitted if the former borrower pays only a portion of the
sums due. The effect of a statutory right of redemption is to diminish the
ability of the lender to sell the foreclosed property because the exercise of
a right of redemption would defeat the title of any purchaser through a
foreclosure. Consequently, the practical effect of the redemption right is to
force the lender to maintain the property and pay the expenses of ownership
until the redemption period has expired. In some states, a post-sale
statutory right of redemption may exist following a judicial foreclosure, but
not following a trustee's sale under a deed of trust.
Anti-Deficiency Legislation. Some or all of the Mortgage Loans may be
nonrecourse loans, as to which recourse in the case of default will be
limited to the Mortgaged Property and such other assets, if any, that were
pledged to secure the Mortgage Loan. However, even if a mortgage loan by its
terms provides for recourse to the borrower's other assets, a lender's
ability to realize upon those assets may be limited by state law. For
example, in some states a lender cannot obtain a deficiency judgment against
the borrower following foreclosure or sale under a deed of trust. A
deficiency judgment is a personal judgment against the former borrower equal
to the difference between the net amount realized upon the public sale of the
real property and the amount due to the lender. Other statutes may require
the lender
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to exhaust the security afforded under a mortgage before bringing a personal
action against the borrower. In certain other states, the lender has the
option of bringing a personal action against the borrower on the debt without
first exhausting such security; however, in some of those states, the lender,
following judgment on such personal action, may be deemed to have elected a
remedy and thus may be precluded from foreclosing upon the security.
Consequently, lenders in those states where such an election of remedy
provision exists will usually proceed first against the security. Finally,
other statutory provisions, designed to protect borrowers from exposure to
large deficiency judgments that might result from bidding at below-market
values at the foreclosure sale, limit any deficiency judgment to the excess
of the outstanding debt over the fair market value of the property at the
time of the sale.
Leasehold Risks. Mortgage Loans may be secured by a mortgage on the
borrower's leasehold interest in a ground lease. Leasehold mortgage loans are
subject to certain risks not associated with mortgage loans secured by a lien
on the fee estate of the borrower. The most significant of these risks is
that if the borrower's leasehold were to be terminated upon a lease default,
the leasehold mortgagee would lose its security. This risk may be lessened if
the ground lease requires the lessor to give the leasehold mortgagee notices
of lessee defaults and an opportunity to cure them, permits the leasehold
estate to be assigned to and by the leasehold mortgagee or the purchaser at a
foreclosure sale, and contains certain other protective provisions typically
included in a "mortgageable" ground lease.
Cooperative Shares. Mortgage Loans may be secured by a security interest
on the borrower's ownership interest in shares, and the proprietary leases
appurtenant thereto, allocable to cooperative dwelling units that may be
vacant or occupied by non-owner tenants. Such loans are subject to certain
risks not associated with mortgage loans secured by a lien on the fee estate
of a borrower in real property. Such a loan typically is subordinate to the
mortgage, if any, on the Cooperative's building which, if foreclosed, could
extinguish the equity in the building and the proprietary leases of the
dwelling units derived from ownership of the shares of the Cooperative.
Further, transfer of shares in a Cooperative are subject to various
regulations as well as to restrictions under the governing documents of the
Cooperative, and the shares may be cancelled in the event that associated
maintenance charges due under the related proprietary leases are not paid.
Typically, a recognition agreement between the lender and the Cooperative
provides, among other things, the lender with an opportunity to cure a
default under a proprietary lease.
Under the laws applicable in many states, "foreclosure" on Cooperative
shares is accomplished by a sale in accordance with the provisions of Article
9 of the UCC and the security agreement relating to the shares. Article 9 of
the UCC requires that a sale be conducted in a "commercially reasonable"
manner, which may be dependent upon, among other things, the notice given the
debtor and the method, manner, time, place and terms of the sale. Article 9
of the UCC provides that the proceeds of the sale will be applied first to
pay the costs and expenses of the sale and then to satisfy the indebtedness
secured by the lender's security interest. A recognition agreement, however,
generally provides that the lender's right to reimbursement is subject to the
right of the Cooperative to receive sums due under the proprietary leases.
BANKRUPTCY LAWS
Operation of the Bankruptcy Code and related state laws may interfere with
or affect the ability of a secured lender to realize upon collateral and/or
to enforce a deficiency judgment. For example, under the Bankruptcy Code,
virtually all actions (including foreclosure actions and deficiency judgment
proceedings) to collect a debt are automatically stayed upon the filing of
the bankruptcy petition and, often, no interest or principal payments are
made during the course of the bankruptcy case. The delay and the consequences
thereof caused by such automatic stay can be significant. Also, under the
Bankruptcy Code, the filing of a petition in bankruptcy by or on behalf of a
junior lienor may stay the senior lender from taking action to foreclose out
such junior lien.
Under the Bankruptcy Code, provided certain substantive and procedural
safeguards protective of the lender are met, the amount and terms of a
mortgage loan secured by a lien on property of the debtor may be modified.
For example, the lender's lien may be transferred to other collateral and/or
the outstanding amount of the secured loan may be reduced to the then-current
value of the property (with a corresponding partial reduction of the amount
of lender's security interest) pursuant to a confirmed plan
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or lien avoidance proceeding, thus leaving the lender a general unsecured
creditor for the difference between such value and the outstanding balance of
the loan. Other modifications may include the reduction in the amount of each
scheduled payment, by means of a reduction in the rate of interest and/or an
alteration of the repayment schedule (with or without affecting the unpaid
principal balance of the loan), and/or by an extension (or shortening) of the
term to maturity. The priority of a mortgage loan may also be subordinated to
bankruptcy court-approved financing. Some bankruptcy courts have approved
plans, based on the particular facts of the reorganization case, that
effected the cure of a mortgage loan default by paying arrearages over a
number of years. Also, a bankruptcy court may permit a debtor, through its
rehabilitative plan, to reinstate a loan mortgage payment schedule even if
the lender has obtained a final judgment of foreclosure prior to the filing
of the debtor's petition.
The bankruptcy court can also reinstate accelerated indebtedness and also,
in effect, invalidate due-on-sale clauses through confirmed Chapter 11 plans
of reorganization. Under Section 363(b) and (f) of the Bankruptcy Code, a
trustee for a lessor, or a lessor as debtor-in-possession, may, despite the
provisions of the related Mortgage Loan to the contrary, sell the Mortgaged
Property free and clear of all liens, which liens would then attach to the
proceeds of such sale.
The Bankruptcy Code provides that a lender's perfected pre-petition
security interest in leases, rents and hotel revenues continues in the
post-petition leases, rents and hotel revenues, unless a bankruptcy court
orders to the contrary "based on the equities of the case." Thus, unless a
court orders otherwise, revenues from a Mortgaged Property generated after
the date the bankruptcy petition is filed will constitute "cash collateral"
under the Bankruptcy Code. Debtors may only use cash collateral upon
obtaining the lender's consent or a prior court order finding that the
lender's interest in the Mortgaged Properties and the cash collateral is
"adequately protected" and such term is defined and interpreted under the
Bankruptcy Code. It should be noted, however, that the court may find that
the lender has no security interest in either pre-petition or post-petition
revenues if the court finds that the loan documents do not contain language
covering accounts, room rents, or other forms of personalty necessary for a
security interest to attach to hotel revenues.
Lessee bankruptcies at the Mortgaged Properties could have an adverse
impact on the Mortgagors' ability to meet their obligations. For example,
Section 365(e) of the Bankruptcy Code provides generally that rights and
obligations under an unexpired lease may not be terminated or modified at any
time after the commencement of a case under the Bankruptcy Code solely
because of a provision in the lease conditioned upon the commencement of a
case under the Bankruptcy Code or certain other similar events. In addition,
Section 362 of the Bankruptcy Code operates as an automatic stay of, among
other things, any act to obtain possession of property of or from a debtor's
estate, which may delay the Trustee's exercise of such remedies in the event
that a lessee becomes the subject of a proceeding under the Bankruptcy Code.
Section 365(a) of the Bankruptcy Code generally provides that a trustee or
a debtor-in-possession in a case under the Bankruptcy Code has the power to
assume or to reject an executory contract or an unexpired lease of the
debtor, in each case subject to the approval of the bankruptcy court
administering such case. If the trustee or debtor-in-possession rejects an
executory contract or an unexpired lease, such rejection generally
constitutes a breach of the executory contract or unexpired lease immediately
before the date of the filing of the petition. As a consequence, the other
party or parties to such executory contract or unexpired lease, such as the
lessor or Mortgagor, as lessor under a lease, would have only an unsecured
claim against the debtor for damages resulting from such breach, which could
adversely affect the security for the related Mortgage Loan. Moreover, under
Section 502(b)(6) of the Bankruptcy Code, the claim of a lessor for such
damages from the termination of a lease of real property will be limited to
the sum of (i) the rent reserved by such lease, without acceleration, for the
greater of one year or 15 percent, not to exceed three years, of the
remaining term of such lease, following the earlier of the date of the filing
of the petition and the date on which such lender repossessed, or the lessee
surrendered, the leased property, and (ii) any unpaid rent due under such
lease, without acceleration, on the earlier of such dates.
Under Section 365(f) of the Bankruptcy Code, if a trustee or
debtor-in-possession assumes an executory contract or an unexpired lease of
the debtor, the trustee or debtor-in-possession generally may
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assign such executory contract or unexpired lease, notwithstanding any
provision therein or in applicable law that prohibits, restricts or
conditions such assignment, provided that the trustee or debtor-in-possession
provides "adequate assurance of future performance" by the assignee. The
Bankruptcy Code specifically provides, however, that adequate assurance of
future performance for purposes of a lease of real property in a shopping
center includes adequate assurance of the source of rent and other
consideration due under such lease, and in the case of an assignment, that
the financial condition and operating performance of the proposed assignee
and its guarantors, if any, shall be similar to the financial condition and
operating performance of the debtor and its guarantors, if any, as of the
time the debtor became the lessee under the lease, that any percentage rent
due under such lease will not decline substantially, that the assumption and
assignment of the lease is subject to all the provisions thereof, including
(but not limited to) provisions such as a radius location, use or exclusivity
provision, and will not breach any such provision contained in any other
lease, financing agreement, or master agreement relating to such shopping
center, and that the assumption or assignment of such lease will not disrupt
the tenant mix or balance in such shopping center. Thus, an undetermined
third party may assume the obligations of the lessee under a lease in the
event of commencement of a proceeding under the Bankruptcy Code with respect
to the lessee.
Under Section 365(h) of the Bankruptcy Code, if a trustee for a lessor as
a debtor-in-possession, rejects an unexpired lease of real property, the
lessee may treat such lease as terminated by such rejection or, in the
alternative, may remain in possession of the leasehold for the balance of
such term and for any renewal or extension of such term that is enforceable
by the lessee under applicable nonbankruptcy law. The Bankruptcy Code
provides that if a lessee elects to remain in possession after such a
rejection of a lease, the lessee may offset against rents reserved under the
lease for the balance of the term after the date of rejection of the lease,
and any such renewal or extension thereof, any damages occurring after such
date caused by the nonperformance of any obligation of the lessor under the
lease after such date.
In a bankruptcy or similar proceeding, action may be taken seeking the
recovery as a preferential transfer of any payments made by the mortgagor
under the related Mortgage Loan to the Trust Fund. Payments on long-term debt
may be protected from recovery as preferences if they are payments in the
ordinary course of business made on debts incurred in the ordinary course of
business. Whether any particular payment would be protected depends upon the
facts specific to a particular transaction.
A trustee in bankruptcy, in some cases, may be entitled to collect its
costs and expenses in preserving or selling the mortgaged property ahead of
payment to the lender. In certain circumstances, a debtor in bankruptcy may
have the power to grant liens senior to the lien of a mortgage, and analogous
state statutes and general principles of equity may also provide a mortgagor
with means to halt a foreclosure proceeding or sale and to force a
restructuring of a mortgage loan on terms a lender would not otherwise
accept. Moreover, the laws of certain states also give priority to certain
tax liens over the lien of a mortgage or deed of trust. Under the Bankruptcy
Code, if the court finds that actions of the mortgagee have been
unreasonable, the lien of the related mortgage may be subordinated to the
claims of unsecured creditors.
Pursuant to the federal doctrine of "substantive consolidation" or to the
(predominantly state law) doctrine of "piercing the corporate veil", a
bankruptcy court, in the exercise of its equitable powers, also has the
authority to order that the assets and liabilities of a related entity be
consolidated with those of an entity before it. Thus, property ostensibly the
property of one entity may be determined to be the property of a different
entity in bankruptcy, the automatic stay applicable to the second entity
extended to the first and the rights of creditors of the first entity
impaired in the fashion set forth above in the discussion of ordinary
bankruptcy principles. Depending on facts and circumstances not wholly in
existence at the time a loan is originated or transferred to the Trust Fund,
the application of any of these doctrines to one or more of the mortgagors in
the context of the bankruptcy of one or more of their affiliates could result
in material impairment of the rights of the Certificateholders.
For each mortgagor that is described as a "special purpose entity",
"single purpose entity" or "bankruptcy-remote entity" in the Prospectus
Supplement, the activities that may be conducted by such mortgagor and its
ability to incur debt are restricted by the applicable Mortgage or the
organizational
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documents of such mortgagor in such manner as is intended to make the
likelihood of a bankruptcy proceeding being commenced by or against such
mortgagor remote, and such mortgagor has been organized and is designed to
operate in a manner such that its separate existence should be respected
notwithstanding a bankruptcy proceeding in respect of one or more affiliated
entities of such mortgagor. However, the Depositor makes no representation as
to the likelihood of the institution of a bankruptcy proceeding by or in
respect of any mortgagor or the likelihood that the separate existence of any
mortgagor would be respected if there were to be a bankruptcy proceeding in
respect of any affiliated entity of a mortgagor.
ENVIRONMENTAL RISKS
A lender may be subject to unforeseen environmental risks with respect to
loans secured by real or personal property, such as the Mortgage Loans. Under
the laws of many states, contamination on a property may give rise to a lien
on the property for cleanup costs. In several states, such a lien has
priority over all existing liens (a "superlien"), including those of existing
mortgages; in these states, the lien of the mortgage for any Mortgage Loan
may lose its priority to such a superlien.
Under the federal Comprehensive Response Compensation and Liability Act
("CERCLA"), a lender may be liable either to the government or to private
parties for cleanup costs on a property securing a loan, even if the lender
does not cause or contribute to the contamination. CERCLA imposes strict, as
well as joint and several, liability on several classes of potentially
responsible parties ("PRPs"), including current owners and operators of the
property who did not cause or contribute to the contamination. Many states
have laws similar to CERCLA.
Lenders may be held liable under CERCLA as owners or operators unless they
qualify for the secured creditor exemption to CERCLA. On April 29, 1992, the
United States Environmental Protection Agency ("EPA") issued a final rule
intended to protect lenders from liability under CERCLA. This rule was in
response to a 1990 decision of the United States Court of Appeals for the
Eleventh Circuit, United States v. Fleet Factors Corp., which narrowly
construed the security interest exemption under CERCLA to hold lenders liable
if they had the capacity to influence their borrower's management of
hazardous waste. On February 4, 1994, the United States Court of Appeals for
the District of Columbia Circuit in Kelley v. Environmental Protection Agency
invalidated this EPA rule. As a result of the Kelley case, the state of the
law with respect to the secured creditor exemption and the scope of
permissible activities in which a lender may engage to protect its security
interest remain uncertain. EPA and the Department of Justice ("DOJ"),
however, issued a joint policy memorandum in which these agencies announced
that they would continue to follow the "Lender Liability Rule" vacated by the
Kelley case. These agencies indicated that prior to its invalidation, several
courts adhered to the terms of the "Lender Liability Rule" or interpreted
CERCLA in a manner consistent with the "Lender Liability Rule." EPA and DOJ
indicated in the September 22, 1995 memorandum that they intend to follow
this line of cases. This EPA/DOJ policy, however, would not necessarily
affect the potential for lender liability in actions by parties other than
EPA or under laws or legal theories other than CERCLA. If a lender is or
becomes liable, it can bring an action for contribution against the owner or
operator who created the environmental hazard, but that person or entity may
be bankrupt or otherwise judgment proof.
Environment clean-up costs may be substantial. It is possible that such
costs could become a liability of the Trust and occasion a loss to
Certificateholders if such remedial costs were incurred.
In a few states, transfers of some types of properties are conditioned
upon cleanup of contamination prior to transfer. It is possible that a
property securing a Mortgage Loan could be subject to such transfer
restrictions. In such a case, if the lender becomes the owner upon
foreclosure, it may be required to clean up the contamination before selling
the property.
The cost of remediating hazardous substance contamination at a property
can be substantial. If a lender is or becomes liable, it can bring an action
for contribution against the owner or operator that created the environmental
hazard, but that person or entity may be without substantial assets.
Accordingly, it is possible that such costs could become a liability of a
Trust Fund and occasion a loss to Certificateholders of the related series.
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To reduce the likelihood of such a loss, and unless otherwise provided in
the related Prospectus Supplement, the related Pooling Agreement will provide
that the Master Servicer may, on behalf of the Trust Fund, acquire title to a
Mortgaged Property or take over its operation unless the Master Servicer,
based on a report prepared by a person who regularly conducts environmental
site assessments, has made the determination that it is appropriate to do so,
as described under "Description of the Pooling Agreements--Realization Upon
Defaulted Mortgage Loans".
Even when a lender is not directly liable for cleanup costs on property
securing loans, if a property securing a loan is contaminated, the value of
the security is likely to be affected. In addition, a lender bears the risk
that unanticipated cleanup costs may jeopardize the borrower's repayment.
Neither of these two issues is likely to pose risks exceeding the amount of
unpaid principal and interest of a particular loan secured by a contaminated
property, particularly if the lender declines to foreclose on a mortgage
secured by the property.
If a lender forecloses on a mortgage secured by a property the operations
of which are subject to environmental laws and regulations, the lender will
be required to operate the property in accordance with those laws and
regulations. Compliance may entail some expense.
In addition, a lender may be obligated to disclose environmental
conditions on a property to government entities and/or to prospective buyers
(including prospective buyers at a foreclosure sale or following
foreclosure). Such disclosure may decrease the amount that prospective buyers
are willing to pay for the affected property and thereby lessen the ability
of the lender to recover its investment in a loan upon foreclosure.
DUE-ON-SALE AND DUE-ON-ENCUMBRANCE
Certain of the Mortgage Loans may contain "due-on-sale" and
"due-on-encumbrance" clauses that purport to permit the lender to accelerate
the maturity of the loan if the borrower transfers or encumbers the related
Mortgaged Property. In recent years, court decisions and legislative actions
placed substantial restrictions on the right of lenders to enforce such
clauses in many states. By virtue, however, of the Garn-St Germain Depository
Institutions Act of 1982 (the "Garn Act"), effective October 15, 1982 (which
purports to preempt state laws that prohibit the enforcement of due-on-sale
clauses by providing among other matters, that "due-on-sale" clauses in
certain loans made after the effective date of the Garn Act are enforceable,
within certain limitations as set forth in the Garn Act and the regulations
promulgated thereunder), a Master Servicer may nevertheless have the right to
accelerate the maturity of a Mortgage Loan that contains a "due-on-sale"
provision upon transfer of an interest in the property, regardless of the
Master Servicer's ability to demonstrate that a sale threatens its legitimate
security interest.
SUBORDINATE FINANCING
Certain of the Mortgage Loans may not restrict the ability of the borrower
to use the Mortgaged Property as security for one or more additional loans.
Where a borrower encumbers a mortgaged property with one or more junior
liens, the senior lender is subjected to additional risk. First, the borrower
may have difficulty servicing and repaying multiple loans. Moreover, if the
subordinate financing permits recourse to the borrower (as is frequently the
case) and the senior loan does not, a borrower may have more incentive to
repay sums due on the subordinate loan. Second, acts of the senior lender
that prejudice the junior lender or impair the junior lender's security may
create a superior equity in favor of the junior lender. For example, if the
borrower and the senior lender agree to an increase in the principal amount
of or the interest rate payable on the senior loan, the senior lender may
lose its priority to the extent any existing junior lender is harmed or the
borrower is additionally burdened. Third, if the borrower defaults on the
senior loan and/or any junior loan or loans, the existence of junior loans
and actions taken by junior lenders can impair the security available to the
senior lender and can interfere with or delay the taking of action by the
senior lender. Moreover, the bankruptcy of a junior lender may operate to
stay foreclosure or similar proceedings by the senior lender.
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DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS
Notes and mortgages may contain provisions that obligate the borrower to
pay a late charge or additional interest if payments are not timely made, and
in some circumstances, may prohibit prepayments for a specified period and/or
condition prepayments upon the borrower's payment of prepayment fees or yield
maintenance penalties. In certain states, there are or may be specific
limitations upon the late charges which a lender may collect from a borrower
for delinquent payments. Certain states also limit the amounts that a lender
may collect from a borrower as an additional charge if the loan is prepaid.
In addition, the enforceability of provisions that provide for prepayment
fees or penalties upon an involuntary prepayment is unclear under the laws of
many states.
APPLICABILITY OF USURY LAWS
Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980 ("Title V") provides that state usury limitations shall not apply
to certain types of residential (including multifamily) first mortgage loans
originated by certain lenders after March 31, 1980. Title V authorized any
state to reimpose interest rate limits by adopting, before April 1, 1983, a
law or constitutional provision that expressly rejects application of the
federal law. In addition, even where Title V is not so rejected, any state is
authorized by the law to adopt a provision limiting discount points or other
charges on mortgage loans covered by Title V. Certain states have taken
action to reimpose interest rate limits and/or to limit discount points or
other charges.
No Mortgage Loan originated in any state in which application of Title V
has been expressly rejected or a provision limiting discount points or other
charges has been adopted, will (if originated after that rejection or
adoption) be eligible for inclusion in a Trust Fund unless (i) such Mortgage
Loan provides for such interest rate, discount points and charges as are
permitted in such state or (ii) such Mortgage Loan provides that the terms
thereof are to be construed in accordance with the laws of another state
under which such interest rate, discount points and charges would not be
usurious and the borrower's counsel has rendered an opinion that such choice
of law provision would be given effect.
SOLDIERS' AND SAILORS' CIVIL RELIEF ACT OF 1940
Under the terms of the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended (the "Relief Act"), a borrower who enters military service after the
origination of such borrower's mortgage loan (including a borrower who was in
reserve status and is called to active duty after origination of the Mortgage
Loan), may not be charged interest (including fees and charges) above an
annual rate of 6% during the period of such borrower's active duty status,
unless a court orders otherwise upon application of the lender. The Relief
Act applies to individuals who are members of the Army, Navy, Air Force,
Marines, National Guard, Reserves, Coast Guard and officers of the U.S.
Public Health Service assigned to duty with the military. Because the Relief
Act applies to individuals who enter military service (including reservists
who are called to active duty) after origination of the related mortgage
loan, no information can be provided as to the number of loans with
individuals as borrowers that may be affected by the Relief Act. Application
of the Relief Act would adversely affect, for an indeterminate period of
time, the ability of any servicer to collect full amounts of interest on
certain of the Mortgage Loans. Any shortfalls in interest collections
resulting from the application of the Relief Act would result in a reduction
of the amounts distributable to the holders of the related series of
Certificates, and would not be covered by advances or, unless otherwise
specified in the related Prospectus Supplement, any form of Credit Support
provided in connection with such Certificates. In addition, the Relief Act
imposes limitations that would impair the ability of the servicer to
foreclose on an affected Mortgage Loan during the borrower's period of active
duty status, and, under certain circumstances, during an additional
three-month period thereafter.
TYPE OF MORTGAGED PROPERTY
The lender may be subject to additional risk depending upon the type and
use of the Mortgaged Property in question. For instance, Mortgaged Properties
which are hospitals, nursing homes or convalescent homes may present special
risks to lenders in large part due to significant governmental
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regulation of the operation, maintenance, control and financing of health
care institutions. Mortgages on Mortgaged Properties which are owned by the
borrower under a condominium form of ownership are subject to the
declaration, by-laws and other rules and regulations of the condominium
association. Mortgaged Properties which are hotels or motels may present
additional risk to the lender in that: (i) hotels and motels are typically
operated pursuant to franchise, management and operating agreements which may
be terminable by the operator; and (ii) the transferability of the hotel's
operating, liquor and other licenses to the entity acquiring the hotel either
through purchase or foreclosure is subject to the vagaries of local law
requirements. In addition, Mortgaged Properties which are multifamily
properties or cooperatively owned multifamily properties may be subject to
rent control laws, which could impact the future cash flows of such
properties.
AMERICANS WITH DISABILITIES ACT
Under Title III of the Americans with Disabilities Act of 1990 and rules
promulgated thereunder (collectively, the "ADA"), in order to protect
individuals with disabilities, public accommodations (such as hotels,
restaurants, shopping centers, hospitals, schools and social service center
establishments) must remove architectural and communication barriers which
are structural in nature from existing places of public accommodation to the
extent "readily achievable." In addition, under the ADA, alterations to a
place of public accommodation or a commercial facility are to be made so
that, to the maximum extent feasible, such altered portions are readily
accessible to and usable by disabled individuals. The "readily achievable"
standard takes into account, among other factors, the financial resources of
the affected site, owner, landlord or other applicable person. In addition to
imposing a possible financial burden on the borrower in its capacity as owner
or landlord, the ADA may also impose such requirements on a foreclosing
lender who succeeds to the interest of the borrower as owner or landlord.
Furthermore, since the "readily achievable" standard may vary depending on
the financial condition of the owner or landlord, a foreclosing lender who is
financially more capable than the borrower of complying with the requirements
of the ADA may be subject to more stringent requirements than those to which
the borrower is subject.
FORFEITURES IN DRUG AND RICO PROCEEDINGS
Federal law provides that property owned by persons convicted of
drug-related crimes or of criminal violations of the Racketeer Influenced and
Corrupt Organizations ("RICO") statute can be seized by the government if the
property was used in, or purchased with the proceeds of, such crimes. Under
procedures contained in the Comprehensive Crime Control Act of 1984 (the
"Crime Control Act"), the government may seize the property even before
conviction. The government must publish notice of the forfeiture proceeding
and may give notice to all parties "known to have an alleged interest in the
property", including the holders of mortgage loans.
A lender may avoid forfeiture of its interest in the property if it
established that: (i) its mortgage was executed and recorded before
commission of the crime upon which the forfeiture is based, or (ii) the
lender was, at the time of execution of the mortgage, "reasonably without
cause to believe" that the property was used in, or purchased with the
proceeds of, illegal drug or RICO activities.
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CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a general discussion of the anticipated material federal
income tax consequences of the purchase, ownership and disposition of
Certificates. The discussion below does not purport to address all federal
income tax consequences that may be applicable to particular categories of
investors, some of which may be subject to special rules. The authorities on
which this discussion is based are subject to change or differing
interpretations, and any such change or interpretation could apply
retroactively. This discussion reflects the applicable provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), as well as
regulations (the "REMIC Regulations") promulgated by the U.S. Department of
Treasury (the "Treasury"). Investors should consult their own tax advisors in
determining the federal, state, local and other tax consequences to them of
the purchase, ownership and disposition of Certificates.
For purposes of this discussion, (i) references to the Mortgage Loans
include references to the mortgage loans underlying MBS included in the
Mortgage Assets and (ii) where the applicable Prospectus Supplement provides
for a fixed retained yield with respect to the Mortgage Loans underlying a
series of Certificates, references to the Mortgage Loans will be deemed to
refer to that portion of the Mortgage Loans held by the Trust Fund which does
not include the Retained Interest. References to a "holder" or
"Certificateholder" in this discussion generally mean the beneficial owner of
a Certificate.
FEDERAL INCOME TAX CONSEQUENCES FOR REMIC CERTIFICATES
General
With respect to a particular series of Certificates, an election may be
made to treat the Trust Fund or one or more segregated pools of assets
therein as one or more REMICs within the meaning of Code Section 860D. A
Trust Fund or a portion thereof as to which a REMIC election will be made
will be referred to as a "REMIC Pool". For purposes of this discussion,
Certificates of a series as to which one or more REMIC elections are made are
referred to as "REMIC Certificates" and will consist of one or more Classes
of "Regular Certificates" and one Class of "Residual Certificates" in the
case of each REMIC Pool. Qualification as a REMIC requires ongoing compliance
with certain conditions. With respect to each series of REMIC Certificates,
Cadwalader, Wickersham & Taft, counsel to the Depositor, has advised the
Depositor that in the firm's opinion, assuming (i) the making of such an
election, (ii) compliance with the Pooling Agreement and (iii) compliance
with any changes in the law, including any amendments to the Code or
applicable Treasury regulations thereunder, each REMIC Pool will qualify as a
REMIC. In such case, the Regular Certificates will be considered to be
"regular interests" in the REMIC Pool and generally will be treated for
federal income tax purposes as if they were newly originated debt
instruments, and the Residual Certificates will be considered to be "residual
interests" in the REMIC Pool. The Prospectus Supplement for each series of
Certificates will indicate whether one or more REMIC elections with respect
to the related Trust Fund will be made, in which event references to "REMIC"
or "REMIC Pool" herein shall be deemed to refer to each such REMIC Pool. If
so specified in the applicable Prospectus Supplement, the portion of a Trust
Fund as to which a REMIC election is not made may be treated as a grantor
trust for federal income tax purposes. See "--Federal Income Tax Consequences
for Certificates as to Which No REMIC Election Is Made".
Status of REMIC Certificates
REMIC Certificates held by a domestic building and loan association will
constitute "a regular or residual interest in a REMIC" within the meaning of
Code Section 7701(a)(19)(C)(xi), but only in the same proportion that the
assets of the REMIC Pool would be treated as "loans . . . secured by an
interest in real property which is . . . residential real property" (such as
single family or multifamily properties, but not commercial properties)
within the meaning of Code Section 7701(a)(19)(C)(v) or as other assets
described in Code Section 7701(a)(19)(C), and otherwise will not qualify for
such treatment. REMIC Certificates held by a real estate investment trust
will constitute "real estate assets" within the meaning of Code Section
856(c)(5)(A), and interest on the Regular Certificates and income with
respect to Residual Certificates will be considered "interest on obligations
secured by mortgages on real property or on interests in real property"
within the meaning of Code Section 856(c)(3)(B) in the same proportion
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that, for both purposes, the assets of the REMIC Pool would be so treated. If
at all times 95% or more of the assets of the REMIC Pool qualify for each of
the foregoing respective treatments, the REMIC Certificates will qualify for
the corresponding status in their entirety. For purposes of Code Section
856(c)(5)(A), payments of principal and interest on the Mortgage Loans that
are reinvested pending distribution to holders of REMIC Certificates qualify
for such treatment. Where two REMIC Pools are a part of a tiered structure
they will be treated as one REMIC for purposes of the tests described above
respecting asset ownership of more or less than 95%. In addition, if the
assets of the REMIC include Buy-Down Mortgage Loans, it is possible that the
percentage of such assets constituting "loans . . . secured by an interest in
real property which is . . . residential real property" for purposes of Code
Section 7701(a)(19)(C)(v) may be required to be reduced by the amount of the
related Buy-Down Funds. REMIC Certificates held by a regulated investment
company will not constitute "Government Securities" within the meaning of
Code Section 851(b)(4)(A)(i). REMIC Certificates held by certain financial
institutions will constitute an "evidence of indebtedness" within the meaning
of Code Section 582(c)(1). The Small Business Job Protection Act of 1996 (the
"SBJPA of 1996") repealed the reserve method for bad debts of domestic
building and loan associations and mutual savings banks, and thus has
eliminated the asset category of "qualifying real property loans" in former
Code Section 593(d) for taxable years beginning after December 31, 1995. The
requirement in the SBJPA of 1996 that such institutions must "recapture" a
portion of their existing bad debt reserves is suspended if a certain portion
of their assets are maintained in "residential loans" under Code Section
7701(a)(19)(C)(v), but only if such loans were made to acquire, construct or
improve the related real property and not for the purpose of refinancing.
However, no effort will be made to identify the portion of the Mortgage Loans
of any Series meeting this requirement, and no representation is made in this
regard.
Qualification as a REMIC
In order for the REMIC Pool to qualify as a REMIC, there must be ongoing
compliance on the part of the REMIC Pool with the requirements set forth in
the Code. The REMIC Pool must fulfill an asset test, which requires that no
more than a de minimis portion of the assets of the REMIC Pool, as of the
close of the third calendar month beginning after the "Startup Day" (which
for purposes of this discussion is the date of issuance of the REMIC
Certificates) and at all times thereafter, may consist of assets other than
"qualified mortgages" and "permitted investments". The REMIC Regulations
provide a safe harbor pursuant to which the de minimis requirement is met if
at all times the aggregate adjusted basis of the nonqualified assets is less
than 1% of the aggregate adjusted basis of all the REMIC Pool's assets. An
entity that fails to meet the safe harbor may nevertheless demonstrate that
it holds no more than a de minimis amount of nonqualified assets. A REMIC
also must provide "reasonable arrangements" to prevent its residual interest
from being held by "disqualified organizations" and must furnish applicable
tax information to transferors or agents that violate this requirement. The
Pooling Agreement for each Series will contain a provision designed to meet
this requirement. See "Taxation of Residual Certificates--Tax-Related
Restrictions on Transfer of Residual Certificates--Disqualified
Organizations".
A qualified mortgage is any obligation that is principally secured by an
interest in real property and that is either transferred to the REMIC Pool on
the Startup Day or is purchased by the REMIC Pool within a three-month period
thereafter pursuant to a fixed price contract in effect on the Startup Day.
Qualified mortgages include whole mortgage loans, such as the Mortgage Loans,
certificates of beneficial interest in a grantor trust that holds mortgage
loans, including certain of the MBS, regular interests in another REMIC, such
as MBS in a trust as to which a REMIC election has been made, loans secured
by timeshare interests and loans secured by shares held by a tenant
stockholder in a cooperative housing corporation, provided, in general, (i)
the fair market value of the real property security (including buildings and
structural components thereof) is at least 80% of the principal balance of
the related Mortgage Loan or mortgage loan underlying the Mortgage
Certificate either at origination or as of the Startup Day (an original
loan-to-value ratio of not more than 125% with respect to the real property
security) or (ii) substantially all the proceeds of the Mortgage Loan or the
underlying mortgage loan were used to acquire, improve or protect an interest
in real property that, at the origination date, was the only security for the
Mortgage Loan or underlying mortgage loan. If the Mortgage Loan has been
substantially modified other than in connection with a default or reasonably
foreseeable default, it must meet the
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loan-to-value test in (i) of the preceding sentence as of the date of the
last such modification or at closing. A qualified mortgage includes a
qualified replacement mortgage, which is any property that would have been
treated as a qualified mortgage if it were transferred to the REMIC Pool on
the Startup Day and that is received either (i) in exchange for any qualified
mortgage within a three-month period thereafter or (ii) in exchange for a
"defective obligation" within a two-year period thereafter. A "defective
obligation" includes (i) a mortgage in default or as to which default is
reasonably foreseeable, (ii) a mortgage as to which a customary
representation or warranty made at the time of transfer to the REMIC Pool has
been breached, (iii) a mortgage that was fraudulently procured by the
mortgagor, and (iv) a mortgage that was not in fact principally secured by
real property (but only if such mortgage is disposed of within 90 days of
discovery). A Mortgage Loan that is "defective" as described in clause (iv)
that is not sold or, if within two years of the Startup Day, exchanged,
within 90 days of discovery, ceases to be a qualified mortgage after such
90-day period.
Permitted investments include cash flow investments, qualified reserve
assets, and foreclosure property. A cash flow investment is an investment,
earning a return in the nature of interest, of amounts received on or with
respect to qualified mortgages for a temporary period, not exceeding 13
months, until the next scheduled distribution to holders of interests in the
REMIC Pool. A qualified reserve asset is any intangible property held for
investment that is part of any reasonably required reserve maintained by the
REMIC Pool to provide for payments of expenses of the REMIC Pool or amounts
due on the regular or residual interests in the event of defaults (including
delinquencies) on the qualified mortgages, lower than expected reinvestment
returns, prepayment interest shortfalls and certain other contingencies. The
reserve fund will be disqualified if more than 30% of the gross income from
the assets in such fund for the year is derived from the sale or other
disposition of property held for less than three months, unless required to
prevent a default on the regular interests caused by a default on one or more
qualified mortgages. A reserve fund must be reduced "promptly and
appropriately" as payments on the Mortgage Loans are received. Foreclosure
property is real property acquired by the REMIC Pool in connection with the
default or imminent default of a qualified mortgage and generally held for
not more than two years, with extensions granted by the Internal Revenue
Service (the "Service").
In addition to the foregoing requirements, the various interests in a
REMIC Pool also must meet certain requirements. All of the interests in a
REMIC Pool must be either of the following: (i) one or more classes of
regular interests or (ii) a single class of residual interests on which
distributions, if any, are made pro rata. A regular interest is an interest
in a REMIC Pool that is issued on the Startup Day with fixed terms, is
designated as a regular interest, and unconditionally entitles the holder to
receive a specified principal amount (or other similar amount), and provides
that interest payments (or other similar amounts), if any, at or before
maturity either are payable based on a fixed rate or a qualified variable
rate, or consist of a specified, nonvarying portion of the interest payments
on qualified mortgages. Such a specified portion may consist of a fixed
number of basis points, a fixed percentage of the total interest, or a fixed
or qualified variable or inverse variable rate on some or all of the
qualified mortgages minus a different fixed or qualified variable rate. The
specified principal amount of a regular interest that provides for interest
payments consisting of a specified, nonvarying portion of interest payments
on qualified mortgages may be zero. A residual interest is an interest in a
REMIC Pool other than a regular interest that is issued on the Startup Day
and that is designated as a residual interest. An interest in a REMIC Pool
may be treated as a regular interest even if payments of principal with
respect to such interest are subordinated to payments on other regular
interests or the residual interest in the REMIC Pool, and are dependent on
the absence of defaults or delinquencies on qualified mortgages or permitted
investments, lower than reasonably expected returns on permitted investments,
unanticipated expenses incurred by the REMIC Pool or prepayment interest
shortfalls. Accordingly, the Regular Certificates of a series will constitute
one or more classes of regular interests, and the Residual Certificates with
respect to that series will constitute a single class of residual interests
on which distributions are made pro rata.
If an entity, such as the REMIC Pool, fails to comply with one or more of
the ongoing requirements of the Code for REMIC status during any taxable
year, the Code provides that the entity will not be treated as a REMIC for
such year and thereafter. In this event, an entity with multiple classes of
ownership interests may be treated as a separate association taxable as a
corporation under Treasury
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regulations, and the Regular Certificates may be treated as equity interests
therein. The Code, however, authorizes the Treasury Department to issue
regulations that address situations where failure to meet one or more of the
requirements for REMIC status occurs inadvertently and in good faith, and
disqualification of the REMIC Pool would occur absent regulatory relief.
Investors should be aware, however, that the Conference Committee Report to
the Tax Reform Act of 1986 (the "1986 Act") indicates that the relief may be
accompanied by sanctions, such as the imposition of a corporate tax on all or
a portion of the REMIC Pool's income for the period of time in which the
requirements for REMIC status are not satisfied.
TAXATION OF REGULAR CERTIFICATES
General
In general, interest, original issue discount and market discount on a
Regular Certificate will be treated as ordinary income to a holder of the
Regular Certificate (the "Regular Certificateholder") as they accrue, and
principal payments on a Regular Certificate will be treated as a return of
capital to the extent of the Regular Certificateholder's basis in the Regular
Certificate allocable thereto. Regular Certificateholders must use the
accrual method of accounting with regard to Regular Certificates, regardless
of the method of accounting otherwise used by such Regular
Certificateholders.
Original Issue Discount
Accrual Certificates and principal-only Certificates will be, and other
Classes of Regular Certificates may be, issued with "original issue discount"
within the meaning of Code Section 1273(a). Holders of any Class of Regular
Certificates having original issue discount generally must include original
issue discount in ordinary income for federal income tax purposes as it
accrues, in accordance with the constant yield method that takes into account
the compounding of interest, in advance of receipt of the cash attributable
to such income. The following discussion is based in part on temporary and
final Treasury regulations issued on February 2, 1994, as amended on June 14,
1996 (the "OID Regulations") under Code Sections 1271 through 1273 and 1275
and in part on the provisions of the 1986 Act. Regular Certificateholders
should be aware, however, that the OID Regulations do not adequately address
certain issues relevant to prepayable securities, such as the Regular
Certificates. To the extent such issues are not addressed in such
regulations, the Depositor intends to apply the methodology described in the
Conference Committee Report to the 1986 Act. No assurance can be provided
that the Service will not take a different position as to those matters not
currently addressed by the OID Regulations. Moreover, the OID Regulations
include an anti-abuse rule allowing the Service to apply or depart from the
OID Regulations where necessary or appropriate to ensure a reasonable tax
result in light of the applicable statutory provisions. A tax result will not
be considered unreasonable under the anti-abuse rule in the absence of a
substantial effect on the present value of a taxpayer's tax liability.
Investors are advised to consult their own tax advisors as to the discussion
herein and the appropriate method for reporting interest and original issue
discount with respect to the Regular Certificates.
Each Regular Certificate (except to the extent described below with
respect to a Regular Certificate on which principal is distributed by random
lot ("Random Lot Certificates")) will be treated as a single installment
obligation for purposes of determining the original issue discount includible
in a Regular Certificateholder's income. The total amount of original issue
discount on a Regular Certificate is the excess of the "stated redemption
price at maturity" of the Regular Certificate over its "issue price". The
issue price of a Class of Regular Certificates offered pursuant to this
Prospectus generally is the first price at which a substantial amount of
Regular Certificates of that Class is sold to the public (excluding bond
houses, brokers and underwriters). Although unclear under the OID
Regulations, the Depositor intends to treat the issue price of a Class as to
which there is no substantial sale as of the issue date or that is retained
by the Depositor as the fair market value of that Class as of the issue date.
The issue price of a Regular Certificate also includes the amount paid by an
initial Regular Certificateholder for accrued interest that relates to a
period prior to the issue date of the Regular Certificate, unless the Regular
Certificateholder elects on its federal income tax return to exclude such
amount from the issue price and
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to recover it on the first Distribution Date. The stated redemption price at
maturity of a Regular Certificate always includes the original principal
amount of the Regular Certificate, but generally will not include
distributions of stated interest if such interest distributions constitute
"qualified stated interest". Under the OID Regulations, qualified stated
interest generally means interest payable at a single fixed rate or a
qualified variable rate (as described below) provided that such interest
payments are unconditionally payable at intervals of one year or less during
the entire term of the Regular Certificate. Because there is no penalty or
default remedy in the case of nonpayment of interest with respect to a
Regular Certificate, it is possible that no interest on any Class of Regular
Certificates will be treated as qualified stated interest. However, except as
provided in the following three sentences or in the applicable Prospectus
Supplement, because the underlying Mortgage Loans provide for remedies in the
event of default, the Depositor intends to treat interest with respect to the
Regular Certificates as qualified stated interest. Distributions of interest
on an Accrual Certificate, or on other Regular Certificates with respect to
which deferred interest will accrue, will not constitute qualified stated
interest, in which case the stated redemption price at maturity of such
Regular Certificates includes all distributions of interest as well as
principal thereon. Likewise, the Depositor intends to treat an "interest
only" class, or a class on which interest is substantially disproportionate
to its principal amount (a so-called "super-premium" class) as having no
qualified stated interest. Where the interval between the issue date and the
first Distribution Date on a Regular Certificate is shorter than the interval
between subsequent Distribution Dates, the interest attributable to the
additional days will be included in the stated redemption price at maturity.
Under a de minimis rule, original issue discount on a Regular Certificate
will be considered to be zero if such original issue discount is less than
0.25% of the stated redemption price at maturity of the Regular Certificate
multiplied by the weighted average maturity of the Regular Certificate. For
this purpose, the weighted average maturity of the Regular Certificate is
computed as the sum of the amounts determined by multiplying the number of
full years (i.e., rounding down partial years) from the issue date until each
distribution is scheduled to be made by a fraction, the numerator of which is
the amount of each distribution included in the stated redemption price at
maturity of the Regular Certificate and the denominator of which is the
stated redemption price at maturity of the Regular Certificate. The
Conference Committee Report to the 1986 Act provides that the schedule of
such distributions should be determined in accordance with the assumed rate
of prepayment of the Mortgage Loans (the "Prepayment Assumption") and the
anticipated reinvestment rate, if any, relating to the Regular Certificates.
The Prepayment Assumption with respect to a Series of Regular Certificates
will be set forth in the related Prospectus Supplement. Holders generally
must report de minimis original issue discount pro rata as principal payments
are received, and such income will be capital gain if the Regular Certificate
is held as a capital asset. However, under the OID Regulations, Regular
Certificateholders may elect to accrue all de minimis original issue discount
as well as market discount and market premium under the constant yield
method. See "Election to Treat All Interest Under the Constant Yield Method".
A Regular Certificateholder generally must include in gross income for any
taxable year the sum of the "daily portions," as defined below, of the
original issue discount on the Regular Certificate accrued during an accrual
period for each day on which it holds the Regular Certificate, including the
date of purchase but excluding the date of disposition. The Depositor will
treat the monthly period ending on the day before each Distribution Date as
the accrual period. With respect to each Regular Certificate, a calculation
will be made of the original issue discount that accrues during each
successive full accrual period (or shorter period from the date of original
issue) that ends on the day before the related Distribution Date on the
Regular Certificate. The Conference Committee Report to the 1986 Act states
that the rate of accrual of original issue discount is intended to be based
on the Prepayment Assumption. Other than as discussed below with respect to a
Random Lot Certificate, the original issue discount accruing in a full
accrual period would be the excess, if any, of (i) the sum of (a) the present
value of all of the remaining distributions to be made on the Regular
Certificate as of the end of that accrual period that are included in the
Regular Certificate's stated redemption price at maturity and (b) the
distributions made on the Regular Certificate during the accrual period that
are included in the Regular Certificate's stated redemption price at
maturity, over (ii) the adjusted issue price of the Regular Certificate at
the beginning of the accrual period. The present value of the remaining
distributions referred to in the preceding sentence is calculated based on
(i) the yield to maturity of the Regular Certificate at the issue
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date, (ii) events (including actual prepayments) that have occurred prior to
the end of the accrual period and (iii) the Prepayment Assumption. For these
purposes, the adjusted issue price of a Regular Certificate at the beginning
of any accrual period equals the issue price of the Regular Certificate,
increased by the aggregate amount of original issue discount with respect to
the Regular Certificate that accrued in all prior accrual periods and reduced
by the amount of distributions included in the Regular Certificate's stated
redemption price at maturity that were made on the Regular Certificate in
such prior periods. The original issue discount accruing during any accrual
period (as determined in this paragraph) will then be divided by the number
of days in the period to determine the daily portion of original issue
discount for each day in the period. With respect to an initial accrual
period shorter than a full accrual period, the daily portions of original
issue discount must be determined according to an appropriate allocation
under any reasonable method.
Under the method described above, the daily portions of original issue
discount required to be included in income by a Regular Certificateholder
generally will increase to take into account prepayments on the Regular
Certificates as a result of prepayments on the Mortgage Loans that exceed the
Prepayment Assumption, and generally will decrease (but not below zero for
any period) if the prepayments are slower than the Prepayment Assumption. An
increase in prepayments on the Mortgage Loans with respect to a Series of
Regular Certificates can result in both a change in the priority of principal
payments with respect to certain Classes of Regular Certificates and either
an increase or decrease in the daily portions of original issue discount with
respect to such Regular Certificates.
In the case of a Random Lot Certificate, the Depositor intends to
determine the yield to maturity of such Certificate based upon the
anticipated payment characteristics of the Class as a whole under the
Prepayment Assumption. In general, the original issue discount accruing on
each Random Lot Certificate in a full accrual period would be its allocable
share of the original issue discount with respect to the entire Class, as
determined in accordance with the preceding paragraph. However, in the case
of a distribution in retirement of the entire unpaid principal balance of any
Random Lot Certificate (or portion of such unpaid principal balance), (a) the
remaining unaccrued original issue discount allocable to such Certificate (or
to such portion) will accrue at the time of such distribution, and (b) the
accrual of original issue discount allocable to each remaining Certificate of
such Class (or the remaining unpaid principal balance of a partially redeemed
Random Lot Certificate after a distribution of principal has been received)
will be adjusted by reducing the present value of the remaining payments on
such Class and the adjusted issue price of such Class to the extent
attributable to the portion of the unpaid principal balance thereof that was
distributed. The Depositor believes that the foregoing treatment is
consistent with the "pro rata prepayment" rules of the OID Regulations, but
with the rate of accrual of original issue discount determined based on the
Prepayment Assumption for the Class as a whole. Investors are advised to
consult their tax advisors as to this treatment.
Acquisition Premium
A purchaser of a Regular Certificate at a price greater than its adjusted
issue price but less than its stated redemption price at maturity will be
required to include in gross income the daily portions of the original issue
discount on the Regular Certificate reduced pro rata by a fraction, the
numerator of which is the excess of its purchase price over such adjusted
issue price and the denominator of which is the excess of the remaining
stated redemption price at maturity over the adjusted issue price.
Alternatively, such a subsequent purchaser may elect to treat all such
acquisition premium under the constant yield method, as described below under
the heading "Election to Treat All Interest Under the Constant Yield Method".
Variable Rate Regular Certificates
Regular Certificates may provide for interest based on a variable rate.
Under the OID Regulations, interest is treated as payable at a variable rate
if, generally, (i) the issue price does not exceed the original principal
balance by more than a specified amount and (ii) the interest compounds or is
payable at least annually at current values of (a) one or more "qualified
floating rates", (b) a single fixed rate and one or more qualified floating
rates, (c) a single "objective rate", or (d) a single fixed rate and a single
objective rate that is a "qualified inverse floating rate". A floating rate
is a qualified floating rate if variations in the
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rate can reasonably be expected to measure contemporaneous variations in the
cost of newly borrowed funds, where such rate is subject to a fixed multiple
that is greater than 0.65, but not more than 1.35. Such rate may also be
increased or decreased by a fixed spread or subject to a fixed cap or floor,
or a cap or floor that is not reasonably expected as of the issue date to
affect the yield of the instrument significantly. An objective rate (other
than a qualified floating rate) is a rate that is determined using a single
fixed formula and that is based on objective financial or economic
information, provided that such information is not (i) within the control of
the issuer or a related party or (ii) unique to the circumstances of the
issuer or a related party. A qualified inverse floating rate is a rate equal
to a fixed rate minus a qualified floating rate that inversely reflects
contemporaneous variations in the cost of newly borrowed funds; an inverse
floating rate that is not a qualified floating rate may nevertheless be an
objective rate. A Class of Regular Certificates may be issued under this
Prospectus that does not have a variable rate under the OID Regulations, for
example, a Class that bears different rates at different times during the
period it is outstanding such that it is considered significantly
"front-loaded" or "back-loaded" within the meaning of the OID Regulations. It
is possible that such a Class may be considered to bear "contingent interest"
within the meaning of the OID Regulations. The OID Regulations, as they
relate to the treatment of contingent interest, are by their terms not
applicable to Regular Certificates. However, if final regulations dealing
with contingent interest with respect to Regular Certificates apply the same
principles as the OID Regulations, such regulations may lead to different
timing of income inclusion than would be the case under the OID Regulations.
Furthermore, application of such principles could lead to the
characterization of gain on the sale of contingent interest Regular
Certificates as ordinary income. Investors should consult their tax advisors
regarding the appropriate treatment of any Regular Certificate that does not
pay interest at a fixed rate or variable rate as described in this paragraph.
Under the REMIC Regulations, a Regular Certificate (i) bearing a rate that
qualifies as a variable rate under the OID Regulations that is tied to
current values of a variable rate (or the highest, lowest or average of two
or more variable rates), including a rate based on the average cost of funds
of one or more financial institutions, or a positive or negative multiple of
such a rate (plus or minus a specified number of basis points), or that
represents a weighted average of rates on some or all of the Mortgage Loans,
including such a rate that is subject to one or more caps or floors, or (ii)
bearing one or more such variable rates for one or more periods or one or
more fixed rates for one or more periods, and a different variable rate or
fixed rate for other periods qualifies as a regular interest in a REMIC.
Accordingly, unless otherwise indicated in the applicable Prospectus
Supplement, the Depositor intends to treat Regular Certificates that qualify
as regular interests under this rule in the same manner as obligations
bearing a variable rate for original issue discount reporting purposes.
The amount of original issue discount with respect to a Regular
Certificate bearing a variable rate of interest will accrue in the manner
described above under "Original Issue Discount" with the yield to maturity
and future payments on such Regular Certificate generally to be determined by
assuming that interest will be payable for the life of the Regular
Certificate based on the initial rate (or, if different, the value of the
applicable variable rate as of the pricing date) for the relevant Class.
Unless otherwise specified in the applicable Prospectus Supplement, the
Depositor intends to treat such variable interest as qualified stated
interest, other than variable interest on an interest-only or super-premium
Class, which will be treated as non-qualified stated interest includible in
the stated redemption price at maturity. Ordinary income reportable for any
period will be adjusted based on subsequent changes in the applicable
interest rate index.
Although unclear under the OID Regulations, unless required otherwise by
applicable final regulations, the Depositor intends to treat Regular
Certificates bearing an interest rate that is a weighted average of the net
interest rates on Mortgage Loans or Mortgage Certificates having fixed or
adjustable rates, as having qualified stated interest, except to the extent
that initial "teaser" rates cause sufficiently "back-loaded" interest to
create more than de minimis original issue discount. The yield on such
Regular Certificates for purposes of accruing original issue discount will be
a hypothetical fixed rate based on the fixed rates, in the case of fixed rate
Mortgage Loans, and initial "teaser rates" followed by fully indexed rates,
in the case of adjustable rate Mortgage Loans. In the case of adjustable rate
Mortgage Loans, the applicable index used to compute interest on the Mortgage
Loans in effect on the pricing date (or possibly
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the issue date) will be deemed to be in effect beginning with the period in
which the first weighted average adjustment date occurring after the issue
date occurs. Adjustments will be made in each accrual period either
increasing or decreasing the amount of ordinary income reportable to reflect
the actual Pass-Through Rate on the Regular Certificates.
Deferred Interest
Under the OID Regulations, all interest on a Regular Certificate as to
which there may be Deferred Interest is includible in the stated redemption
price at maturity thereof. Accordingly, any Deferred Interest that accrues
with respect to a Class of Regular Certificates may constitute income to the
holders of such Regular Certificates prior to the time distributions of cash
with respect to such Deferred Interest are made.
Market Discount
A purchaser of a Regular Certificate also may be subject to the market
discount rules of Code Section 1276 through 1278. Under these Code sections
and the principles applied by the OID Regulations in the context of original
issue discount, "market discount" is the amount by which the purchaser's
original basis in the Regular Certificate (i) is exceeded by the then-current
principal amount of the Regular Certificate or (ii) in the case of a Regular
Certificate having original issue discount, is exceeded by the adjusted issue
price of such Regular Certificate at the time of purchase. Such purchaser
generally will be required to recognize ordinary income to the extent of
accrued market discount on such Regular Certificate as distributions
includible in the stated redemption price at maturity thereof are received,
in an amount not exceeding any such distribution. Such market discount would
accrue in a manner to be provided in Treasury regulations and should take
into account the Prepayment Assumption. The Conference Committee Report to
the 1986 Act provides that until such regulations are issued, such market
discount would accrue either (i) on the basis of a constant interest rate or
(ii) in the ratio of stated interest allocable to the relevant period to the
sum of the interest for such period plus the remaining interest as of the end
of such period, or in the case of a Regular Certificate issued with original
issue discount, in the ratio of original issue discount accrued for the
relevant period to the sum of the original issue discount accrued for such
period plus the remaining original issue discount as of the end of such
period. Such purchaser also generally will be required to treat a portion of
any gain on a sale or exchange of the Regular Certificate as ordinary income
to the extent of the market discount accrued to the date of disposition under
one of the foregoing methods, less any accrued market discount previously
reported as ordinary income as partial distributions in reduction of the
stated redemption price at maturity were received. Such purchaser will be
required to defer deduction of a portion of the excess of the interest paid
or accrued on indebtedness incurred to purchase or carry a Regular
Certificate over the interest distributable thereon. The deferred portion of
such interest expense in any taxable year generally will not exceed the
accrued market discount on the Regular Certificate for such year. Any such
deferred interest expense is, in general, allowed as a deduction not later
than the year in which the related market discount income is recognized or
the Regular Certificate is disposed of. As an alternative to the inclusion of
market discount in income on the foregoing basis, the Regular
Certificateholder may elect to include market discount in income currently as
it accrues on all market discount instruments acquired by such Regular
Certificateholder in that taxable year or thereafter, in which case the
interest deferral rule will not apply. See "Election to Treat All Interest
Under the Constant Yield Method" below regarding an alternative manner in
which such election may be deemed to be made.
Market discount with respect to a Regular Certificate will be considered
to be zero if such market discount is less than 0.25% of the remaining stated
redemption price at maturity of such Regular Certificate multiplied by the
weighted average maturity of the Regular Certificate (determined as described
above in the third paragraph under "Original Issue Discount") remaining after
the date of purchase. It appears that de minimis market discount would be
reported in a manner similar to de minimis original issue discount. See
"Original Issue Discount" above. Treasury regulations implementing the
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market discount rules have not yet been issued, and therefore investors
should consult their own tax advisors regarding the application of these
rules. Investors should also consult Revenue Procedure 92-67 concerning the
elections to include market discount in income currently and to accrue market
discount on the basis of the constant yield method.
Premium
A Regular Certificate purchased at a cost greater than its remaining
stated redemption price at maturity generally is considered to be purchased
at a premium. If the Regular Certificateholder holds such Regular Certificate
as a "capital asset" within the meaning of Code Section 1221, the Regular
Certificateholder may elect under Code Section 171 to amortize such premium
under the constant yield method. The Conference Committee Report to the 1986
Act indicates a Congressional intent that the same rules that will apply to
the accrual of market discount on installment obligations will also apply to
amortizing bond premium under Code Section 171 on installment obligations
such as the Regular Certificates, although it is unclear whether the
alternatives to the constant yield method described above under "Market
Discount" are available. Amortizable bond premium will be treated as an
offset to interest income on a Regular Certificate rather than as a separate
deduction item. See "Election to Treat All Interest Under the Constant Yield
Method" below regarding an alternative manner in which the Code Section 171
election may be deemed to be made.
Election to Treat All Interest Under the Constant Yield Method
A holder of a debt instrument such as a Regular Certificate may elect to
treat all interest that accrues on the instrument using the constant yield
method, with none of the interest being treated as qualified stated interest.
For purposes of applying the constant yield method to a debt instrument
subject to such an election, (i) "interest" includes stated interest,
original issue discount, de minimis original issue discount, market discount
and de minimis market discount, as adjusted by any amortizable bond premium
or acquisition premium and (ii) the debt instrument is treated as if the
instrument were issued on the holder's acquisition date in the amount of the
holder's adjusted basis immediately after acquisition. It is unclear whether,
for this purpose, the initial Prepayment Assumption would continue to apply
or if a new prepayment assumption as of the date of the holder's acquisition
would apply. A holder generally may make such an election on an instrument by
instrument basis or for a class or group of debt instruments. However, if the
holder makes such an election with respect to a debt instrument with
amortizable bond premium or with market discount, the holder is deemed to
have made elections to amortize bond premium or to report market discount
income currently as it accrues under the constant yield method, respectively,
for all debt instruments acquired by the holder in the same taxable year or
thereafter. The election is made on the holder's federal income tax return
for the year in which the debt instrument is acquired and is irrevocable
except with the approval of the Service. Investors should consult their own
tax advisors regarding the advisability of making such an election.
Sale or Exchange of Regular Certificates
If a Regular Certificateholder sells or exchanges a Regular Certificate,
the Regular Certificateholder will recognize gain or loss equal to the
difference, if any, between the amount received and its adjusted basis in the
Regular Certificate. The adjusted basis of a Regular Certificate generally
will equal the cost of the Regular Certificate to the seller, increased by
any original issue discount or market discount previously included in the
seller's gross income with respect to the Regular Certificate and reduced by
amounts included in the stated redemption price at maturity of the Regular
Certificate that were previously received by the seller, by any amortized
premium and by previously recognized losses.
Except as described above with respect to market discount, and except as
provided in this paragraph, any gain or loss on the sale or exchange of a
Regular Certificate realized by an investor who holds the Regular Certificate
as a capital asset will be capital gain or loss and will be long-term or
short-term depending on whether the Regular Certificate has been held for the
long-term capital gain holding period (currently more than one year). Such
gain will be treated as ordinary income (i) if a Regular Certificate is held
as part of a "conversion transaction" as defined in Code Section 1258(c), up
to the amount of
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interest that would have accrued on the Regular Certificateholder's net
investment in the conversion transaction at 120% of the appropriate
applicable Federal rate under Code Section 1274(d) in effect at the time the
taxpayer entered into the transaction minus any amount previously treated as
ordinary income with respect to any prior distribution of property that was
held as a part of such transaction, (ii) in the case of a non-corporate
taxpayer, to the extent such taxpayer has made an election under Code Section
163(d)(4) to have net capital gains taxed as investment income at ordinary
rates, or (iii) to the extent that such gain does not exceed the excess, if
any, of (a) the amount that would have been includible in the gross income of
the holder if its yield on such Regular Certificate were 110% of the
applicable Federal rate as of the date of purchase, over (b) the amount of
income actually includible in the gross income of such holder with respect to
the Regular Certificate. In addition, gain or loss recognized from the sale
of a Regular Certificate by certain banks or thrift institutions will be
treated as ordinary income or loss pursuant to Code Section 582(c). Capital
gains of certain non-corporate taxpayers are subject to a lower maximum tax
rate than ordinary income of such taxpayers. The maximum tax rate for
corporations is the same with respect to both ordinary income and capital
gains.
Treatment of Losses
Holders of Regular Certificates will be required to report income with
respect to Regular Certificates on the accrual method of accounting, without
giving effect to delays or reductions in distributions attributable to
defaults or delinquencies on the Mortgage Loans allocable to a particular
class of Regular Certificates, except to the extent it can be established
that such losses are uncollectible. Accordingly, the holder of a Regular
Certificate may have income, or may incur a diminution in cash flow as a
result of a default or delinquency, but may not be able to take a deduction
(subject to the discussion below) for the corresponding loss until a
subsequent taxable year. In this regard, investors are cautioned that while
they may generally cease to accrue interest income if it reasonably appears
that the interest will be uncollectible, the Internal Revenue Service may
take the position that original issue discount must continue to be accrued in
spite of its uncollectibility until the debt instrument is disposed of in a
taxable transaction or becomes worthless in accordance with the rules of Code
Section 166. To the extent the rules of Code Section 166 regarding bad debts
are applicable, it appears that holders of Regular Certificates that are
corporations or that otherwise hold the Regular Certificates in connection
with a trade or business should in general be allowed to deduct as an
ordinary loss any such loss sustained during the taxable year on account of
any such Regular Certificates becoming wholly or partially worthless, and
that, in general, holders of Regular Certificates that are not corporations
and do not hold the Regular Certificates in connection with a trade or
business will be allowed to deduct as a short-term capital loss any loss with
respect to principal sustained during the taxable year on account of a
portion of any class or subclass of such Regular Certificates becoming wholly
worthless. Although the matter is not free from doubt, non-corporate holders
of Regular Certificates should be allowed a bad debt deduction at such time
as the principal balance of any class or subclass of such Regular
Certificates is reduced to reflect losses resulting from any liquidated
Mortgage Loans. The Service, however, could take the position that
non-corporate holders will be allowed a bad debt deduction to reflect such
losses only after all Mortgage Loans remaining in the Trust Fund have been
liquidated or such class of Regular Certificates has been otherwise retired.
The Service could also assert that losses on the Regular Certificates are
deductible based on some other method that may defer such deductions for all
holders, such as reducing future cash flow for purposes of computing original
issue discount. This may have the effect of creating "negative" original
issue discount which would be deductible only against future positive
original issue discount or otherwise upon termination of the Class. Holders
of Regular Certificates are urged to consult their own tax advisors regarding
the appropriate timing, amount and character of any loss sustained with
respect to such Regular Certificates. While losses attributable to interest
previously reported as income should be deductible as ordinary losses by both
corporate and non-corporate holders, the Internal Revenue Service may take
the position that losses attributable to accrued original issue discount may
only be deducted as short-term capital losses by non-corporate holders not
engaged in a trade or business. Special loss rules are applicable to banks
and thrift institutions, including rules regarding reserves for bad debts.
Such taxpayers are advised to consult their tax advisors regarding the
treatment of losses on Regular Certificates.
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TAXATION OF RESIDUAL CERTIFICATES
Taxation of REMIC Income
Generally, the "daily portions" of REMIC taxable income or net loss will
be includible as ordinary income or loss in determining the federal taxable
income of holders of Residual Certificates ("Residual Certificateholders"),
and will not be taxed separately to the REMIC Pool. The daily portions of
REMIC taxable income or net loss of a Residual Certificateholder are
determined by allocating the REMIC Pool's taxable income or net loss for each
calendar quarter ratably to each day in such quarter and by allocating such
daily portion among the Residual Certificateholders in proportion to their
respective holdings of Residual Certificates in the REMIC Pool on such day.
REMIC taxable income is generally determined in the same manner as the
taxable income of an individual using the accrual method of accounting,
except that (i) the limitations on deductibility of investment interest
expense and expenses for the production of income do not apply, (ii) all bad
loans will be deductible as business bad debts and (iii) the limitation on
the deductibility of interest and expenses related to tax-exempt income will
apply. The REMIC Pool's gross income includes interest, original issue
discount income and market discount income, if any, on the Mortgage Loans,
reduced by amortization of any premium on the Mortgage Loans, plus income
from amortization of issue premium, if any, on the Regular Certificates, plus
income on reinvestment of cash flows and reserve assets, plus any
cancellation of indebtedness income upon allocation of realized losses to the
Regular Certificates. The REMIC Pool's deductions include interest and
original issue discount expense on the Regular Certificates, servicing fees
on the Mortgage Loans, other administrative expenses of the REMIC Pool and
realized losses on the Mortgage Loans. The requirement that Residual
Certificateholders report their pro rata share of taxable income or net loss
of the REMIC Pool will continue until there are no Certificates of any class
of the related series outstanding.
The taxable income recognized by a Residual Certificateholder in any
taxable year will be affected by, among other factors, the relationship
between the timing of recognition of interest and original issue discount or
market discount income or amortization of premium with respect to the
Mortgage Loans, on the one hand, and the timing of deductions for interest
(including original issue discount) on the Regular Certificates or income
from amortization of issue premium on the Regular Certificates, on the other
hand. In the event that an interest in the Mortgage Loans is acquired by the
REMIC Pool at a discount, and one or more of such Mortgage Loans is prepaid,
the Residual Certificateholder may recognize taxable income without being
entitled to receive a corresponding amount of cash because (i) the prepayment
may be used in whole or in part to make distributions in reduction of
principal on the Regular Certificates and (ii) the discount on the Mortgage
Loans which is includible in income may exceed the deduction allowed upon
such distributions on those Regular Certificates on account of any unaccrued
original issue discount relating to those Regular Certificates. When there is
more than one class of Regular Certificates that distribute principal
sequentially, this mismatching of income and deductions is particularly
likely to occur in the early years following issuance of the Regular
Certificates when distributions in reduction of principal are being made in
respect of earlier classes of Regular Certificates to the extent that such
classes are not issued with substantial discount. If taxable income
attributable to such a mismatching is realized, in general, losses would be
allowed in later years as distributions on the later classes of Regular
Certificates are made. Taxable income may also be greater in earlier years
than in later years as a result of the fact that interest expense deductions,
expressed as a percentage of the outstanding principal amount of such a
series of Regular Certificates, may increase over time as distributions in
reduction of principal are made on the lower yielding classes of Regular
Certificates, whereas to the extent that the REMIC Pool includes fixed rate
Mortgage Loans, interest income with respect to any given Mortgage Loan will
remain constant over time as a percentage of the outstanding principal amount
of that loan. Consequently, Residual Certificateholders must have sufficient
other sources of cash to pay any federal, state or local income taxes due as
a result of such mismatching or unrelated deductions against which to offset
such income, subject to the discussion of "excess inclusions" below under
"Limitations on Offset or Exemption of REMIC Income". The timing of such
mismatching of income and deductions described in this paragraph, if present
with respect to a series of Certificates, may have a significant adverse
effect upon the Residual Certificateholder's after-tax rate of return. In
addition, a Residual Certificateholder's taxable
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income during certain periods may exceed the income reflected by such
Residual Certificateholder for such periods in accordance with generally
accepted accounting principles. Investors should consult their own
accountants concerning the accounting treatment of their investment in
Residual Certificates.
Basis and Losses
The amount of any net loss of the REMIC Pool that may be taken into
account by the Residual Certificateholder is limited to the adjusted basis of
the Residual Certificate as of the close of the quarter (or time of
disposition of the Residual Certificate if earlier), determined without
taking into account the net loss for the quarter. The initial adjusted basis
of a purchaser of a Residual Certificate is the amount paid for such Residual
Certificate. Such adjusted basis will be increased by the amount of taxable
income of the REMIC Pool reportable by the Residual Certificateholder and
will be decreased (but not below zero), first, by a cash distribution from
the REMIC Pool and, second, by the amount of loss of the REMIC Pool
reportable by the Residual Certificateholder. Any loss that is disallowed on
account of this limitation may be carried over indefinitely with respect to
the Residual Certificateholder as to whom such loss was disallowed and may be
used by such Residual Certificateholder only to offset any income generated
by the same REMIC Pool.
A Residual Certificateholder will not be permitted to amortize directly
the cost of its Residual Certificate as an offset to its share of the taxable
income of the related REMIC Pool. However, that taxable income will not
include cash received by the REMIC Pool that represents a recovery of the
REMIC Pool's basis in its assets. Such recovery of basis by the REMIC Pool
will have the effect of amortization of the issue price of the Residual
Certificates over their life. However, in view of the possible acceleration
of the income of Residual Certificateholders described above under "Taxation
of REMIC Income", the period of time over which such issue price is
effectively amortized may be longer than the economic life of the Residual
Certificates.
A Residual Certificate may have a negative value if the net present value
of anticipated tax liabilities exceeds the present value of anticipated cash
flows. The REMIC Regulations appear to treat the issue price of such a
residual interest as zero rather than such negative amount for purposes of
determining the REMIC Pool's basis in its assets. The preamble to the REMIC
Regulations states that the Service may provide future guidance on the proper
tax treatment of payments made by a transferor of such a residual interest to
induce the transferee to acquire the interest, and Residual
Certificateholders should consult their own tax advisors in this regard.
Further, to the extent that the initial adjusted basis of a Residual
Certificateholder (other than an original holder) in the Residual Certificate
is greater that the corresponding portion of the REMIC Pool's basis in the
Mortgage Loans, the Residual Certificateholder will not recover a portion of
such basis until termination of the REMIC Pool unless future Treasury
regulations provide for periodic adjustments to the REMIC income otherwise
reportable by such holder. The REMIC Regulations currently in effect do not
so provide. See "Treatment of Certain Items of REMIC Income and
Expense--Market Discount" below regarding the basis of Mortgage Loans to the
REMIC Pool and "Sale or Exchange of a Residual Certificate" below regarding
possible treatment of a loss upon termination of the REMIC Pool as a capital
loss.
Treatment of Certain Items of REMIC Income and Expense
Although the Depositor intends to compute REMIC income and expense in
accordance with the Code and applicable regulations, the authorities
regarding the determination of specific items of income and expense are
subject to differing interpretations. The Depositor makes no representation
as to the specific method that it will use for reporting income with respect
to the Mortgage Loans and expenses with respect to the Regular Certificates,
and different methods could result in different timing of reporting of
taxable income or net loss to Residual Certificateholders or differences in
capital gain versus ordinary income.
Original Issue Discount and Premium. Generally, the REMIC Pool's
deductions for original issue discount and income from amortization of issue
premium will be determined in the same manner as
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original issue discount income on Regular Certificates as described above
under "Taxation of Regular Certificates--Original Issue Discount" and
"--Variable Rate Regular Certificates", without regard to the de minimis rule
described therein, and "--Premium".
Deferred Interest. Any Deferred Interest that accrues with respect to any
adjustable rate Mortgage Loans held by the REMIC Pool will constitute income
to the REMIC Pool and will be treated in a manner similar to the Deferred
Interest that accrues with respect to Regular Certificates as described above
under "Taxation of Regular Certificates--Deferred Interest".
Market Discount. The REMIC Pool will have market discount income in
respect of Mortgage Loans if, in general, the basis of the REMIC Pool
allocable to such Mortgage Loans is exceeded by their unpaid principal
balances. The REMIC Pool's basis in such Mortgage Loans is generally the fair
market value of the Mortgage Loans immediately after the transfer thereof to
the REMIC Pool. The REMIC Regulations provide that such basis is equal in the
aggregate to the issue prices of all regular and residual interests in the
REMIC Pool (or the fair market value thereof at the Closing Date, in the case
of a retained Class). In respect of Mortgage Loans that have market discount
to which Code Section 1276 applies, the accrued portion of such market
discount would be recognized currently as an item of ordinary income in a
manner similar to original issue discount. Market discount income generally
should accrue in the manner described above under "Taxation of Regular
Certificates--Market Discount".
Premium. Generally, if the basis of the REMIC Pool in the Mortgage Loans
exceeds the unpaid principal balances thereof, the REMIC Pool will be
considered to have acquired such Mortgage Loans at a premium equal to the
amount of such excess. As stated above, the REMIC Pool's basis in Mortgage
Loans is the fair market value of the Mortgage Loans, based on the aggregate
of the issue prices (or the fair market value of retained Classes) of the
regular and residual interests in the REMIC Pool immediately after the
transfer thereof to the REMIC Pool. In a manner analogous to the discussion
above under "Taxation of Regular Certificates--Premium", a REMIC Pool that
holds a Mortgage Loan as a capital asset under Code Section 1221 may elect
under Code Section 171 to amortize premium on whole mortgage loans or
mortgage loans underlying MBS that were originated after September 27, 1985
or MBS that are REMIC regular interests under the constant yield method.
Amortizable bond premium will be treated as an offset to interest income on
the Mortgage Loans, rather than as a separate deduction item. To the extent
that the mortgagors with respect to the Mortgage Loans are individuals, Code
Section 171 will not be available for premium on Mortgage Loans (including
underlying mortgage loans) originated on or prior to September 27, 1985.
Premium with respect to such Mortgage Loans may be deductible in accordance
with a reasonable method regularly employed by the holder thereof. The
allocation of such premium pro rata among principal payments should be
considered a reasonable method; however, the Service may argue that such
premium should be allocated in a different manner, such as allocating such
premium entirely to the final payment of principal.
Limitations on Offset or Exemption of REMIC Income
A portion or all of the REMIC taxable income includible in determining the
federal income tax liability of a Residual Certificateholder will be subject
to special treatment. That portion, referred to as the "excess inclusion", is
equal to the excess of REMIC taxable income for the calendar quarter
allocable to a Residual Certificate over the daily accruals for such
quarterly period of (i) 120% of the long-term applicable Federal rate that
would have applied to the Residual Certificate (if it were a debt instrument)
on the Startup Day under Code Section 1274(d), multiplied by (ii) the
adjusted issue price of such Residual Certificate at the beginning of such
quarterly period. For this purpose, the adjusted issue price of a Residual
Certificate at the beginning of a quarter is the issue price of the Residual
Certificate, plus the amount of such daily accruals of REMIC income described
in this paragraph for all prior quarters, decreased by any distributions made
with respect to such Residual Certificate prior to the beginning of such
quarterly period. Accordingly, the portion of the REMIC Pool's taxable income
that will be treated as excess inclusions will be a larger portion of such
income as the adjusted issue price of the Residual Certificates diminishes.
The portion of a Residual Certificateholder's REMIC taxable income
consisting of the excess inclusions generally may not be offset by other
deductions, including net operating loss carryforwards, on
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such Residual Certificateholder's return. However, net operating loss
carryovers are determined without regard to excess inclusion income. Further,
if the Residual Certificateholder is an organization subject to the tax on
unrelated business income imposed by Code Section 511, the Residual
Certificateholder's excess inclusions will be treated as unrelated business
taxable income of such Residual Certificateholder for purposes of Code
Section 511. In addition, REMIC taxable income is subject to 30% withholding
tax with respect to certain persons who are not U.S. Persons (as defined
below under "Tax-Related Restrictions on Transfer of Residual
Certificates--Foreign Investors"), and the portion thereof attributable to
excess inclusions is not eligible for any reduction in the rate of
withholding tax (by treaty or otherwise). See "Taxation of Certain Foreign
Investors--Residual Certificates" below. Finally, if a real estate investment
trust or a regulated investment company owns a Residual Certificate, a
portion (allocated under Treasury regulations yet to be issued) of dividends
paid by the real estate investment trust or a regulated investment company
could not be offset by net operating losses of its shareholders, would
constitute unrelated business taxable income for tax-exempt shareholders, and
would be ineligible for reduction of withholding to certain persons who are
not U.S. Persons. The SBJPA of 1996 has eliminated the special rule
permitting Section 593 institutions ("thrift institutions") to use net
operating losses and other allowable deductions to offset their excess
inclusion income from Residual Certificates that have "significant value"
within the meaning of the REMIC Regulations, effective for taxable years
beginning after December 31, 1995, except with respect to Residual
Certificates continuously held by thrift institutions since November 1, 1995.
In addition, the SBJPA of 1996 provides three rules for determining the
effect of excess inclusions on the alternative minimum taxable income of a
Residual Certificateholder. First, alternative minimum taxable income for a
Residual Certificateholder is determined without regard to the special rule,
discussed above, that taxable income cannot be less than excess inclusions.
Second, a Residual Certificateholder's alternative minimum taxable income for
a taxable year cannot be less than the excess inclusions for the year. Third,
the amount of any alternative minimum tax net operating loss deduction must
be computed without regard to any excess inclusions. These rules are
effective for taxable years beginning after December 31, 1996, unless a
Residual Certificateholder elects to have such rules apply only to taxable
years beginning after August 20, 1996.
Tax-Related Restrictions on Transfer of Residual Certificates
Disqualified Organizations. If any legal or beneficial interest in a
Residual Certificate is transferred to a Disqualified Organization (as
defined below), a tax would be imposed in an amount equal to the product of
(i) the present value of the total anticipated excess inclusions with respect
to such Residual Certificate for periods after the transfer and (ii) the
highest marginal federal income tax rate applicable to corporations. The
REMIC Regulations provide that the anticipated excess inclusions are based on
actual prepayment experience to the date of the transfer and projected
payments based on the Prepayment Assumption. The present value rate equals
the applicable Federal rate under Code Section 1274(d) as of the date of the
transfer for a term ending with the last calendar quarter in which excess
inclusions are expected to accrue. Such a tax generally would be imposed on
the transferor of the Residual Certificate, except that where such transfer
is through an agent (including a broker, nominee or other middleman) for a
Disqualified Organization, the tax would instead be imposed on such agent.
However, a transferor of a Residual Certificate would in no event be liable
for such tax with respect to a transfer if the transferee furnishes to the
transferor an affidavit that the transferee is not a Disqualified
Organization and, as of the time of the transfer, the transferor does not
have actual knowledge that such affidavit is false. The tax also may be
waived by the Treasury Department if the Disqualified Organization promptly
disposes of the residual interest and the transferor pays income tax at the
highest corporate rate on the excess inclusions for the period the Residual
Certificate is actually held by the Disqualified Organization.
In addition, if a "Pass-Through Entity" (as defined below) has excess
inclusion income with respect to a Residual Certificate during a taxable year
and a Disqualified Organization is the record holder of an equity interest in
such entity, then a tax is imposed on such entity equal to the product of (i)
the amount of excess inclusions on the Residual Certificate that are
allocable to the interest in the Pass-Through Entity during the period such
interest is held by such Disqualified Organization, and (ii) the highest
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marginal federal corporate income tax rate. Such tax would be deductible from
the ordinary gross income of the Pass-Through Entity for the taxable year.
The Pass-Through Entity would not be liable for such tax if it has received
an affidavit from such record holder that it is not a Disqualified
Organization or stating such holder's taxpayer identification number and,
during the period such person is the record holder of the Residual
Certificate, the Pass-Through Entity does not have actual knowledge that such
affidavit is false.
For these purposes, (i) "Disqualified Organization" means the United
States, any state or political subdivision thereof, any foreign government,
any international organization, any agency or instrumentality of any of the
foregoing (provided, that such term does not include an instrumentality if
all of its activities are subject to tax and a majority of its board of
directors is not selected by any such governmental entity), any cooperative
organization furnishing electric energy or providing telephone service to
persons in rural areas as described in Code Section 1381(a)(2)(C), and any
organization (other than a farmers' cooperative described in Code Section
521) that is exempt from taxation under the Code unless such organization is
subject to the tax on unrelated business income imposed by Code Section 511,
and (ii) "Pass-Through Entity" means any regulated investment company, real
estate investment trust, common trust fund, partnership, trust or estate and
certain corporations operating on a cooperative basis. Except as may be
provided in Treasury regulations, any person holding an interest in a
Pass-Through Entity as a nominee for another will, with respect to such
interest, be treated as a Pass-Through Entity.
The Pooling Agreement with respect to a series of Certificates will
provide that no legal or beneficial interest in a Residual Certificate may be
transferred unless (i) the proposed transferee provides to the transferor and
the Trustee an affidavit providing its taxpayer identification number and
stating that such transferee is the beneficial owner of the Residual
Certificate, is not a Disqualified Organization and is not purchasing such
Residual Certificates on behalf of a Disqualified Organization (i.e., as a
broker, nominee or middleman thereof), and (ii) the transferor provides a
statement in writing to the Depositor and the Trustee that it has no actual
knowledge that such affidavit is false. Moreover, the Pooling Agreement will
provide that any attempted or purported transfer in violation of these
transfer restrictions will be null and void and will vest no rights in any
purported transferee. Each Residual Certificate with respect to a series will
bear a legend referring to such restrictions on transfer, and each Residual
Certificateholder will be deemed to have agreed, as a condition of ownership
thereof, to any amendments to the related Pooling Agreement required under
the Code or applicable Treasury regulations to effectuate the foregoing
restrictions. Information necessary to compute an applicable excise tax must
be furnished to the Service and to the requesting party within 60 days of the
request, and the Depositor or the Trustee may charge a fee for computing and
providing such information.
Noneconomic Residual Interests. The REMIC Regulations would disregard
certain transfers of Residual Certificates, in which case the transferor
would continue to be treated as the owner of the Residual Certificates and
thus would continue to be subject to tax on its allocable portion of the net
income of the REMIC Pool. Under the REMIC Regulations, a transfer of a
"noneconomic residual interest" (as defined below) to a Residual
Certificateholder (other than a Residual Certificateholder who is not a U.S.
Person, as defined below under "Foreign Investors") is disregarded for all
federal income tax purposes if a significant purpose of the transferor is to
impede the assessment or collection of tax. A residual interest in a REMIC
(including a residual interest with a positive value at issuance) is a
"noneconomic residual interest" unless, at the time of the transfer, (i) the
present value of the expected future distributions on the residual interest
at least equals the product of the present value of the anticipated excess
inclusions and the highest corporate income tax rate in effect for the year
in which the transfer occurs, and (ii) the transferor reasonably expects that
the transferee will receive distributions from the REMIC at or after the time
at which taxes accrue on the anticipated excess inclusions in an amount
sufficient to satisfy the accrued taxes. The anticipated excess inclusions
and the present value rate are determined in the same manner as set forth
above under "Disqualified Organizations". The REMIC Regulations explain that
a significant purpose to impede the assessment or collection of tax exists if
the transferor, at the time of the transfer, either knew or should have known
that the transferee would be unwilling or unable to pay taxes due on its
share of the taxable income of the REMIC. A safe harbor is provided if (i)
the transferor conducted, at the time of the transfer, a reasonable
investigation of the
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financial condition of the transferee and found that the transferee
historically had paid its debts as they came due and found no significant
evidence to indicate that the transferee would not continue to pay its debts
as they came due in the future, and (ii) the transferee represents to the
transferor that it understands that, as the holder of the noneconomic
residual interest, the transferee may incur tax liabilities in excess of cash
flows generated by the interest and that the transferee intends to pay taxes
associated with holding the residual interest as they become due. The Pooling
Agreement with respect to each series of Certificates will require the
transferee of a Residual Certificate to certify to the matters in the
preceding sentence as part of the affidavit described above under the heading
"Disqualified Organizations". The transferor must have no actual knowledge or
reason to know that such statements are false.
Foreign Investors. The REMIC Regulations provide that the transfer of a
Residual Certificate that has "tax avoidance potential" to a "foreign person"
will be disregarded for all federal tax purposes. This rule appears intended
to apply to a transferee who is not a "U.S. Person" (as defined below),
unless such transferee's income is effectively connected with the conduct of
a trade or business within the United States. A Residual Certificate is
deemed to have tax avoidance potential unless, at the time of the transfer,
(i) the future value of expected distributions equals at least 30% of the
anticipated excess inclusions after the transfer, and (ii) the transferor
reasonably expects that the transferee will receive sufficient distributions
from the REMIC Pool at or after the time at which the excess inclusions
accrue and prior to the end of the next succeeding taxable year for the
accumulated withholding tax liability to be paid. If the non-U.S. Person
transfers the Residual Certificate back to a U.S. Person, the transfer will
be disregarded and the foreign transferor will continue to be treated as the
owner unless arrangements are made so that the transfer does not have the
effect of allowing the transferor to avoid tax on accrued excess inclusions.
The Prospectus Supplement relating to a series of Certificates may provide
that a Residual Certificate may not be purchased by or transferred to any
person that is not a U.S. Person or may describe the circumstances and
restrictions pursuant to which such a transfer may be made. The term "U.S.
Person" means a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of the
United States or any political subdivision thereof, an estate that is subject
to United States federal income tax regardless of the source of its income or
a trust if (A) for taxable years beginning after December 31, 1996 (or for
taxable years ending after August 20, 1996, if the trustee has made an
applicable election), a court within the United States is able to exercise
primary supervision over the administration of such trust, and one or more
United States fiduciaries have the authority to control all substantial
decisions of such trust, or (B) for all other taxable years, such trust is
subject to United States federal income tax regardless of the source of its
income.
Sale or Exchange of a Residual Certificate
Upon the sale or exchange of a Residual Certificate, the Residual
Certificateholder will recognize gain or loss equal to the excess, if any, of
the amount realized over the adjusted basis (as described above under
"Taxation of Residual Certificates--Basis and Losses") of such Residual
Certificateholder in such Residual Certificate at the time of the sale or
exchange. In addition to reporting the taxable income of the REMIC Pool, a
Residual Certificateholder will have taxable income to the extent that any
cash distribution to it from the REMIC Pool exceeds such adjusted basis on
that Distribution Date. Such income will be treated as gain from the sale or
exchange of the Residual Certificate. It is possible that the termination of
the REMIC Pool may be treated as a sale or exchange of a Residual
Certificateholder's Residual Certificate, in which case, if the Residual
Certificateholder has an adjusted basis in such Residual Certificateholder's
Residual Certificate remaining when its interest in the REMIC Pool
terminates, and if such Residual Certificateholder holds such Residual
Certificate as a capital asset under Code Section 1221, then such Residual
Certificateholder will recognize a capital loss at that time in the amount of
such remaining adjusted basis.
Any gain on the sale of a Residual Certificate will be treated as ordinary
income (i) if a Residual Certificate is held as part of a "conversion
transaction" as defined in Code Section 1258(c), up to the amount of interest
that would have accrued on the Residual Certificateholder's net investment in
the conversion transaction at 120% of the appropriate applicable Federal rate
in effect at the time the
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taxpayer entered into the transaction minus any amount previously treated as
ordinary income with respect to any prior disposition of property that was
held as a part of such transaction or (ii) in the case of a non-corporate
taxpayer, to the extent such taxpayer has made an election under Code Section
163(d)(4) to have net capital gains taxed as investment income at ordinary
income rates. In addition, gain or loss recognized from the sale of a
Residual Certificate by certain banks or thrift institutions will be treated
as ordinary income or loss pursuant to Code Section 582(c).
The Conference Committee Report to the 1986 Act provides that, except as
provided in Treasury regulations yet to be issued, the wash sale rules of
Code Section 1091 will apply to dispositions of Residual Certificates where
the seller of the Residual Certificate, during the period beginning six
months before the sale or disposition of the Residual Certificate and ending
six months after such sale or disposition, acquires (or enters into any other
transaction that results in the application of Section 1091) any residual
interest in any REMIC or any interest in a "taxable mortgage pool" (such as a
non-REMIC owner trust) that is economically comparable to a Residual
Certificate.
Mark to Market Regulations
The Service has issued regulations (the "Mark to Market Regulations")
under Code Section 475 relating to the requirement that a securities dealer
mark to market securities held for sale to customers. This mark-to-market
requirement applies to all securities of a dealer, except to the extent that
the dealer has specifically identified a security as held for investment. The
Mark to Market Regulations provide that, for purposes of this mark-to-market
requirement, a Residual Certificate is not treated as a security and thus may
not be marked to market. The Mark to Market Regulations apply to all Residual
Certificates acquired on or after January 4, 1995.
TAXES THAT MAY BE IMPOSED ON THE REMIC POOL
Prohibited Transactions
Income from certain transactions by the REMIC Pool, called prohibited
transactions, will not be part of the calculation of income or loss
includible in the federal income tax returns of Residual Certificateholders,
but rather will be taxed directly to the REMIC Pool at a 100% rate.
Prohibited transactions generally include (i) the disposition of a qualified
mortgage other than for (a) substitution within two years of the Startup Day
for a defective (including a defaulted) obligation (or repurchase in lieu of
substitution of a defective (including a defaulted) obligation at any time)
or for any qualified mortgage within three months of the Startup Day, (b)
foreclosure, default or imminent default of a qualified mortgage, (c)
bankruptcy or insolvency of the REMIC Pool or (d) a qualified (complete)
liquidation, (ii) the receipt of income from assets that are not the type of
mortgages or investments that the REMIC Pool is permitted to hold, (iii) the
receipt of compensation for services or (iv) the receipt of gain from
disposition of cash flow investments other than pursuant to a qualified
liquidation. Notwithstanding (i) and (iv), it is not a prohibited transaction
to sell REMIC Pool property to prevent a default on Regular Certificates as a
result of a default on qualified mortgages or to facilitate a clean-up call
(generally, an optional termination to save administrative costs when no more
than a small percentage of the Certificates is outstanding). The REMIC
Regulations indicate that the modification of a Mortgage Loan generally will
not be treated as a disposition if it is occasioned by a default or
reasonably foreseeable default, an assumption of the Mortgage Loan, the
waiver of a due-on-sale or due-on-encumbrance clause or the conversion of an
interest rate by a mortgagor pursuant to the terms of a convertible
adjustable rate Mortgage Loan.
Contributions to the REMIC Pool After the Startup Day
In general, the REMIC Pool will be subject to a tax at a 100% rate on the
value of any property contributed to the REMIC Pool after the Startup Day.
Exceptions are provided for cash contributions to the REMIC Pool (i) during
the three months following the Startup Day, (ii) made to a qualified reserve
fund by a Residual Certificateholder, (iii) in the nature of a guarantee,
(iv) made to facilitate a qualified liquidation or clean-up call and (v) as
otherwise permitted in Treasury regulations yet to be issued.
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Net Income from Foreclosure Property
The REMIC Pool will be subject to federal income tax at the highest
corporate rate on "net income from foreclosure property", determined by
reference to the rules applicable to real estate investment trusts.
Generally, property acquired by deed in lieu of foreclosure would be treated
as "foreclosure property" for a period of two years, with possible
extensions. Net income from foreclosure property generally means gain from
the sale of a foreclosure property that is inventory property and gross
income from foreclosure property other than qualifying rents and other
qualifying income for a real estate investment trust.
It is not anticipated that the REMIC Pool will receive income or
contributions subject to tax under the preceding three paragraphs, except as
described in the applicable Prospectus Supplement with respect to net income
from foreclosure property on a commercial or multifamily residential property
that secured a Mortgage Loan. In addition, unless otherwise disclosed in the
applicable Prospectus Supplement, it is not anticipated that any material
state income or franchise tax will be imposed on a REMIC Pool.
LIQUIDATION OF THE REMIC POOL
If a REMIC Pool adopts a plan of complete liquidation, within the meaning
of Code Section 860F(a)(4)(A)(i), which may be accomplished by designating in
the REMIC Pool's final tax return a date on which such adoption is deemed to
occur, and sells all of its assets (other than cash) within a 90-day period
beginning on the date of the adoption of the plan of liquidation, the REMIC
Pool will not be subject to the prohibited transaction rules on the sale of
its assets, provided that the REMIC Pool credits or distributes in
liquidation all of the sale proceeds plus its cash (other than amounts
retained to meet claims) to holders of Regular Certificates and Residual
Certificateholders within the 90-day period.
ADMINISTRATIVE MATTERS
The REMIC Pool will be required to maintain its books on a calendar year
basis and to file federal income tax returns for federal income tax purposes
in a manner similar to a partnership. The form for such income tax return is
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return.
The Trustee will be required to sign the REMIC Pool's returns. Treasury
regulations provide that, except where there is a single Residual
Certificateholder for an entire taxable year, the REMIC Pool will be subject
to the procedural and administrative rules of the Code applicable to
partnerships, including the determination by the Service of any adjustments
to, among other things, items of REMIC income, gain, loss, deduction or
credit in a unified administrative proceeding. The Residual Certificateholder
owning the largest percentage interest in the Residual Certificates will be
obligated to act as "tax matters person", as defined in applicable Treasury
regulations, with respect to the REMIC Pool. Each Residual Certificateholder
will be deemed, by acceptance of such Residual Certificates, to have agreed
(i) to the appointment of the tax matters person as provided in the preceding
sentence and (ii) to the irrevocable designation of the Master Servicer as
agent for performing the functions of the tax matters person.
LIMITATIONS ON DEDUCTION OF CERTAIN EXPENSES
An investor who is an individual, estate or trust will be subject to
limitation with respect to certain itemized deductions described in Code
Section 67, to the extent that such itemized deductions, in the aggregate, do
not exceed 2% of the investor's adjusted gross income. In addition, Code
Section 68 provides that itemized deductions otherwise allowable for a
taxable year of an individual taxpayer will be reduced by the lesser of (i)
3% of the excess, if any, of adjusted gross income over $100,000 ($50,000 in
the case of a married individual filing a separate return) (subject to
adjustments for inflation) or (ii) 80% of the amount of itemized deductions
otherwise allowable for such year. In the case of a REMIC Pool, such
deductions may include deductions under Code Section 212 for the servicing
fee and all administrative and other expenses relating to the REMIC Pool, or
any similar expenses allocated to the REMIC Pool with respect to a regular
interest it holds in another REMIC. Such investors who hold REMIC
Certificates either directly or indirectly through certain pass-through
entities may have their pro rata share of such expenses allocated to them as
additional gross income, but may be subject to such
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limitation on deductions. In addition, such expenses are not deductible at
all for purposes of computing the alternative minimum tax, and may cause such
investors to be subject to significant additional tax liability. Temporary
Treasury regulations provide that the additional gross income and
corresponding amount of expenses generally are to be allocated entirely to
the holders of Residual Certificates in the case of a REMIC Pool that would
not qualify as a fixed investment trust in the absence of a REMIC election.
However, such additional gross income and limitation on deductions will apply
to the allocable portion of such expenses to holders of Regular Certificates,
as well as holders of Residual Certificates, where such Regular Certificates
are issued in a manner that is similar to pass-through certificates in a
fixed investment trust. In general, such allocable portion will be determined
based on the ratio that a REMIC Certificateholder's income, determined on a
daily basis, bears to the income of all holders of Regular Certificates and
Residual Certificates with respect to a REMIC Pool. As a result, individuals,
estates or trusts holding REMIC Certificates (either directly or indirectly
through a grantor trust, partnership, S corporation, REMIC, or certain other
pass-through entities described in the foregoing temporary Treasury
regulations) may have taxable income in excess of the interest income at the
pass-through rate on Regular Certificates that are issued in a single Class
or otherwise consistently with fixed investment trust status or in excess of
cash distributions for the related period on Residual Certificates. Unless
otherwise indicated in the applicable Prospectus Supplement, all such
expenses will be allocable to the Residual Certificates.
TAXATION OF CERTAIN FOREIGN INVESTORS
Regular Certificates
Interest, including original issue discount, distributable to Regular
Certificateholders who are non-resident aliens, foreign corporations, or
other Non-U.S. Persons (as defined below), will be considered "portfolio
interest" and, therefore, generally will not be subject to 30% United States
withholding tax, provided that such Non-U.S. Person (i) is not a "10-percent
shareholder" within the meaning of Code Section 871(h)(3)(B) or a controlled
foreign corporation described in Code Section 881(c)(3)(C) and (ii) provides
the Trustee, or the person who would otherwise be required to withhold tax
from such distributions under Code Section 1441 or 1442, with an appropriate
statement, signed under penalties of perjury, identifying the beneficial
owner and stating, among other things, that the beneficial owner of the
Regular Certificate is a Non-U.S. Person. If such statement, or any other
required statement, is not provided, 30% withholding will apply unless
reduced or eliminated pursuant to an applicable tax treaty or unless the
interest on the Regular Certificate is effectively connected with the conduct
of a trade or business within the United States by such Non-U.S. Person. In
the latter case, such Non-U.S. Person will be subject to United States
federal income tax at regular rates. Prepayment Premiums distributable to
Regular Certificateholders who are Non-U.S. Persons may be subject to 30%
United States withholding tax. Investors who are Non-U.S. Persons should
consult their own tax advisors regarding the specific tax consequences to
them of owning a Regular Certificate. The term "Non-U.S. Person" means any
person who is not a U.S. Person.
Residual Certificates
The Conference Committee Report to the 1986 Act indicates that amounts
paid to Residual Certificateholders who are Non-U.S. Persons are treated as
interest for purposes of the 30% (or lower treaty rate) United States
withholding tax. Treasury regulations provide that amounts distributed to
Residual Certificateholders may qualify as "portfolio interest", subject to
the conditions described in "Regular Certificates" above, but only to the
extent that (i) the Mortgage Loans (including mortgage loans underlying MBS)
were issued after July 18, 1984 and (ii) the Trust Fund or segregated pool of
assets therein (as to which a separate REMIC election will be made), to which
the Residual Certificate relates, consists of obligations issued in
"registered form" within the meaning of Code Section 163(f)(1). Generally,
whole mortgage loans will not be, but MBS and regular interests in another
REMIC Pool will be, considered obligations issued in registered form.
Furthermore, a Residual Certificateholder will not be entitled to any
exemption from the 30% withholding tax (or lower treaty rate) to the extent
of that portion of REMIC taxable income that constitutes an "excess
inclusion". See "Taxation of Residual Certificates--
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Limitations on Offset or Exemption of REMIC Income". If the amounts paid to
Residual Certificateholders who are Non-U.S. Persons are effectively
connected with the conduct of a trade or business within the United States by
such Non-U.S. Persons, 30% (or lower treaty rate) withholding will not apply.
Instead, the amounts paid to such Non-U.S. Persons will be subject to United
States federal income tax at regular rates. If 30% (or lower treaty rate)
withholding is applicable, such amounts generally will be taken into account
for purposes of withholding only when paid or otherwise distributed (or when
the Residual Certificate is disposed of) under rules similar to withholding
upon disposition of debt instruments that have original issue discount. See
"Tax-Related Restrictions on Transfer of Residual Certificates--Foreign
Investors" above concerning the disregard of certain transfers having "tax
avoidance potential". Investors who are Non-U.S. Persons should consult their
own tax advisors regarding the specific tax consequences to them of owning
Residual Certificates.
BACKUP WITHHOLDING
Distributions made on the Regular Certificates, and proceeds from the sale
of the Regular Certificates to or through certain brokers, may be subject to
a "backup" withholding tax under Code Section 3406 of 31% on "reportable
payments" (including interest distributions, original issue discount, and,
under certain circumstances, principal distributions) unless the Regular
Certificateholder complies with certain reporting and/or certification
procedures, including the provision of its taxpayer identification number to
the Trustee, its agent or the broker who effected the sale of the Regular
Certificate, or such Certificateholder is otherwise an exempt recipient under
applicable provisions of the Code. Any amounts to be withheld from
distribution on the Regular Certificates would be refunded by the Service or
allowed as a credit against the Regular Certificateholder's federal income
tax liability.
REPORTING REQUIREMENTS
Reports of accrued interest, original issue discount and information
necessary to compute the accrual of any market discount on the Regular
Certificates will be made annually to the Service and to individuals,
estates, non-exempt and non-charitable trusts, and partnerships who are
either holders of record of Regular Certificates or beneficial owners who own
Regular Certificates through a broker or middleman as nominee. All brokers,
nominees and all other non-exempt holders of record of Regular Certificates
(including corporations, non-calendar year taxpayers, securities or
commodities dealers, real estate investment trusts, investment companies,
common trust funds, thrift institutions and charitable trusts) may request
such information for any calendar quarter by telephone or in writing by
contacting the person designated in Service Publication 938 with respect to a
particular series of Regular Certificates. Holders through nominees must
request such information from the nominee.
The Service's Form 1066 has an accompanying Schedule Q, Quarterly Notice
to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation.
Treasury regulations require that Schedule Q be furnished by the REMIC Pool
to each Residual Certificateholder by the end of the month following the
close of each calendar quarter (41 days after the end of a quarter under
proposed Treasury regulations) in which the REMIC Pool is in existence.
Treasury regulations require that, in addition to the foregoing
requirements, information must be furnished quarterly to Residual
Certificateholders, furnished annually, if applicable, to holders of Regular
Certificates, and filed annually with the Service concerning Code Section 67
expenses (see "Limitations on Deduction of Certain Expenses" above) allocable
to such holders. Furthermore, under such regulations, information must be
furnished quarterly to Residual Certificateholders, furnished annually to
holders of Regular Certificates, and filed annually with the Service
concerning the percentage of the REMIC Pool's assets meeting the qualified
asset tests described above under "Status of REMIC Certificates".
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FEDERAL INCOME TAX CONSEQUENCES FOR CERTIFICATES AS
TO WHICH NO REMIC ELECTION IS MADE
STANDARD CERTIFICATES
General
In the event that no election is made to treat a Trust Fund (or a
segregated pool of assets therein) with respect to a series of Certificates
that are not designated as "Stripped Certificates", as described below, as a
REMIC (Certificates of such a series hereinafter referred to as "Standard
Certificates"), the Trust Fund will be classified as a grantor trust under
subpart E, Part 1 of subchapter J of the Code and not as an association
taxable as a corporation or a "taxable mortgage pool" within the meaning of
Code Section 7701(i). Where there is no fixed retained yield with respect to
the Mortgage Loans underlying the Standard Certificates, the holder of each
such Standard Certificate (a "Standard Certificateholder") in such series
will be treated as the owner of a pro rata undivided interest in the ordinary
income and corpus portions of the Trust Fund represented by its Standard
Certificate and will be considered the beneficial owner of a pro rata
undivided interest in each of the Mortgage Loans, subject to the discussion
below under "Recharacterization of Servicing Fees". Accordingly, the holder
of a Standard Certificate of a particular series will be required to report
on its federal income tax return its pro rata share of the entire income from
the Mortgage Loans represented by its Standard Certificate, including
interest at the coupon rate on such Mortgage Loans, original issue discount
(if any), prepayment fees, assumption fees, and late payment charges received
by the Master Servicer, in accordance with such Standard Certificateholder's
method of accounting. A Standard Certificateholder generally will be able to
deduct its share of the servicing fee and all administrative and other
expenses of the Trust Fund in accordance with its method of accounting,
provided that such amounts are reasonable compensation for services rendered
to that Trust Fund. However, investors who are individuals, estates or trusts
who own Standard Certificates, either directly or indirectly through certain
pass-through entities, will be subject to limitation with respect to certain
itemized deductions described in Code Section 67, including deductions under
Code Section 212 for the servicing fee and all such administrative and other
expenses of the Trust Fund, to the extent that such deductions, in the
aggregate, do not exceed two percent of an investor's adjusted gross income.
In addition, Code Section 68 provides that itemized deductions otherwise
allowable for a taxable year of an individual taxpayer will be reduced by the
lesser of (i) 3% of the excess, if any, of adjusted gross income over
$100,000 ($50,000 in the case of a married individual filing a separate
return) (subject to adjustments for inflation), or (ii) 80% of the amount of
itemized deductions otherwise allowable for such year. As a result, such
investors holding Standard Certificates, directly or indirectly through a
pass-through entity, may have aggregate taxable income in excess of the
aggregate amount of cash received on such Standard Certificates with respect
to interest at the pass-through rate on such Standard Certificates. In
addition, such expenses are not deductible at all for purposes of computing
the alternative minimum tax, and may cause such investors to be subject to
significant additional tax liability. Moreover, where there is fixed retained
yield with respect to the Mortgage Loans underlying a series of Standard
Certificates or where the servicing fee is in excess of reasonable servicing
compensation, the transaction will be subject to the application of the
"stripped bond" and "stripped coupon" rules of the Code, as described below
under "Stripped Certificates" and "Recharacterization of Servicing Fees",
respectively.
Tax Status
Standard Certificates will have the following status for federal income
tax purposes:
1. A Standard Certificate owned by a "domestic building and loan
association" within the meaning of Code Section 7701(a)(19) will be
considered to represent "loans . . . secured by an interest in real property
which is . . . residential real property" within the meaning of Code Section
7701(a)(19)(C)(v), provided that the real property securing the Mortgage
Loans represented by that Standard Certificate is of the type described in
such section of the Code.
2. A Standard Certificate owned by a real estate investment trust will be
considered to represent "real estate assets" within the meaning of Code
Section 856(c)(5)(A) to the extent that the assets of the related Trust Fund
consist of qualified assets, and interest income on such assets will be
considered "interest on obligations secured by mortgages on real property" to
such extent within the meaning of Code Section 856(c)(3)(B).
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3. A Standard Certificate owned by a REMIC will be considered to represent
an "obligation . . . which is principally secured by an interest in real
property" within the meaning of Code Section 860G(a)(3)(A) to the extent that
the assets of the related Trust Fund consist of "qualified mortgages" within
the meaning of Code Section 860G(a)(3).
Premium and Discount
Standard Certificateholders are advised to consult with their tax advisors
as to the federal income tax treatment of premium and discount arising either
upon initial acquisition of Standard Certificates or thereafter.
Premium. The treatment of premium incurred upon the purchase of a Standard
Certificate will be determined generally as described above under "Certain
Federal Income Tax Consequences for REMIC Certificates--Taxation of Residual
Certificates--Treatment of Certain Items of REMIC Income and
Expense--Premium".
Original Issue Discount. The original issue discount rules will be
applicable to a Standard Certificateholder's interest in those Mortgage Loans
as to which the conditions for the application of those sections are met.
Rules regarding periodic inclusion of original issue discount income are
applicable to mortgages of corporations originated after May 27, 1969,
mortgages of noncorporate mortgagors (other than individuals) originated
after July 1, 1982, and mortgages of individuals originated after March 2,
1984. Under the OID Regulations, such original issue discount could arise by
the charging of points by the originator of the mortgages in an amount
greater than a statutory de minimis exception, including a payment of points
currently deductible by the borrower under applicable Code provisions or,
under certain circumstances, by the presence of "teaser rates" on the
Mortgage Loans.
Original issue discount must generally be reported as ordinary gross
income as it accrues under a constant interest method that takes into account
the compounding of interest, in advance of the cash attributable to such
income. Unless indicated otherwise in the applicable Prospectus Supplement,
no prepayment assumption will be assumed for purposes of such accrual.
However, Code Section 1272 provides for a reduction in the amount of original
issue discount includible in the income of a holder of an obligation that
acquires the obligation after its initial issuance at a price greater than
the sum of the original issue price and the previously accrued original issue
discount, less prior payments of principal. Accordingly, if such Mortgage
Loans acquired by a Standard Certificateholder are purchased at a price equal
to the then unpaid principal amount of such Mortgage Loans, no original issue
discount attributable to the difference between the issue price and the
original principal amount of such Mortgage Loans (i.e., points) will be
includible by such holder.
Market Discount. Standard Certificateholders also will be subject to the
market discount rules to the extent that the conditions for application of
those sections are met. Market discount on the Mortgage Loans will be
determined and will be reported as ordinary income generally in the manner
described above under "Certain Federal Income Tax Consequences for REMIC
Certificates--Taxation of Regular Certificates--Market Discount", except that
the ratable accrual methods described therein will not apply and it is
unclear whether a Prepayment Assumption would apply. Rather, the holder will
accrue market discount pro rata over the life of the Mortgage Loans, unless
the constant yield method is elected. Unless indicated otherwise in the
applicable Prospectus Supplement, no prepayment assumption will be assumed
for purposes of such accrual.
Recharacterization of Servicing Fees
If the servicing fee paid to the Master Servicer were deemed to exceed
reasonable servicing compensation, the amount of such excess would represent
neither income nor a deduction to Certificateholders. In this regard, there
are no authoritative guidelines for federal income tax purposes as to either
the maximum amount of servicing compensation that may be considered
reasonable in the context of this or similar transactions or whether, in the
case of the Standard Certificate, the reasonableness of servicing
compensation should be determined on a weighted average or loan-by-loan
basis. If a loan-by-loan basis is appropriate, the likelihood that such
amount would exceed reasonable servicing compensation as to
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some of the Mortgage Loans would be increased. Service guidance indicates
that a servicing fee in excess of reasonable compensation ("excess
servicing") will cause the Mortgage Loans to be treated under the "stripped
bond" rules. Such guidance provides safe harbors for servicing deemed to be
reasonable and requires taxpayers to demonstrate that the value of servicing
fees in excess of such amounts is not greater than the value of the services
provided.
Accordingly, if the Service's approach is upheld, a servicer who receives
a servicing fee in excess of such amounts would be viewed as retaining an
ownership interest in a portion of the interest payments on the Mortgage
Loans. Under the rules of Code Section 1286, the separation of ownership of
the right to receive some or all of the interest payments on an obligation
from the right to receive some or all of the principal payments on the
obligation would result in treatment of such Mortgage Loans as "stripped
coupons" and "stripped bonds". Subject to the de minimis rule discussed below
under "--Stripped Certificates", each stripped bond or stripped coupon could
be considered for this purpose as a non-interest bearing obligation issued on
the date of issue of the Standard Certificates, and the original issue
discount rules of the Code would apply to the holder thereof. While Standard
Certificateholders would still be treated as owners of beneficial interests
in a grantor trust for federal income tax purposes, the corpus of such trust
could be viewed as excluding the portion of the Mortgage Loans the ownership
of which is attributed to the Master Servicer, or as including such portion
as a second class of equitable interest. Applicable Treasury regulations
treat such an arrangement as a fixed investment trust, since the multiple
classes of trust interests should be treated as merely facilitating direct
investments in the trust assets and the existence of multiple classes of
ownership interests is incidental to that purpose. In general, such a
recharacterization should not have any significant effect upon the timing or
amount of income reported by a Standard Certificateholder, except that the
income reported by a cash method holder may be slightly accelerated. See
"Stripped Certificates" below for a further description of the federal income
tax treatment of stripped bonds and stripped coupons.
Sale or Exchange of Standard Certificates
Upon sale or exchange of a Standard Certificate, a Standard
Certificateholder will recognize gain or loss equal to the difference between
the amount realized on the sale and its aggregate adjusted basis in the
Mortgage Loans and the other assets represented by the Standard Certificate.
In general, the aggregate adjusted basis will equal the Standard
Certificateholder's cost for the Standard Certificate, increased by the
amount of any income previously reported with respect to the Standard
Certificate and decreased by the amount of any losses previously reported
with respect to the Standard Certificate and the amount of any distributions
received thereon. Except as provided above with respect to market discount on
any Mortgage Loans, and except for certain financial institutions subject to
the provisions of Code Section 582(c), any such gain or loss would be capital
gain or loss if the Standard Certificate was held as a capital asset.
However, gain on the sale of a Standard Certificate will be treated as
ordinary income (i) if a Standard Certificate is held as part of a
"conversion transaction" as defined in Code Section 1258(c), up to the amount
of interest that would have accrued on the Standard Certificateholder's net
investment in the conversion transaction at 120% of the appropriate
applicable Federal rate in effect at the time the taxpayer entered into the
transaction minus any amount previously treated as ordinary income with
respect to any prior disposition of property that was held as a part of such
transaction or (ii) in the case of a non-corporate taxpayer, to the extent
such taxpayer has made an election under Code Section 163(d)(4) to have net
capital gains taxed as investment income at ordinary income rates. Capital
gains of certain non-corporate taxpayers are subject to a lower maximum tax
rate than ordinary income of such taxpayers. The maximum tax rate for
corporations is the same with respect to both ordinary income and capital
gains.
STRIPPED CERTIFICATES
General
Pursuant to Code Section 1286, the separation of ownership of the right to
receive some or all of the principal payments on an obligation from ownership
of the right to receive some or all of the interest payments results in the
creation of "stripped bonds" with respect to principal payments and "stripped
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coupons" with respect to interest payments. For purposes of this discussion,
Certificates that are subject to those rules will be referred to as "Stripped
Certificates". Stripped Certificates include "Stripped Interest Certificates"
and "Stripped Principal Certificates" (as defined in this Prospectus) as to
which no REMIC election is made.
The Certificates will be subject to those rules if (i) the Depositor or
any of its affiliates retains (for its own account or for purposes of
resale), in the form of fixed retained yield or otherwise, an ownership
interest in a portion of the payments on the Mortgage Loans, (ii) the Master
Servicer is treated as having an ownership interest in the Mortgage Loans to
the extent it is paid (or retains) servicing compensation in an amount
greater than reasonable consideration for servicing the Mortgage Loans (see
"Standard Certificates--Recharacterization of Servicing Fees" above) and
(iii) Certificates are issued in two or more classes or subclasses
representing the right to non-pro-rata percentages of the interest and
principal payments on the Mortgage Loans.
In general, a holder of a Stripped Certificate will be considered to own
"stripped bonds" with respect to its pro rata share of all or a portion of
the principal payments on each Mortgage Loan and/or "stripped coupons" with
respect to its pro rata share of all or a portion of the interest payments on
each Mortgage Loan, including the Stripped Certificate's allocable share of
the servicing fees paid to the Master Servicer, to the extent that such fees
represent reasonable compensation for services rendered. See discussion above
under "Standard Certificates--Recharacterization of Servicing Fees". Although
not free from doubt, for purposes of reporting to Stripped
Certificateholders, the servicing fees will be allocated to the Stripped
Certificates in proportion to the respective entitlements to distributions of
each class (or subclass) of Stripped Certificates for the related period or
periods. The holder of a Stripped Certificate generally will be entitled to a
deduction each year in respect of the servicing fees, as described above
under "Standard Certificates--General", subject to the limitation described
therein.
Code Section 1286 treats a stripped bond or a stripped coupon as an
obligation issued at an original issue discount on the date that such
stripped interest is purchased. Although the treatment of Stripped
Certificates for federal income tax purposes is not clear in certain respects
at this time, particularly where such Stripped Certificates are issued with
respect to a Mortgage Pool containing variable-rate Mortgage Loans, the
Depositor has been advised by counsel that (i) the Trust Fund will be treated
as a grantor trust under subpart E, Part 1 of subchapter J of the Code and
not as an association taxable as a corporation or a "taxable mortgage pool"
within the meaning of Code Section 7701(i), and (ii) each Stripped
Certificate should be treated as a single installment obligation for purposes
of calculating original issue discount and gain or loss on disposition. This
treatment is based on the interrelationship of Code Section 1286, Code
Sections 1272 through 1275, and the OID Regulations. While under Code Section
1286 computations with respect to Stripped Certificates arguably should be
made in one of the ways described below under "Taxation of Stripped
Certificates--Possible Alternative Characterizations," the OID Regulations
state, in general, that two or more debt instruments issued by a single
issuer to a single investor in a single transaction should be treated as a
single debt instrument for original issue discount purposes. The Pooling
Agreement requires that the Trustee make and report all computations
described below using this aggregate approach, unless substantial legal
authority requires otherwise.
Furthermore, Treasury regulations issued December 28, 1992 provide for the
treatment of a Stripped Certificate as a single debt instrument issued on the
date it is purchased for purposes of calculating any original issue discount.
In addition, under these regulations, a Stripped Certificate that represents
a right to payments of both interest and principal may be viewed either as
issued with original issue discount or market discount (as described below),
at a de minimis original issue discount, or, presumably, at a premium. This
treatment suggests that the interest component of such a Stripped Certificate
would be treated as qualified stated interest under the OID Regulations.
Further, these final regulations provide that the purchaser of such a
Stripped Certificate will be required to account for any discount as market
discount rather than original issue discount if either (i) the initial
discount with respect to the Stripped Certificate was treated as zero under
the de minimis rule, or (ii) no more than 100 basis points in excess of
reasonable servicing is stripped off the related Mortgage Loans. Any such
market discount would be reportable as described under "Certain Federal
Income Tax Consequences for REMIC Certificates--Taxation of Regular
Certificates--Market Discount," without regard to the de minimis rule
therein, assuming that a prepayment assumption is employed in such
computation.
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Status of Stripped Certificates
No specific legal authority exists as to whether the character of the
Stripped Certificates, for federal income tax purposes, will be the same as
that of the Mortgage Loans. Although the issue is not free from doubt,
counsel has advised the Depositor that Stripped Certificates owned by
applicable holders should be considered to represent "real estate assets"
within the meaning of Code Section 856(c)(5)(A), "obligation[s] principally
secured by an interest in real property" within the meaning of Code Section
860G(a)(3)(A), and "loans . . . secured by an interest in real property which
is . . . residential real property" within the meaning of Code Section
7701(a)(19)(C)(v), and interest (including original issue discount) income
attributable to Stripped Certificates should be considered to represent
"interest on obligations secured by mortgages on real property" within the
meaning of Code Section 856(c)(3)(B), provided that in each case the Mortgage
Loans and interest on such Mortgage Loans qualify for such treatment.
Taxation of Stripped Certificates
Original Issue Discount. Except as described above under "General", each
Stripped Certificate will be considered to have been issued at an original
issue discount for federal income tax purposes. Original issue discount with
respect to a Stripped Certificate must be included in ordinary income as it
accrues, in accordance with a constant interest method that takes into
account the compounding of interest, which may be prior to the receipt of the
cash attributable to such income. Based in part on the OID Regulations and
the amendments to the original issue discount sections of the Code made by
the 1986 Act, the amount of original issue discount required to be included
in the income of a holder of a Stripped Certificate (referred to in this
discussion as a "Stripped Certificateholder") in any taxable year likely will
be computed generally as described above under "Federal Income Tax
Consequences for REMIC Certificates--Taxation of Regular
Certificates--Original Issue Discount" and "--Variable Rate Regular
Certificates". However, with the apparent exception of a Stripped Certificate
qualifying as a market discount obligation, as described above under
"General", the issue price of a Stripped Certificate will be the purchase
price paid by each holder thereof, and the stated redemption price at
maturity will include the aggregate amount of the payments, other than
qualified stated interest to be made on the Stripped Certificate to such
Stripped Certificateholder, presumably under the Prepayment Assumption.
If the Mortgage Loans prepay at a rate either faster or slower than that
under the Prepayment Assumption, a Stripped Certificateholder's recognition
of original issue discount will be either accelerated or decelerated and the
amount of such original issue discount will be either increased or decreased
depending on the relative interests in principal and interest on each
Mortgage Loan represented by such Stripped Certificateholder's Stripped
Certificate. While the matter is not free from doubt, the holder of a
Stripped Certificate should be entitled in the year that it becomes certain
(assuming no further prepayments) that the holder will not recover a portion
of its adjusted basis in such Stripped Certificate to recognize an ordinary
loss equal to such portion of unrecoverable basis.
As an alternative to the method described above, the fact that some or all
of the interest payments with respect to the Stripped Certificates will not
be made if the Mortgage Loans are prepaid could lead to the interpretation
that such interest payments are "contingent" within the meaning of the OID
Regulations. The OID Regulations, as they relate to the treatment of
contingent interest, are by their terms not applicable to prepayable
securities such as the Stripped Certificates. However, if final regulations
dealing with contingent interest with respect to the Stripped Certificates
apply the same principles as the OID Regulations, such regulations may lead
to different timing of income inclusion that would be the case under the OID
Regulations. Furthermore, application of such principles could lead to the
characterization of gain on the sale of contingent interest Stripped
Certificates as ordinary income. Investors should consult their tax advisors
regarding the appropriate tax treatment of Stripped Certificates.
Sale or Exchange of Stripped Certificates. Sale or exchange of a Stripped
Certificate prior to its maturity will result in gain or loss equal to the
difference, if any, between the amount received and the Stripped
Certificateholder's adjusted basis in such Stripped Certificate, as described
above under "Certain Federal Income Tax Consequences for REMIC
Certificates--Taxation of Regular Certificates--Sale or
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Exchange of Regular Certificates". To the extent that a subsequent
purchaser's purchase price is exceeded by the remaining payments on the
Stripped Certificates, such subsequent purchaser will be required for federal
income tax purposes to accrue and report such excess as if it were original
issue discount in the manner described above. It is not clear for this
purpose whether the assumed prepayment rate that is to be used in the case of
a Stripped Certificateholder other than an original Stripped
Certificateholder should be the Prepayment Assumption or a new rate based on
the circumstances at the date of subsequent purchase.
Purchase of More Than One Class of Stripped Certificates. Where an
investor purchases more than one class of Stripped Certificates, it is
currently unclear whether for federal income tax purposes such classes of
Stripped Certificates should be treated separately or aggregated for purposes
of the rules described above.
Possible Alternative Characterizations. The characterizations of the
Stripped Certificates discussed above are not the only possible
interpretations of the applicable Code provisions. For example, the Stripped
Certificateholder may be treated as the owner of (i) one installment
obligation consisting of such Stripped Certificate's pro rata share of the
payments attributable to principal on each Mortgage Loan and a second
installment obligation consisting of such Stripped Certificate's pro rata
share of the payments attributable to interest on each Mortgage Loan, (ii) as
many stripped bonds or stripped coupons as there are scheduled payments of
principal and/or interest on each Mortgage Loan or (iii) a separate
installment obligation for each Mortgage Loan, representing the Stripped
Certificate's pro rata share of payments of principal and/or interest to be
made with respect thereto. Alternatively, the holder of one or more classes
of Stripped Certificates may be treated as the owner of a pro rata fractional
undivided interest in each Mortgage Loan to the extent that such Stripped
Certificate, or classes of Stripped Certificates in the aggregate, represent
the same pro rata portion of principal and interest on each such Mortgage
Loan, and a stripped bond or stripped coupon (as the case may be), treated as
an installment obligation or contingent payment obligation, as to the
remainder. Final regulations issued on December 28, 1992 regarding original
issue discount on stripped obligations make the foregoing interpretations
less likely to be applicable. The preamble to those regulations states that
they are premised on the assumption that an aggregation approach is
appropriate for determining whether original issue discount on a stripped
bond or stripped coupon is de minimis, and solicits comments on appropriate
rules for aggregating stripped bonds and stripped coupons under Code Section
1286.
Because of these possible varying characterizations of Stripped
Certificates and the resultant differing treatment of income recognition,
Stripped Certificateholders are urged to consult their own tax advisors
regarding the proper treatment of Stripped Certificates for federal income
tax purposes.
REPORTING REQUIREMENTS AND BACKUP WITHHOLDING
The Trustee will furnish, within a reasonable time after the end of each
calendar year, to each Standard Certificateholder or Stripped
Certificateholder at any time during such year, such information (prepared on
the basis described above) as the Trustee deems to be necessary or desirable
to enable such Certificateholders to prepare their federal income tax
returns. Such information will include the amount of original issue discount
accrued on Certificates held by persons other than Certificateholders
exempted from the reporting requirements. The amounts required to be reported
by the Trustee may not be equal to the proper amount of original issue
discount required to be reported as taxable income by a Certificateholder,
other than an original Certificateholder that purchased at the issue price.
In particular, in the case of Stripped Certificates, unless provided
otherwise in the applicable Prospectus Supplement, such reporting will be
based upon a representative initial offering price of each class of Stripped
Certificates. The Trustee will also file such original issue discount
information with the Service. If a Certificateholder fails to supply an
accurate taxpayer identification number or if the Secretary of the Treasury
determines that a Certificateholder has not reported all interest and
dividend income required to be shown on his federal income tax return, 31%
backup withholding may be required in respect of any reportable payments, as
described above under "Certain Federal Income Tax Consequences for REMIC
Certificates--Backup Withholding".
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TAXATION OF CERTAIN FOREIGN INVESTORS
To the extent that a Certificate evidences ownership in Mortgage Loans
that are issued on or before July 18, 1984, interest or original issue
discount paid by the person required to withhold tax under Code Section 1441
or 1442 to nonresident aliens, foreign corporations, or other Non-U.S.
Persons generally will be subject to 30% United States withholding tax, or
such lower rate as may be provided for interest by an applicable tax treaty.
Accrued original issue discount recognized by the Standard Certificateholder
or Stripped Certificateholder on original issue discount recognized by the
Standard Certificateholder or Stripped Certificateholders on the sale or
exchange of such a Certificate also will be subject to federal income tax at
the same rate.
Treasury regulations provide that interest or original issue discount paid
by the Trustee or other withholding agent to a Non-U.S. Person evidencing
ownership interest in Mortgage Loans issued after July 18, 1984 will be
"portfolio interest" and will be treated in the manner, and such persons will
be subject to the same certification requirements, described above under
"Certain Federal Income Tax Consequences for REMIC Certificates--Taxation of
Certain Foreign Investors--Regular Certificates".
STATE AND OTHER TAX CONSIDERATIONS
In addition to the federal income tax consequences described in "Certain
Federal Income Tax Consequences", potential investors should consider the
state and local tax consequences of the acquisition, ownership, and
disposition of the Offered Certificates. State tax law may differ
substantially from the corresponding federal law, and the discussion above
does not purport to describe any aspect of the tax laws of any state or other
jurisdiction. Therefore, prospective investors should consult their own tax
advisors with respect to the various tax consequences of investments in the
Offered Certificates.
ERISA CONSIDERATIONS
GENERAL
The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and the Code impose certain requirements on employee benefit plans, and on
certain other retirement plans and arrangements, including individual
retirement accounts and annuities, Keogh plans, collective investment funds,
insurance company and separate accounts and some insurance company general
accounts in which such plans, accounts or arrangements are invested that are
subject to the fiduciary responsibility provisions of ERISA and Section 4975
of the Code (all of which are hereinafter referred to as "Plans"), and on
persons who are fiduciaries with respect to Plans, in connection with the
investment of Plan assets. Certain employee benefit plans, such as
governmental plans (as defined in ERISA Section 3(32)), and, if no election
has been made under Section 410(d) of the Code, church plans (as defined in
Section 3(33) of ERISA) are not subject to ERISA requirements. Accordingly,
assets of such plans may be invested in Offered Certificates without regard
to the ERISA considerations described below, subject to the provisions of
other applicable federal and state law. Any such plan which is qualified and
exempt from taxation under Sections 401(a) and 501(a) of the Code, however,
is subject to the prohibited transaction rules set forth in Section 503 of
the Code.
ERISA generally imposes on Plan fiduciaries certain general fiduciary
requirements, including those of investment prudence and diversification and
the requirement that a Plan's investments be made in accordance with the
documents governing the Plan. In addition, ERISA and the Code prohibit a
broad range of transactions involving assets of a Plan and persons ("Parties
in Interest") who have certain specified relationships to the Plan, unless a
statutory or administrative exemption is available. Certain Parties in
Interest that participate in a prohibited transaction may be subject to an
excise tax imposed pursuant to Section 4975 of the Code, unless a statutory
or administrative exemption is available. These prohibited transactions
generally are set forth in Section 406 of ERISA and Section 4975 of the Code.
Special caution should be exercised before the assets of a Plan are used to
purchase a Certificate if, with respect to such assets, the Depositor, the
Master Servicer or the Trustee or an affiliate thereof, either: (a) has
investment discretion with respect to the investment of such assets of such
Plan; or (b) has authority
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or responsibility to give, or regularly gives investment advice with respect
to such assets for a fee and pursuant to an agreement or understanding that
such advice will serve as a primary basis for investment decisions with
respect to such assets and that such advice will be based on the particular
investment needs of the Plan.
Before purchasing any Offered Certificates, a Plan fiduciary should
consult with its counsel and determine whether there exists any prohibition
to such purchase under the requirements of ERISA, whether any prohibited
transaction class-exemption or any individual administrative prohibited
transaction exemption (as described below) applies, including whether the
appropriate conditions set forth therein would be met, or whether any
statutory prohibited transaction exemption is applicable, and further should
consult the applicable Prospectus Supplement relating to such Series of
Certificates.
PLAN ASSET REGULATIONS
A Plan's investment in Certificates may cause the Trust Assets to be
deemed Plan assets. Section 2510.3-101 of the regulations of the United
States Department of Labor ("DOL") provides that when a Plan acquires an
equity interest in an entity, the Plan's assets include both such equity
interest and an undivided interest in each of the underlying assets of the
entity, unless certain exceptions not applicable to this discussion apply, or
unless the equity participation in the entity by "benefit plan investors"
(that is, Plans and certain employee benefit plans not subject to ERISA) is
not "significant". For this purpose, in general, equity participation in a
Trust Fund will be "significant" on any date if, immediately after the most
recent acquisition of any Certificate, 25% or more of any class of
Certificates is held by benefit plan investors.
Any person who has discretionary authority or control respecting the
management or disposition of Plan assets, and any person who provides
investment advice with respect to such assets for a fee, is a fiduciary of
the investing Plan. If the Trust Assets constitute Plan assets, then any
party exercising management or discretionary control regarding those assets,
such as a Master Servicer, a Special Servicer or any Sub-Servicer, may be
deemed to be a Plan "fiduciary" with respect to the investing Plan, and thus
subject to the fiduciary responsibility provisions and prohibited transaction
provisions of ERISA and the Code. In addition, if the Trust Assets constitute
Plan assets, the purchase of Certificates by a Plan, as well as the operation
of the Trust Fund, may constitute or involve a prohibited transaction under
ERISA and the Code.
ADMINISTRATIVE EXEMPTIONS
Several underwriters of mortgage-backed securities have applied for and
obtained individual administrative ERISA prohibited transaction exemptions
which can only apply to the purchase and holding of mortgage-backed
securities which, among other conditions, are sold in an offering with
respect to which such underwriter serves as the sole or a managing
underwriter, or as a selling or placement agent. If such an exemption might
be applicable to a Series of Certificates, the related Prospectus Supplement
will refer to such possibility, as well as provide a summary of the
conditions to the applicability.
UNRELATED BUSINESS TAXABLE INCOME; RESIDUAL CERTIFICATES
The purchase of a Residual Certificate by any employee benefit plan
qualified under Code Section 401(a) and exempt from taxation under Code
Section 501(a), including most varieties of ERISA Plans, may give rise to
"unrelated business taxable income" as described in Code Sections 511-515 and
860E. Further, prior to the purchase of Residual Certificates, a prospective
transferee may be required to provide an affidavit to a transferor that it is
not, nor is it purchasing a Residual Certificate on behalf of, a
"Disqualified Organization," which term as defined above includes certain
tax-exempt entities not subject to Code Section 511 including certain
governmental plans, as discussed above under the caption "Certain Federal
Income Tax Consequences--Federal Income Tax Consequences for REMIC
Certificates--Taxation of Residual Certificates--Tax-Related Restrictions on
Transfer of Residual Certificates--Disqualified Organizations."
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Due to the complexity of these rules and the penalties imposed upon
persons involved in prohibited transactions, it is particularly important
that potential investors who are Plan fiduciaries consult with their counsel
regarding the consequences under ERISA of their acquisition and ownership of
Certificates.
The sale of Certificates to an employee benefit plan is in no respect a
representation by the Depositor or the Underwriter that this investment meets
all relevant legal requirements with respect to investments by plans
generally or by any particular plan, or that this investment is appropriate
for plans generally or for any particular plan.
LEGAL INVESTMENT
The Offered Certificates will constitute "mortgage related securities" for
purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended
("SMMEA"), only if so specified in the related Prospectus Supplement. The
appropriate characterization of those Certificates not qualifying as
"mortgage related securities" ("Non-SMMEA Certificates") under various legal
investment restriction, and thus the ability of investors subject to these
restrictions to purchase such Certificates, may be subject to significant
interpretive uncertainties. Accordingly, investors whose investment authority
is subject to legal restrictions should consult their own legal advisors to
determine whether and to what extent the Non-SMMEA Certificates constitute
legal investments for them.
Generally, only classes of Offered Certificates that (i) are rated in one
of the two highest rating categories by one or more Rating Agencies and (ii)
are part of a series evidencing interests in a Trust Fund consisting of loans
originated by certain types of Originators as specified in SMMEA, will be
"mortgage related securities" for purposes of SMMEA. As "mortgage related
securities," such classes will constitute legal investments for persons,
trusts, corporations, partnerships, associations, business trusts and
business entities (including depository institutions, insurance companies,
trustees and pension funds) created pursuant to or existing under the laws of
the United States or of any state (including the District of Columbia and
Puerto Rico) whose authorized investments are subject to state regulation to
the same extent that, under applicable law, obligations issued by or
guaranteed as to principal and interest by the United States or any agency or
instrumentality thereof constitute legal investments for such entities. Under
SMMEA, a number of states enacted legislation on or prior to the October 3,
1991 cut-off for such enactments limiting to various extents the ability of
certain entities (in particular, insurance companies) to invest in "mortgage
related securities," secured by liens on residential, or mixed residential
and commercial properties, in most cases by requiring the affected investors
to rely solely upon existing state law, and not SMMEA. Pursuant to Section
347 of the Riegle Community Development and Regulatory Improvement Act of
1994, which amended the definition of "mortgage related security" (effective
December 31, 1996) to include, in relevant part, Certificates satisfying the
rating and qualified Originator requirements for "mortgage related
securities," but evidencing interests in a Trust Fund consisting, in whole or
in part, of first liens on one or more parcels of real estate upon which are
located one or more commercial structures, states were authorized to enact
legislation, on or before September 23, 2001, specifically referring to
Section 347 and prohibiting or restricting the purchase, holding or
investment by state regulated entities in such types of Certificates.
Accordingly, the investors affected by such legislation will be authorized to
invest in Offered Certificates qualifying as "mortgage related securities"
only to the extent provided in such legislation.
SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal in "mortgage
related securities" without limitation as to the percentage of their assets
represented thereby, federal credit unions may invest in such securities, and
national banks may purchase such securities for their own account without
regard to the limitations generally applicable to investment securities set
forth in 12 U.S.C. Section 24 (Seventh), subject in each case to such
regulations as the applicable federal regulatory authority may prescribe. In
this connection, effective December 31, 1996, the Office of the Comptroller
of the Currency (the "OCC") has amended 12 C.F.R. Part 1 to authorize
national banks to purchase and sell for their own account, without limitation
as to a percentage of the bank's capital and surplus (but subject to
compliance with certain general standards in 12 C.F.R. Section 1.5 concerning
"safety and soundness" and retention of credit information), certain "Type IV
securities,"
100
<PAGE>
defined in 12 C.F.R. Section 1.2(1) to include certain "commercial
mortgage-related securities" and "residential mortgage-related securities."
As so defined, "commercial mortgage-related security" and "residential
mortgage-related security" mean, in relevant part, "mortgage related
security" within the meaning of SMMEA, provided that, in the case of a
"commercial mortgage-related security," it "represents ownership of a
promissory note or certificate of interest or participation that is directly
secured by a first lien on one or more parcels of real estate upon which one
or more commercial structures are located and that is fully secured by
interests in a pool of loans to numerous obligors." In the absence of any
rule or administrative interpretation by the OCC defining the term "numerous
obligors," no representation is made as to whether any class of Certificates
will qualify as "commercial mortgage-related securities," and thus as "Type
IV securities," for investment by national banks. Federal credit unions
should review NCUA Letter to Credit Unions No. 96, as modified by Letter to
Credit Unions No. 108, which includes guidelines to assist federal credit
unions in making investment decisions for mortgage related securities. The
NCUA has adopted rules, codified as 12 C.F.R. Section Section 703.5(f)-(k),
which prohibit federal credit unions from investing in certain mortgage
related securities (including securities such as certain classes of the
Offered Certificates), except under limited circumstances.
All depository institutions considering an investment in the Offered
Certificates should review the "Supervisory Policy Statement on Securities
Activities" dated January 28, 1992, as revised April 15, 1994 (the "Policy
Statement") of the Federal Financial Institutions Examination Council. The
Policy Statement, which has been adopted by the Board of Governors of the
Federal Reserve System, the OCC, the Federal Depository Insurance Company and
the Office of Thrift Supervision, and by the NCUA (with certain
modifications), prohibits depository institutions from investing in certain
"high-risk mortgage securities" (including securities such as certain classes
of the Offered Certificates), except under limited circumstances, and sets
forth certain investment practices deemed to be unsuitable for regulated
institutions.
Institutions whose investment activities are subject to regulation by
federal or state authorities should review rules, policies and guidelines
adopted from time to time by such authorities before purchasing any class of
the Offered Certificates, as certain classes may be deemed unsuitable
investments, or may otherwise be restricted, under such rules, policies or
guidelines (in certain instances irrespective of SMMEA).
The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not
limited to, "prudent investor" provisions, percentage-of-assets limits,
provisions which may restrict or prohibit investment in securities which are
not "interest bearing" or "income paying," and, with regard to any class of
the Offered Certificates issued in book-entry form, provisions which may
restrict or prohibit investments in securities which are issued in book-entry
form.
Except as to the status of certain classes of Offered Certificates as
"mortgage related securities," no representations are made as to the proper
characterization of any class of Offered Certificates for legal investment
purposes, financial institution regulatory purposes, or other purposes, or as
to the ability of particular investors to purchase any class of Offered
Certificates under applicable legal investment restrictions. These
uncertainties (and any unfavorable future determinations concerning legal
investment or financial institution regulatory characteristics of the Offered
Certificates) may adversely affect the liquidity of any class of Offered
Certificates.
Accordingly, all investors whose investment activities are subject to
legal investment laws and regulations, regulatory capital requirements or
review by regulatory authorities should consult with their own legal advisors
in determining whether and to what extent the Offered Certificates of any
class constitute legal investments or are subject to investment, capital or
other restrictions.
101
<PAGE>
METHOD OF DISTRIBUTION
The Offered Certificates offered hereby and by Prospectus Supplements
hereto will be offered in series through one or more of the methods described
below. The Prospectus Supplement prepared for each series will describe the
method of offering being utilized for that series and will state the net
proceeds to the Depositor from such sale.
The Depositor intends that Offered Certificates will be offered through
the following methods from time to time and that offerings may be made
concurrently through more than one of these methods or that an offering of a
particular series of Certificates may be made through a combination of two or
more of these methods. Such methods are as follows:
1. by negotiated firm commitment underwriting and public offering by one
or more underwriters specified in the related Prospectus Supplement;
2. by placements through one or more placement agents specified in the
related Prospectus Supplement primarily with institutional investors and
dealers; and
3. through direct offerings by the Depositor.
If underwriters are used in a sale of any Offered Certificates (other than
in connection with an underwriting on a best efforts basis), such
Certificates will be acquired by the underwriters for their own account and
may be resold from time to time in one or more transactions, including
negotiated transactions, at fixed public offering prices or at varying prices
to be determined at the time of sale or at the time of commitment therefor.
Such underwriters may be broker-dealers affiliated with the Depositor whose
identities and relationships to the Depositor will be as set forth in the
related Prospectus Supplement. The managing underwriter or underwriters with
respect to the offer and sale of a particular series of Certificates will be
set forth in the cover of the Prospectus Supplement relating to such series
and the members of the underwriting syndicate, if any, will be named in such
Prospectus Supplement.
In connection with the sale of the Offered Certificates, underwriters may
receive compensation from the Depositor or from purchasers of the Offered
Certificates in the form of discounts, concessions or commissions.
Underwriters and dealers participating in the distribution of the Offered
Certificates may be deemed to be underwriters in connection with such Offered
Certificates, and any discounts or commissions received by them from the
Depositor and any profit on the resale of Offered Certificates by them may be
deemed to be underwriting discounts and commissions under the Securities Act
of 1933, as amended (the "Securities Act").
It is anticipated that the underwriting agreement pertaining to the sale
of any series of Certificates will provide that the obligations of the
underwriters will be subject to certain conditions precedent, that the
underwriters will be obligated to purchase all Offered Certificates if any
are purchased (other than in connection with an underwriting on a best
efforts basis) and that the Depositor will indemnify the several
underwriters, and each person, if any, who controls any such underwriter
within the meaning of Section 15 of the Securities Act, against certain civil
liabilities, including liabilities under the Securities Act, or will
contribute to payments required to be made in respect thereof.
The Prospectus Supplement with respect to any series offered by placements
through dealers will contain information regarding the nature of such
offering and any agreements to be entered into between the Depositor and
purchasers of Offered Certificates of such series.
The Depositor anticipates that the Offered Certificates offered hereby
will be sold primarily to institutional investors. Purchasers of Offered
Certificates, including dealers, may, depending on the facts and
circumstances of such purchases, be deemed to be "underwriters" within the
meaning of the Securities Act in connection with reoffers and sales by them
of Offered Certificates. Certificateholders should consult with their legal
advisors in this regard prior to any such reoffer or sale.
As to each series of Certificates, only those classes rated in an
investment grade rating category by any Rating Agency will be offered hereby.
Any unrated class may be initially retained by the Depositor, and may be sold
by the Depositor at any time to one or more institutional investors.
102
<PAGE>
If and to the extent required by applicable law or regulation, this
Prospectus will be used by Chase Securities Inc., an affiliate of the
Depositor, in connection with offers and sales related to market-making
transactions in the Offered Certificates previously offered hereunder in
transactions in which Chase Securities Inc. acts as principal. Chase
Securities Inc. may also act as agent in such transactions. Sales may be made
at negotiated prices determined at the time of sale.
LEGAL MATTERS
The validity of the Certificates of each series will be passed upon for
the Depositor by Cadwalader, Wickersham & Taft, New York, New York.
FINANCIAL INFORMATION
A new Trust Fund will be formed with respect to each series of
Certificates, and no Trust Fund will engage in any business activities or
have any assets or obligations prior to the issuance of the related series of
Certificates. Accordingly, no financial statements with respect to any Trust
Fund will be included in this Prospectus or in the related Prospectus
Supplement.
RATING
It is a condition to the issuance of any class of Offered Certificates
that they shall have been rated not lower than investment grade, that is, in
one of the four highest rating categories, by at least one Rating Agency.
Ratings on mortgage pass-through certificates address the likelihood of
receipt by the holders thereof of all collections on the underlying mortgage
assets to which such holders are entitled. These ratings address the
structural, legal and issuer-related aspects associated with such
certificates, the nature of the underlying mortgage assets and the credit
quality of the guarantor, if any. Ratings on mortgage pass-through
certificates do not represent any assessment of the likelihood of principal
prepayments by borrowers or of the degree by which such prepayments might
differ from those originally anticipated. As a result, certificateholders
might suffer a lower than anticipated yield, and, in addition, holders of
stripped interest certificates in extreme cases might fail to recoup their
initial investments.
A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning
rating organization. Each security rating should be evaluated independently
of any other security rating.
103
<PAGE>
INDEX OF PRINCIPAL DEFINITIONS
PAGE
----
1986 Act ................................. 75
Accrual Certificates ................. 13, 38
Accrued Certificate Interest ............. 38
ADA ...................................... 71
ARM Loans ................................ 27
Available Distribution Amount ............ 37
Book-Entry Certificates .............. 15, 37
call risk ........................ 18, 19, 34
Cash Flow Agreement .................. 11, 29
Cash Flow Agreements ...................... 1
CERCLA ............................... 22, 68
Certificate .............................. 45
Certificate Account .............. 11, 28, 47
Certificate Balance ............... 3, 12, 39
Certificate Owner .................... 15, 43
Certificateholders ........................ 2
Certificates ........................... 1, 9
Code ................................. 15, 72
Commercial Properties ................ 10, 25
Commission ................................ 3
Companion Class ...................... 14, 39
Controlled Amortization Class ....... 14, 39
Cooperatives ............................. 25
CPR ...................................... 32
Credit Support .................... 1, 11, 28
Crime Control Act ........................ 71
Cut-off Date ............................. 13
Debt Service Coverage Ratio .............. 25
Definitive Certificates .............. 15, 37
Depositor ................................ 24
Determination Date ................... 30, 37
Direct Participants ...................... 43
Disqualified Organization ............ 86, 99
Disqualified Organizations ........... 86, 87
Distribution Date ........................ 13
Distribution Date Statement .............. 41
DOL ...................................... 99
DTC ........................... 3, 15, 37, 43
Due Dates ................................ 26
Due Period ............................... 30
EPA ...................................... 68
Equity Participation ..................... 27
ERISA ................................ 15, 98
Events of Default ........................ 55
Excess Funds ............................. 35
Exchange Act .............................. 4
extension risk ................... 18, 19, 34
FAMC ..................................... 10
FHLMC .................................... 10
FNMA ..................................... 10
Foreign Investors ........................ 86
Forfeitures In Drug And RICO Proceedings
......................................... 71
Garn Act ................................. 69
GNMA ..................................... 10
Indirect Participants .................... 43
Insurance and Condemnation Proceeds ..... 48
L/C Bank ................................. 60
Liquidation Proceeds ..................... 48
Loan-to-Value Ratio ...................... 26
Lock-out Date ............................ 27
Lock-out Period .......................... 27
Market Discount ...................... 79, 80
Master Servicer ........................ 3, 9
MBS ............................... 1, 10, 24
MBS Agreement ............................ 28
MBS Issuer ............................... 28
MBS Servicer ............................. 28
MBS Trustee .............................. 28
Mortgage Asset Pool ....................... 1
Mortgage Asset Seller .................... 24
Mortgage Assets ....................... 1, 24
Mortgage Loans ..................... 1, 9, 24
Mortgage Notes ........................... 24
Mortgage Rate ........................ 10, 26
Mortgaged Properties ..................... 24
mortgages ................................ 61
Multifamily Properties ................ 9, 24
Net Leases ............................... 26
Net Operating Income ..................... 25
Nonrecoverable Advance ................... 40
Non-SMMEA Certificates .................. 100
Non-U.S. Person .......................... 90
Notional Amount ...................... 12, 38
OCC ..................................... 100
Offered Certificates ...................... 1
OID Regulations .......................... 75
Original Issue Discount .............. 78, 79
Originator ............................... 25
PAC ...................................... 33
Participants ......................... 24, 43
Parties in Interest ...................... 98
Pass-Through Entity .................. 85, 86
Pass-Through Rate ..................... 3, 12
Permitted Investments .................... 48
Plans .................................... 98
Policy Statement ........................ 101
104
<PAGE>
PAGE
----
Pooling Agreement .................... 12, 44
Prepayment Assumption .................... 76
Prepayment Interest Shortfall ............ 30
Prepayment Period ........................ 41
Prepayment Premium ....................... 27
Prospectus Supplement ..................... 1
PRPs ..................................... 68
Random Lot Certificates .................. 75
Rating Agency ............................ 16
Record Date .............................. 37
Regular Certificateholder ................ 75
Regular Certificates ................. 72, 90
regular interests ......................... 3
Related Proceeds ......................... 40
Relief Act ............................... 70
REMIC ............................. 2, 15, 72
REMIC Certificates ....................... 72
REMIC Pool ............................... 72
REMIC Regulations ........................ 72
REO Property ............................. 47
Residual Certificateholders .............. 82
Residual Certificates .................... 72
residual interests ........................ 3
RICO ..................................... 71
Securities Act .......................... 102
Senior Certificates .................. 12, 37
Service .................................. 74
Servicing Standard ....................... 47
SMMEA ............................... 16, 100
SPA ...................................... 32
Special Servicer ................... 3, 9, 47
Standard Certificateholder ............... 92
Startup Day .............................. 73
stripped bond ............................ 94
stripped bonds ........................... 94
Stripped Certificateholder ............... 96
Stripped Certificates ............ 92, 94, 95
stripped coupons ......................... 94
Stripped Interest Certificates .. 12, 37, 95
Stripped Principal Certificates . 12, 37, 95
Subordinate Certificates ............. 12, 37
Sub-Servicer ............................. 47
Sub-Servicing Agreement .................. 47
TAC ...................................... 33
Title V .................................. 70
Treasury ................................. 72
Trust Assets .............................. 3
Trust Fund ................................ 1
Trustee ................................ 3, 9
UCC ...................................... 62
U.S. Person .............................. 87
Value .................................... 26
Voting Rights ............................ 42
Warranting Party ......................... 46
105
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
DEPOSITOR OR BY THE UNDERWRITERS. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, THE SECURITIES OFFERED HEREBY TO ANYONE IN ANY JURISDICTION IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE ANY SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SINCE THE DATE OF
THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
PROSPECTUS SUPPLEMENT
Summary of Prospectus Supplement............S-9
Risk Factors................................S-25
Description of the Mortgage Pool............S-33
Description of the Certificates.............S-59
Servicing of the Mortgage Loans.............S-76
Yield and Maturity Considerations...........S-88
Certain Federal Income Tax Consequences ....S-95
Method of Distribution......................S-97
Legal Matters...............................S-98
Rating......................................S-98
Legal Investment............................S-99
ERISA Considerations........................S-99
Index of Principal Definitions..............S-102
PROSPECTUS
Prospectus Supplement....................... 3
Available Information....................... 3
Incorporation of Certain Information by
Reference.................................. 4
Summary of Prospectus....................... 9
Risk Factors................................ 17
Description of the Trust Funds.............. 24
Yield and Maturity Considerations........... 30
The Depositor............................... 36
Use of Proceeds............................. 36
Description of the Certificates............. 37
Description of the Pooling Agreements ...... 44
Description of Credit Support............... 59
Certain Legal Aspects of Mortgage Loans .... 61
Certain Federal Income Tax Consequences .... 72
State and Other Tax Considerations.......... 98
ERISA Considerations........................ 98
Legal Investment............................ 100
Method of Distribution...................... 102
Legal Matters............................... 103
Financial Information....................... 103
Rating...................................... 103
Index of Principal Definitions.............. 104
</TABLE>
UNTIL SEPTEMBER 3, 1997, ALL DEALERS EFFECTING TRANSACTIONS IN THE OFFERED
CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE
REQUIRED TO DELIVER A PROSPECTUS SUPPLEMENT AND THE PROSPECTUS TO WHICH IT
RELATES. THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS SUPPLEMENT AND PROSPECTUS WHEN ACTING AS
UNDERWRITERS WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
1
<PAGE>
$477,728,613
(APPROXIMATE)
CHASE COMMERCIAL
MORTGAGE SECURITIES
CORP.
COMMERCIAL
MORTGAGE PASS-THROUGH
CERTIFICATES,
SERIES 1997-1
- -----------------------------------------------------------------------------
CLASS A-1 CERTIFICATES $100,600,000
CLASS A-2 CERTIFICATES $283,717,991
CLASS X CERTIFICATES $533,774,986
CLASS B CERTIFICATES $ 26,688,749
CLASS C CERTIFICATES $ 26,688,749
CLASS D CERTIFICATES $ 29,357,624
CLASS E CERTIFICATES $ 10,675,500
PROSPECTUS SUPPLEMENT
- -----------------------------------------------------------------------------
CHASE SECURITIES INC.
BEAR, STEARNS & CO. INC.
PAINEWEBBER INCORPORATED
June 5, 1997
