SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 19, 1998
Chase Commercial Mortgage Securities Corp.
(Issuer in respect of Commercial Mortgage
Pass-Through Certificates, Series 1998-2)
(Exact name of registrant as
specified in its charter)
New York 333-48395 13-3728743
- ---------------------------- ----------- -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number Identification No.)
270 Park Avenue, New York, New York 10017
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(Address of principal executive offices) (Zip Code)
Exhibit Index is on Page 5
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<PAGE>
Item 5. Other Events.
Attached as Exhibit 4 is the Pooling and Servicing Agreement (as defined
below) for Chase Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 1998-2. On November 19, 1998, Chase Commercial
Mortgage Securities Corp. (the "Company") caused the issuance, pursuant to a
Pooling and Servicing Agreement, dated as of November 10, 1998 (the "Pooling and
Servicing Agreement"), by and among the Company, as depositor, State Street Bank
and Trust Company, as trustee, GMAC Commercial Mortgage Corporation, as
servicer, and GMAC Commercial Mortgage Corporation, as special servicer, of
Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through
Certificates, Series 1998-2 (the "Certificates"), issued in fourteen classes.
The Class A-1, Class A-2, Class X, Class B, Class C, Class D and Class E
Certificates, with an aggregate scheduled principal balance as of November 10,
1998 of $1,144,492,904 were sold to Chase Securities Inc. (the "Underwriter"),
pursuant to an Underwriting Agreement dated as of November 10, 1998, by and
among the Company and the Underwriter.
Capitalized terms used herein and not defined herein have the same meanings
ascribed to such terms in the Pooling and Servicing Agreement.
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit 4 Pooling and Servicing Agreement
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November __, 1998
CHASE COMMERCIAL MORTGAGE
SECURITIES CORPORATION
By: /s/ Steven Schwartz
--------------------
Name: Steven Schwartz
Title: Vice President
<PAGE>
INDEX TO EXHIBITS
Item 601(a) of
Regulation S-K
Exhibit No. Description Page
- -------------- ----------- ----
4 Pooling and Servicing Agreement 6
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
Depositor
GMAC COMMERCIAL MORTGAGE CORPORATION
Servicer
GMAC COMMERCIAL MORTGAGE CORPORATION
Special Servicer
and
STATE STREET BANK AND TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of November 10, 1998
$1,268,136,181
Commercial Mortgage Pass-Through Certificates
Series 1998-2
================================================================================
<PAGE>
TABLE OF CONTENTS
ARTICLE I DEFINITIONS
SECTION 1.01. Defined Terms
SECTION 1.02. Certain Calculations
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES
SECTION 2.01. Conveyance of Mortgage Loans50
SECTION 2.02. Acceptance by Trustee
SECTION 2.03. Representations, Warranties and Covenants of the
Depositor; Mortgage Loan Seller's Repurchase
of Mortgage Loans for Defects in Mortgage Files
and Breaches of Representations and Warranties
SECTION 2.04. Execution of Certificates
ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND
SECTION 3.01. Servicer to Act as Servicer; Special Servicer to
Act as Special Servicer; Administration of the
Mortgage Loans
SECTION 3.02. Collection of Mortgage Loan Payments58
SECTION 3.03. Collection of Taxes, Assessments and Similar Items;
Servicing Accounts
SECTION 3.04. The Certificate Account, the Lower-Tier and
Upper-Tier Distribution Accounts, and the
Excess Interest Distribution Account
SECTION 3.05. Permitted Withdrawals From the Certificate Account
and the Distribution Accounts
SECTION 3.06. Investment of Funds in the Certificate Account, the
Interest Reserve Account and the REO Account
SECTION 3.07. Maintenance of Insurance Policies; Errors and
Omissions and Fidelity Coverage
SECTION 3.08. Enforcement of Due-On-Sale Clauses; Assumption Agreements
SECTION 3.09. Realization Upon Defaulted Mortgage Loans
SECTION 3.10. Trustee to Cooperate; Release of Mortgage Files
SECTION 3.11. Servicing Compensation
SECTION 3.12. Inspections; Collection of Financial Statements
SECTION 3.13. Annual Statement as to Compliance
SECTION 3.14. Reports by Independent Public Accountants
SECTION 3.15. Access to Certain Information
SECTION 3.16. Title to REO Property; REO Account
SECTION 3.17. Management of REO Property
<PAGE>
SECTION 3.18. Sale of Defaulted Mortgage Loans and REO Properties
SECTION 3.19. [Intentionally Omitted]
SECTION 3.20. Modifications, Waivers, Amendments and Consents
SECTION 3.21. Transfer of Servicing Between Servicer and
Special Servicer; Record Keeping; Asset
Status Report
SECTION 3.22. Sub-Servicing Agreements
SECTION 3.23. Representations, Warranties and Covenants of the
Servicer and the Special Servicer
SECTION 3.24. Interest Reserve Account
SECTION 3.25. Excess Interest Distribution Account
SECTION 3.26. Surety Bonds and Lease Enhancement Policies
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. Distributions
SECTION 4.02. Statements to Certificateholders; Collection Reports
SECTION 4.03. P&I Advances
SECTION 4.04. Allocation of Collateral Support Deficit
SECTION 4.05. Appraisal Reductions
SECTION 4.06. Certificate Deferred Interest
ARTICLE V THE CERTIFICATES
SECTION 5.01. The Certificates
SECTION 5.02. Registration of Transfer and Exchange of Certificates
SECTION 5.03. Book-Entry Certificates
SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates
SECTION 5.05. Persons Deemed Owners
SECTION 5.06. Appointment of Paying Agent
ARTICLE VI THE DEPOSITOR, THE SERVICER AND THE SPECIAL SERVICER
SECTION 6.01. Liability of the Depositor, the Servicer and the
Special Servicer
SECTION 6.02. Merger, Consolidation or Conversion of the Depositor,
the Servicer or the Special Servicer
SECTION 6.03. Limitation on Liability of the Depositor, the
Servicer, the Special Servicer and Others
SECTION 6.04. Depositor, Servicer and Special Servicer Not to
Resign; Assignment
SECTION 6.05. Rights of the Depositor in Respect of the Servicer
and the Special Servicer
SECTION 6.06. Year 2000 Compliance
SECTION 6.07. Rating Agency Fees
ARTICLE VII DEFAULT
<PAGE>
SECTION 7.01. Events of Default; Servicer and Special Servicer
Termination
SECTION 7.02. Trustee to Act; Appointment of Successor
SECTION 7.03. Notification to Certificateholders
SECTION 7.04. Waiver of Events of Default
SECTION 7.05. Trustee as Maker of Advances
ARTICLE VIII CONCERNING THE TRUSTEE
SECTION 8.01. Duties of Trustee
SECTION 8.02. Certain Matters Affecting the Trustee
SECTION 8.03. Trustee and Paying Agent Not Liable for Validity or
Sufficiency of Certificates or Mortgage Loans
SECTION 8.04. Trustee May Own Certificates
SECTION 8.05. Fees and Expenses of Trustee; Indemnification of Trustee
SECTION 8.06. Eligibility Requirements for Trustee
SECTION 8.07. Resignation and Removal of the Trustee
SECTION 8.08. Successor Trustee
SECTION 8.09. Merger or Consolidation of Trustee
SECTION 8.10. Appointment of Co-Trustee or Separate Trustee
SECTION 8.11. Appointment of Custodians
SECTION 8.12. Access to Certain Information
SECTION 8.13. Representations and Warranties of the Trustee
ARTICLE IX TERMINATION
SECTION 9.01. Termination Upon Repurchase or Liquidation of All
Mortgage Loans
SECTION 9.02. Additional Termination Requirements
ARTICLE X ADDITIONAL REMIC PROVISIONS
SECTION 10.01. REMIC Administration
SECTION 10.02. Depositor, Servicer, Special Servicer and Trustee to
Cooperate with Paying Agent
SECTION 10.03. Use of Agents
ARTICLE XI MISCELLANEOUS PROVISIONS
SECTION 11.01. Amendment
SECTION 11.02. Recordation of Agreement; Counterparts
SECTION 11.03. Limitation on Rights of Certificateholders
SECTION 11.04. Governing Law
SECTION 11.05. Notices. 165
SECTION 11.06. Severability of Provisions
SECTION 11.07. Grant of a Security Interest
SECTION 11.08. Successors and Assigns; Beneficiaries
<PAGE>
SECTION 11.09. Article and Section Headings
SECTION 11.10. Notices to the Rating Agencies
<PAGE>
EXHIBITS
Exhibit A-1 Form of Class A-1 Certificate
Exhibit A-2 Form of Class A-2 Certificate
Exhibit A-3 Form of Class B Certificate
Exhibit A-4 Form of Class C Certificate
Exhibit A-5 Form of Class D Certificate
Exhibit A-6 Form of Class E Certificate
Exhibit A-7 Form of Class F Certificate
Exhibit A-8 Form of Class G Certificate
Exhibit A-9 Form of Class H Certificate
Exhibit A-10 Form of Class I Certificate
Exhibit A-11 Form of Class J Certificate
Exhibit A-12 Form of Class X Certificate
Exhibit A-13 Form of Class R Certificate
Exhibit A-14 Form of Class LR Certificate
Exhibit B Mortgage Loan Schedule
Exhibit C Form of Investment Representation Letter
Exhibit D-1 Form of Transfer Affidavit
Exhibit D-2 Form of Transferor Letter
Exhibit E [Intentionally Omitted]
Exhibit F Form of Request for Release
Exhibit G Form of ERISA Representation Letter
Exhibit H Form of Statement to Certificateholders
Exhibit I Form of Omnibus Assignment
SCHEDULES
Schedule 1 Computerized Database Information
Schedule 2 Mortgage Loans Containing Affiliate Debt
Schedule 3 Mortgage Loans Which Initially Pay Interest Only
Schedule 4 Defeasance Mortgage Loans
Schedule 5A Mortgage Loans which represent over 2% of the Initial Pool
Balance
Schedule 5B Mortgage Loans which represent over 5% of the Initial Pool
Balance
<PAGE>
This Pooling and Servicing Agreement (the "Agreement"), is dated and
effective as of November 10, 1998, among Chase Commercial Mortgage Securities
Corp. as Depositor, GMAC Commercial Mortgage Corporation, as Servicer, GMAC
Commercial Mortgage Corporation, as Special Servicer and State Street Bank and
Trust Company, as Trustee.
PRELIMINARY STATEMENT:
The Depositor intends to sell commercial mortgage pass-through
certificates (collectively, the "Certificates"), to be issued hereunder in
multiple classes (each, a "Class"), which in the aggregate will evidence the
entire beneficial ownership interest in the trust fund (the "Trust Fund") to be
created hereunder, the primary assets of which will be a pool of commercial and
multifamily mortgage loans (the "Mortgage Loans"). As provided herein, the
Paying Agent shall elect or shall cause an election to be made to treat the
Trust Fund (exclusive of the Excess Interest and Excess Interest Distribution
Account) for federal income tax purposes as two separate real estate mortgage
investment conduits (the "Upper-Tier REMIC" and the "Lower-Tier REMIC", and
each, a "REMIC").
<PAGE>
The following table sets forth the designation, the pass-through rate
(the "Pass-Through Rate"), the aggregate initial principal amount (the "Original
Certificate Balance") or Notional Amount ("Original Notional Amount"), as
applicable, and the initial ratings given each Class by the Rating Agencies (the
"Original Ratings") for each Class of Certificates comprising the interests in
the Upper-Tier REMIC created hereunder:
UPPER-TIER REMIC
Original
Class Original Rating
Designation Pass-Through Rate Certificate Balance DCR/S&P(1)
- ----------- ----------------- ------------------- ----------
(per annum)
Class A-1 6.025% $ 198,800,000 AAA/AAA
Class A-2 6.39% $ 720,598,732 AAA/AAA
Class B 6.39% $ 63,406,809 AA/AA
Class C 6.39% $ 69,747,490 A/A
Class D 6.39% $ 72,917,830 BBB/BBB
Class E 6.39% $ 19,022,043 BBB-/BBB-
Class F 6.39% $ 57,066,128 BB/*
Class G 6.39% $ 12,681,362 BB-/*
Class H 6.39%(2) $ 22,192,383 B/*
Class I 6.39%(2) $ 9,511,021 B-/*
Class J 6.39%(2) $ 22,192,383 */*
Class X (3) (4) AAA/AAAr
Class R None (5) */*
- ----------
(1) The Certificates marked with an asterisk have not been rated by the
applicable Rating Agency.
(2) The Pass-Through Rate for any Distribution Date for each of the Class H,
Class I and Class J Certificates shall be the lesser of (i) 6.39% per annum
and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.
(3) The Pass-Through Rate for any Distribution Date for Class X Certificates
will be the Class X Pass-Through Rate. The Pass-Through Rate of the Class X
Certificates for the first Distribution Date shall be 0.5781% per annum.
(4) The Class X Certificates will not have a Certificate Balance and will not
be entitled to receive distributions of principal. Interest will accrue on
the Components of such Class at the Component Pass-Through Rates thereof on
the Notional Amounts thereof. The Notional Amount of each Component for any
Distribution Date will be equal to the Lower-Tier Principal Amount of the
respective Uncertificated Lower-Tier Interest for such Distribution Date,
which will be equal to the Certificate Balance of the Related Certificates
as of the preceding Distribution Date (after giving effect to the
distribution of principal and allocation of Collateral Support Deficit on
such Distribution Date) or, in the case of the first Distribution Date, the
Cut-off Date. The original Notional Amount of the Class X Certificates is
$1,268,136,181.
<PAGE>
(5) The Class R Certificates do not have a Certificate Balance or Notional
Amount, do not bear interest and will not be entitled to distributions of
Prepayment Premiums or Yield Maintenance Charges. Any Available
Distribution Amount remaining in the Upper-Tier Distribution Account, after
all required distributions under this Agreement have been made to each
other Class of Certificates, will be distributed to the Holders of the
Class R Certificates.
The Class A-1, Class A-2, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class I, Class J and Class X Certificates will evidence
"regular interests" in the Upper-Tier REMIC created hereunder. The sole Class of
"residual interests" in the Upper-Tier REMIC created hereunder will be evidenced
by the Class R Certificates. The Class LA-1, Class LA-2, Class LB, Class LC,
Class LD, Class LE, Class LF, Class LG, Class LH, Class LI and Class LJ
Uncertificated Interests will evidence "regular interests" in the Lower-Tier
REMIC created hereunder. The sole Class of "residual interests" in the
Lower-Tier REMIC created hereunder will be evidenced by the Class LR
Certificates.
The following table sets forth the initial Lower-Tier Principal
Amounts and per annum rates of interest for the Uncertificated Lower-Tier
Interests and the Class LR Certificates:
LOWER-TIER REMIC
Class Original Lower-Tier Principal
Designation Interest Rate Amount or Notional Amount
- ----------- ------------- -------------------------
Class LA-1 (6) $ 198,800,000
Class LA-2 (6) $ 720,598,732
Class LB (6) $ 63,406,809
Class LC (6) $ 69,747,490
Class LD (6) $ 72,917,830
Class LE (6) $ 19,022,043
Class LF (6) $ 57,066,128
Class LG (6) $ 12,681,362
Class LH (6) $ 22,192,383
Class LI (6) $ 9,511,021
Class LJ (6) $ 22,192,383
Class LR None(7) None(7)
- ----------
(6) The interest rate for each Class of Uncertificated Lower-Tier Interests
shall be the Weighted Average Net Mortgage Rate.
(7) The Class LR Certificates do not have a Certificate Balance or Notional
Amount, do not bear interest and will not be entitled to distributions of
Prepayment Premiums or Yield Maintenance Charges. Any Available
Distribution Amount remaining in the Lower-Tier Distribution Account after
distributing the Lower-Tier Distribution Amount shall be distributed to the
Holders of the Class LR Certificates (but only to the extent of
<PAGE>
the Available Distribution Amount for such Distribution Date remaining in
the Lower-Tier Distribution Account, if any).
As of close of business on the Cut-off Date, the Mortgage Loans had an
aggregate principal balance, after application of all payments of principal due
on or before such date, whether or not received, equal to $1,268,136,183.
In consideration of the mutual agreements herein contained, the
Depositor, the Servicer, the Special Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms.
Whenever used in this Agreement, including in the Preliminary
Statement, the following words and phrases, unless the context otherwise
requires, shall have the meanings specified in this Article.
"Accrued Certificate Interest": With respect to each Distribution Date
and each Class of Certificates (other than Class X Certificates and the Residual
Certificates), an amount equal to interest for the related Interest Accrual
Period at the Pass-Through Rate applicable to such Class of Certificates for
such Distribution Date, accrued on the related Certificate Balance of such Class
outstanding immediately prior to such Distribution Date (provided, that for
interest accrual purposes any distributions in reduction of Certificate Balance
or reductions in Certificate Balance as a result of allocations of Collateral
Support Deficit on the Distribution Date occurring in an Interest Accrual Period
shall be deemed to have been made on the first day of such Interest Accrual
Period). With respect to any Distribution Date and the Class X Certificates, an
amount equal to interest for the related Interest Accrual Period at the
Pass-Through Rate for such Class for such Interest Accrual Period on the
Notional Amount of such Class (provided, that for interest accrual purposes any
distributions in reduction of Notional Amount or reductions in Notional Amount
as a result of allocations of Collateral Support Deficit on the Distribution
Date occurring in an Interest Accrual Period shall be deemed to have been made
on the first day of such Interest Accrual Period). Accrued Certificate Interest
shall be calculated on the basis of a 360-day year consisting of twelve 30-day
months.
"Actual/360 Mortgage Loans": The Mortgage Loans indicated as such in
the Mortgage Loan Schedule.
"Administrative Cost Rate": The sum of the Standby Servicing Fee Rate,
the Servicing Fee Rate and the Trustee Fee Rate, which shall be equal to
0.08075% per annum computed on the basis of the Stated Principal Balance of the
related Mortgage Loan; provided, however, that with respect to the Mortgage
Loans identified as Mortgage Loan ID numbers 13, 76, 77, 81 and 93 on the
Mortgage Loan Schedule, the rate shall be equal to 0.04575% per
<PAGE>
annum, in each case computed on the basis of the Stated Principal Balance of the
related Mortgage Loan.
"Advance": Any P&I Advance or Servicing Advance.
"Adverse REMIC Event": As defined in Section 10.01(f).
"Affiliate": With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
"Affiliate Debt": With respect to any Mortgage Loan, any debt owed by
the related Mortgagor to a party other than the lender under such Mortgage Loan
as of the Closing Date as set forth on Schedule 2 hereto, as increased or
decreased from time to time pursuant to the terms of the related subordinate
loan documents (including any subordination agreement).
"Agent": As defined in Section 5.02(d)(i)(A).
"Agreement": This Pooling and Servicing Agreement and all amendments
hereof and supplements hereto.
"Anticipated Repayment Date": With respect to any Mortgage Loan that
is indicated on the Mortgage Loan Schedule as having a Revised Rate, the date
upon which such Mortgage Loan commences accruing interest at such Revised Rate.
"Appraisal": An appraisal prepared by an Independent MAI appraiser
with at least five years experience in properties of like kind and in the same
area, prepared in accordance with 12 C.F.R. 225.64, or, in connection with an
Appraisal Reduction, an appraisal meeting the requirements of clause (b)(i)(B)
in the definition of Appraisal Reduction.
"Appraisal Reduction": For any Distribution Date and for any Mortgage
Loan as to which an Appraisal Reduction Event has occurred, an amount equal to
the excess, if any, of (a) the Stated Principal Balance of such Mortgage Loan
over (b) the excess of (i) 90% of the Appraised Value of the related Mortgaged
Property 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 of, as of the Due Date occurring in the month
of such Distribution Date, (A) to the extent not previously advanced by the
Servicer or Trustee, all unpaid interest on such Mortgage Loan at a per annum
rate equal to its Mortgage Rate, (B) all unreimbursed Advances and interest
thereon at the Reimbursement Rate in respect of such Mortgage Loan and (C) all
currently due and unpaid real estate taxes, assessments, insurance premiums and
ground rents and all other
<PAGE>
amounts due and unpaid with respect to such Mortgage Loan, net of any amounts
currently escrowed for such amounts (which taxes, premiums, ground rents and
other amounts have not been subject to an Advance by the Servicer or the
Trustee, as applicable); provided, however, without limiting the Special
Servicer's obligation to order and obtain such Appraisal Reduction, if the
Special Servicer has not obtained the appraisal referred to in clause (b)(A) or
(b)(B) above within 60 days of the Appraisal Reduction Event, the amount of the
Appraisal Reduction shall be deemed to be an amount equal to 25% of the current
Stated Principal Balance of the related Mortgage Loan until such time as the
appraisal referred to in clause (b)(i)(A) or (b)(i)(B) above is received and the
Appraisal Reduction is calculated. Within 60 days after the Appraisal Reduction
Event, the Special Servicer shall order and receive an Appraisal (the cost of
which shall be paid as a Servicing Advance by the Servicer); provided, however,
that with respect to an Appraisal Reduction Event as set forth in clause (ii) of
the definition of Appraisal Reduction Event, the Special Servicer shall order
and receive such Appraisal within the 120 day period set forth in such clause
(ii), which Appraisal shall be delivered by the Special Servicer to the
Servicer, and the Servicer shall deliver such Appraisal to the Trustee, the
Paying Agent and each Holder of a Class F, Class G, Class H, Class I and Class J
Certificate within 15 days of receipt by the Servicer of such Appraisal from the
Special Servicer.
With respect to each Mortgage Loan as to which an Appraisal Reduction
has occurred (unless such Mortgage Loan has become a Corrected Mortgage Loan and
has remained current for twelve consecutive Monthly Payments (for such purposes
taking into account any amendment or modification of such Mortgage Loan)), the
Special Servicer shall, within 30 days of each annual anniversary of the related
Appraisal Reduction Event, order an Appraisal (which may be an update of a prior
Appraisal), the cost of which shall be paid by the Servicer as a Servicing
Advance. Based upon such Appraisal, the Special Servicer shall redetermine and
report to the Paying Agent and the Trustee the amount of the Appraisal Reduction
with respect to such Mortgage Loan and such redetermined Appraisal Reduction
shall replace the prior Appraisal Reduction with respect to such Mortgage Loan.
With respect to each Mortgage Loan as to which an Appraisal Reduction
has occurred and which has become a Corrected Mortgage Loan and has remained
current for twelve consecutive Monthly Payments (for such purposes taking into
account any amendment or modification of such Mortgage Loan), and with respect
to which no other Appraisal Reduction Event has occurred and is continuing, the
Special Servicer may within 30 days of the date of such twelfth Monthly Payment,
order an Appraisal (which may be an update of a prior Appraisal), the cost of
which shall be paid by the Servicer as a Servicing Advance. Based upon such
Appraisal, the Special Servicer shall redetermine and report to the Paying Agent
and the Trustee 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 immediately 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.
<PAGE>
Notwithstanding anything herein to the contrary, the aggregate
Appraisal Reduction related to a Mortgage Loan or the related REO Property will
be reduced to zero as of the date such Mortgage Loan is paid in full,
liquidated, repurchased or otherwise removed from the Trust Fund.
"Appraisal Reduction Amount": With respect to any Distribution Date,
(i) with respect to the Certificates, an amount equal to the product of (a) the
applicable Pass-Through Rate on the Class of Certificates to which the Appraisal
Reduction is allocated (or each such Pass-Through Rate if such Appraisal
Reduction is allocated to more than one such Class), and (b) the sum of all
Appraisal Reductions with respect to such Distribution Date (or, if such
Appraisal Reduction is allocated to more than one Class of Certificates, the
portion thereof allocated to each such Class) or (ii) with respect to each
Mortgage Loan for such Distribution Date, an amount equal to the product of (a)
the applicable Pass-Through Rate on the Class of Certificates to which the
Appraisal Reduction is allocated (or each such Pass-Through Rate if such
Appraisal Reduction is allocated to more than one such Class), and (b) the
Appraisal Reduction with respect to such Mortgage Loan with respect to such
Distribution Date.
"Appraisal Reduction Event": With respect to any Mortgage Loan, the
earliest of (i) the third anniversary of the date on which the first extension
of the Maturity Date of such Mortgage Loan becomes effective as a result of a
modification of such Mortgage Loan by the Special Servicer pursuant to the terms
hereof, which extension does not decrease the amount of Monthly Payments on the
Mortgage Loan, (ii) 120 days after an uncured delinquency (without regard to the
application of any grace period) occurs in respect of such Mortgage Loan, (iii)
the date on which a reduction in the amount of Monthly Payments on such Mortgage
Loan, or a change in any other material economic term of such Mortgage Loan
(other than an extension of the Maturity Date), becomes effective as a result of
a modification of such Mortgage Loan by the Special Servicer, (iv) 60 days after
a receiver has been appointed, (v) 60 days after a Mortgagor declares
bankruptcy, (vi) 60 days after an involuntary petition of bankruptcy is filed
with respect to the Mortgagor, if such petition is not dismissed prior to the
expiration of such period; and (vii) 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
Special Servicer shall notify the Servicer promptly upon the occurrence of any
of the foregoing events.
"Appraised Value": With respect to any Mortgaged Property, the
appraised value thereof as determined by an Appraisal of the Mortgaged Property
securing such Mortgage Loan made by an Independent MAI appraiser selected by the
Servicer or Special Servicer, as applicable.
"Asset Status Report": As defined in Section 3.21(e).
"Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar instrument executed by the
Mortgagor, assigning to the mortgagee all of the income, rents and profits
derived from the ownership,
<PAGE>
operation, leasing or disposition of all or a portion of such Mortgaged
Property, in the form which was duly executed, acknowledged and delivered, as
amended, modified, renewed or extended through the date hereof and from time to
time hereafter.
"Assumed Scheduled Payment": For any Due Period and with respect to
any Mortgage Loan that is delinquent in respect of its Balloon Payment
(including any REO Loan as to which the Balloon Payment would have been past
due), an amount equal to the sum of (a) the principal portion of the Monthly
Payment that would have been due on such Mortgage Loan on the related Due Date
based on the constant payment required by the related Mortgage Note or the
original amortization schedule thereof (as calculated with interest at the
related Mortgage Rate), if applicable, assuming such Balloon Payment has not
become due, after giving effect to any modification of such Mortgage Loan, and
(b) interest on the Stated Principal Balance of such Mortgage Loan at the
applicable Mortgage Rate (net of interest at the Servicing Fee Rate).
"Authenticating Agent": Any agent of the Trustee appointed to act as
Authenticating Agent pursuant to Section 5.01.
"Available Distribution Amount": With respect to any Distribution
Date, an amount equal to the sum of (without duplication):
(a) the aggregate amount relating to the Trust Fund on deposit in the
Certificate Account and the Lower-Tier Distribution Account
(exclusive of any investment income contained therein) as of the
close of business on the Business Day preceding the related P&I
Advance Date, exclusive of (without duplication):
(i) all Monthly Payments paid by the Mortgagors that are due on
a Due Date following the end of the related Due Period;
(ii) all Principal Prepayments (together with any related
payments of interest allocable to the period following the
Due Date for the related Mortgage Loan during the related
Due Period), Balloon Payments, Liquidation Proceeds or
Insurance and Condemnation Proceeds received after the end
of the related Due Period;
(iii) all amounts payable or reimbursable to any Person from the
Certificate Account pursuant to clauses (ii) - (xvi),
inclusive, and clause (xviii) of Section 3.05(a);
(iv) all amounts payable or reimbursable to any Person from the
Lower-Tier Distribution Account pursuant to clauses (ii) -
(v), inclusive, of Section 3.05(b);
(v) all Prepayment Premiums and Yield Maintenance Charges;
<PAGE>
(vi) any interest or investment income on funds on deposit in the
Excess Interest Distribution Account;
(vii) Excess Interest;
(viii) all amounts deposited in the Certificate Account or the
Lower-Tier Distribution Account, as the case may be, in
error; and
(ix) with respect to the Interest Reserve Loans and any
Distribution Date relating to each Interest Accrual Period
ending in (1) each January or (2) any December in a year
immediately preceding a year which is not a leap year, an
amount equal to one day of interest on the Stated Principal
Balance of such Mortgage Loan as of the Due Date in the
month preceding the month in which such Distribution Date
occurs at the related Mortgage Rate to the extent such
amounts are to be deposited in the Interest Reserve Account
and held for future distribution pursuant to Section 3.24;
(b) if and to the extent not already included in clause (a) hereof,
the aggregate amount transferred from the REO Account to the
Certificate Account for such Distribution Date pursuant to
Section 3.16(c);
(c) the aggregate amount of any P&I Advances made by the Servicer or
the Trustee, as applicable, for such Distribution Date pursuant
to Section 4.03 or 7.05 (net of the related Trustee Fee with
respect to the Mortgage Loans for which such P&I Advances are
made); and
(d) for the Distribution Date occurring in each March, the Withheld
Amounts remitted to the Lower-Tier Distribution Account pursuant
to Section 3.24(b).
Notwithstanding the investment of funds held in the Certificate Account or the
Lower-Tier Distribution Account pursuant to Section 3.06, for purposes of
calculating the Available Distribution Amount, the amounts so invested shall be
deemed to remain on deposit in such account.
"Balloon Mortgage Loan": Any Mortgage Loan that by its original terms
or by virtue of any modification entered into as of the Closing Date provides
for an amortization schedule extending beyond its Maturity Date.
"Balloon Payment": With respect to any Balloon Mortgage Loan as of any
date of determination, the Monthly Payment payable on the Maturity Date of such
Mortgage Loan.
"Bankruptcy Code": The federal Bankruptcy Code, as amended from time
to time (Title 11 of the United States Code).
<PAGE>
"Base Interest Fraction": With respect to any Principal Prepayment on
any Mortgage Loan and with respect to any of the Class A, Class B, Class C,
Class D and Class E Certificates, a fraction (A) whose numerator is the greater
of (x) zero and (y) the difference between (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 or Discount Rate, as the case may be, is greater than the Mortgage
Rate on the related Mortgage Loan, then the Base Interest Fraction shall equal
zero.
"Book-Entry Certificate": Any Certificate registered in the name of
the Depository or its nominee.
"Breach": As defined in Section 2.03(b).
"Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York, or the city and state in which
the Corporate Trust Office of the Trustee or principal place of business of the
Servicer or the Special Servicer is located, are authorized or obligated by law
or executive order to remain closed.
"CERCLA": The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.
"Certificate": Any one of the Depositor's Commercial Mortgage
Pass-Through Certificates, Series 1998-2, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the
Authenticating Agent.
"Certificate Account": The custodial account or accounts created and
maintained by the Servicer pursuant to Section 3.04(a) in the name of the
Trustee on behalf of the Certificateholders, into which the amounts set forth in
Section 3.04(a) shall be deposited directly. Any such account or accounts shall
be an Eligible Account.
"Certificate Balance": With respect to any Class of Certificates
(other than the Residual Certificates and the Class X Certificates), (i) on or
prior to the first Distribution Date, an amount equal to the Original
Certificate Balance of such Class as specified in the Preliminary Statement
hereto, and (ii) as of any date of determination after the first Distribution
Date, the Certificate Balance of such Class on the Distribution Date immediately
prior to such date of determination (determined as adjusted pursuant to Section
1.02(iii)).
"Certificate Deferred Interest": For any Distribution Date with
respect to any Class of Certificates, the amount of Mortgage Deferred Interest
allocated to such Class pursuant to Section 4.06(a).
<PAGE>
"Certificate Factor": With respect to any Class of Certificates, as of
any date of determination, a fraction, expressed as a decimal carried to 8
places, the numerator of which is the then related Certificate Balance, and the
denominator of which is the related Original Certificate Balance.
"Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, provided, however, that
solely for the purposes of giving any consent, approval or waiver pursuant to
this Agreement, any Certificate registered in the name of the Servicer, the
Special Servicer, the Depositor or any Affiliate of either shall be deemed not
to be outstanding, and the Voting Rights to which it is entitled shall not be
taken into account in determining whether the requisite percentage of Voting
Rights necessary to effect any such consent, approval or waiver has been
obtained, if such consent, approval or waiver sought from such party would in
any way increase its compensation or limit its obligations as Servicer, Special
Servicer or Depositor, as applicable, hereunder; provided, however, so long as
there is no Event of Default with respect to the Servicer or the Special
Servicer, the Servicer and Special Servicer shall be entitled to exercise such
Voting Rights with respect to any issue which could reasonably be believed to
adversely affect such party's compensation or increase its obligations or
liabilities hereunder; and provided further, however, that such restrictions
will not apply to the exercise of the Special Servicer's rights as a member of
the Controlling Class. The Trustee shall be entitled to request and rely upon a
certificate of the Servicer, the Special Servicer or the Depositor in
determining whether a Certificate is registered in the name of an Affiliate of
such Person. All references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and the Depository Participants, except as
otherwise specified herein; provided, however, that the parties hereto shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register.
"Certificate Owner": With respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such Certificate as reflected on the books
of the Depository or on the books of a Depository Participant or on the books of
an indirect participating brokerage firm for which a Depository Participant acts
as agent.
"Certificate Register" and "Certificate Registrar": The register
maintained and registrar appointed pursuant to Section 5.02.
"Class": With respect to any Certificates or Uncertificated Lower-Tier
Interests, all of the Certificates or Uncertificated Lower-Tier Interests
bearing the same alphabetical (and, if applicable, numerical) Class designation.
"Class A Certificate": Any Class A-1 or Class A-2 Certificate.
"Class A-1 Certificate": A Certificate designated as "Class A-1" on
the face thereof, in the form of Exhibit A-1 hereto.
<PAGE>
"Class A-1 Component": With respect to the Class X Certificates, at
any date of determination, that portion of the Notional Amount of the Class X
Certificates equal to the Certificate Balance of the Class A-1 Certificates.
"Class A-1 Pass-Through Rate": With respect to any Distribution Date,
a fixed rate per annum equal to 6.025%.
"Class A-2 Certificate": A Certificate designated as "Class A-2" on
the face thereof, in the form of Exhibit A-2 hereto.
"Class A-2 Component": With respect to the Class X Certificates, at
any date of determination, that portion of the Notional Amount of the Class X
Certificates equal to the Certificate Balance of the Class A-2 Certificates.
"Class A-2 Pass-Through Rate": With respect to any Distribution Date,
a fixed rate per annum equal to 6.39%.
"Class B Certificate": A Certificate designated as "Class B" on the
face thereof, in the form of Exhibit A-3 hereto.
"Class B Component": With respect to the Class X Certificates, at any
date of determination, that portion of the Notional Amount of the Class X
Certificates equal to the Certificate Balance of the Class B Certificates.
"Class B Pass-Through Rate": With respect to any Distribution Date, a
fixed rate per annum equal to 6.39%.
"Class C Certificate": A Certificate designated as "Class C" on the
face thereof, in the form of Exhibit A-4 hereto.
"Class C Component": With respect to the Class X Certificates, at any
date of determination, that portion of the Notional Amount of the Class X
Certificates equal to the Certificate Balance of the Class C Certificates.
"Class C Pass-Through Rate": With respect to any Distribution Date, a
fixed rate per annum equal to 6.39%.
"Class D Certificate": A Certificate designated as "Class D" on the
face thereof, in the form of Exhibit A-5 hereto.
"Class D Component": With respect to the Class X Certificates, at any
date of determination, that portion of the Notional Amount of the Class X
Certificates equal to the Certificate Balance of the Class D Certificates.
"Class D Pass-Through Rate": With respect to any Distribution Date, a
fixed rate per annum equal to 6.39%.
<PAGE>
"Class E Certificate": A Certificate designated as "Class E" on the
face thereof, in the form of Exhibit A-6 hereto.
"Class E Component": With respect to the Class X Certificates, at any
date of determination, that portion of the Notional Amount of the Class X
Certificates equal to the Certificate Balance of the Class E Certificates.
"Class E Pass-Through Rate": With respect to any Distribution Date, a
fixed rate per annum equal to 6.39%.
"Class F Certificate": A Certificate designated as "Class F" on the
face thereof, in the form of Exhibit A-7 hereto.
"Class F Component": With respect to the Class X Certificates, at any
date of determination, that portion of the Notional Amount of the Class X
Certificates equal to the Certificate Balance of the Class F Certificates.
"Class F Pass-Through Rate": With respect to any Distribution Date, a
fixed rate per annum equal to 6.39%.
"Class G Certificate": A Certificate designated as "Class G" on the
face thereof, in the form of Exhibit A-8 hereto.
"Class G Component": With respect to the Class X Certificates, at any
date of determination, that portion of the Notional Amount of the Class X
Certificates equal to the Certificate Balance of the Class G Certificates.
"Class G Pass-Through Rate": With respect to any Distribution Date, a
fixed rate per annum equal to 6.39%
"Class H Certificate": A Certificate designated as "Class H" on the
face thereof, in the form of Exhibit A-9 hereto.
"Class H Component": With respect to the Class X Certificates, at any
date of determination, that portion of the Notional Amount of the Class X
Certificates equal to the Certificate Balance of the Class H Certificates.
"Class H Pass-Through Rate": With respect to any Distribution Date,
the lesser of (i) the Weighted Average Net Mortgage Rate and (ii) 6.39%.
"Class I Certificate": A Certificate designated as "Class I" on the
face thereof, in the form of Exhibit A-10 hereto.
"Class I Component": With respect to the Class X Certificates, at any
date of determination, that portion of the Notional Amount of the Class X
Certificates equal to the Certificate Balance of the Class I Certificates.
<PAGE>
"Class I Pass-Through Rate": With respect to any Distribution Date,
the lesser of (i) the Weighted Average Net Mortgage Rate and (ii) 6.39%.
"Class J Certificate": A Certificate designated as "Class J" on the
face thereof, in the form of Exhibit A-11 hereto.
"Class J Component": With respect to the Class X Certificates, at any
date of determination, that portion of the Notional Amount of the Class X
Certificates equal to the Certificate Balance of the Class J Certificates.
"Class J Pass-Through Rate": With respect to any Distribution Date,
the lesser of (i) the Weighted Average Net Mortgage Rate and (ii) 6.39%.
"Class LA-1 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LA-2 Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LB Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LC Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LD Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LE Uncertificated Interest": A regular interest in the
Lower-
<PAGE>
Tier REMIC which is held as an asset of the Upper-Tier REMIC and having the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in
the Preliminary Statement hereto.
"Class LF Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LG Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LH Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LI Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LJ Uncertificated Interest": A regular interest in the
Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC and having
the Original Lower-Tier Principal Amount and per annum rate of interest set
forth in the Preliminary Statement hereto.
"Class LR Certificate": A Certificate designated as "Class LR" on the
face thereof, in the form of Exhibit A-14 hereto.
"Class R Certificate": A Certificate designated as "Class R" on the
face thereof, in the form of Exhibit A-13 hereto.
"Class Unpaid Interest Shortfall": As to any Distribution Date and any
Class of Regular Certificates, the excess, if any, of (a) the sum of (i) the
Distributable Certificate Interest in respect of such Class for the immediately
preceding Distribution Date and (ii) any outstanding Class Unpaid Interest
Shortfall payable to such Class on such preceding Distribution Date over (b) the
aggregate amount in respect of interest actually distributed to such Class on
such immediately preceding Distribution Date. The Class Unpaid Interest
Shortfall with respect to any Class of Certificates as of the initial
Distribution Date is zero. No interest shall accrue on Class Unpaid Interest
Shortfalls.
"Class X Certificate": A Certificate designated as "Class X" on the
face thereof, in the form of Exhibit A-12 hereto.
"Class X Notional Amount": For any date of determination, a notional
amount equal to the aggregate of the Certificate Balances of the Certificates
(other than the Class X and Residual Certificates) as of the preceding
Distribution Date (after giving effect to the distributions of principal on such
Distribution Date), in the case of the first Distribution Date, as of the
Closing Date.
<PAGE>
"Class X Pass-Through Rate": A per annum rate equal to the weighted
average of the Pass-Through Rates on the Class A-1 Component, the Class A-2
Component, the Class B Component, the Class C Component, the Class D Component,
the Class E Component, the Class F Component, the Class G Component, the Class H
Component, the Class I Component and the Class J Component (each, a "Component
Pass-Through Rate"), weighted on the basis of their respective Notional Amounts.
The Pass-Through Rate on the Class A-1 Component is a per annum rate equal to
the Weighted Average Net Mortgage Rate minus the Class A-1 Pass-Through Rate.
The Pass-Through Rate on the Class A-2 Component is a per annum rate equal to
the Weighted Average Net Mortgage Rate minus the Class A-2 Pass-Through Rate.
The Pass-Through Rate on the Class B Component is a per annum rate equal to the
Weighted Average Net Mortgage Rate minus the Class B Pass-Through Rate. The
Pass-Through Rate on the Class C Component is a per annum rate equal to the
Weighted Average Net Mortgage Rate minus the Class C Pass-Through Rate. The
Pass-Through Rate on the Class D Component is a per annum rate equal to the
Weighted Average Net Mortgage Rate minus the Class D Pass-Through Rate. The
Pass-Through Rate on the Class E Component is a per annum rate equal to the
Weighted Average Net Mortgage Rate minus the Class E Pass-Through Rate. The
Pass-Through Rate on the Class F Component is a per annum rate equal to the
Weighted Average Net Mortgage Rate Minus the Class F Pass-Through Rate. The
Pass-Through Rate on the Class G Component is a per annum rate equal to the
Weighted Average Net Mortgage Rate minus the Class G Pass-Through Rate. The
Pass-Through Rate on the Class H Component is a per annum rate equal to the
Weighted Average Net Mortgage Rate minus the Class H Pass-Through Rate. The
Pass-Through Rate on the Class I Component is a per annum rate equal to the
Weighted Average Net Mortgage Rate minus the Class I Past-Through Rate. The
Pass-Through Rate on the Class J Component is a per annum rate equal to the
Weighted Average Net Mortgage Rate minus the Class J Pass-Through Rate.
"Closing Date": November 19, 1998.
"Code": The Internal Revenue Code of 1986, as amended from time to
time, and applicable final or temporary regulations of the U.S. Department of
the Treasury issued pursuant thereto.
"Collateral Support Deficit": As defined in Section 4.04.
"Collection Report": The monthly report to be prepared by the Servicer
and delivered to the Trustee, the Paying Agent, the Special Servicer, the
Depositor and each Rating Agency pursuant to Section 4.02(b), in writing and in
electronic medium, in form reasonably acceptable to the Paying Agent, containing
such information as is set forth in Section 4.02(b) regarding the Mortgage Loans
and such other information as will permit the Paying Agent to calculate the
amounts to be distributed pursuant to Section 4.01 and to furnish statements to
Certificateholders pursuant to Section 4.02 and containing such additional
information as the Servicer, the Special Servicer and the Paying Agent may from
time to time agree.
"Commission": The Securities and Exchange Commission.
<PAGE>
"Component": Any of the Class A-1 Component, the Class A-2 Component,
the Class B Component, the Class C Component, the Class D Component, the Class E
Component, the Class F Component, the Class G Component, the Class H Component,
the Class I Component and the Class J Component.
"Component Pass-Through Rate": Has the meaning set forth in the
definition of Class X Pass-Through Rate.
"Controlling Class": As of any date of determination, the most
subordinate Class of Regular Certificates then outstanding that has a then
aggregate Certificate Balance at least equal to the lesser of (a) 1% of the
outstanding aggregate principal balance of the Mortgage Loans as of the Closing
Date or (b) 20% of the initial Certificate Balance of such Class in the case of
Class J Certificates, or 25% of the initial Certificate Balance of such Class in
the case of any other Class of Certificates. For purposes of determining the
identity of the Controlling Class, the Certificate Balance of each Class shall
be deemed to be reduced by the amount allocated to such Class of any Appraisal
Reductions relating to Mortgage Loans as to which Liquidation Proceeds or other
final payment has not yet been received. As of the Closing Date, the Controlling
Class will be the Class J Certificates.
"Controlling Class Certificateholders": Each Holder (or Certificate
Owner, if applicable) of a Certificate of the Controlling Class as certified by
the Certificate Registrar to the Trustee - from time to time by such Holder (or
Certificate Owner).
"Corporate Trust Office": The principal corporate trust office of the
Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at State Street Bank and Trust Company, 2
International Place, 5th Floor, Boston, Massachusetts 02110, Attention:
Corporate Trust Department-Chase Commercial Mortgage Securities Corp., Series
1998-2 (telecopy number 617-664-5167).
"Corrected Mortgage Loan": Any Specially Serviced Mortgage Loan that
has become current and remained current for three consecutive Monthly Payments
(for such purposes taking into account any modification or amendment of such
Mortgage Loan) and (provided that no additional default is foreseeable in the
reasonable judgment of the Special Servicer) the Special Servicer has returned
servicing of such Mortgage Loan to the Servicer pursuant to Section 3.21(a).
"Credit File": Any documents, other than documents required to be part
of the related Mortgage File, in the possession of the Servicer and relating to
the origination and servicing of any Mortgage Loan.
"Custodian": A Person who is at any time appointed by the Trustee
pursuant to Section 8.11 as a document custodian for the Mortgage Files, which
Person shall not be the Depositor, the Mortgage Loan Seller or an Affiliate of
any of them. The Trustee shall be the initial Custodian.
<PAGE>
"Cut-off Date": November 10, 1998.
"Cut-off Date Principal Balance": With respect to any Mortgage Loan,
the outstanding principal balance of such Mortgage Loan as of the Cut-off Date,
after application of all payments of - principal due on or before such date,
whether or not received.
"DCR": Duff & Phelps Credit Rating Co. and its successors in interest.
"Debt Service Coverage Ratio": With respect to any Mortgage Loan for
any twelve month period covered by an annual operating statement for the related
Mortgaged Property, the ratio of (i) Net Operating Income produced by the
related Mortgaged Property during such period to (ii) the aggregate amount of
Monthly Payments (other than any Balloon Payment) due under such Mortgage Loan
during such period, provided, that with respect to the Mortgage Loan indicated
on Schedule 3, which initially pays interest only, the related Monthly Payment
will be calculated (for purposes of this definition only) to include interest
and principal (based on the amortization schedule length indicated on Schedule
3).
"Default Interest": With respect to any Mortgage Loan which is in
default pursuant to the terms of the related Mortgage Loan Documents for any
related Due Period, all interest accrued in respect of such Mortgage Loan during
such Due Period provided for in the related Mortgage Note or Mortgage as a
result of the related default (exclusive of late payment charges) that is in
excess of interest at the related Mortgage Rate accrued on the unpaid principal
balance of such Mortgage Loan outstanding from time to time during such Due
Period.
"Defaulted Mortgage Loan": A Mortgage Loan that is delinquent at least
sixty days in respect of its Monthly Payments or more than thirty days
delinquent in respect of its Balloon Payment, if any, in either case such
delinquency to be determined without giving effect to any grace period permitted
by the related Mortgage or Mortgage Note and without regard to any acceleration
of payments under the related Mortgage and Mortgage Note.
"Defaulting Party": As defined in Section 7.01(b).
"Defect": As defined in Section 2.02(e).
"Deficient Valuation": With respect to any Mortgage Loan, a valuation
by a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then outstanding principal balance of the Mortgage Loan, which
valuation results from a proceeding initiated under the Bankruptcy Code.
"Definitive Certificate": As defined in Section 5.01(a).
"Denomination": As defined in Section 5.01(a).
"Depositor": Chase Commercial Mortgage Securities Corp., a New York
corporation, or its successor in interest.
<PAGE>
"Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository for purposes
of registering those Certificates that are to be Book-Entry Certificates, is
Cede & Co. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of New
York and a "clearing agency" registered pursuant to the provisions of Section
17A of the Exchange Act.
"Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of - securities deposited with the Depository.
"Depository Rules": As defined in Section 5.02(b).
"Determination Date": With respect to any Distribution Date, the 13th
day of the month in which such Distribution Date occurs, or if such 13th day is
not a Business Day, the immediately preceding Business Day.
"Directing Certificateholder": The Controlling Class Certificateholder
selected by more than 50% of the Controlling Class Certificateholders, by
Certificate Balance, as certified by the Certificate Registrar from time to
time; provided, however, that (i) absent such selection, or (ii) until a
Directing Certificateholder is so selected or (iii) upon receipt of a notice
from a majority of the Controlling Class Certificateholders, by Certificate
Balance, that a Directing Certificateholder is no longer designated, the
Controlling Class Certificateholder that owns the largest aggregate Certificate
Balance of the Controlling Class will be the Directing Certificateholder.
"Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof, that are not customarily
provided to tenants in connection with the rental of space "for occupancy only"
within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the
management or operation of such REO Property, the holding of such REO Property
primarily for sale to customers, the use of such REO Property in a trade or
business conducted by the Trust Fund or the performance of any construction work
on the REO Property (other than the completion of a building or improvement,
where more than 10% of the construction of such building or improvement was
completed before default became imminent), other than through an Independent
Contractor; provided, however, that the Trustee (or the Special Servicer on
behalf of the Trustee) shall not be considered to Directly Operate an REO
Property solely because the Trustee (or the Special Servicer on behalf of the
Trustee) establishes rental terms, chooses tenants, enters into or renews
leases, deals with taxes and insurance or makes decisions as to repairs or
capital expenditures with respect to such REO Property or takes other actions
consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).
"Discount Rate": A rate which, when compounded monthly, is equivalent
to the Yield Rate when compounded semi-annually.
<PAGE>
"Disqualified Organization": Any of (i) the United States, any State
or political subdivision thereof, any possession of the United States or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and a
majority of its board of directors is not selected by such governmental unit),
(ii) a foreign government, any international organization or any agency or
instrumentality of any of the foregoing, (iii) any organization (other than
certain farmers' cooperatives described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code and (v) any other Person so designated by the Servicer based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause either the Upper-Tier REMIC or the
Lower-Tier REMIC to fail to qualify as a REMIC or any Person having an Ownership
Interest in any Class of Certificates (other than such Person) to incur a
liability for any federal tax imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest in a Residual Certificate
to such Person. The terms "United States", "State" and "international
organization" shall have the meanings set forth in Section 7701 of the Code or
successor provisions.
"Distributable Certificate Interest": With respect to any Distribution
Date, as to any Class of Regular Certificates, the Accrued Certificate Interest
in respect of such Class of Regular Certificates for such Distribution Date,
reduced (to not less than zero) by any allocations to such Class of Certificates
(other than in the case of the Class X Certificates) of any Certificate Deferred
Interest for such Distribution Date.
"Distribution Accounts": Collectively, the Upper-Tier Distribution
Account and the Lower-Tier Distribution Account.
"Distribution Date": The 18th day of any month, or if such 18th day is
not a Business Day, the Business Day immediately following, commencing in
December 1998.
"Due Date": With respect to (i) any Mortgage Loan on or prior to its
Maturity Date, the day of the month set forth in the related Mortgage Note on
which each Monthly Payment thereon is scheduled to be first due, (ii) any
Mortgage Loan after the Maturity Date therefor, the day of the month set forth
in the related Mortgage Note on which each Monthly Payment on such Mortgage Loan
had been scheduled to be first due, and (iii) any REO Loan, the day of the month
set forth in the related Mortgage Note on which each Monthly Payment on the
related Mortgage Loan had been scheduled to be first due.
"Due Period": With respect to any Distribution Date and any Mortgage
Loan, the period commencing on the eleventh day of the month preceding the month
in which such Distribution Date occurs and ending on the tenth day of the month
in which such Distribution Date occurs; provided however, that with respect to
the Mortgage Loans identified as Mortgage Loan ID numbers 7, 11, 26, 27, 28, 30,
32, 42, 45, 46, 47, 48, 60, 79, 83, 84, 87 and 99 on the Mortgage Loan Schedule,
the period commencing on the second day of the
<PAGE>
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.
"Eligible Account": Either (i) an account or accounts maintained with
a federal or state chartered depository institution or trust company (including
the Trustee) the long-term unsecured debt obligations of which are rated at
least (A) "AA-" by S&P and (B) "AA-" by DCR, or, if not rated by DCR, at least
"A" or its equivalent by another nationally recognized statistical rating agency
(other than S&P) if the deposits are to be held in such account 30 days or more
or the short-term debt obligations of which have a short-term rating of not less
than "A-1" from S&P and "D-1+" from DCR, or if not rated by DCR, at least "D-1+"
or its equivalent by another nationally recognized statistical rating agency
(other than S&P) if the deposits are to be held in such account for less than 30
days, or such other account or accounts with respect to which each of the Rating
Agencies shall have confirmed in writing that the then current rating assigned
to any of the Certificates that are currently being rated by such Rating Agency
will not be qualified, downgraded or withdrawn by reason thereof or (ii) a
segregated trust account or accounts maintained with the corporate trust
department of a federal or state chartered depository institution or trust
company that, in either case, has a combined capital and surplus of at least
$50,000,000 and has corporate trust powers, acting in its fiduciary capacity,
provided that any state chartered depository institution or trust company is
subject to regulation regarding fiduciary funds substantially similar to 12
C.F.R. ss. 9.10(b). Eligible Accounts may bear interest. No Eligible Account
shall be evidenced by a certificate of deposit, passbook or other similar
instrument.
"Eligible Investor": Either (i) a Qualified Institutional Buyer that
is purchasing for its own account or for the account of a Qualified
Institutional Buyer to whom notice is given that the offer, sale or transfer is
being made in reliance on Rule 144A or (ii) an Institutional Accredited
Investor.
"Environmental Assessment": A "Phase I assessment" as described in,
and meeting the criteria of, (i) Chapter 5 of the FNMA Multifamily Guide or any
successor provisions covering the same subject matter, in the case of Specially
Serviced Mortgage Loans as to which the related Mortgaged Property is
multifamily property or (ii) the American Society for Testing and Materials in
the case of Specially Serviced Mortgage Loans as to which the related Mortgaged
Property is a non-multifamily property.
"ERISA": The Employee Retirement Income Security Act of 1974, as
amended.
"ERISA Prohibited Holder": As defined in Section 5.02(d).
"Escrow Payment": Any payment received by the Servicer or the Special
Servicer for the account of any Mortgagor for application toward the payment of
real estate
<PAGE>
taxes, assessments, insurance premiums and similar items in respect of the
related Mortgaged Property, including amounts for deposit to any reserve
account.
"Event of Default": One or more of the events described in Section
7.01(a).
"Exchange Act": The Securities Exchange Act of 1934, as amended from
time to time.
"Excess Interest": With respect to each of the Mortgage Loans
indicated on the Mortgage Loan Schedule as having a Revised Rate, interest
accrued on such Mortgage Loan allocable to the Excess Rate, including all
interest accrued thereon. The Excess Interest shall not be an asset of the
Lower-Tier REMIC or the Upper-Tier REMIC formed hereunder.
"Excess Interest Distribution Account": The trust account or accounts
created and maintained as a separate account or accounts by the Paying Agent
pursuant to Section 3.04(c), which shall be entitled "The Chase Manhattan Bank,
as Paying Agent, in trust for the Holders of Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-2,
Excess Interest Distribution Account," and which must be an Eligible Account.
The Excess Interest Distribution Account shall not be an asset of the Lower-Tier
REMIC or the Upper-Tier REMIC formed hereunder.
"Excess Rate": With respect to each of the Mortgage Loans indicated on
the Mortgage Loan Schedule as having a Revised Rate, the excess of (i) the
applicable Revised Rate over (ii) the applicable Mortgage Rate, each as set
forth in the Mortgage Loan Schedule.
"FDIC": Federal Deposit Insurance Corporation or any successor.
"FHLMC": Federal Home Loan Mortgage Corporation or any successor.
"Final Recovery Determination": A good faith reasonable determination
by the Special Servicer with respect to any Defaulted Mortgage Loan or REO
Property (other than a Mortgage Loan or REO Property, as the case may be, that
was purchased by the Mortgage Loan Seller pursuant to Section 3 of the Mortgage
Loan Purchase Agreement, by the Servicer or the Special Servicer pursuant to
Section 3.18(b), or by the Servicer, the Special Servicer, the Holders of the
Controlling Class or the Holders of the Class LR Certificates pursuant to
Section 9.01) that there has been a recovery of all Insurance and Condemnation
Proceeds, Liquidation Proceeds, REO Revenue and other payments or recoveries
that, in the Special Servicer's judgment, exercised without regard to any
obligation of the Special Servicer to make payments from its own funds pursuant
to Section 3.07(b), will ultimately be recoverable.
"FNMA": Federal National Mortgage Association or any successor
thereto.
"Grantor Trust": A segregated asset pool within the Trust Fund
consisting of the Excess Interest and amounts held from time to time in the
Excess Interest Distribution Account.
<PAGE>
"Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes or substances, including, without limitation, those so
identified pursuant to CERCLA or any other federal, state or local environmental
related laws and regulations, and specifically including, without limitation,
asbestos and asbestos-containing materials, polychlorinated biphenyls, radon
gas, petroleum and petroleum products, urea formaldehyde and any substances
classified as being "in inventory," "usable work in process" or similar
classification which would, if classified as unusable, be included in the
foregoing definition.
"Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Trustee, the Depositor, the
Servicer, the Special Servicer and any and all Affiliates thereof, (ii) does not
have any material direct financial interest in or any material indirect
financial interest in any of the Trustee, the Depositor, the Servicer, the
Special Servicer or any Affiliate thereof and (iii) is not connected with the
Trustee, the Depositor, the Servicer, the Special Servicer or any Affiliate
thereof as an officer, employee, promoter, underwriter, trustee, partner,
director or Person performing similar functions; provided, however, that a
Person shall not fail to be Independent of the Trustee, the Depositor, the
Servicer, the Special Servicer or any Affiliate thereof merely because such
Person is the beneficial owner of 1% or less of any Class of securities issued
by the Trustee, the Depositor, the Servicer, the Special Servicer or any
Affiliate thereof, as the case may be.
"Independent Contractor": Either (i) any Person that would be an
"independent contractor" with respect to the Trust within the meaning of Section
856(d)(3) of the Code if the Trust were a real estate investment trust (except
that the ownership test set forth in that Section shall be considered to be met
by any Person that owns, directly or indirectly, 35% or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set
forth in an Opinion of Counsel, which shall be at no expense to the Trustee, the
Servicer or the Trust, delivered to the Trustee and the Servicer), so long as
the Trust does not receive or derive any income from such Person and provided
that the relationship between such Person and the Trust is at arm's length, all
within the meaning of Treasury Regulation Section 1.856-4(b)(5) (except that the
Servicer or the Special Servicer shall not be considered to be an Independent
Contractor under the definition in this clause (i) unless an Opinion of Counsel
has been delivered to the Trustee to that effect) or (ii) any other Person
(including the Servicer and the Special Servicer) upon receipt by the Trustee
and the Servicer of an Opinion of Counsel, which shall be at no expense to the
Trustee, the Servicer or the Trust Fund, to the effect that the taking of any
action in respect of any REO Property by such Person, subject to any conditions
therein specified, that is otherwise herein contemplated to be taken by an
Independent Contractor will not cause such REO Property to cease to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or
cause any income realized in respect of such REO Property to fail to qualify as
Rents from Real Property.
"Institutional Accredited Investor": As defined in Section 5.02(b).
"Insurance Policy": With respect to any Mortgage Loan, any hazard
insurance policy, flood insurance policy, title policy or other insurance policy
that is maintained from time to time in respect of such Mortgage Loan or the
related Mortgaged Property.
<PAGE>
"Insurance and Condemnation Proceeds": All proceeds paid under any
Insurance Policy or in connection with the full or partial condemnation of a
Mortgaged Property, in either case, to the extent such proceeds are not applied
to the restoration of the related Mortgaged Property or released to the
Mortgagor, in either case, in accordance with the Servicing Standards.
"Interest Accrual Period": With respect to any Class of Regular
Certificates or Uncertificated Lower-Tier Interests and any Distribution Date,
the period beginning on the first day of the calendar month preceding the
calendar month in which the related Distribution Date occurs and ending on the
last day of the calendar month preceding the calendar month in which such
Distribution Date occurs.
"Interest Distribution Amount": With respect to any Class of Regular
Certificates for any Distribution Date, an amount equal to the sum of the
Distributable Certificate Interest and the Class Unpaid Interest Shortfall with
respect to such Class of Regular Certificates for such Distribution Date.
"Interest Reserve Account": The trust account created and maintained
by the Paying Agent pursuant to Section 3.24 in the name of the Trustee on
behalf of the Certificateholders, into which the amounts set forth in Section
3.24 shall be deposited directly and which must be an Eligible Account.
"Interest Reserve Loans": The Mortgage Loans designated as such on the
Mortgage Loan Schedule.
"Interested Person": The Depositor, the Servicer, the Special
Servicer, any Independent Contractor engaged by the Special Servicer, any Holder
of a Certificate or any Affiliate of any such Person.
"Investment Account": As defined in Section 3.06(a).
"Investment Grade": With respect to any Certificate, ratings assigned
to such Certificate no lower than "BBB-" by S&P and DCR (or if not rated by DCR,
equivalent ratings from two other nationally recognized statistical rating
agencies).
"Investment Representation Letter": As defined in Section 5.02(b).
"Issue Price": With respect to each Class of Certificates, the "issue
price" as defined in the REMIC Provisions.
"Late Collections": With respect to any Mortgage Loan, all amounts
received thereon during any Due Period, whether as payments, Insurance and
Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of principal or interest due in respect of such Mortgage
Loan (without regard to any acceleration of amounts due thereunder by reason of
default) on a Due Date in a previous Due Period and not previously recovered.
With respect to any REO Loan, all amounts received in connection with
<PAGE>
the related REO Property during any Due Period, whether as Insurance and
Condemnation Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which
represent late collections of principal or interest due or deemed due in respect
of such REO Loan or the predecessor Mortgage Loan (without regard to any
acceleration of amounts due under the predecessor Mortgage Loan by reason of
default) on a Due Date in a previous Due Period and not previously recovered.
The term "Late Collections" shall specifically exclude Penalty Charges.
"Lease Enhancement Policy": A non-cancelable credit lease enhancement
insurance policy that insures against certain losses arising out of casualty or
condemnation of the related Mortgaged Property.
"Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made with respect to such Mortgage Loan; (iii) such Mortgage
Loan is repurchased by the Mortgage Loan Seller pursuant to Section 3 of the
Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is purchased by the
Servicer or the Special Servicer pursuant to Section 3.18(b); or (v) such
Mortgage Loan is purchased by the Servicer, the Special Servicer, the Holders of
the Controlling Class or the Holders of the Class LR Certificates pursuant to
Section 9.01. With respect to any REO Property (and the related REO Loan), any
of the following events: (i) a Final Recovery Determination is made with respect
to such REO Property or (ii) such REO Property is purchased by the Servicer, the
Special Servicer, the Holders of the Controlling Class or the Holders of the
Class LR Certificates pursuant to Section 9.01.
"Liquidation Fee": A fee payable to the Special Servicer with respect
to each Specially Serviced Mortgage Loan as to which the Special Servicer
receives a full or discounted payoff with respect thereto from the related
Mortgagor or any Liquidation Proceeds with respect thereto, equal to the product
of the Liquidation Fee Rate and the proceeds of such full or discounted payoff
or the net Liquidation Proceeds (net of the related costs and expenses
associated with the related liquidation) related to such liquidated Specially
Serviced Mortgage Loan, as the case may be; provided, however, that no
Liquidation Fee shall be payable with respect to clauses (iii)-(v) of the
definition of Liquidation Proceeds.
"Liquidation Fee Rate": A rate equal to 1.0%.
"Liquidation Proceeds": Cash amounts (other than Insurance and
Condemnation Proceeds and REO Revenues) received or paid by the Servicer in
connection with: (i) the liquidation of a Mortgaged Property or other collateral
constituting security for a defaulted Mortgage Loan, through trustee's sale,
foreclosure sale, REO Disposition or otherwise, exclusive of any portion thereof
required to be released to the related Mortgagor in accordance with applicable
law and the terms and conditions of the related Mortgage Note and Mortgage; (ii)
the realization upon any deficiency judgment obtained against a Mortgagor; (iii)
the purchase of a Defaulted Mortgage Loan by the Servicer or the Special
Servicer pursuant to Section 3.18(b) or any other sale thereof pursuant to
Section 3.18(c); (iv) the repurchase of a Mortgage Loan by the Mortgage Loan
Seller pursuant to Section 3 of the
<PAGE>
Mortgage Loan Purchase Agreement; or (v) the purchase of a Mortgage Loan or REO
Property by the Holders of the Controlling Class, the Special Servicer, the
Servicer or the Holders of the Class LR Certificates pursuant to Section 9.01.
"Loan-to-Value Ratio": With respect to any Mortgage Loan, as of any
date of determination, the fraction, expressed as a percentage, the numerator of
which is the scheduled principal balance of such Mortgage Loan at the time of
determination, and the denominator of which is the Original Value of the related
Mortgaged Property.
"Lower-Tier Distribution Account": The segregated account or accounts
created and maintained by the Paying Agent pursuant to Section 3.04(b) in trust
for the Certificateholders, which shall be entitled "The Chase Manhattan Bank,
as Paying Agent, in trust for the registered Holders of Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
1998-2, Lower-Tier Distribution Account". Any such account or accounts shall be
an Eligible Account.
"Lower-Tier Distribution Amount": As defined in Section 4.01(b).
"Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interests, (i) on or prior to the first Distribution
Date, an amount equal to the Original Lower-Tier Principal Amount of such Class
as specified in the Preliminary Statement hereto, and (ii) as of any date of
determination after the first Distribution Date, an amount equal to the
Certificate Balance of the Class of Related Certificates on the Distribution
Date immediately prior to such date of determination (determined as adjusted
pursuant to Section 1.02(iii)).
"Lower-Tier REMIC": One of two separate REMICs comprising the Trust
Fund, the assets of which consist of the Mortgage Loans (exclusive of Excess
Interest), any REO Property with respect thereto, such amounts as shall from
time to time be held in the Certificate Account, the REO Account, if any, and
the Lower-Tier Distribution Account, and all other property included in the
Trust Fund that is not in the Upper-Tier REMIC.
"MAI": Member of the Appraisal Institute.
"Maturity Date": With respect to any Mortgage Loan as of any date of
determination, the date on which the last payment of principal is due and
payable under the related Mortgage Note, after taking into account all Principal
Prepayments received prior to such date of determination, but without giving
effect to (i) any acceleration of the principal of such Mortgage Loan by reason
of default thereunder, (ii) any grace period permitted by the related Mortgage
Note, or (iii) any modification, waiver or amendment of such Mortgage Loan
granted or agreed to by the Servicer or the Special Servicer pursuant to Section
3.20 occurring prior to such date of determination.
"Monthly Payment": With respect to any Mortgage Loan, the scheduled
monthly payment of principal and/or interest on such Mortgage Loan, including
any Balloon Payment, which is payable by a Mortgagor from time to time under the
related Mortgage Note
<PAGE>
and applicable law, without regard to any acceleration of principal of such
Mortgage Loan by reason of default thereunder or under any modification, waiver
or amendment of such Mortgage Loan granted or agreed to by the Servicer or the
Special Servicer pursuant to Section 3.20.
"Mortgage": With respect to any Mortgage Loan, the mortgage, deed of
trust or other instrument securing a Mortgage Note and creating a lien on the
fee or leasehold interest in the related Mortgaged Property.
"Mortgage Deferred Interest": With respect to any Mortgage Loan as of
any Due Date that has been modified to reduce the rate at which interest is paid
currently below the Mortgage Rate, the excess, if any, of (a) interest accrued
on the Stated Principal Balance thereof during the one-month interest accrual
period set forth in the related Mortgage Note at the related Mortgage Rate over
(b) the interest portion of the related Monthly Payment, as so modified or
reduced, or, if applicable, Assumed Scheduled Payment due on such Due Date.
"Mortgaged Property": The real property subject to the lien of a
Mortgage.
"Mortgage File": With respect to any Mortgage Loan, but subject to
Section 2.01, collectively the following documents:
(i) the original Mortgage Note, bearing, or accompanied by, all prior
and intervening endorsements or assignments showing a complete chain of
endorsement or assignment from the originator of the Mortgage Loan to the
Mortgage Loan Seller, and further endorsed (at the direction of the
Depositor given pursuant to the Mortgage Loan Purchase Agreement), on its
face or by allonge attached thereto, without recourse, to the order of the
Trustee in the following form: "Pay to the order of State Street Bank and
Trust Company, as trustee for the Registered Holders of Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 1998-2, without recourse, representation or warranty, express or
implied";
(ii) the original Mortgage (or a certified copy thereof from the
applicable recording office) and originals (or certified copies from the
applicable recording office) of any intervening assignments thereof showing
a complete chain of assignment from the originator of the Mortgage Loan to
the Mortgage Loan Seller, in each case with evidence of recording indicated
thereon;
(iii) an original assignment of the Mortgage, in complete and
recordable form, executed by the Mortgage Loan Seller to "State Street Bank
and Trust Company, as trustee for the Registered Holders of Chase
Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 1998-2";
(iv) an original or copy of any related Assignment of Leases (if such
item is a document separate from the Mortgage) and the originals or copies
of any intervening assignments thereof showing a complete chain of
assignment from the originator of the
<PAGE>
Mortgage Loan to the Mortgage Loan Seller, in each case with evidence of
recording thereon;
(v) an original assignment of any related Assignment of Leases (if
such item is a document separate from the Mortgage), in complete and
recordable form, executed by the Mortgage Loan Seller in favor of the
Trustee (in such capacity);
(vi) an original or copy of any related Security Agreement (if such
item is a document separate from the Mortgage) and the originals or copies
of any intervening assignments thereof showing a complete chain of
assignment from the originator of the Mortgage Loan to the Mortgage Loan
Seller, in each case with evidence of recording thereon;
(vii) an original assignment of any related Security Agreement (if
such item is a document separate from the Mortgage), in complete and
recordable form, executed by the Mortgage Loan Seller in favor of the
Trustee (in such capacity);
(viii) originals or copies of all consolidation, assumption,
modification, written assurance and substitution agreements, with evidence
of recording thereon, where appropriate, in those instances where the terms
or provisions of the Mortgage, Mortgage Note or any related security
document have been consolidated or modified or the Mortgage Loan has been
assumed;
(ix) the original lender's title insurance policy or a copy thereof
effective as of the date of the recordation of the Mortgage Loan, together
with all endorsements or riders that were issued with or subsequent to the
issuance of such policy, insuring the priority of the Mortgage as a first
lien on the Mortgagor's fee interest in the Mortgaged Property, or if the
policy has not yet been issued, an original or copy of a written
commitment, interim binder or the proforma title insurance policy, dated as
of the date the related Mortgage Loan was funded;
(x) the original or copy of any guaranty of the obligations of the
Mortgagor under the Mortgage Loan and any intervening assignments;
(xi) all UCC Financing Statements and continuation statements or
copies thereof , as filed or in form that is complete and suitable for
filing or recording, as appropriate, sufficient to perfect (and maintain
the perfection of) the security interest held by the originator of the
Mortgage Loan (and each assignee prior to the Trustee) in and to the
personalty of the Mortgagor at the Mortgaged Property (in each case with
evidence of filing thereon), and to transfer such security interest to the
Trustee;
(xii) the original power of attorney or a copy thereof (with evidence
of recording thereon) granted by the Mortgagor if the Mortgage, Mortgage
Note or other document or instrument referred to above was not signed by
the Mortgagor;
<PAGE>
(xiii) with respect to any Mortgage Loans with Affiliate Debt, a
subordination agreement, pursuant to which such Affiliate Debt will be
fully subordinated to such Mortgage Loan;
(xiv) with respect to any Surety Bond Loan, the related Surety Bond;
(xv) with respect to any Mortgage Loan secured by a credit lease, the
related credit lease;
(xvi) any Lease Enhancement Policies with respect to the related
mortgage loans; and
(xvii) any additional documents required to be added to the Mortgage
File pursuant to this Agreement;
provided, however, that whenever the term "Mortgage File" is used to refer to
documents actually received by the Trustee, or a Custodian appointed thereby,
such term shall not be deemed to include such documents and instruments required
to be included therein unless they are actually so received.
"Mortgage Loan": Each of the mortgage loans transferred and assigned
to the Trustee pursuant to Section 2.01 and from time to time held in the Trust
Fund. As used herein, the term "Mortgage Loan" includes the related Mortgage
Note, Mortgage and other documents contained in the related Mortgage File and
any related agreements.
"Mortgage Loan Purchase Agreement": The agreement between the
Depositor and the Mortgage Loan Seller, relating to the transfer of all of the
Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans.
"Mortgage Loan Schedule": The list of Mortgage Loans transferred on
the Closing Date to the Trustee as part of the Trust Fund, attached hereto as
Exhibit B, which list sets forth the following information with respect to each
Mortgage Loan:
(i) the loan i.d. number (as specified in Exhibit A to the
Prospectus);
(ii) the Mortgagor's name;
(iii) the street address (including city, state and zip code) of the
related Mortgaged Property;
(iv) the Mortgage Rate in effect at origination;
(v) the Net Mortgage Rate in effect at the Cut-off Date;
(vi) the original principal balance;
(vii) the Cut-off Date Principal Balance;
<PAGE>
(viii) the (a) original term to stated maturity, (b) remaining term to
stated maturity and (c) Maturity Date;
(ix) the original and remaining amortization terms;
(x) the amount of the Monthly Payment due on the first Due Date
following the Cut-off Date;
(xi) the Original Value of the related Mortgaged Property;
(xii) the Loan-to-Value Ratio at the Cut-off Date;
(xiii) the Underwritten Debt Service Coverage Ratio;
(xiv) the applicable Servicing Fee Rate;
(xv) whether the Mortgage Loan is an Actual/360 Mortgage Loan;
(xvi) the Revised Rate of such Mortgage Loan, if any; and
(xvii) whether the Mortgage Loan is an Interest Reserve Loan.
Such Mortgage Loan Schedule shall also set forth the aggregate of the
amounts described under clause (vii) above for all of the Mortgage Loans. Such
list may be in the form of more than one list, collectively setting forth all of
the information required.
"Mortgage Loan Seller": The Chase Manhattan Bank, a New York banking
corporation, or its respective successors in interest.
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, together with any rider,
addendum or amendment thereto.
"Mortgage Rate": With respect to: (i) any Mortgage Loan on or prior to
its Maturity Date, the annualized rate at which interest is scheduled (in the
absence of a default) to accrue on such Mortgage Loan from time to time in
accordance with the related Mortgage Note and applicable law, exclusive of the
Excess Rate; (ii) any Mortgage Loan after its Maturity Date, the annualized rate
described in clause (i) above determined without regard to the passage of such
Maturity Date; provided, however, that if any Mortgage Loan does not accrue
interest on the basis of a 360-day year consisting of twelve 30-day months,
then, solely for purposes of calculating Pass-Through Rates, the Mortgage Rate
of such Mortgage Loan for any one-month period preceding a related Due Date will
be the annualized rate at which interest would have to accrue in respect of such
Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months
in order to produce the aggregate amount of interest actually accrued (exclusive
of Default Interest or Excess Interest) in respect of such Mortgage Loan during
such one-month period at the related Mortgage Rate; provided, however, that with
respect to each Interest Reserve Loan, the Mortgage Rate for the one month
period (A) preceding the Due Dates that occur in January and February in any
year which is not a leap
<PAGE>
year or preceding the Due Date that occurs in February in any year which is a
leap year, and (B) preceding the Due Date in March, will be the per annum rate
stated in the related Mortgage Note and (iii) any REO Loan, the annualized rate
described in clause (i) or (ii), as applicable, above determined as if the
predecessor Mortgage Loan had remained outstanding.
"Mortgagor": The obligor or obligors on a Mortgage Note, including
without limitation, any Person that has acquired the related Mortgaged Property
and assumed the obligations of the original obligor under the Mortgage Note.
"Net Investment Earnings": With respect to either the Certificate
Account, the Interest Reserve Account or the REO Account for any period from any
Distribution Date to the immediately succeeding P&I Advance Date, the amount, if
any, by which the aggregate of all interest and other income realized during
such period on funds relating to the Trust Fund held in such account, exceeds
the aggregate of all losses, if any, incurred during such period in connection
with the investment of such funds in accordance with Section 3.06.
"Net Investment Loss": With respect to either the Certificate Account,
the Interest Reserve Account or the REO Account for any period from any
Distribution Date to the immediately succeeding P&I Advance Date, the amount by
which the aggregate of all losses, if any, incurred during such period in
connection with the investment of funds relating to the Trust Fund held in such
account in accordance with Section 3.06, exceeds the aggregate of all interest
and other income realized during such period on such funds.
"Net Mortgage Rate": With respect to any Mortgage Loan or REO Loan, as
of any date of determination, a rate per annum equal to the related Mortgage
Rate then in effect, minus the Administrative Cost Rate; provided however, that
for purposes of calculating Pass-Through Rates, the Net Mortgage Rate for any
Mortgage Loan will be determined without regard to any modification, waiver or
amendment of the terms of such Mortgage Loan, whether agreed to by the Servicer
or resulting from a bankruptcy, insolvency or similar proceeding involving the
Mortgagor.
"Net Operating Income": With respect to any Mortgaged Property, for
any Mortgagor's fiscal year end, the total operating revenues derived from such
Mortgaged Property during such period, minus the total operating expenses
incurred in respect of such Mortgaged Property during such period and capital
expenditure reserves, other than (i) non-cash items such as depreciation, (ii)
amortization, (iii) actual capital expenditures and (iv) debt service on the
related Mortgage Loan.
"New Lease": Any lease of REO Property entered into at the direction
of the Special Servicer on behalf of the Trust, including any lease renewed,
modified or extended on behalf of the Trust, if the Trust has the right to
renegotiate the terms of such lease.
"Nonrecoverable Advance": Any Nonrecoverable P&I Advance or
Nonrecoverable Servicing Advance.
<PAGE>
"Nonrecoverable P&I Advance": Any P&I Advance previously made or
proposed to be made in respect of a Mortgage Loan or REO Loan which, in the
judgment of the Servicer or the Trustee, as applicable, will not be ultimately
recoverable, together with any accrued and unpaid interest thereon, from Late
Collections or any other recovery on or in respect of such Mortgage Loan or REO
Loan. The determination by the Servicer or the Trustee, as applicable, that it
has made a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made,
would constitute a Nonrecoverable P&I Advance, shall be evidenced by an
Officer's Certificate delivered to the Trustee, the Paying Agent and the
Depositor, in the case of the Servicer, and to the Depositor and the Paying
Agent, in the case of the Trustee. The Officer's Certificate shall set forth
such determination of nonrecoverability and the considerations of the Servicer
or the Trustee, as applicable, forming the basis of such determination (which
shall include but shall not be limited to information, to the extent available,
such as related income and expense statements, rent rolls, occupancy status,
property inspections, and shall include an Appraisal of the related Mortgage
Loan or Mortgaged Property, the cost of which Appraisal shall be advanced by the
Servicer as a Servicing Advance). The Trustee shall be entitled to conclusively
rely on the Servicer's determination that a P&I Advance is nonrecoverable.
"Nonrecoverable Servicing Advance": Any Servicing Advance previously
made or proposed to be made in respect of a Mortgage Loan or REO Property which,
in the judgment of the Servicer or the Trustee, as the case may be, will not be
ultimately recoverable, together with any accrued and unpaid interest thereon,
from Late Collections or any other recovery on or in respect of such Mortgage
Loan or REO Property. The determination by the Servicer or the Trustee, as the
case may be, that it has made a Nonrecoverable Servicing Advance or that any
proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing
Advance, shall be evidenced by an Officer's Certificate delivered to the
Trustee, the Paying Agent, the Special Servicer and the Depositor, in the case
of the Servicer, and to the Depositor and the Paying Agent, in the case of the
Trustee. The Officer's Certificate shall set forth such determination of
nonrecoverability and the considerations of the Servicer or the Trustee, as
applicable, forming the basis of such determination (which shall include but
shall not be limited to information, to the extent available, such as related
income and expense statements, rent rolls, occupancy status and property
inspections, and shall include an Appraisal of the related Mortgage Loan or
Mortgaged Property, the cost of which Appraisal shall be advanced by the
Servicer as a Servicing Advance). The Trustee will be entitled to conclusively
rely on the Servicer's determination that a Servicing Advance is nonrecoverable.
"Non-Registered Certificate": Unless and until registered under the
Securities Act, any Class F, Class G, Class H, Class I, Class J, Class R or
Class LR Certificate.
"Non-U.S. Person": Any person other than a U.S. Person, unless, with
respect to the Transfer of a Residual Certificate, (i) such person holds such
Residual Certificate in connection with the conduct of a trade or business
within the United States and furnishes the Transferor and the Certificate
Registrar with an effective Internal Revenue Service Form 4224 or (ii) the
Transferee delivers to both the Transferor and the Certificate Registrar an
opinion of a nationally recognized tax counsel to the effect that such Transfer
is in accordance with the
<PAGE>
requirements of the Code and the regulations promulgated thereunder and that
such Transfer of the Residual Certificate will not be disregarded for federal
income tax purposes.
"Notional Amount": In the case of the Class X Certificates, the Class
X Notional Amount. In the case of each Component, the amount set forth in the
applicable definition thereof.
"Offered Certificates": The Class A, Class B, Class C, Class D, Class
E and Class X Certificates.
"Officer's Certificate": A certificate signed by a Servicing Officer
of the Servicer or the Special Servicer, as the case may be, or a Responsible
Officer of the Trustee, as the case may be.
"Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be salaried counsel for the Depositor, the Servicer or the Special
Servicer, acceptable in form and delivered to the Trustee, except that any
opinion of counsel relating to (a) the qualification of the Upper-Tier REMIC or
Lower-Tier REMIC as a REMIC, (b) compliance with the REMIC Provisions, (c)
qualification of the Grantor Trust as a grantor trust or (d) the resignation of
the Servicer, the Special Servicer or the Depositor pursuant to Section 6.04,
must be an opinion of counsel who is in fact Independent of the Depositor, the
Servicer or the Special Servicer, as applicable.
"Original Certificate Balance": With respect to any Class of Regular
Certificates (other than the Class X Certificates), the initial aggregate
principal amount thereof as of the Closing Date,
in each case as specified in the Preliminary Statement.
"Original Lower-Tier Principal Amount": With respect to any Class of
Uncertificated Lower-Tier Interest, the initial principal amount thereof as of
the Closing Date, in each case as specified in the Preliminary Statement.
"Original Notional Amount": With respect to the Class X Notional
Amount, the initial aggregate Notional Amount thereof as of the Closing Date, as
specified in the Preliminary Statement.
"Original Value": The Appraised Value of a Mortgaged Property based
upon the Appraisal conducted in connection with the origination of the related
Mortgage Loan.
"OTS": The Office of Thrift Supervision or any successor thereto.
"Ownership Interest": As to any Certificate, any ownership or security
interest in such Certificate as the Holder thereof and any other interest
therein, whether direct or indirect, legal or beneficial, as owner or as
pledgee.
"Pass-Through Rate": Any of the Class A-1 Pass-Through Rate, the Class
A-2 Pass-Through Rate, the Class B Pass-Through Rate, the Class C Pass-Through
Rate, the
<PAGE>
Class D Pass-Through Rate, the Class E Pass-Through Rate, the Class F
Pass-Through Rate, the Class G Pass-Through Rate, the Class H Pass-Through Rate,
the Class I Pass-Through Rate, the Class J Pass-Through Rate, and the Class X
Pass-Through Rate.
"Paying Agent": Any agent of the Trustee appointed to act as paying
agent pursuant to Section 5.06.
"Penalty Charges": With respect to any Mortgage Loan (or successor REO
Loan), any amounts actually collected thereon from the Mortgagor that represent
late payment charges or Default Interest, other than a Prepayment Premium, Yield
Maintenance Charge or Excess Interest.
"Percentage Interest": As to any Certificate, the percentage interest
evidenced thereby in distributions required to be made with respect to the
related Class. With respect to any Regular Certificate, the percentage interest
is equal to the Denomination of such Certificate divided by the initial
Certificate Balance or Notional Amount, as applicable, of such Class of
Certificates as of the Closing Date. With respect to a Residual Certificate, the
percentage interest is set forth on the face thereof.
"Permitted Investments": Any one or more of the following obligations
or securities, regardless whether issued by the Depositor, the Servicer, the
Special Servicer, the Trustee or any of their respective Affiliates and having
the required ratings, if any, provided for in this definition:
(i) direct obligations of, and obligations fully guaranteed as to
timely payment of principal and interest by, the United States of America,
FNMA, FHLMC or any agency or instrumentality of the United States of
America, the obligations of which are backed by the full faith and credit
of the United States of America that mature in one year or less after the
date of issuance; provided that any obligation of, or guarantee by, FNMA or
FHLMC, other than an unsecured senior debt obligation of FNMA or FHLMC,
shall be a Permitted Investment only if such investment would not result in
the downgrading, withdrawal or qualification of the then-current rating
assigned by each Rating Agency to any Certificate as evidenced in writing;
(ii) time deposits, unsecured certificates of deposit, or bankers'
acceptances that mature in 1 year or less after the date of issuance and
are issued or held by any depository institution or trust company
(including the Trustee) incorporated or organized under the laws of the
United States of America or any State thereof and subject to supervision
and examination by federal or state banking authorities, so long as the
commercial paper or other short-term debt obligations of such depository
institution or trust company are rated at least "A-1+" by S&P and "D-1+" by
DCR or such other rating as would not result in the downgrading, withdrawal
or qualification of the then-current rating assigned by each Rating Agency
to any Certificate, as evidenced in writing;
<PAGE>
(iii) repurchase agreements or obligations with respect to any
security described in clause (i) above where such security has a remaining
maturity of 1 year or less and where such repurchase obligation has been
entered into with a depository institution or trust company (acting as
principal) described in clause (ii) above;
(iv) debt obligations bearing interest or sold at a discount issued by
any corporation incorporated under the laws of the United States of America
or any state thereof which mature in one year or less from the date of
issuance, which debt obligations have ratings from S&P and DCR of "AAA", or
such other rating as would not result in the downgrading, withdrawal or
qualification of the then-current rating assigned by each Rating Agency to
any Certificate as specified in writing by each of the Rating Agencies;
provided, however, that securities issued by any particular corporation
will not be Permitted Investments to the extent that investment therein
will cause the then-outstanding principal amount of securities issued by
such corporation and held in the accounts established hereunder to exceed
10% of the sum of the aggregate principal balance and the aggregate
principal amount of all Permitted Investments in such accounts;
(v) commercial paper (including both non-interest-bearing discount
obligations and interest-bearing obligations) payable on demand or on a
specified date maturing in 1 year or less after the date of issuance
thereof and which is rated at least "A-1+" by S&P and "D-1+" by DCR or, if
not rated by DCR, at least D-1+ or its equivalent by another nationally
recognized rating agency (other than S&P);
(vi) money market funds, rated "AAAm" or "AAAmG" by S&P and "AAA" by
DCR; and
(vii) any other demand, money market or time deposit, obligation,
security or investment, (a) with respect to which each Rating Agency shall
have confirmed in writing that such investment will not result in a
downgrade, qualification or withdrawal of the then-current rating of the
Certificates that are currently being rated by such Rating Agency and (b)
which qualifies as a "cash flow investment" pursuant to Section 860G(a)(6)
of the Code;
provided, however, that in each case, if the investment is rated by S&P, (a) it
shall not have an "r" highlighter affixed to its rating from S&P, (b) it shall
have a predetermined fixed dollar of principal due at maturity that cannot vary
or change and (c) any such investment that provides for a variable rate of
interest must have an interest rate that is tied to a single interest rate index
plus a fixed spread, if any, and move proportionately with such index; and
provided, further, however, that no such instrument shall be a Permitted
Investment (a) if such instrument evidences principal and interest payments
derived from obligations underlying such instrument and the interest payments
with respect to such instrument provide a yield to maturity at the time of
acquisition of greater than 120% of the yield to maturity at par of such
underlying obligations or (b) if such instrument may be redeemed at a price
below the purchase price; and provided, further, however, that no amount
beneficially owned by either the Upper-
<PAGE>
Tier REMIC or the Lower-Tier REMIC (even if not yet deposited in the Trust) may
be invested in investments (other than money market funds) treated as equity
interests for federal income tax purposes, unless the Servicer receives an
Opinion of Counsel, at its own expense, to the effect that such investment will
not adversely affect the status of either the Upper-Tier REMIC or the Lower-Tier
REMIC as a REMIC under the Code or result in imposition of a tax on such
Upper-Tier REMIC or Lower-Tier REMIC. Permitted Investments that are subject to
prepayment or call may not be purchased at a price in excess of par.
"Person": Any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.
"P&I Advance": As to any Mortgage Loan or REO Loan, any advance made
by the Servicer or the Trustee, as applicable, pursuant to Section 4.03 or
Section 7.05.
"P&I Advance Date": The Business Day immediately prior to each
Distribution Date.
"P&I Advance Determination Date": With respect to any Distribution
Date, the 14th day of the month in which such Distribution Date occurs, or if
such 14th day is not a Business Day, the Business Day immediately succeeding
such date.
"Policy Termination Event": With respect to any Lease Enhancement
Policy, any abatement, rescission, cancellation, termination, contest, legal
process, arbitration or disavowal of liability thereunder by the related
insurer.
"Placement Agent": Chase Securities Inc.
"Plan": As defined in Section 5.02(c).
"Prepayment Assumption": A "constant prepayment rate" of 0% used for
determining the accrual of original issue discount, market discount and premium,
if any, on the Certificates for federal income tax purposes, provided, it is
assumed that each Mortgage Loan with an Anticipated Repayment Date prepays on
such date.
"Prepayment Premium": Any premium, penalty or fee (other than a Yield
Maintenance Charge) paid or payable, as the context requires, by a Mortgagor in
connection with a Principal Prepayment.
"Principal Distribution Amount": With respect to any Distribution
Date, an amount equal to the sum of (a) the Principal Shortfall for such
Distribution Date, (b) the Scheduled Principal Distribution Amount for such
Distribution Date and (c) the Unscheduled Principal Distribution Amount for such
Distribution Date.
"Principal Prepayment": Any payment of principal made by the Mortgagor
on a Mortgage Loan which is received in advance of its scheduled Due Date and
which is not
<PAGE>
accompanied by an amount of interest representing scheduled interest due on any
date or dates in any month or months subsequent to the month of prepayment.
"Principal Shortfall": For any Distribution Date after the initial
Distribution Date, the amount, if any, by which (a) the related Principal
Distribution Amount for the preceding Distribution Date, exceeded (b) the
aggregate amount distributed in respect of principal on the Class A, the Class
B, Class C, Class D, Class E, Class F, Class G, Class H, Class I and Class J
Certificates for such preceding Distribution Date pursuant to Section 4.01(a) on
such preceding Distribution Date. The Principal Shortfall for the initial
Distribution Date will be zero.
"Prospectus": The Prospectus dated October 28, 1998, as supplemented
by the Prospectus Supplement dated November 12, 1998, relating to the offering
of the Offered Certificates.
"Purchase Price": With respect to any Mortgage Loan to be purchased by
the Mortgage Loan Seller pursuant to Section 3 of the Mortgage Loan Purchase
Agreement, by the Servicer or the Special Servicer pursuant to Section 3.18(b),
or by the Servicer, the Special Servicer, the Holders of the Controlling Class
or the Holders of the Class LR Certificates pursuant to Section 9.01 or to be
otherwise sold pursuant to Section 3.18(c), a price equal to:
(i) the outstanding principal balance of such Mortgage Loan as of the
date of purchase; plus
(ii) all accrued and unpaid interest on such Mortgage Loan at the
related Mortgage Rate in effect from time to time to but not including the
Due Date in the Due Period of purchase; plus
(iii) all related unreimbursed Servicing Advances and accrued and
unpaid interest on related Advances at the Reimbursement Rate, and unpaid
Special Servicing Fees allocable to such Mortgage Loan; plus
(iv) if such Mortgage Loan is being purchased by the Mortgage Loan
Seller pursuant to Section 3 of the Mortgage Loan Purchase Agreement, all
reasonable out-of-pocket expenses reasonably incurred or to be incurred by
the Servicer, the Special Servicer, the Depositor and the Trustee in
respect of the Breach or Defect giving rise to the repurchase obligation,
including any expenses arising out of the enforcement of the repurchase
obligation.
With respect to any REO Property to be sold pursuant to Section 3.18(c), the
amount calculated in accordance with the preceding sentence in respect of the
related REO Loan.
"Qualified Institutional Buyer": As defined in Section 5.02(b).
"Qualified Insurer": (i) With respect to any Mortgage Loan, REO Loan
or REO Property, an insurance company or security or bonding company qualified
to write the
<PAGE>
related Insurance Policy in the relevant jurisdiction with a minimum claims
paying ability rating of at least "A" by S&P and DCR (or the obligations of
which are guaranteed or backed by a company having such a claims paying ability)
and (ii) with respect to the fidelity bond and errors and omissions Insurance
Policy required to be maintained pursuant to Section 3.07(c), an insurance
company that has a claims paying ability rated no lower than two ratings below
the rating assigned to the then highest rated outstanding Certificate, but in no
event lower than and "A" S&P and DCR, or, in the case of clauses (i) and (ii),
such other rating as each Rating Agency shall have confirmed in writing will not
cause such Rating Agency to downgrade, qualify or withdraw the then-current
rating assigned to any of the Certificates that are then currently being rated
by such Rating Agency.
"Rated Final Distribution Date": As to each Class of Certificates,
November 18, 2030, the first Distribution Date after the 24th month following
the end of the amortization term for the Mortgage Loan that, as of the Cut-off
Date, has the longest remaining amortization term.
"Rating Agency": Each of S&P and DCR or their successors in interest.
If neither such rating agency nor any successor remains in existence, "Rating
Agency" shall be deemed to refer to such other nationally recognized statistical
rating agency or other comparable Person designated by the Depositor, notice of
which designation shall be given to the Trustee and the Servicer, and specific
ratings of S&P and DCR herein referenced shall be deemed to refer to the
equivalent ratings of the party so designated.
"Record Date": With respect to any Distribution Date, the last
Business Day of the month immediately preceding the month in which such
Distribution Date occurs.
"Registrar Office": As defined in Section 5.02(a).
"Regular Certificate": Any of the Class A, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class I, Class J and Class X Certificates.
"Reimbursement Rate": The rate per annum applicable to the accrual of
interest on Servicing Advances in accordance with Section 3.03(d) and P&I
Advances in accordance with Section 4.03(d), which rate per annum shall equal
the "Prime Rate" published in the "Money Rates" section of The Wall Street
Journal (or, if such section or publication is no longer available, such other
comparable publication as determined by the Trustee in its reasonable
discretion) as may be in effect from time to time, or, if the "Prime Rate" no
longer exists, such other comparable rate (as determined by the Trustee in its
reasonable discretion) as may be in effect from time to time.
"Related Certificates" and "Related Uncertificated Lower-Tier
Interest": For the following Classes of Uncertificated Lower-Tier Interests, the
related Class of Certificates set forth below and for the following Classes of
Certificates, the related Class of Uncertificated Lower-Tier Interests set forth
below:
<PAGE>
Related Uncertificated
Related Certificate Lower-Tier Interest
------------------- -------------------
Class A-1 Certificate Class LA-1 Uncertificated Interest
Class A-2 Certificate Class LA-2 Uncertificated Interest
Class B Certificate Class LB Uncertificated Interest
Class C Certificate Class LC Uncertificated Interest
Class D Certificate Class LD Uncertificated Interest
Class E Certificate Class LE Uncertificated Interest
Class F Certificate Class LF Uncertificated Interest
Class G Certificate Class LG Uncertificated Interest
Class H Certificate Class LH Uncertificated Interest
Class I Certificate Class LI Uncertificated Interest
Class J Certificate Class LJ Uncertificated Interest
"REMIC": A "real estate mortgage investment conduit" as defined in
Section 860D of the Code (or any successor thereto).
"REMIC Provisions": Provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at Sections 860A
through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,
and temporary and final Treasury regulations (or proposed regulations that would
apply by reason of their proposed effective date to the extent not inconsistent
with temporary or final regulations) and any rulings promulgated thereunder, as
the foregoing may be in effect from time to time.
"Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.
"REO Account": A segregated custodial account or accounts created and
maintained by the Special Servicer pursuant to Section 3.16 on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled "GMAC
Commercial Mortgage Corporation, as Special Servicer, in trust for registered
Holders of Chase Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 1998-2, REO Account." Any such account or
accounts shall be an Eligible Account.
"REO Acquisition": The acquisition for federal income tax purposes of
any REO Property pursuant to Section 3.09.
<PAGE>
"REO Disposition": The sale or other disposition of the REO Property
pursuant to Section 3.18(d).
"REO Extension": As defined in Section 3.16(a).
"REO Loan": The Mortgage Loan deemed for purposes hereof to be
outstanding with respect to each REO Property. Each REO Loan shall be deemed to
be outstanding for so long as the related REO Property remains part of the Trust
Fund and as providing for Assumed Scheduled Payments on each Due Date therefor,
and otherwise as having the same terms and conditions as its predecessor
Mortgage Loan, including, without limitation, with respect to the calculation of
the Mortgage Rate in effect from time to time (such terms and conditions to be
applied without regard to the default on such predecessor Mortgage Loan). Each
REO Loan shall be deemed to have an initial outstanding principal balance and
Stated Principal Balance equal to the outstanding principal balance and Stated
Principal Balance, respectively, of its predecessor Mortgage Loan as of the date
of the related REO Acquisition. All amounts due and owing in respect of the
predecessor Mortgage Loan as of the date of the related REO Acquisition,
including, without limitation, accrued and unpaid interest, shall continue to be
due and owing in respect of an REO Loan. All amounts payable or reimbursable to
the Servicer, the Special Servicer, or the Trustee, as applicable, in respect of
the predecessor Mortgage Loan as of the date of the related REO Acquisition,
including, without limitation, any unpaid Special Servicing Fees and Servicing
Fees and any unreimbursed Advances, together with any interest accrued and
payable to the Servicer or the Trustee in respect of such Advances in accordance
with Section 3.03(d) or Section 4.03(d), shall continue to be payable or
reimbursable to the Servicer or the Trustee in respect of an REO Loan.
Collections in respect of each REO Loan (exclusive of the amounts to be applied
to the payment of, or to be reimbursed to the Servicer or the Special Servicer
for the payment of, the costs of operating, managing and maintaining the related
REO Property) shall be treated: first, as a recovery of accrued and unpaid
interest on such REO Loan at the related Mortgage Rate in effect from time to
time to but not including the Due Date in the Due Period of receipt; second, as
a recovery of principal of such REO Loan to the extent of its entire unpaid
principal balance; and third, in accordance with the Servicing Standards of the
Servicer, as a recovery of any other amounts due and owing in respect of such
REO Loan, including, without limitation, (i) Yield Maintenance Charges,
Prepayment Premiums and Penalty Charges and (ii) Excess Interest and other
amounts, in that order.
"REO Loan Accrual Period": With respect to any REO Loan and any Due
Date therefor, the one-month period immediately preceding such Due Date.
"REO Property": A Mortgaged Property acquired by the Special Servicer
on behalf of, and in the name of, the Trustee for the benefit of the
Certificateholders through foreclosure, acceptance of a deed-in-lieu of
foreclosure or otherwise in accordance with applicable law in connection with
the default or imminent default of a Mortgage Loan.
"REO Revenues": All income, rents and profits derived from the
ownership, operation or leasing of any REO Property.
<PAGE>
"Request for Release": A release signed by a Servicing Officer of the
Servicer or the Special Servicer, as applicable, in the form of Exhibit F
attached hereto.
"Residual Certificate": Any Class R Certificate or Class LR
Certificate issued, authenticated and delivered hereunder.
"Responsible Officer": When used with respect to the initial Trustee,
any Vice President, Assistant Vice President, corporate trust officer or
assistant corporate trust officer in the corporate trust department of State
Street Bank and Trust Company and with respect to any successor Trustee, any
officer or assistant officer in the corporate trust department of the Trustee,
or any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers to whom a particular
matter is referred by the Trustee because of such officer's knowledge of and
familiarity with the particular subject.
"Revised Rate": With respect to those Mortgage Loans on the Mortgage
Loan Schedule indicated as having a revised rate, the increased interest rate
after the Anticipated Repayment Date (in the absence of a default) for each
applicable Mortgage Loan, as calculated and as set forth in the related Mortgage
Loan.
"S&P": Standard and Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., and its successors in interest.
"Scheduled Principal Distribution Amount": With respect to any
Distribution Date, the aggregate of the principal portions of (a) all Monthly
Payments (excluding Balloon Payments) due in respect of the Mortgage Loans
during or, if and to the extent not previously received or advanced pursuant to
Section 4.03 in respect of a preceding Distribution Date, prior to the related
Due Period, and all Assumed Scheduled Payments for the related Due Period, in
each case to the extent either (i) paid by the Mortgagor as of the Business Day
preceding the related P&I Advance Date (and not previously distributed to
Certificateholders) or (ii) advanced by the Servicer or the Trustee, as
applicable, pursuant to Section 4.03 in respect of such Distribution Date, and
(b) all Balloon Payments to the extent received during the related Due Period,
and to the extent not included in clause (a) above.
"Securities Act": The Securities Act of 1933, as amended.
"Security Agreement": With respect to any Mortgage Loan, any security
agreement or equivalent instrument, whether contained in the related Mortgage or
executed separately, creating in favor of the holder of such Mortgage a security
interest in the personal property constituting security for repayment of such
Mortgage Loan.
"Servicer": GMAC Commercial Mortgage Corporation, 650 Dresher Road,
Horsham, Pennsylvania 19044, and its successor in interest and assigns, or any
successor Servicer appointed as herein provided.
"Servicing Account": The account or accounts created and maintained
pursuant to Section 3.03.
<PAGE>
"Servicing Advances": All customary, reasonable and necessary "out of
pocket" costs and expenses (including attorneys' fees and expenses and fees of
real estate brokers) incurred by the Servicer in connection with the servicing
and administering of (a) a Mortgage Loan in respect of which a default,
delinquency or other unanticipated event has occurred or as to which a default
is reasonably foreseeable or (b) an REO Property, including, but not limited to,
the cost of (i) compliance with the Servicer's obligations set forth in Section
3.03(c), (ii) the preservation, restoration and protection of a Mortgaged
Property, (iii) obtaining any Insurance and Condemnation Proceeds or any
Liquidation Proceeds of the nature described in clauses (i) - (iv) of the
definition of "Liquidation Proceeds", (iv) any enforcement or judicial
proceedings with respect to a Mortgaged Property, including foreclosures and (v)
the operation, leasing, management, maintenance and liquidation of any REO
Property.
"Servicing Fee": With respect to each Mortgage Loan and REO Loan, the
fee payable to the Servicer pursuant to the first paragraph of Section 3.11(a).
"Servicing Fee Rate": A rate equal to 0.07% per annum computed on the
basis of the Stated Principal Balance of the related Mortgage Loan; provided,
however, that with respect to the Mortgage Loans identified as Mortgage Loan ID
numbers 13, 76, 77, 81 and 93 on the Mortgage Loan Schedule, the rate shall be
equal to 0.035% per annum in all cases computed on the basis of the Stated
Principal Balance of the related Mortgage Loan.
"Servicing Officer": Any officer and/or employee of the Servicer or
the Special Servicer involved in, or responsible for, the administration and
servicing of the Mortgage Loans, whose name and specimen signature appear on a
list of servicing officers furnished by the Servicer and the Special Servicer to
the Paying Agent, the Trustee and the Depositor on the Closing Date as such list
may be amended from time to time thereafter.
"Servicing Standards": As defined in Section 3.01(a).
"Servicing Transfer Event": With respect to any Mortgage Loan, the
occurrence of any of the following events:
(i) a payment default shall have occurred on such Mortgage Loan at its
original maturity date, or if the maturity date of such Mortgage Loan has
been extended, a payment default occurs on such Mortgage Loan at its
extended maturity date; or
(ii) any Monthly Payment (other than a Balloon Payment) is 60 days or
more delinquent; or
(iii) the date upon which the Servicer determines that a payment
default has occurred or is imminent and is not likely to be cured by the
related Mortgagor within 60 days; or
<PAGE>
(iv) the related Mortgagor shall have become the subject of a decree
or order entered by a court having jurisdiction in the premises (A) in an
involuntary proceeding under any present or future federal or state
bankruptcy, insolvency or similar law, or (B) in a proceeding for the
appointment of a conservator, receiver or liquidator in any insolvency,
readjustment of debt, marshaling of assets and liabilities or similar
proceeding, or for the winding-up or liquidation of its affairs, and such
decree or order shall not have been discharged or stayed within 60 days of
the date of its entry; or
(v) the related Mortgagor shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshaling of assets and liabilities or similar proceedings of or
relating to such Mortgagor or of or relating to all or substantially all of
its property; or
(vi) the related Mortgagor shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage
of any applicable insolvency or reorganization statute, make an assignment
for the benefit of its creditors, or voluntarily suspend payment of its
obligations; or
(vii) a default of which the Servicer has notice (other than a failure
by such Mortgagor to pay principal or interest) and which in the opinion of
the Servicer materially and adversely affects the interests of the
Certificateholders has occurred and remained unremedied for the applicable
grace period specified in such Mortgage Loan (or if no grace period is
specified, 60 days); or
(viii) the Servicer has received notice of the foreclosure or proposed
foreclosure of any lien on the related Mortgaged Property.
"Similar Law": As defined in Section 5.02 (c).
"Special Servicer": GMAC Commercial Mortgage Corporation, a California
corporation, or any successor special servicer appointed as herein provided.
"Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and REO Loan, the fee payable to the Special Servicer pursuant to
the first paragraph of Section 3.11(b).
"Special Servicing Fee Rate": With respect to each Specially Serviced
Mortgage Loan and each REO Loan, 0.25% per annum computed on the basis of the
Stated Principal Balance of the related Mortgage Loan and on the basis of a
360-day year with twelve 30-day months.
"Specially Serviced Mortgage Loan": As defined in Section 3.01(a).
"Standby Servicing Fee": With respect to each Mortgage Loan, the fee
payable to the Special Servicer pursuant to the first paragraph of Section
3.11(b).
<PAGE>
"Standby Servicing Fee Rate": With respect to each Mortgage Loan
0.005% per annum computed on the basis of the Stated Principal Balance of the
related Mortgage Loan and on the basis of a 360-day year with twelve 30-day
months.
"Startup Day": The day designated as such in Section 10.01(b).
"Stated Principal Balance": With respect to any Mortgage Loan, as of
any date of determination, an amount equal to (x) the Cut-off Date Principal
Balance of such Mortgage Loan, plus (y) any Mortgage Deferred Interest added to
the principal balance of such Mortgage Loan on or before the end of the
immediately preceding Due Period minus (z) the sum of:
(i) the principal portion of each Monthly Payment due on such Mortgage
Loan after the Cut-off Date, to the extent received from the Mortgagor or
advanced by the Servicer and distributed to Certificateholders on or before
such date of determination;
(ii) all Principal Prepayments received with respect to such Mortgage
Loan after the Cut-off Date, to the extent distributed to
Certificateholders on or before such date of determination;
(iii) the principal portion of all Insurance and Condemnation Proceeds
and Liquidation Proceeds received with respect to such Mortgage Loan after
the Cut-off Date, to the extent distributed to Certificateholders on or
before such date of determination; and
(iv) any reduction in the outstanding principal balance of such
Mortgage Loan resulting from a Deficient Valuation that occurred prior to
the end of the Due Period for the most recent Distribution Date.
With respect to any REO Loan, as of any date of determination, an
amount equal to (x) the Stated Principal Balance of the predecessor Mortgage
Loan as of the date of the related REO Acquisition, minus (y) the sum of:
(i) the principal portion of any P&I Advance made with respect to the
predecessor Mortgage Loan on or after the date of the related REO
Acquisition, to the extent distributed to Certificateholders on or before
such date of determination; and
(ii) the principal portion of all Insurance and Condemnation Proceeds,
Liquidation Proceeds and REO Revenues received with respect to such REO
Loan, to the extent distributed to Certificateholders on or before such
date of determination.
A Mortgage Loan or an REO Loan shall be deemed to be part of the Trust
Fund and to have an outstanding Stated Principal Balance until the Distribution
Date on which the payments or other proceeds, if any, received in connection
with a Liquidation Event in respect thereof are to be (or, if no such payments
or other proceeds are received in connection with such Liquidation Event, would
have been) distributed to Certificateholders.
<PAGE>
"Statement to Certificateholders": As defined in Section 4.02(a).
"Subordinate Certificate": Any Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class I or Class J Certificate.
"Sub-Servicer": Any Person with which the Servicer or the Special
Servicer has entered into a Sub-Servicing Agreement.
"Sub-Servicing Agreement": The written contract between the Servicer
or the Special Servicer, as the case may be, and any Sub-Servicer relating to
servicing and administration of Mortgage Loans as provided in Section 3.22.
"Surety Bond": With respect to the Surety Bond Loans, the related
surety bond guaranteeing the payment of all principal due with respect to such
Surety Bond Loan on its Maturity Date.
"Surety Bond Loan": Each of the Mortgage Loans identified as Loan ID
numbers 27, 28 and 29 on the Mortgage Loan Schedule.
"Tax Returns": The federal income tax returns on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of each of the Upper-Tier REMIC and the Lower-Tier REMIC
due to its classification as a REMIC under the REMIC Provisions, together with
any and all other information, reports or returns that may be required to be
furnished to the Certificateholders or filed with the Internal Revenue Service
or any other governmental taxing authority under any applicable provisions of
federal, state or local tax laws.
"The Chase Manhattan Bank": The Chase Manhattan Bank, a commercial
bank chartered and existing under the laws of the State of New York, or any
corporation into which it may be merged, consolidated or converted or any
corporation resulting from any merger, consolidation or conversion to which it
shall be a party, or any corporation succeeding to its business.
"Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.
"Transfer Affidavit": As defined in Section 5.02(d).
"Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.
"Transferor": Any Person who is disposing by Transfer any Ownership
Interest in a Certificate.
"Transferor Letter": As defined in Section 5.02(d).
<PAGE>
"Trust": The trust created hereby and to be administered hereunder.
"Trust Fund": The segregated pool of assets subject hereto,
constituting the Trust, consisting of: (i) the Mortgage Loans as from time to
time are subject to this Agreement and all payments under and proceeds of such
Mortgage Loans received after the Cut-off Date (other than payments of principal
and interest due and payable on such Mortgage Loans on or before the Cut-off
Date), together with all documents included in the related Mortgage Files; (ii)
such funds or assets as from time to time are deposited in the Certificate
Account, the Distribution Accounts, any Servicing Accounts, the Excess Interest
Distribution Account and, if established, the REO Account; (iii) any REO
Property; (iv) the rights of the mortgagee under all Insurance Policies with
respect to the Mortgage Loans and (v) the rights of the Depositor under Sections
2, 3, 8, 9, 10, 11, 12 and 13 of the Mortgage Loan Purchase Agreement.
"Trustee": State Street Bank and Trust Company, a trust company
chartered under the laws of the Commonwealth of Massachusetts, in its capacity
as trustee and its successors in interest, or any successor trustee appointed as
herein provided.
"Trustee Exception Report": As defined in Section 2.02(e).
"Trustee Fee": The fee to be paid to the Trustee as compensation for
the Trustee's activities under this Agreement.
"Trustee Fee Rate": A rate equal to 0.00575% per annum computed on the
basis of the Stated Principal Balance of the related Mortgage Loan.
"UCC": The Uniform Commercial Code, as enacted in each applicable
state.
"UCC Financing Statement": A financing statement executed and filed
pursuant to the UCC, as in effect in the relevant jurisdiction.
"Uncertificated Lower-Tier Interests": Any of the Class LA-1, Class
LA-2, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH,
Class LI, and Class LJ Uncertificated Interests.
"Underwritten Debt Service Coverage Ratio": With respect to any
Mortgage Loan, the ratio of (i) Underwritten Net Cash Flow produced by the
related Mortgaged Property to (ii) the aggregate amount of the Monthly Payments
due for the 12-month period immediately following the Cut-off Date, except with
respect to those Mortgage Loans identified on Schedule 3 where Monthly Payments
initially pay interest only, but for purposes of this definition only, shall be
assumed to include interest and principal (based upon the amortization schedule
length indicated on Schedule 3).
"Underwritten Net Cash Flow": With respect to any Mortgage Loan, 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
<PAGE>
expenses, repairs and maintenance, management fees and advertising), fixed
expenses (such as insurance and real estate taxes) and any applicable reserves.
"Underwriter": Chase Securities Inc.
"Uninsured Cause": Any cause of damage to property subject to a
Mortgage such that the complete restoration of such property is not fully
reimbursable by the hazard insurance policies or flood insurance policies
required to be maintained pursuant to Section 3.07.
"Unscheduled Principal Distribution Amount": With respect to any
Distribution Date, the aggregate of:
(a) all Principal Prepayments received on the Mortgage Loans during
the related Due Period; and
(b) the principal portions of all Liquidation Proceeds, Insurance and
Condemnation Proceeds and, if applicable, REO Revenues received with
respect to the Mortgage Loans and any REO Loans during the related Due
Period, but in each case only to the extent that such principal portion
represents a recovery of principal for which no advance was previously made
pursuant to Section 4.03 in respect of a preceding Distribution Date.
"Upper-Tier Distribution Account": The segregated account or accounts
created and maintained by the Paying Agent pursuant to Section 3.04(b) in trust
for the Certificateholders, which shall be entitled "The Chase Manhattan Bank,
as Paying Agent, in trust for the registered Holders of Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
1998-2, Upper-Tier Distribution Account". Any such account or accounts shall be
an Eligible Account.
"Upper-Tier REMIC": One of the two separate REMICs comprising the
Trust Fund, the assets of which consist of the Uncertificated Lower-Tier
Interests and such amounts as shall from time to time be held in the Upper-Tier
Distribution Account.
"U.S. Person": A citizen or resident of the United States, a
corporation, partnership (except to the extent provided in applicable Treasury
Regulations) or other entity created or organized in, or under the laws of, the
United States or any political subdivision thereof, an estate whose income is
subject to United States federal income tax regardless of its source or a trust
if a court within the United States is able to exercise primary supervision over
the administration of such trust, and one or more such U.S. Persons have the
authority to control all substantial decisions of such trust (or, to the extent
provided in applicable Treasury Regulations, certain trusts in existence on
August 20, 1996 which are eligible to be treated as U.S. Persons).
"Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the
<PAGE>
Voting Rights shall be allocated among the various Classes of Certificateholders
as follows: (i) 4% in the case of the Class X Certificates, and (ii) in the case
of any other Class of Regular Certificates a percentage equal to the product of
96% and a fraction, the numerator of which is equal to the aggregate Certificate
Balance of such Class, in each case, determined as of the Distribution Date
immediately preceding such time, and the denominator of which is equal to the
aggregate Certificate Balance of the Regular Certificates, each determined as of
the Distribution Date immediately preceding such time. Neither the Class R
Certificates 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.
"Weighted Average Net Mortgage Rate": With respect to any Distribution
Date, the weighted average of the applicable Net Mortgage Rates of the Mortgage
Loans as of the first day of the related Due Period, weighted on the basis of
their respective Stated Principal Balances as of the first day of such Due
Period.
"Withheld Amounts": As defined in Section 3.24(a).
"Workout Fee": The fee paid to the Special Servicer with respect to
each Corrected Mortgage Loan.
"Workout Fee Rate": A fee of 1.0% of each collection of interest and
principal, including (i) Monthly Payments, (ii) Balloon Payments and (iii)
payments (other than those included in clause (i) or (ii) of this definition) at
maturity, received on each Corrected Mortgage Loan for so long as it remains a
Corrected Mortgage Loan.
"Yield Maintenance Charge": With respect to any Mortgage Loan, the
yield maintenance charge set forth in the related Mortgage Loan documents.
"Yield Rate": With respect to any Mortgage Loan, the yield rate set
forth in the related Mortgage Loan documents.
SECTION 1.02. Certain Calculations.
Unless otherwise specified herein, for purposes of determining amounts
with respect to the Certificates and the rights and obligations of the parties
hereto, the following provisions shall apply:
(i) All calculations of interest (other than as provided in the
Mortgage Loan documents) provided for herein shall be made on the basis of a
360-day year consisting of twelve 30-day months.
<PAGE>
(ii) Any Mortgage Loan payment is deemed to be received on the date
such payment is actually received by the Servicer, the Special Servicer or the
Trustee; provided, however, that for purposes of calculating distributions on
the Certificates, Principal Prepayments with respect to any Mortgage Loan are
deemed to be received on the date they are applied in accordance with the
Servicing Standards consistent with the terms of the related Mortgage Note and
Mortgage to reduce the outstanding principal balance of such Mortgage Loan on
which interest accrues.
(iii) Any reference to the Certificate Balance of any Class of
Certificates on or as of a Distribution Date shall refer to the Certificate
Balance of such Class of Certificates on such Distribution Date after giving
effect to (a) any distributions made on such Distribution Date pursuant to
Section 4.01(a), (b) any Collateral Support Deficit allocated to such Class on
such Distribution Date pursuant to Section 4.04 and (c) the addition of any
Certificate Deferred Interest allocated to such Class and added to such
Certificate Balance pursuant to Section 4.06(b).
(iv) For purposes of calculations required herein, Excess Interest
shall not be added to the outstanding principal balance of the Mortgage Loans
notwithstanding that the related Loan Documents may provide otherwise.
[End of Article I]
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery
hereof, does hereby assign, transfer and convey to the Trustee, without
recourse, for the benefit of the Certificateholders all the right, title and
interest of the Depositor, including any security interest therein for the
benefit of the Depositor, in, to and under (i) the Mortgage Loans identified on
the Mortgage Loan Schedule, (ii) Sections 2, 3, 9, 11, and 13 of the Mortgage
Loan Purchase Agreement and (iii) all other assets included or to be included in
the Trust Fund. Such assignment includes all interest and principal received or
receivable on or with respect to the Mortgage Loans (other than payments of
principal and interest due and payable on the Mortgage Loans on or before the
Cut-off Date). The transfer of the Mortgage Loans and the related rights and
property accomplished hereby is absolute and, notwithstanding Section 11.07, is
intended by the parties to constitute a sale. In connection with the assignment
to the Trustee of Sections 2, 3, 9, 11 and 13 of the Mortgage Loan Purchase
Agreement, it is intended that the Trustee get the benefit of Sections 8, 10 and
12 thereof in connection with any exercise of rights under such assigned
Sections, and the Depositor shall use its best efforts to make available to the
Trustee the benefits of Sections 8, 10 and 12 in connection therewith. In
connection with the assignment of any Surety Bond, the Trustee is hereby
authorized and directed at the expense of the Trust Fund to (i) execute any
related Surety Bond transfer certificate and (ii) provide for the appointment of
the authorized agent required pursuant to such Surety Bond (which appointment
shall continue until at least the 365th day following the Maturity Date of the
related Surety Bond Loan) and otherwise comply with the requirements of the
related Surety Bond with respect to such transfer.
(b) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall direct, and hereby represents and
warrants that it has directed, the Mortgage Loan Seller pursuant to the Mortgage
Loan Purchase Agreement to deliver to and deposit with, or cause to be delivered
to and deposited with, the Trustee or a Custodian appointed thereby, on or
before the Closing Date, the Mortgage File for each Mortgage Loan so assigned,
with copies to the Servicer. If the Mortgage Loan Seller cannot deliver, or
cause to be delivered, as to any Mortgage Loan, the original Mortgage Note, the
Mortgage Loan Seller shall deliver a copy or duplicate original of such Mortgage
Note, together with an affidavit certifying that the original thereof has been
lost or destroyed. If the Mortgage Loan Seller cannot deliver, or cause to be
delivered, as to any Mortgage Loan, any of the documents and/or instruments
referred to in clauses (ii), (iv), (vi), (viii), (xi) and (xii) of the
definition of "Mortgage File," with evidence of recording thereon, solely
because of a delay caused by the public recording office where such document or
instrument has been delivered for recordation, the delivery requirements of the
Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to
have been satisfied as to such non-delivered document or instrument, and such
non-delivered document or instrument shall be deemed to have been included in
the
<PAGE>
Mortgage File, provided that a photocopy of such non-delivered document or
instrument (certified by the Mortgage Loan Seller to be a true and complete copy
of the original thereof submitted for recording) is delivered to the Trustee or
a Custodian appointed thereby on or before the Closing Date, and either the
original of such non-delivered document or instrument, or a photocopy thereof
(certified by the appropriate county recorder's office, in the case of the
documents and/or instruments referred to in clause (ii) of the definition of
"Mortgage File," to be a true and complete copy of the original thereof
submitted for recording), with evidence of recording thereon, is delivered to
the Trustee or such Custodian within 120 days of the Closing Date (or within
such longer period after the Closing Date as the Trustee may consent to, which
consent shall not be unreasonably withheld so long as the Mortgage Loan Seller
is, as certified in writing to the Trustee no less often than every 90 days, in
good faith attempting to obtain from the appropriate county recorder's office
such original or photocopy). If the Mortgage Loan Seller cannot deliver, or
cause to be delivered, as to any Mortgage Loan, any of the documents and/or
instruments referred to in clauses (ii), (iv), (vi), (viii), (xi) and (xii) of
the definition of "Mortgage File," with evidence of recording thereon, for any
other reason, including, without limitation, that such non-delivered document or
instrument has been lost, the delivery requirements of the Mortgage Loan
Purchase Agreement and this Section 2.01(b) shall be deemed to have been
satisfied as to such non-delivered document or instrument, and such
non-delivered document or instrument shall be deemed to have been included in
the Mortgage File, provided that a photocopy of such non-delivered document or
instrument (with evidence of recording thereon and certified in the case of the
documents and/or instruments referred to in clause (ii) of the definition of
"Mortgage File" by the appropriate county recorder's office to be a true and
complete copy of the original thereof submitted for recording) is delivered to
the Trustee or a Custodian appointed thereby on or before the Closing Date.
Neither the Trustee nor any Custodian shall in any way be liable for any failure
by the Mortgage Loan Seller or the Depositor to comply with the delivery
requirements of the Mortgage Loan Purchase Agreement and this Section 2.01(b).
If, on the Closing Date as to any Mortgage Loan, the Mortgage Loan Seller cannot
deliver in complete and recordable form any one of the assignments in favor of
the Trustee referred to in clauses (iii), (v), (vii) or (xi) of the definition
of "Mortgage File" solely because of the unavailability of recording information
as to any existing document or instrument, the Mortgage Loan Seller may
provisionally satisfy the delivery requirements of the related Mortgage Loan
Purchase Agreement and this Section 2.01(b) by delivering with respect to such
Mortgage Loans on the Closing Date an omnibus assignment of such Mortgage Loans
substantially in the form of Exhibit I; provided that all required original
assignments with respect to such Mortgage Loan, in fully complete and recordable
form, are delivered to the Trustee or its Custodian within 120 days of the
Closing Date (or within such longer period as the Trustee in its discretion may
permit).
(c) Except under the circumstances provided for in the last sentence
of this subsection (c), the Mortgage Loan Seller, or the Trustee at the Mortgage
Loan Seller's expense, shall as to each Mortgage Loan, promptly (and in any
event within 30 days of the later of the Closing Date and the Trustee's actual
receipt of a complete Mortgage Loan File for such Mortgage Loan) cause to be
submitted for recording or filing, as the case may be, in the appropriate public
office for real property records or UCC Financing Statements, as
<PAGE>
appropriate, each assignment to the Trustee referred to in clauses (iii), (v)
and (vii) of the definition of "Mortgage File" and each UCC-3 to the Trustee
referred to in clause (xi) of the definition of "Mortgage File." Each such
assignment shall reflect that it should be returned by the public recording
office to the Trustee or its designee following recording, and each such UCC-3
shall reflect that the file copy thereof should be returned to the Trustee or
its designee following filing. If any such document or instrument is lost or
returned unrecorded or unfiled, as the case may be, because of a defect therein,
the Trustee shall prepare or cause to be prepared a substitute therefor or cure
such defect, as the case may be, and thereafter the Trustee shall upon receipt
thereof cause the same to be duly recorded or filed, as appropriate.
Notwithstanding the foregoing, there shall be no requirement to record any
assignment to the Trustee referred to in clause (iii), (v) or (vii) of the
definition of "Mortgage File," or to file any UCC-3 to the Trustee referred to
in clause (xi) of the definition of "Mortgage File," in those jurisdictions
where, in the written opinion of local counsel (which opinion shall not be an
expense of the Trust Fund) acceptable to the Depositor and the Trustee, such
recordation and/or filing is not required to protect the Trustee's interest in
the related Mortgage Loans against sale, further assignment, satisfaction or
discharge by the Mortgage Loan Seller, the Servicer, the Special Servicer, any
Sub-Servicer or the Depositor.
(d) All documents and records in the Depositor's or the Mortgage Loan
Seller's possession relating to the Mortgage Loans (including financial
statements, operating statements and any other information provided by the
respective Mortgagor from time to time) that are not required to be a part of a
Mortgage File in accordance with the definition thereof, together with copies of
all documents in each Mortgage File, shall be delivered to the Servicer on or
before the Closing Date and shall be held by the Servicer on behalf of the
Trustee in trust for the benefit of the Certificateholders.
(e) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall deliver, and hereby represents and
warrants that it has delivered, to the Trustee and the Servicer, on or before
the Closing Date, a fully executed original counterpart of the Mortgage Loan
Purchase Agreement, as in full force and effect, without amendment or
modification, on the Closing Date.
(f) The Depositor shall use its best efforts to require that, promptly
after the Closing Date, but in all events within three Business Days after the
Closing Date, the Mortgage Loan Seller shall cause all funds on deposit in
escrow accounts maintained with respect to the Mortgage Loans in the name of the
Mortgage Loan Seller or any other name to be transferred to the Servicer (or a
Sub-Servicer) for deposit into Servicing Accounts.
SECTION 2.02. Acceptance by Trustee.
(a) The Trustee, by the execution and delivery of this Agreement,
acknowledges receipt by it or a Custodian on its behalf, subject to the
provisions of Section 2.01 and the further review provided for in this Section
2.02 and to any exceptions noted on the Trustee Exception Report, of the
applicable documents specified in the definition of "Mortgage File" with respect
to each Mortgage Loan, of a fully executed original
<PAGE>
counterpart of the Mortgage Loan Purchase Agreement and of all other assets
included in the Trust Fund, in good faith and without notice of any adverse
claim, and declares that it or a Custodian on its behalf holds and will hold
such documents and the other documents delivered or caused to be delivered by
the Mortgage Loan Seller constituting the Mortgage Files, and that it holds and
will hold such other assets included in the Trust Fund, in trust for the
exclusive use and benefit of all present and future Certificateholders.
(b) Within 60 days of the Closing Date, the Trustee or a Custodian on
its behalf shall review each of the Mortgage Loan documents delivered or caused
to be delivered by the Mortgage Loan Seller constituting the Mortgage Files;
and, promptly following such review (but in no event later than 90 days after
the Closing Date), the Trustee shall certify in writing to each of the Rating
Agencies, Depositor, the Servicer, the Special Servicer, the Directing
Certificateholder (provided it shall have identified itself, and furnished to
the Trustee a notice address for the delivery of such certificate) and the
Mortgage Loan Seller that, as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan
specifically identified in any exception report annexed thereto as not being
covered by such certification), (i) all documents specified in the definition of
"Mortgage File", as applicable, are in its possession, (ii) all documents
delivered or caused to be delivered by the Mortgage Loan Sellers constituting
the Mortgage Files have been reviewed by it or by a Custodian on its behalf and
appear regular on their face and relate to such Mortgage Loan, and (iii) based
on such examination and only as to the foregoing documents, the information set
forth in the Mortgage Loan Schedule with respect to the items specified in
clauses (i), (ii), (iii), (iv), (vi), (viii) (a) and (viii) (c) in the
definition of "Mortgage Loan Schedule" is correct.
(c) The Trustee or a Custodian on its behalf shall review each of the
Mortgage Loan documents received thereby subsequent to the Closing Date; and, on
or about the first anniversary of the Closing Date, the Trustee shall certify in
writing to each of the Depositor, the Servicer, the Special Servicer and the
Mortgage Loan Seller that, as to each Mortgage Loan listed on the Mortgage Loan
Schedule (other than any Mortgage Loan as to which a Liquidation Event has
occurred or any Mortgage Loan specifically identified in any exception report
annexed thereto as not being covered by such certification), (i) all documents
specified in the definition of "Mortgage File", as applicable, are in its
possession, (ii) all Mortgage Loan documents received by it or any Custodian
have been reviewed by it or by such Custodian on its behalf and appear regular
on their face and relate to such Mortgage Loan and (iii) based on the
examinations referred to in subsection (b) above and this subsection (c) and
only as to the foregoing documents, the information set forth in the Mortgage
Loan Schedule with respect to the items specified in clauses (i), (ii), (iii),
(iv), (vi), (viii) (a) and (viii) (c) of the definition of "Mortgage Loan
Schedule" is correct.
(d) It is herein acknowledged that neither the Trustee nor any
Custodian is under any duty or obligation (i) to determine whether any of the
documents specified in clauses (iv) - (viii), (x) and (xiv) of the definition of
"Mortgage File" exist or are required to be delivered by the Depositor, the
Mortgage Loan Sellers or any other Person or (ii) to inspect, review or examine
any of the documents, instruments, certificates or other papers relating to
<PAGE>
the Mortgage Loans delivered to it to determine that the same are genuine,
enforceable or appropriate for the represented purpose or that they are other
than what they purport to be on their face.
(e) If, in the process of reviewing the Mortgage Files or at any time
thereafter, the Trustee or any Custodian finds any document or documents
constituting a part of a Mortgage File not to have been properly executed or,
subject to Section 2.01(b), not to have been delivered, to contain information
that does not conform in any material respect with the corresponding information
set forth in the Mortgage Loan Schedule or to be defective on its face (each, a
"Defect" in the related Mortgage File), the Trustee shall promptly so notify the
Depositor, the Servicer, the Special Servicer and the Mortgage Loan Seller (and
in no event later than 90 days after the Closing Date and every 90 days
thereafter until November 1, 2000, and annually thereafter), by providing a
written report (the "Trustee Exception Report") setting forth for each affected
Mortgage Loan, with particularity, the nature of such Defect.
SECTION 2.03. Representations, Warranties and Covenants of the
Depositor; Mortgage Loan Seller's Repurchase of
Mortgage Loans for Defects in Mortgage Files and
Breaches of Representations and Warranties.
(a) The Depositor hereby represents and warrants that:
(i) The Depositor is a corporation duly organized, validly existing
and in good standing under the laws of the State of New York, and the
Depositor has taken all necessary corporate action to authorize the
execution, delivery and performance of this Agreement by it, and has the
power and authority to execute, deliver and perform this Agreement and all
the transactions contemplated hereby, including, but not limited to, the
power and authority to sell, assign and transfer the Mortgage Loans in
accordance with this Agreement;
(ii) Assuming the due authorization, execution and delivery of this
Agreement by each other party hereto, this Agreement and all of the
obligations of the Depositor hereunder are the legal, valid and binding
obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement may
be limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law);
(iii) The execution and delivery of this Agreement and the performance
of its obligations hereunder by the Depositor will not conflict with any
provisions of any law or regulations to which the Depositor is subject, or
conflict with, result in a breach of or constitute a default under any of
the terms, conditions or provisions of the certificate of incorporation or
the by-laws of the Depositor or any indenture, agreement or instrument to
which the Depositor is a party or by which it is bound, or any order or
decree applicable to the Depositor, or result in the creation or imposition
of any lien on
<PAGE>
any of the Depositor's assets or property, which would materially and
adversely affect the ability of the Depositor to carry out the transactions
contemplated by this Agreement; the Depositor has obtained any consent,
approval, authorization or order of any court or governmental agency or
body required for the execution, delivery and performance by the Depositor
of this Agreement;
(iv) There is no action, suit or proceeding pending or, to the
Depositor's knowledge, threatened against the Depositor in any court or by
or before any other governmental agency or instrumentality which would
materially and adversely affect the validity of the Mortgage Loans or the
ability of the Depositor to carry out the transactions contemplated by this
Agreement; and
(v) The Depositor is the lawful owner of the Mortgage Loans with the
full right to transfer the Mortgage Loans to the Trust and the Mortgage
Loans have been validly transferred to the Trust.
(b) If any Certificateholder, the Servicer, the Special Servicer or
the Trustee discovers or receives notice of a Defect in any Mortgage File or a
breach of any representation or warranty set forth in, or required to be made
with respect to a Mortgage Loan by the Mortgage Loan Seller pursuant to, the
Mortgage Loan Purchase Agreement (a "Breach"), which Defect or Breach, as the
case may be, materially and adversely affects the value of any Mortgage Loan or
the interests of the Certificateholders therein, such Certificateholder, the
Servicer, the Special Servicer or the Trustee, as applicable, shall give prompt
written notice of such Defect or Breach, as the case may be, to the Depositor,
the Servicer, the Special Servicer and the Mortgage Loan Seller and shall
request that the Mortgage Loan Seller, not later than the earlier of 90 days
from the Mortgage Loan Seller's receipt of such notice or the Mortgage Loan
Seller's discovery of such Breach, cure such Defect or Breach, as the case may
be, in all material respects or repurchase the affected Mortgage Loan at the
applicable Purchase Price or in conformity with the Mortgage Loan Purchase
Agreement. Any Defect or Breach which causes any Mortgage Loan not to be a
"qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code)
shall be deemed to materially and adversely affect the interest of
Certificateholders therein. If the affected Mortgage Loan is to be repurchased,
the Trustee shall designate the Certificate Account as the account into which
funds in the amount of the Purchase Price are to be deposited by wire transfer.
(c) In connection with any repurchase of a Mortgage Loan contemplated
by this Section 2.03, the Trustee, the Servicer and the Special Servicer shall
each tender to the Mortgage Loan Seller, upon delivery to each of the Trustee,
the Servicer and the Special Servicer of a trust receipt executed by the
Mortgage Loan Seller, all portions of the Mortgage File and other documents
pertaining to such Mortgage Loan possessed by it, and each document that
constitutes a part of the Mortgage File that was endorsed or assigned to the
Trustee shall be endorsed or assigned, as the case may be, to the Mortgage Loan
Seller in the same manner as provided in Section 3 of the Mortgage Loan Purchase
Agreement. With respect to any Surety Bond Loan which is repurchased pursuant to
this Section 2.03, the Trustee, the Servicer or the Special Servicer, as
applicable, is hereby authorized and directed
<PAGE>
at the expense of the Trust Fund to comply in all respects with the requirements
of such Surety Bond with respect to a transfer of such Surety Bond to the
Mortgage Loan Seller, including, but not limited to, executing a Surety Bond
transfer certificate in favor of the Mortgage Loan Seller.
(d) Section 3 of the Mortgage Loan Purchase Agreement provides the
sole remedy available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Defect in a Mortgage File or any Breach of
any representation or warranty set forth in or required to be made pursuant to
Section 2 of the Mortgage Loan Purchase Agreement.
(e) The Trustee with the cooperation of the Special Servicer (in the
case of Specially Serviced Mortgage Loans) shall, for the benefit of the
Certificateholders, enforce the obligations of the Mortgage Loan Seller under
Section 3 of the Mortgage Loan Purchase Agreement. Such enforcement, including,
without limitation, the legal prosecution of claims, shall be carried out in
such form, to such extent and at such time as the Trustee with the cooperation
of the Special Servicer, as the case may be, would require were it, in its
individual capacity, the owner of the affected Mortgage Loan(s). The Trustee
with the cooperation of the Special Servicer, as the case may be, shall be
reimbursed for the reasonable costs of such enforcement: first, from a specific
recovery of costs, expenses or attorneys' fees against the Mortgage Loan Seller;
second, pursuant to Section 3.05(a)(vii) out of the related Purchase Price, to
the extent that such expenses are a specific component thereof; and third, if at
the conclusion of such enforcement action it is determined that the amounts
described in clauses first and second are insufficient, then pursuant to Section
3.05(a)(viii) out of general collections on the Mortgage Loans on deposit in the
Certificate Account.
SECTION 2.04. Execution of Certificates.
The Trustee hereby acknowledges the assignment to it of the Mortgage
Loans and, subject to Sections 2.01 and 2.02, the delivery to it or a Custodian
on its behalf of the Mortgage Files and a fully executed original counterpart of
the Mortgage Loan Purchase Agreement, together with the assignment to it of all
other assets included in the Trust Fund. Concurrently with such assignment and
delivery and in exchange therefor, the Trustee acknowledges the issuance of the
Uncertificated Lower-Tier Interests to the Depositor and the authentication and
delivery of the Class LR Certificates to or upon the order of the Depositor, in
exchange for the Mortgage Loans (other than Excess Interest), receipt of which
is hereby acknowledged, and immediately thereafter, the Trustee acknowledges
that it has executed and caused the Authenticating Agent to authenticate and to
deliver to or upon the order of the Depositor, in exchange for the
Uncertificated Lower-Tier Interests, the Regular Certificates and the Class R
Certificates, and the Depositor hereby acknowledges the receipt by it or its
designees, of such Certificates in authorized Denominations evidencing the
entire beneficial ownership of the Upper-Tier REMIC.
[End of Article II]
<PAGE>
ARTICLE III
ADMINISTRATION AND
SERVICING OF THE TRUST FUND
SECTION 3.01. Servicer to Act as Servicer; Special Servicer to Act
as Special Servicer; Administration of the Mortgage
Loans.
(a) The Servicer and the Special Servicer shall service and administer
the Mortgage Loans for which each is responsible on behalf of the Trustee in the
best interests of and for the benefit of all of the Certificateholders (as
determined by the Servicer or Special Servicer as the case may be, in the
exercise of its good faith and reasonable judgment) and in accordance with
applicable law, the specific terms of the respective Mortgage Loans and this
Agreement, to the extent not inconsistent with the foregoing, in the same manner
in which, and with the same care, skill and diligence as is normal and usual in
its general mortgage servicing and REO property management activities on behalf
of third parties or on behalf of itself, whichever is higher, with respect to
mortgage loans and REO properties that are comparable to those for which it is
responsible hereunder, and in each event with a view to the timely collection of
all scheduled payments of principal and interest under the Mortgage Loans or, if
a Mortgage Loan comes into and continues in default and if, in the good faith
and reasonable judgment of the Special Servicer, no satisfactory arrangements
can be made for the collection of the delinquent payments, the maximization of
the recovery on such Mortgage Loan to the Certificateholders (as a collective
whole) on a present value basis (the relevant discounting of anticipated
collection that will be distributable to Certificateholders to be performed at
the related Net Mortgage Rate), but in any case without regard to: (i) any known
relationship that the Servicer, the Special Servicer or any Affiliate of the
Servicer or the Special Servicer may have with any Borrower or any other parties
to this Agreement; (ii) the ownership of any Certificate by the Servicer, the
Special Servicer or any Affiliate of the Servicer or Special Servicer, as
applicable; (iii) the Servicer's or Special Servicer's obligation, as
applicable, to make Advances; or (iv) the right of the Servicer (or any
Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the
case may be, to receive reimbursement of costs, or the sufficiency of any
compensation for its services hereunder or with respect to any particular
transaction (collectively referred to as the "Servicing Standards"). Without
limiting the foregoing, subject to Section 3.21, the Special Servicer shall be
obligated to service and administer (i) any Mortgage Loans as to which a
Servicing Transfer Event has occurred and is continuing (the "Specially Serviced
Mortgage Loans") and (ii) any REO Properties; provided, that the Servicer shall
continue to receive payments make all calculations, and prepare, or cause to be
prepared, all reports, required hereunder with respect to the Specially Serviced
Mortgage Loans as if no Servicing Transfer Event had occurred and with respect
to the REO Properties (and the related REO Loans) as if no REO Acquisition had
occurred, and to render such incidental services with respect to such Specially
Serviced Mortgage Loans and REO Properties as are specifically provided for
herein; provided, further, however, that the Servicer shall not be liable for
failure to comply with
<PAGE>
such duties insofar as such failure results from a failure of the Special
Servicer to provide sufficient information to the Servicer to comply with such
duties. Each Mortgage Loan that becomes a Specially Serviced Mortgage Loan shall
continue as such until satisfaction of the conditions specified in Section
3.21(a). Without limiting the foregoing, subject to Section 3.21, the Servicer
shall be obligated to service and administer all Mortgage Loans which are not
Specially Serviced Mortgage Loans; provided, that the Special Servicer shall
make the inspections, use its reasonable best efforts to collect the statements
and shall prepare the reports in respect of the related Mortgaged Properties
with respect to Specially Serviced Mortgage Loans in accordance with Section
3.12.
(b) Subject only to the Servicing Standards and the terms of this
Agreement and of the respective Mortgage Loans and applicable law, the Servicer
and the Special Servicer each shall have full power and authority, acting alone,
to do or cause to be done any and all things in connection with such servicing
and administration which it may deem necessary or desirable. Without limiting
the generality of the foregoing, each of the Servicer and the Special Servicer,
in its own name, is hereby authorized and empowered by the Trustee and obligated
to execute and deliver, on behalf of the Certificateholders and the Trustee or
any of them, with respect to each Mortgage Loan it is obligated to service under
this Agreement: (i) any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien created by the
related Mortgage or other security document in the related Mortgage File on the
related Mortgaged Property and related collateral; (ii) subject to Section 3.20,
any and all modifications, waivers, amendments or consents to or with respect to
any documents contained in the related Mortgage File; and (iii) any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and all other comparable instruments. Subject to Section 3.10, the
Trustee shall furnish, or cause to be furnished, to the Servicer or the Special
Servicer any powers of attorney and other documents necessary or appropriate to
enable the Servicer or the Special Servicer, as the case may be, to carry out
its servicing and administrative duties hereunder; provided, however, that the
Trustee shall not be held liable for any negligence with respect to, or misuse
of, any such power of attorney by the Servicer or the Special Servicer.
(c) The relationships of the Servicer and the Special Servicer to the
Trustee under this Agreement are intended by the parties to be that of
independent contractors and not that of joint venturers, partners or agents.
Unless the same Person acts as both Servicer and Special Servicer, the Servicer
shall not be responsible for the actions or failure to act of the Special
Servicer and the Special Servicer shall not be responsible for the actions or
failure to act of the Servicer.
SECTION 3.02. Collection of Mortgage Loan Payments.
(a) Each of the Servicer and the Special Servicer shall make
reasonable efforts to collect all payments called for under the terms and
provisions of the Mortgage Loans it is obligated to service hereunder, and shall
follow such collection procedures as are consistent with this Agreement
(including, without limitation, the Servicing Standards), provided, that with
respect to the Mortgage Loans that have Anticipated Repayment Dates, so long as
the related Mortgagor is in compliance with each provision of the related
Mortgage Loan documents, the Servicer and Special Servicer (including the
Special Servicer and in its
<PAGE>
capacity as a Certificateholder), shall not take any enforcement action with
respect to the failure of the related Mortgagor to make any payment of Excess
Interest or principal in excess of the principal component of the constant
Monthly Payment, other than requests for collection, until the maturity date of
the related Mortgage Loan; provided, that the Servicer or Special Servicer, as
the case may be, may take action to enforce the Trust Fund's right to apply
excess cash flow to principal in accordance with the terms of the Loan
Documents. Consistent with the foregoing, the Servicer or the Special Servicer
each may in its discretion waive any Penalty Charge in connection with any
delinquent payment on a Mortgage Loan it is obligated to service hereunder.
(b) All amounts collected on any Mortgage Loan in the form of payments
from Mortgagors, Insurance and Condemnation Proceeds, Liquidation Proceeds or
payments received under any Surety Bonds or lease enhancement policies with
respect to any Mortgage Loan shall be applied to amounts due and owing under the
related Mortgage Note and Mortgage (including, without limitation, for principal
and accrued and unpaid interest) in accordance with the express provisions of
the related Mortgage Note and Mortgage and, in the absence of such express
provisions, shall be applied (after reimbursement to the Servicer and/or the
Trustee for any related Servicing Advances and interest thereon as provided
herein): first, as a recovery of accrued and unpaid interest on such Mortgage
Loan at the related Mortgage Rate in effect from time to time to but not
including the Due Date in the Due Period of receipt; second, as a recovery of
principal of such Mortgage Loan to the extent of its entire unpaid principal
balance and third, in accordance with the Servicing Standards, as a recovery of
any other amounts due and owing on such Mortgage Loan, including, without
limitation, Prepayment Premiums, Yield Maintenance Charges, Penalty Charges and
Excess Interest. To the extent that such amounts are paid by a party other than
a Mortgagor, such amounts shall be deemed to have been paid in respect of a
purchase of all or part of the Mortgaged Property (in the case of Insurance and
Condemnation Proceeds or Liquidation Proceeds), a loan to the Mortgagor (in the
case of a Surety Bond) or a payment of rent under a credit lease (in the case of
a lease enhancement policy) and then paid by the Mortgagor under the Mortgage
Loan in accordance with the preceding sentence. Amounts collected on any REO
Loan shall be deemed to be applied in accordance with the definition thereof.
(c) To the extent consistent with the terms of the Mortgage Loans and
applicable law, the Servicer shall apply all Insurance and Condemnation Proceeds
it receives on a day other than the first day of a month to amounts due and
owing under the related Mortgage Loan as if such Insurance and Condemnation
Proceeds were received on the first day of the calendar month immediately
succeeding the month in which such Insurance and Condemnation Proceeds were
received.
(d) In the event that the Servicer or Special Servicer receives, or
receives notice from the related Borrower that the Servicer or Special Servicer
will be receiving, Excess Interest in any Collection Period, the Servicer or
Special Servicer, as applicable, will promptly notify the Paying Agent. Subject
to the provisions of Section 3.02(a) hereof, neither the Servicer nor the
Special Servicer shall be responsible for any such Excess Interest not collected
after notice from the related Borrower.
<PAGE>
SECTION 3.03. Collection of Taxes, Assessments and Similar Items;
Servicing Accounts.
(a) The Servicer shall establish and maintain one or more accounts
(the "Servicing Accounts"), into which all Escrow Payments shall be deposited
and retained, and shall administer such Servicing Accounts in accordance with
the Mortgage Loan documents. Amounts on deposit in Servicing Accounts may only
be invested in accordance with the terms of the related Mortgage Loan documents
or in Permitted Investments. Servicing Accounts shall be Eligible Accounts.
Withdrawals of amounts so deposited from a Servicing Account may be made only
to: (i) effect payment of real estate taxes, assessments, insurance premiums,
ground rents (if applicable) and comparable items; (ii) reimburse the Servicer
or the Trustee for any Servicing Advances; (iii) refund to Mortgagors any sums
as may be determined to be overages; (iv) pay interest to Mortgagors on balances
in the Servicing Account, if required by applicable law or the terms of the
related Mortgage Loan and as described below or, if not so required, to the
Servicer; (v) withdraw amounts deposited in error or (vi) clear and terminate
the Servicing Account at the termination of this Agreement in accordance with
Section 9.01. As part of its servicing duties, the Servicer shall pay or cause
to be paid to the Mortgagors interest on funds in Servicing Accounts, to the
extent required by law or the terms of the related Mortgage Loan.
(b) The Special Servicer, in the case of REO Loans, and the Servicer,
in the case of all other Mortgage Loans, shall maintain accurate records with
respect to each related Mortgaged Property reflecting the status of real estate
taxes, assessments and other similar items that are or may become a lien thereon
and the status of insurance premiums and any ground rents payable in respect
thereof. The Special Servicer, in the case of REO Loans, and the Servicer, in
the case of all other Mortgage Loans, shall obtain, from time to time, all bills
for the payment of such items (including renewal premiums) and shall effect
payment thereof from the REO Account or by the Servicer as Servicing Advances
prior to the applicable penalty or termination date, employing for such purpose
Escrow Payments (which shall be so applied by the Servicer at the written
direction of the Special Servicer in the case of REO Loans) as allowed under the
terms of the related Mortgage Loan. The Servicer or, with respect to any
Mortgage Loan that is a Specially Serviced Mortgage Loan, the Special Servicer
shall service and administer any reserve accounts (including monitoring,
maintaining or changing the amounts of required escrows) in accordance with the
terms of such Mortgage Loan and the Servicing Standards. To the extent that a
Mortgage Loan does not require a Mortgagor to escrow for the payment of real
estate taxes, assessments, insurance premiums, ground rents (if applicable) and
similar items, the Special Servicer, in the case of REO Loans, and the Servicer,
in the case of all other Mortgage Loans, shall require that payments in respect
of such items be made by the Mortgagor at the time they first become due.
(c) In accordance with the Servicing Standards and for all Mortgage
Loans, the Servicer shall advance with respect to each related Mortgaged
Property (including any REO Property) all such funds as are necessary for the
purpose of effecting the payment of (i) real estate taxes, assessments and other
similar items that are or may become a lien thereon, (ii) ground rents (if
applicable) and (iii) premiums on Insurance Policies, in each instance if
<PAGE>
and to the extent Escrow Payments collected from the related Mortgagor are
insufficient to pay such item when due and the related Mortgagor has failed to
pay such item on a timely basis, and provided, however, that the particular
advance would not, if made, constitute a Nonrecoverable Servicing Advance and
provided, further, however, that with respect to the payment of taxes and
assessments, the Servicer shall not be required to make such advance until the
earlier of five Business Days after the Servicer has received confirmation that
such item has not been paid or the date prior to the date after which any
penalty or interest would accrue in respect of such taxes or assessments. The
Special Servicer shall give the Servicer and the Trustee not less than five
Business Days' written (facsimile) notice before the date on which the Servicer
is requested to make any Servicing Advance with respect to a given Mortgage Loan
or REO Property; provided, however, that only two Business Days' written
(facsimile) notice shall be required in respect of Servicing Advances required
to be made on an urgent or emergency basis (which may include, without
limitation, Servicing Advances required to make tax or insurance payments). In
addition, the Special Servicer shall provide the Servicer and the Trustee with
such information in its possession as the Servicer or the Trustee, as
applicable, may reasonably request to enable the Servicer or the Trustee, as
applicable, to determine whether a requested Servicing Advance would constitute
a Nonrecoverable Advance. All such Advances shall be reimbursable in the first
instance from related collections from the Mortgagors and further as provided in
Section 3.05. No costs incurred by the Servicer or the Special Servicer in
effecting the payment of real estate taxes, assessments and, if applicable,
ground rents on or in respect of the Mortgaged Properties shall, for purposes
hereof, including, without limitation, calculating monthly distributions to
Certificateholders, be added to the unpaid principal balances of the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.
The failure by the Servicer to make any required Servicing Advance as and when
due shall constitute an Event of Default under Section 7.01(a)(iii) and, to the
extent the Trustee has actual knowledge that such Servicing Advance is
necessary, the Trustee shall make such Servicing Advance pursuant to Section
7.05.
(d) In connection with its recovery of any Servicing Advance out of
the Certificate Account pursuant to Section 3.05(a), each of the Servicer and
the Trustee, as the case may be, shall be entitled to receive, out of any
amounts then on deposit in the Certificate Account, interest at the
Reimbursement Rate in effect from time to time, accrued on the amount of such
Servicing Advance from the date made to, but not including, the date of
reimbursement. The Servicer shall reimburse itself or the Trustee, as the case
may be, for any outstanding Servicing Advance as soon as practically possible
after funds available for such purpose are deposited in the Certificate Account.
(e) To the extent an operations and maintenance plan is required to be
established and executed pursuant to the terms of a Mortgage Loan, the Servicer
shall request from the Mortgagor written confirmation thereof within a
reasonable time after the later of the Closing Date and the date as of which
such plan is required to be established or completed. To the extent any repairs,
capital improvements, actions or remediations are required to have been taken or
completed pursuant to the terms of the Mortgage Loan, the Servicer shall request
from the Mortgagor written confirmation of such actions and remediations within
a reasonable
<PAGE>
time after the later of the Closing Date and the date as of which such action or
remediations are required to be or to have been taken or completed. To the
extent a Mortgagor shall fail to promptly respond to any inquiry described in
this Section 3.03(e), the Servicer shall determine whether the related Mortgagor
has failed to perform its obligations under the related Mortgage Loan and report
any such failure to the Special Servicer within a reasonable time after the
later of January 1, 1999 and the date as of which such actions or remediations
are required to be or to have been taken or completed.
SECTION 3.04. The Certificate Account, the Lower-Tier and Upper-Tier
Distribution Accounts, and the Excess Interest
Distribution Account.
(a) The Servicer shall establish and maintain, or cause to be
established and maintained, a Certificate Account in which the Servicer shall
deposit or cause to be deposited on a daily basis (and in no event later than
two Business Days following receipt), except as otherwise specifically provided
herein, the following payments and collections received or made by or on behalf
of it subsequent to the Cut-off Date (other than in respect of principal and
interest on the Mortgage Loans due and payable on or before the Cut-off Date),
or payments (other than Principal Prepayments) received by it on or prior to the
Cut-off Date but allocable to a period subsequent thereto:
(i) all payments on account of principal, including Principal
Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans (net of
the Servicing Fees), including Excess Interest, Penalty Charges, Prepayment
Premiums and Yield Maintenance Charges;
(iii) all Insurance and Condemnation Proceeds and Liquidation Proceeds
received in respect of any Mortgage Loan or REO Property (other than
Liquidation Proceeds that are received in connection with the purchase by
the Servicer, the Special Servicer, the Holders of the Controlling Class,
or the Holders of the Class LR Certificates of all the Mortgage Loans and
any REO Properties in the Trust Fund and that are to be deposited in the
Lower-Tier Distribution Account pursuant to Section 9.01);
(iv) any amounts required to be transferred from the REO Account
pursuant to Section 3.16(c);
(v) any amounts required to be deposited by the Servicer pursuant to
Section 3.06 in connection with losses incurred with respect to Permitted
Investments of funds held in the Certificate Account; and
(vi) any amounts required to be deposited by the Servicer or the
Special Servicer pursuant to Section 3.07(b) in connection with losses
resulting from a deductible clause in a blanket hazard or master single
interest policy.
<PAGE>
The Certificate Account shall be maintained as a segregated account
separate from other accounts.
The foregoing requirements for deposit in the Certificate Account
shall be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, actual payments from Mortgagors in the nature of
Escrow Payments, charges for beneficiary statements or demands, assumption fees,
modification fees, extension fees or amounts collected for Mortgagor checks
returned for insufficient funds need not be deposited by the Servicer in the
Certificate Account. If the Servicer shall deposit in the Certificate Account
any amount not required to be deposited therein, it may at any time withdraw
such amount from the Certificate Account, any provision herein to the contrary
notwithstanding. Assumption, extension and modification fees actually received
from Mortgagors on Mortgage Loans or Specially Serviced Mortgage Loans shall be
promptly delivered to the Special Servicer as additional servicing compensation,
but only to the extent the payment of such fees are in accordance with the
second paragraph of Section 3.11(b) and any other terms hereof.
Upon receipt of any of the foregoing amounts in clauses (i)-(iv) above
with respect to any Specially Serviced Mortgage Loans, the Special Servicer
shall remit within two Business Days such amounts to the Servicer for deposit
into the Certificate Account in accordance with the second preceding paragraph.
Any such amounts received by the Special Servicer with respect to an REO
Property shall be deposited by the Special Servicer into the REO Account and
remitted to the Servicer for deposit into the Certificate Account pursuant to
Section 3.16(c). With respect to any such amounts paid by check to the order of
the Special Servicer, the Special Servicer shall endorse without recourse or
warranty such check to the order of the Servicer and shall promptly deliver any
such check to the Servicer by overnight courier.
Funds in the Certificate Account may be invested in Permitted
Investments in accordance with the provisions of Section 3.06. The Servicer
shall give notice to the Trustee, the Special Servicer and the Depositor of the
location of the Certificate Account as of the Closing Date and of the new
location of the Certificate Account prior to any change thereof.
(b) The Paying Agent, on behalf of the Trustee for the benefit of the
Certificateholders, shall establish and maintain the Lower-Tier Distribution
Account, the Upper-Tier Distribution Account, the Excess Interest Distribution
Account and the Interest Reserve Account in trust for the benefit of the
Certificateholders. The Trustee hereby authorizes the Paying Agent to make
deposits in and withdrawals from the Distribution Accounts in accordance with
the terms of this Agreement. The Servicer shall deliver to the Paying Agent each
month on or before the P&I Advance Date therein, for deposit in the Lower-Tier
Distribution Account, that portion of the Available Distribution Amount
(calculated without regard to clause (a)(iv), (a)(v), (a)(viii) and (c) of the
definition thereof) for the related Distribution Date then on deposit in the
Certificate Account.
<PAGE>
The Lower-Tier Distribution Account, the Upper-Tier Distribution
Account, the Excess Interest Distribution Account and the Interest Reserve
Account shall be maintained as segregated accounts separate from other accounts.
In addition to the amounts required to be deposited in the Lower-Tier
Distribution Account pursuant to the foregoing paragraph, the Servicer shall, as
and when required hereunder, deliver to the Paying Agent for deposit in the
Lower-Tier Distribution Account:
(i) [reserved]
(ii) any P&I Advances required to be made by the Servicer in
accordance with Section 4.03;
(iii) any Liquidation Proceeds paid by the Servicer, the Special
Servicer, the Holders of the Controlling Class or the Holders of the Class
LR Certificates in connection with the purchase of all of the Mortgage
Loans and any REO Properties in the Trust Fund pursuant to Section 9.01
(exclusive of that portion thereof required to be deposited in the
Certificate Account pursuant to Section 9.01);
(iv) any Yield Maintenance Charges or Prepayment Premiums; and
(v) any other amounts required to be so delivered for deposit in the
Lower-Tier Distribution Account pursuant to any provision of this
Agreement.
If, as of 3:00 p.m., New York City time, on any P&I Advance Date or on
such other date as any amount referred to in the foregoing clauses (i) through
(v) are required to be delivered hereunder, the Servicer shall not have
delivered to the Paying Agent for deposit in the Lower-Tier Distribution Account
and the Excess Interest Distribution Account the amounts required to be
deposited therein pursuant to the provisions of this Agreement, then the Paying
Agent shall, to the extent that an officer of the Paying Agent has such
knowledge, provide notice of such failure to the Servicer by facsimile
transmission sent to telecopy No. (312) 845-8617 (or such alternative number
provided by the Servicer to the Paying Agent in writing) and by telephone at
telephone No. (312) 845-8585 (or such alternative number provided by the
Servicer to the Paying Agent in writing) as soon as possible, but in any event
before 5:00 p.m., New York City time, on such day; provided, however, that the
Servicer shall pay the Paying Agent interest on such late payment at the prime
rate from the time such payment was required to be made (without regards to any
grace period) until such late payment is received by the Paying Agent.
The Paying Agent shall, upon receipt, deposit in the Lower-Tier
Distribution Account any and all amounts received by the Paying Agent that are
required by the terms of this Agreement to be deposited therein. In the event
the Trustee receives any amounts required to be remitted to the Paying Agent or
the Lower-Tier Distribution Account pursuant to the terms hereof, the Trustee
shall remit such amounts as soon as possible, but in no event later than one
Business Day following receipt. The Trustee shall remit to the Paying Agent for
<PAGE>
deposit in the Lower-Tier Distribution Account any P&I Advances required to be
made by it in accordance with Section 7.05.
Immediately after the deposit of all funds in the Lower-Tier
Distribution Account and prior to the close of business on such P&I Advance
Date, the Paying Agent shall deposit in the Upper-Tier Distribution Account an
aggregate amount of immediately available funds equal to the Lower-Tier
Distribution Amount and the amount of any Prepayment Premiums and Yield
Maintenance Charges for such Distribution Date allocated in payment of the
Uncertificated Lower-Tier Interests as specified in Sections 4.01(b) and
4.01(d), respectively.
Funds on deposit in the Interest Reserve Account and/or the
Certificate Account may be invested in Permitted Investments in accordance with
the provisions of Section 3.06. As of the Closing Date, the Certificate Account
shall be located at the offices of the Servicer. The Servicer shall give notice
to the Trustee, the Paying Agent, the Special Servicer and the Depositor of the
location of the Certificate Account and of any new location of the Certificate
Account prior to any change thereof. As of the Closing Date, the Excess Interest
Distribution Account, the Interest Reserve Account, the Upper-Tier Distribution
Account and the Lower-Tier Distribution Account shall be located at the offices
of the Paying Agent. The Paying Agent shall give notice to the Trustee, the
Servicer and the Depositor of the location of the Upper-Tier Distribution
Account and the Lower-Tier Distribution Account and of the new location of the
Distribution Accounts prior to any change thereof.
(c) Prior to any Collection Period during which Excess Interest is
received, and upon notification from the Servicer or Special Servicer pursuant
to Section 3.03(d), the Paying Agent, on behalf of the Trustee, shall establish
and maintain the Excess Interest Distribution Account in the name of the Paying
Agent in trust for the benefit of Certificateholders. The Excess Interest
Distribution Account shall be established and maintained as an Eligible Account.
Prior to the applicable Distribution Date, the Servicer shall remit to the
Paying Agent for deposit in the Excess Interest Distribution Account an amount
equal to the Excess Interest received during the applicable Collection Period.
Following the distribution of Excess Interest to Certificateholders on
the first Distribution Date after which there are no longer any Mortgage Loans
outstanding which pursuant to their terms could pay Excess Interest, the Paying
Agent shall terminate the Excess Interest Distribution Account.
SECTION 3.05. Permitted Withdrawals From the Certificate Account and
the Distribution Accounts.
(a) The Servicer may, from time to time, make withdrawals from the
Certificate Account for any of the following purposes:
(i) to remit to the Paying Agent for deposit in the Lower-Tier
Distribution Account and the Excess Interest Distribution Account the
amounts required to be
<PAGE>
remitted pursuant to the first paragraph of Section 3.04(b) and Section
3.04(c) or that may be applied to make P&I Advances pursuant to Section
4.03(a);
(ii) to pay (A) itself unpaid Servicing Fees in respect of each
Mortgage Loan, from amounts received on or with respect of such Mortgage
Loan (whether in the form of payments, Liquidation Proceeds or Insurance
and Condemnation Proceeds), that are allocable as a recovery of interest
thereon, and (B) the Special Servicer unpaid Special Servicing Fees, in
respect of each Specially Serviced Mortgage Loan and REO Loan, first from
amounts received on or in respect of such Specially Serviced Mortgage Loan
(whether in the form of payments, Liquidation Proceeds or Insurance and
Condemnation Proceeds) or such REO Loan (whether in the form of REO
Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds),
that are allocable as recovery of interest thereon, and, second, from
general collections on the Mortgage Loans and REO Properties;
(iii) to reimburse itself or the Trustee, as applicable (in reverse of
such order with respect to any Mortgage Loan), for unreimbursed P&I
Advances, the Servicer's or the Trustee's right to reimburse itself
pursuant to this clause (iii) being limited to amounts received which
represent Late Collections of interest (net of the related Servicing Fees)
on and principal of the particular Mortgage Loans and REO Loans with
respect to which such P&I Advances were made;
(iv) to reimburse itself or the Trustee, as applicable (in reverse of
such order with respect to any Mortgage Loan), for unreimbursed Servicing
Advances, the Servicer's or the Trustee's respective rights to receive
payment pursuant to this clause (iv) with respect to any Mortgage Loan or
REO Property being limited to, as applicable, related payments, Liquidation
Proceeds, Insurance and Condemnation Proceeds and REO Revenues;
(v) to reimburse itself or the Trustee, as applicable (in reverse of
such order with respect to any Mortgage Loan), for Nonrecoverable Advances
out of general collections on the Mortgage Loans and REO Properties;
(vi) at such time as it reimburses itself or the Trustee, as
applicable (in reverse of such order with respect to any Mortgage Loan),
for (a) any unreimbursed P&I Advance pursuant to clause (iii) above, to pay
itself or the Trustee, as applicable, any interest accrued and payable
thereon in accordance with Sections 4.03(d) and 3.11(c), (b) any
unreimbursed Servicing Advances pursuant to clause (iv) above, to pay
itself or the Trustee, as the case may be, any interest accrued and payable
thereon in accordance with Sections 3.03(d) and 3.11(c) or (c) any
Nonrecoverable Advances pursuant to clause (v) above, to pay itself or the
Trustee, as the case may be, any interest accrued and payable thereon;
(vii) to reimburse itself, the Special Servicer, the Depositor or the
Trustee, as the case may be, for any unreimbursed expenses reasonably
incurred by such Person in respect of any Breach or Defect giving rise to a
repurchase obligation of the Mortgage
<PAGE>
Loan Seller under Section 3 of the Mortgage Loan Purchase Agreement,
including, without limitation, any expenses arising out of the enforcement
of the repurchase obligation, each such Person's right to reimbursement
pursuant to this clause (vii) with respect to any Mortgage Loan being
limited to that portion of the Purchase Price paid for such Mortgage Loan
that represents such expense in accordance with clause (iv) of the
definition of Purchase Price;
(viii) in accordance with Section 2.03(d), to reimburse itself or the
Trustee, as the case may be, out of general collections on the Mortgage
Loans and REO Properties for any unreimbursed expense reasonably incurred
by such Person in connection with the enforcement of the Mortgage Loan
Seller's obligations under Section 3 of the Mortgage Loan Purchase
Agreement, but only to the extent that such expenses are not reimbursable
pursuant to clause (vii) above or otherwise;
(ix) to pay for costs and expenses incurred by the Trust Fund pursuant
to Section 3.09(c) out of general collections on the Mortgage Loans and REO
Properties;
(x) to pay itself, as additional servicing compensation in accordance
with Section 3.11(a), (a) interest and investment income earned in respect
of amounts relating to the Trust Fund held in the Certificate Account as
provided in Section 3.06(b) (but only to the extent of the Net Investment
Earnings with respect to the Certificate Account for any period from any
Distribution Date to the immediately succeeding P&I Advance Date) and (b)
Penalty Charges on Mortgage Loans (other than Specially Serviced Mortgage
Loans), but only to the extent collected from the related Mortgagor and to
the extent that all amounts then due and payable with respect to the
related Mortgage Loan have been paid and are not needed to pay interest on
Advances in accordance with Section 3.11(c); and to pay the Special
Servicer, as additional servicing compensation in accordance with the
second paragraph of Section 3.11(b), Penalty Charges on Specially Serviced
Mortgage Loans (but only to the extent collected from the related Mortgagor
and to the extent that all amounts then due and payable with respect to the
related Specially Serviced Mortgage Loan have been paid and are not needed
to pay interest on Advances in accordance with Section 3.11(c));
(xi) to recoup any amounts deposited in the Certificate Account in
error;
(xii) to pay itself, the Special Servicer, the Depositor or any of
their respective directors, officers, employees and agents, as the case may
be, any amounts payable to any such Person pursuant to Sections 6.03(a) or
6.03(b);
(xiii) to pay for (a) the cost of the Opinions of Counsel contemplated
by Sections 3.09(b), 3.16(a), 3.17(b), 3.20(a) and 10.01(f) to the extent
payable out of the Trust Fund, (b) the cost of any Opinion of Counsel
contemplated by Sections 11.01(a) or 11.01(c) in connection with an
amendment to this Agreement requested by the Trustee or the Servicer, which
amendment is in furtherance of the rights and interests of
Certificateholders and (c) the cost of obtaining the REO Extension
contemplated by Section 3.16(a);
<PAGE>
(xiv) to pay out of general collections on the Mortgage Loans and REO
Properties any and all federal, state and local taxes imposed on the
Upper-Tier REMIC, the Lower-Tier REMIC or either of their assets or
transactions, together with all incidental costs and expenses, to the
extent that none of the Servicer, the Special Servicer or the Trustee is
liable therefor pursuant to Section 10.01(g);
(xv) to reimburse the Paying Agent out of general collections on the
Mortgage Loans and REO Properties for expenses incurred by and reimbursable
to it by the Trust Fund pursuant to Section 10.01(c);
(xvi) to pay itself, the Special Servicer, or the Mortgage Loan
Sellers, as the case may be, with respect to each Mortgage Loan, if any,
previously purchased by such Person pursuant to this Agreement, all amounts
received thereon subsequent to the date of purchase relating to periods
after the date of purchase;
(xvii) to remit to the Paying Agent for deposit in the Interest
Reserve Account the amounts required to be deposited in the Interest
Reserve Account pursuant to Section 3.24; and
(xviii) to clear and terminate the Certificate Account at the
termination of this Agreement pursuant to Section 9.01.
The Servicer shall keep and maintain separate accounting records, on a
loan-by-loan and property-by-property basis when appropriate, for the purpose of
justifying any withdrawal from the Certificate Account.
(b) The Paying Agent, on behalf of the Trustee, may, from time to
time, make withdrawals from the Lower-Tier Distribution Account for any of the
following purposes:
(i) to make deposits of the Lower-Tier Distribution Amount pursuant to
Section 4.01(b) and the amount of any Prepayment Premium and Yield
Maintenance Charges distributable pursuant to Section 4.01(d) in the
Upper-Tier Distribution Account and to make distributions on the Class LR
Certificates pursuant to section 4.01(b);
(ii) [reserved]
(iii) to pay the Trustee accrued but unpaid Trustee Fees;
(iv) to pay to the Trustee or any of its directors, officers,
employees and agents, as the case may be, any amounts payable or
reimbursable to any such Person pursuant to Section 8.05(b); and
(v) to clear and terminate the Lower-Tier Distribution Account at the
termination of this Agreement pursuant to Section 9.01.
<PAGE>
(c) The Paying Agent, on behalf of the Trustee, may make withdrawals
from the Upper-Tier Distribution Account for any of the following purposes:
(i) to make distributions to Certificateholders (other than Holders of
the Class LR Certificates) on each Distribution Date pursuant to Section
4.01 or 9.01, as applicable;
(ii) [reserved]
(iii) to clear and terminate the Upper-Tier Distribution Account at
the termination of this Agreement pursuant to Section 9.01.
(d) Notwithstanding anything herein to the contrary, with respect to
any Mortgage Loan, (i) if amounts on deposit in the Certificate Account and the
Lower-Tier Distribution Account are not sufficient to pay the full amount of the
Servicing Fee listed in Section 3.05(a)(ii) and the Trustee Fee listed in
Section 3.05(b)(iii), then the Trustee Fee shall be paid in full prior to the
payment of any Servicing Fees payable under Section 3.05(a)(ii) and (ii) if
amounts on deposit in the Certificate Account are not sufficient to reimburse
the full amount of Advances listed in Sections 3.05(a)(iii), (iv), (v) and (vi),
then reimbursements shall be paid first to the Trustee and second to the
Servicer.
SECTION 3.06. Investment of Funds in the Certificate Account, the
Interest Reserve Account and the REO Account.
(a) The Servicer may direct (or direct the Paying Agent to direct in
the case of the Interest Reserve Account) any depository institution maintaining
the Interest Reserve Account or the Certificate Account (each, for purposes of
this Section 3.06, an "Investment Account") and the Special Servicer may direct
any depository institution maintaining the REO Account (also for purpose of this
Section 3.06, an "Investment Account") to invest, or if it is such depository
institution, may itself invest, the funds held therein only in one or more
Permitted Investments bearing interest or sold at a discount, and maturing,
unless payable on demand, (i) no later than the Business Day immediately
preceding the next succeeding date on which such funds are required to be
withdrawn from such account pursuant to this Agreement, if a Person other than
the depository institution maintaining such account is the obligor thereon and
(ii) no later than the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement, if the depository institution
maintaining such account is the obligor thereon. All such Permitted Investments
shall be held to maturity, unless payable on demand. Any investment of funds in
an Investment Account shall be made in the name of the Trustee (in its capacity
as such). The Servicer (in the case of the Certificate Account) or the Special
Servicer (in the case of the REO Account), on behalf of the Trustee, shall
maintain continuous possession of any Permitted Investment of amounts in the
Certificate Account or REO Account that is either (i) a "certificated security,"
as such term is defined in the UCC or (ii) other property in which a secured
party may perfect its security interest by possession under the UCC or any other
applicable law. Except as otherwise provided herein, the Trustee shall have sole
control (except with respect to investment direction) over Permitted Investments
of amounts in the Distribution Accounts, if any. Possession of any such
Permitted Investment
<PAGE>
by the Servicer or the Special Servicer shall constitute possession by a person
designated by the Trustee for purposes of Section 8-313 of the UCC and
possession by the Trustee, as secured party, for purposes of Section 9-305 of
the UCC and any other applicable law. In the event amounts on deposit in an
Investment Account are at any time invested in a Permitted Investment payable on
demand, the Servicer (in the case of the Certificate Account), the Special
Servicer (in the case of the REO Account) or the Paying Agent (in the case of
the Interest Reserve Account) shall:
(i) consistent with any notice required to be given thereunder, demand
that payment thereon be made on the last day such Permitted Investment may
otherwise mature hereunder in an amount equal to the lesser of (a) all
amounts then payable thereunder and (b) the amount required to be withdrawn
on such date; and
(ii) demand payment of all amounts due thereunder promptly upon
determination by the Servicer, the Special Servicer or the Trustee, as the
case may be, that such Permitted Investment would not constitute a
Permitted Investment in respect of funds thereafter on deposit in the
Investment Account.
(b) Interest and investment income realized on funds deposited in each
of the Certificate Account and Interest Reserve Account, to the extent of the
Net Investment Earnings, if any, with respect to such account for each period
from any Distribution Date to the immediately succeeding P&I Advance Date, shall
be for the sole and exclusive benefit of the Servicer and shall be subject to
its withdrawal, or withdrawal at its direction, in accordance with Section
3.05(a), 3.05(b) or 3.05(c), as the case may be. Interest and investment income
realized on funds deposited in the REO Account, to the extent of the Net
Investment Earnings, if any, with respect to such account for each period from
any Distribution Date to the immediately succeeding P&I Advance Date, shall be
for the sole and exclusive benefit of the Special Servicer and shall be subject
to its withdrawal in accordance with Section 3.16(c). In the event that any loss
shall be incurred in respect of any Permitted Investment on deposit in any of
the Certificate Account, the Interest Reserve Account or the REO Account, the
Servicer (in the case of the Certificate Account and the Interest Reserve
Account) or the Special Servicer (in the case of the REO Account) shall deposit
therein, no later than the P&I Advance Date, without right of reimbursement, the
amount of the Net Investment Loss, if any, with respect to such account for the
period from the immediately preceding Distribution Date to such P&I Advance
Date.
(c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may and, subject to Section 8.02, upon the request of
Holders of Certificates entitled to a majority of the Voting Rights allocated to
any Class shall, take such action as may be appropriate to enforce such payment
or performance, including the institution and prosecution of appropriate
proceedings.
<PAGE>
SECTION 3.07. Maintenance of Insurance Policies; Errors and
Omissions and Fidelity Coverage.
(a) The Servicer shall use its reasonable efforts to cause the
Mortgagor to maintain, to the extent required by the terms of the related
Mortgage Note, or if the Mortgagor does not so maintain, shall itself maintain,
for each Mortgage Loan all Insurance Policy coverage as is required under the
related Mortgage (to the extent that the Trustee has an insurable interest and
such Insurance Policy coverage is available at commercially reasonable rates,
consistent with the Servicing Standards); provided, however, that if any
Mortgage permits the holder thereof to dictate to the Mortgagor the Insurance
Policy coverage to be maintained on such Mortgaged Property, the Servicer shall
impose such insurance requirements as are consistent with the Servicing
Standards. Subject to Section 3.17(a), the Special Servicer shall maintain for
each REO Property no less Insurance Policy coverage than was previously required
of the Mortgagor under the related Mortgage Loan. All such Insurance Policies
shall (i) contain a "standard" mortgagee clause, with loss payable to the
Servicer on behalf of the Trustee (in the case of insurance maintained in
respect of Mortgage Loans other than REO Properties), (ii) be in the name of the
Special Servicer (in the case of insurance maintained in respect of REO
Properties) on behalf of the Trustee, (iii) include coverage in an amount not
less than the lesser of (x) the full replacement cost of the REO Property, or
(y) the outstanding principal balance owing on the related REO Loan, and in any
event, the amount necessary to avoid the operation of any co-insurance
provisions, (iv) include a replacement cost endorsement providing no deduction
for depreciation (unless such endorsement is not permitted under the related
Mortgage Loan documents) and (v) be issued by a Qualified Insurer authorized
under applicable law to issue such Insurance Policies. Any amounts collected by
the Servicer or the Special Servicer under any such Insurance Policies (other
than amounts to be applied to the restoration or repair of the related Mortgaged
Property or REO Property or amounts to be released to the related Mortgagor, in
each case in accordance with the Servicing Standards and the provisions of the
related Mortgage Loan) shall be deposited in the Certificate Account, subject to
withdrawal pursuant to Section 3.05(a). Any costs incurred by the Servicer in
maintaining any such Insurance Policies in respect of Mortgage Loans (other than
REO Properties) (i) if the Mortgagor defaults on its obligation to do so, shall
be advanced by the Servicer as a Servicing Advance and will be charged to the
related Mortgagor and (ii) shall not, for purposes thereof, including, without
limitation, calculating monthly distributions to Certificateholders, be added to
the unpaid principal balance of the related Mortgage Loan, notwithstanding that
the terms of such Mortgage Loan so permit. Any cost incurred by the Special
Servicer in maintaining any such Insurance Policies with respect to REO
Properties shall be an expense of the Trust payable out of the related REO
Account pursuant to Section 3.16(c) or, if the amount on deposit therein is
insufficient therefor, advanced by the Servicer as a Servicing Advance.
(b)(i) If the Servicer or the Special Servicer shall obtain and
maintain a blanket Insurance Policy with a Qualified Insurer insuring against
fire and hazard losses on all of the Mortgage Loans or REO Properties, as the
case may be, required to be serviced and administered hereunder, then, to the
extent such Insurance Policy provides protection equivalent to
<PAGE>
the individual policies otherwise required, the Servicer or the Special Servicer
shall conclusively be deemed to have satisfied its obligation to cause fire and
hazard insurance to be maintained on the related Mortgaged Properties or REO
Properties. Such Insurance Policy may contain a deductible clause, in which case
the Servicer or the Special Servicer shall, if there shall not have been
maintained on the related Mortgaged Property or REO Property a fire and hazard
Insurance Policy complying with the requirements of Section 3.07(a), and there
shall have been one or more losses which would have been covered by such
Insurance Policy, promptly deposit into the Certificate Account from its own
funds the amount of such loss or losses that would have been covered under the
individual policy but are not covered under the blanket Insurance Policy because
of such deductible clause to the extent that any such deductible exceeds the
deductible limitation that pertained to the related Mortgage Loan, or in the
absence of such deductible limitation, the deductible limitation which is
consistent with the Servicing Standard. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Servicer agrees to prepare
and present, on behalf of itself, the Trustee and Certificateholders, claims
under any such blanket Insurance Policy in a timely fashion in accordance with
the terms of such policy. The Special Servicer, to the extent consistent with
the Servicing Standards, may maintain, earthquake insurance on REO Properties,
provided coverage is available at commercially reasonable rates, the cost of
which shall be a Servicing Advance.
(ii) If the Servicer or the Special Servicer shall cause any Mortgaged
Property or REO Property to be covered by a master single interest or
force-placed insurance policy with a Qualified Insurer naming the Servicer or
the Special Servicer on behalf of the Trustee as the loss payee, then to the
extent such Insurance Policy provides protection equivalent to the individual
policies otherwise required, the Servicer or the Special Servicer shall
conclusively be deemed to have satisfied its obligation to cause such insurance
to be maintained on the related Mortgage Properties and REO Properties. In the
event the Servicer or the Special Servicer shall cause any Mortgaged Property or
REO Property to be covered by such master single interest or force-placed
insurance policy, the incremental costs of such insurance applicable to such
Mortgaged Property or REO Property (i.e., other than any minimum or standby
premium payable for such policy whether or not any Mortgaged Property or REO
Property is covered thereby) shall be paid by the Servicer as a Servicing
Advance. Such master single interest or force-placed policy may contain a
deductible clause, in which case the Servicer or the Special Servicer shall, in
the event that there shall not have been maintained on the related Mortgaged
Property or REO Property a policy otherwise complying with the provisions of
Section 3.07(a), and there shall have been one or more losses which would have
been covered by such policy had it been maintained, deposit into the Certificate
Account from its own funds the amount not otherwise payable under the master
single or force-placed interest policy because of such deductible clause, to the
extent that any such deductible exceeds the deductible limitation that pertained
to the related Mortgage Loan, or, in the absence of any such deductible
limitation, the deductible limitation which is consistent with the Servicing
Standard.
(c) Each of the Servicer and the Special Servicer shall obtain and
maintain at its own expense and keep in full force and effect throughout the
term of this Agreement a blanket fidelity bond and an errors and omissions
Insurance Policy with a Qualified Insurer
<PAGE>
covering the Servicer's and the Special Servicer's, as applicable, officers and
employees and other persons acting on behalf of the Servicer and the Special
Servicer in connection with its activities under this Agreement. Notwithstanding
the foregoing, so long as the long term debt or the deposit obligations or
claims-paying ability of the Servicer (or its immediate or remote parent;
provided that the Servicer has received written confirmation that such self
insurance by an immediate or remote parent will not cause the downgrade,
qualification or withdrawal of the then current ratings of the Certificates) is
rated at least "A" by S&P and DCR, the Servicer shall be allowed to provide
self-insurance with respect to a fidelity bond. The amount of coverage shall be
at least equal to the coverage that would be required by FNMA or FHLMC,
whichever is greater, with respect to the Servicer or the Special Servicer if
the Servicer or the Special Servicer, as applicable, were servicing and
administering the Mortgage Loans or Specially Serviced Mortgage Loans, as
applicable, for FNMA or FHLMC. Coverage of the Servicer or the Special Servicer
under a policy or bond obtained by an Affiliate of the Servicer or the Special
Servicer and providing the coverage required by this Section 3.07(c) shall
satisfy the requirements of this Section 3.07(c). The Special Servicer and the
Servicer will promptly report in writing to the Trustee any material changes
that may occur in their respective fidelity bonds, if any, and/or their
respective errors and omissions Insurance Policies, as the case may be, and will
furnish to the Trustee copies of all certificates evidencing that such bonds, if
any, and insurance policies are in full force and effect.
(d) During all such times as any Mortgaged Property shall be in a
federally designated special flood hazard area (and such flood insurance has
been made available), the Servicer will use its reasonable efforts to cause the
related Mortgagor (in accordance with applicable law and the terms of the
Mortgage Loan documents) to maintain, and, if the related Mortgagor shall
default in its obligation to so maintain, shall itself maintain to the extent
available at commercially reasonable rates (as determined by the Servicer in
accordance with the Servicing Standards), flood insurance in respect thereof,
but only to the extent the related Mortgage Loan permits the mortgagee to
require such coverage and the maintenance of such coverage is consistent with
the Servicing Standards. Such flood insurance shall be in an amount equal to the
lesser of (i) the unpaid principal balance of the related Mortgage Loan, and
(ii) the maximum amount of insurance which is available under the National Flood
Insurance Act of 1968, as amended. If the cost of any insurance described above
is not borne by the Mortgagor, the Servicer shall promptly make a Servicing
Advance for such costs, subject to Section 3.03(c).
(e) During all such times as any REO Property shall be located in a
federally designated special flood hazard area, the Special Servicer will cause
to be maintained, to the extent available at commercially reasonable rates (as
determined by the Special Servicer in accordance with the Servicing Standards),
a flood insurance policy meeting the requirements of the current guidelines of
the Federal Insurance Administration in an amount representing coverage not less
than the maximum amount of insurance which is available under the National Flood
Insurance Act of 1968, as amended. The cost of any such flood insurance with
respect to an REO Property shall be an expense of the Trust payable out of the
related REO Account pursuant to Section 3.16(c) or, if the amount on deposit
therein is insufficient therefor, paid by the Servicer as a Servicing Advance
subject to Section 3.03(c).
<PAGE>
SECTION 3.08. Enforcement of Due-On-Sale Clauses; Assumption
Agreements.
(a) As to each Mortgage Loan which contains a provision in the nature
of a "due-on-sale" clause, which by its terms:
(i) provides that such Mortgage Loan shall (or may at the mortgagee's
option) become due and payable upon the sale or other transfer of an
interest in the related Mortgaged Property; or
(ii) provides that such Mortgage Loan may not be assumed without the
consent of the mortgagee in connection with any such sale or other
transfer,
then, for so long as such Mortgage Loan is included in the Trust Fund, the
Special Servicer, on behalf of the Trustee as the mortgagee of record, shall
exercise (or waive its right to exercise) any right it may have with respect to
such Mortgage Loan (x) to accelerate the payments thereon or (y) to withhold its
consent to any such sale or other transfer, in a manner consistent with the
Servicing Standards.
(b) As to each Mortgage Loan which contains a provision in the nature
of a "due-on-encumbrance" clause, which by its terms:
(i) provides that such Mortgage Loan shall (or may at the mortgagee's
option) become due and payable upon the creation of any additional lien or
other encumbrance on the related Mortgaged Property; or
(ii) requires the consent of the mortgagee to the creation of any such
additional lien or other encumbrance on the related Mortgaged Property,
then, for so long as such Mortgage Loan is included in the Trust Fund, the
Special Servicer, on behalf of the Trustee as the mortgagee of record, shall
exercise (or waive its right to exercise) any right it may have with respect to
such Mortgage Loan (x) to accelerate the payments thereon or (y) to withhold its
consent to the creation of any such additional lien or other encumbrance, in a
manner consistent with the Servicing Standards.
(c) Nothing in this Section 3.08 shall constitute a waiver of the
Trustee's right, as the mortgagee of record, to receive notice of any assumption
of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property
or the creation of any additional lien or other encumbrance with respect to such
Mortgaged Property.
(d) Except as otherwise permitted by Sections 3.20 and 3.08(f),
neither the Servicer nor the Special Servicer shall agree to modify, waive or
amend any term of any Mortgage Loan in connection with the taking of, or the
failure to take, any action pursuant to this Section 3.08, other than the
identity of the Mortgagor pursuant to an assumption agreement.
<PAGE>
(e) Notwithstanding the foregoing, the Special Servicer shall not
waive any rights under a "due-on-encumbrance" clause with respect to any
Mortgage Loan, or under any "due-on-sale" clause (i) with respect to any of the
Mortgage Loans set forth on Schedule 5A hereto unless it obtains from DCR a
written confirmation that such waiver would not cause a downgrading or
withdrawal of the rating then assigned to any of the Certificates and (ii) with
respect to any of the Mortgage Loans set forth on Schedule 5B hereto unless it
obtains from S&P a written confirmation that such waiver would not cause a
downgrading, qualification or withdrawal of the rating 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. The Special Servicer shall provides copies of any such waivers to each
Rating Agency with respect to each Mortgage Loan not listed on Schedule 5A
hereto.
(f) Notwithstanding any other provisions of this Section 3.08, the
Servicer may grant, without any Rating Agency confirmation as provided in clause
(e) above or Special Servicer approval, a Mortgagor's request for consent to
subject the related Mortgaged Property to an easement or right-of-way for
utilities, access, parking, public improvements or another purpose, and may
consent to subordination of the related Mortgage Loan to such easement or
right-of-way provided the Servicer shall have determined in accordance with the
Servicing Standards that such easement or right-of-way shall not materially
interfere with the then-current use of the related Mortgaged Property, or the
security intended to be provided by such Mortgage, the related Mortgagor's
ability to repay the Mortgage Loan, or materially or adversely affect the value
of such Mortgaged Property.
SECTION 3.09. Realization Upon Defaulted Mortgage Loans.
(a) The Special Servicer shall, subject to subsections (b) through (d)
of this Section 3.09, exercise reasonable efforts, consistent with the Servicing
Standards, to foreclose upon or otherwise comparably convert (which may include
an REO Acquisition) the ownership of property securing such Mortgage Loans, as
come into and continue in default as to which no satisfactory arrangements can
be made for collection of delinquent payments, and which are not released from
the Trust Fund pursuant to any other provision hereof. The foregoing is subject
to the provision that, in any case in which a Mortgaged Property shall have
suffered damage from an Uninsured Cause, the Servicer shall not be required to
make a Servicing Advance and expend funds toward the restoration of such
property unless the Special Servicer has determined in its reasonable discretion
that such restoration will increase the net proceeds of liquidation of such
Mortgaged Property to Certificateholders after reimbursement to the Servicer for
such Servicing Advance, and the Servicer has determined that such Servicing
Advance together with accrued and unpaid interest thereon will be recoverable by
the Servicer out of the proceeds of liquidation of such Mortgaged Property, as
contemplated in Section 3.05(a)(iv). The Special Servicer shall be responsible
for all other costs and expenses incurred by it in any such proceedings (such
costs and expenses to be advanced by the Servicer to the Special Servicer),
provided that, in each case, such cost or expense would not, if incurred,
constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section
3.09 shall be construed so as to require the Servicer or the Special Servicer,
on behalf
<PAGE>
of the Trust, to make a bid on any Mortgaged Property at a foreclosure sale or
similar proceeding that is in excess of the fair market value of such property,
as determined by the Servicer or the Special Servicer in its reasonable and good
faith judgment taking into account the factors described in Section 3.18(d) and
the results of any Appraisal obtained pursuant to the following sentence, all
such bids to be made in a manner consistent with the Servicing Standards. If and
when the Special Servicer or the Servicer deems it necessary and prudent for
purposes of establishing the fair market value of any Mortgaged Property
securing a Defaulted Mortgage Loan, whether for purposes of bidding at
foreclosure or otherwise, the Special Servicer or the Servicer, as the case may
be, is authorized to have an Appraisal performed with respect to such property
by an Independent MAI-designated appraiser the cost of which shall be paid by
the Servicer as a Servicing Advance.
(b) The Special Servicer shall not acquire any personal property
pursuant to this Section 3.09 unless either:
(i) such personal property is incident to real property (within the
meaning of Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or
(ii) the Special Servicer shall have obtained an Opinion of Counsel
(the cost of which shall be a Servicing Advance) to the effect that the
holding of such personal property by the Trust Fund will not cause the
imposition of a tax on the Lower-Tier REMIC or the Upper-Tier REMIC under
the REMIC Provisions or cause the Lower-Tier REMIC or the Upper-Tier REMIC
to fail to qualify as a REMIC at any time that any Uncertificated
Lower-Tier Interest or Certificate is outstanding.
(c) Notwithstanding the foregoing provisions of this Section 3.09,
neither the Special Servicer nor the Servicer shall, on behalf of the Trustee,
obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or
take any other action with respect to any Mortgaged Property, if, as a result of
any such action, the Trustee, on behalf of the Certificateholders, would be
considered to hold title to, to be a "mortgagee-in-possession" of, or to be an
"owner" or "operator" of such Mortgaged Property within the meaning of CERCLA or
any comparable law, unless (as evidenced by an Officer's Certificate to such
effect delivered to the Trustee) the Special Servicer has previously determined
in accordance with the Servicing Standards, based on an Environmental Assessment
of such Mortgaged Property prepared or updated within the last 12 months and
performed by an Independent Person who regularly conducts Environmental
Assessments, that:
(i) the Mortgaged Property is in compliance with applicable
environmental laws and regulations or, if not, that taking such actions as
are necessary to bring the Mortgaged Property in compliance therewith is
reasonably likely to produce a greater recovery on a present value basis
than not taking such actions; and
(ii) there are no circumstances or conditions present at the Mortgaged
Property relating to the use, management or disposal of Hazardous Materials
for which investigation, testing, monitoring, containment, clean-up or
remediation could be required under any applicable environmental laws and
regulations or, if such
<PAGE>
circumstances or conditions are present for which any such action could be
required, that taking such actions with respect to such Mortgaged Property
is reasonably likely to produce a greater recovery on a present value basis
than not taking such actions.
The cost of any such Environmental Assessment shall be paid by the
Servicer as a Servicing Advance and the cost of any remedial, corrective or
other further action contemplated by clause (i) and/or clause (ii) of the
preceding sentence may be withdrawn from the Certificate Account at the
direction of the Special Servicer as an expense of the Trust Fund pursuant to
Section 3.05(a)(ix); and if any such Environmental Assessment so warrants, the
Special Servicer shall, at the expense of the Trust Fund, perform such
additional environmental testing as it deems necessary and prudent to determine
whether the conditions described in clauses (i) and (ii) of the preceding
sentence have been satisfied.
(d) If (i) the environmental testing contemplated by subsection (c)
above establishes that either of the conditions set forth in clauses (i) and
(ii) of the first sentence thereof has not been satisfied with respect to any
Mortgaged Property securing a Defaulted Mortgage Loan and (ii) there has been no
breach of any of the representations and warranties set forth in or required to
be made pursuant to Section 2 of the Mortgage Loan Purchase Agreement for which
the Mortgage Loan Seller could be required to repurchase such Defaulted Mortgage
Loan pursuant to Section 3 of the Mortgage Loan Purchase Agreement, then the
Special Servicer shall take such action as it deems to be in the best economic
interest of the Trust Fund (other than proceeding to acquire title to the
Mortgaged Property) and is hereby authorized at such time as it deems
appropriate to release such Mortgaged Property from the lien of the related
Mortgage.
(e) The Special Servicer shall provide written reports and a copy of
any Environmental Assessments to the Trustee, the Paying Agent and the Servicer
monthly regarding any actions taken by the Special Servicer with respect to any
Mortgaged Property securing a defaulted Mortgage Loan as to which the
environmental testing contemplated in subsection (c) above has revealed that
either of the conditions set forth in clauses (i) and (ii) of the first sentence
thereof has not been satisfied, in each case until the earlier to occur of
satisfaction of both such conditions, repurchase of the related Mortgage Loan by
the Mortgage Loan Seller or release of the lien of the related Mortgage on such
Mortgaged Property. The Servicer shall forward, or cause to be forwarded all
such reports to the Paying Agent. The Paying Agent shall forward all such
reports to each Rating Agency promptly following the receipt thereof and the
Certificateholders upon request.
(f) The Special Servicer shall report to the Internal Revenue Service
and the related Mortgagor, in the manner required by applicable law, the
information required to be reported regarding any Mortgaged Property which is
abandoned or foreclosed and the Servicer shall report, via Form 1099C, all
forgiveness of indebtedness. Promptly upon the Servicer's request therefor, the
Special Servicer shall deliver a copy of any such report to the Trustee
(g) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standards, the advisability of the maintenance of
an action to obtain a
<PAGE>
deficiency judgment if the state in which the Mortgaged Property is located and
the terms of the Mortgage Loan permit such an action.
(h) The Special Servicer shall maintain accurate records, prepared by
one of its Servicing Officers, of each Final Recovery Determination in respect
of a Defaulted Mortgage Loan or REO Property and the basis thereof. Each Final
Recovery Determination shall be evidenced by an Officer's Certificate delivered
to the Trustee and the Servicer no later than the next succeeding P&I Advance
Determination Date.
SECTION 3.10. Trustee to Cooperate; Release of Mortgage Files.
(a) Upon the payment in full of any Mortgage Loan, or the receipt by
the Servicer or the Special Servicer, as the case may be, of a notification that
payment in full shall be escrowed in a manner customary for such purposes, the
Servicer or Special Servicer, as the case may be, will immediately notify the
Trustee and request delivery of the related Mortgage File. Any such notice and
request shall be in the form of a Request for Release signed by a Servicing
Officer and shall include a statement to the effect that all amounts received or
to be received in connection with such payment which are required to be
deposited in the Certificate Account pursuant to Section 3.04(a) or remitted to
the Servicer to enable such deposit, have been or will be so deposited. Within
seven Business Days (or within such shorter period as release can reasonably be
accomplished if the Servicer notifies the Trustee of an exigency) of receipt of
such notice and request, the Trustee shall release, or cause any related
Custodian to release, the related Mortgage File to the Servicer or Special
Servicer, as the case may be. No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the
Certificate Account.
(b) From time to time as is appropriate for servicing or foreclosure
of any Mortgage Loan, the Servicer or the Special Servicer shall deliver to the
Trustee a Request for Release signed by a Servicing Officer. Upon receipt of the
foregoing, the Trustee shall deliver or cause the related Custodian to deliver,
the Mortgage File or any document therein to the Servicer or the Special
Servicer (or a designee), as the case may be. Upon return of such Mortgage File
or such document to the Trustee or the related Custodian, or the delivery to the
Trustee of a certificate of a Servicing Officer of the Servicer or the Special
Servicer, as the case may be, stating that such Mortgage Loan was liquidated and
that all amounts received or to be received in connection with such liquidation
which are required to be deposited into the Certificate Account pursuant to
Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan
has become an REO Property, a copy of the Request for Release shall be released
by the Trustee to the Servicer or the Special Servicer (or a designee), as the
case may be, with the original being released upon termination of the Trust.
(c) Within seven Business Days (or within such shorter period as
delivery can reasonably be accomplished if the Special Servicer notifies the
Trustee of an exigency) of receipt thereof, the Trustee shall execute and
deliver to the Special Servicer any court pleadings, requests for trustee's sale
or other documents necessary to the foreclosure or trustee's sale in respect of
a Mortgaged Property or to any legal action brought to obtain
<PAGE>
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. The
Special Servicer shall be responsible for the preparation of all such documents
and pleadings. When submitted to the Trustee for signature, such documents or
pleadings shall be accompanied by a certificate of a Servicing Officer
requesting that such pleadings or documents be executed by the Trustee and
certifying as to the reason such documents or pleadings are required and that
the execution and delivery thereof by the Trustee will not invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
SECTION 3.11. Servicing Compensation.
(a) As compensation for its activities hereunder, the Servicer shall
be entitled to receive the Servicing Fee with respect to each Mortgage Loan and
REO Loan. As to each Mortgage Loan and REO Loan, the Servicing Fee shall accrue
from time to time at the Servicing Fee Rate and shall be computed on the basis
of the Stated Principal Balance of such Mortgage Loan and a 360-day year
consisting of 12 30-day months and, in connection with any partial month
interest payment, for the same period respecting which any related interest
payment due on such Mortgage Loan or deemed to be due on such REO Loan is
computed. The Servicing Fee with respect to any Mortgage Loan or REO Loan shall
cease to accrue if a Liquidation Event occurs in respect thereof. The Servicing
Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest
on each Mortgage Loan and REO Revenues allocable as interest on each REO Loan.
The Servicer shall be entitled to recover unpaid Servicing Fees in respect of
any Mortgage Loan or REO Loan out of that portion of related payments, Insurance
and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of
an REO Loan) allocable as recoveries of interest, to the extent permitted by
Section 3.05(a). The right to receive the Servicing Fee may not be transferred
in whole or in part except in connection with the transfer of all of the
Servicer's responsibilities and obligations under this Agreement.
Additional servicing compensation in the form of one-half of all
assumption and modification fees paid by the Mortgagor on Mortgage Loans that
are not Specially Serviced Mortgage Loans and only to the extent that all
amounts then due and payable with respect to the related Mortgage Loan
(including interest on Advances) have been paid, and charges for beneficiary
statements or demands and amounts collected for checks returned for insufficient
funds, in each case only to the extent actually paid by the related Mortgagor,
shall be retained by the Servicer and shall not be required to be deposited in
the Certificate Account pursuant to Section 3.04(a). The Servicer shall also be
entitled to additional servicing compensation in the form of: (i) Penalty
Charges received on the Mortgage Loans (other than Specially Serviced Mortgage
Loans), but only to the extent actually paid by the related Mortgagor and to the
extent that all amounts then due and payable with respect to the related
Mortgage Loan (including interest on Advances) have been paid and are not needed
to pay interest on Advances with respect to any other Mortgage Loan; (ii)
interest or other income earned on deposits relating to the Trust Fund in the
Certificate Account in accordance with Section 3.06(b) (but only to the extent
of the Net Investment Earnings, if any, with respect to
<PAGE>
each such account for each period from any Distribution Date to the immediately
succeeding P&I Advance Date); and (iii) interest earned on deposits in the
Servicing Account which are not required by applicable law or the related
Mortgage Loan to be paid to the Mortgagor. The Servicer shall be required to pay
out of its own funds all expenses incurred by it in connection with its
servicing activities hereunder (including, without limitation, payment of any
amounts due and owing to any of its Sub-Servicers and the premiums for any
blanket Insurance Policy insuring against hazard losses pursuant to Section
3.07), if and to the extent such expenses are not payable directly out of the
Certificate Account, and the Servicer shall not be entitled to reimbursement
therefor except as expressly provided in this Agreement.
(b) As compensation for its activities hereunder, the Special Servicer
shall be entitled to receive the Standby Servicing Fee with respect to each
Mortgage Loan and the Special Servicing Fee with respect to each Specially
Serviced Mortgage Loan and REO Loan. As to each Specially Serviced Mortgage Loan
and REO Loan, the Special Servicing Fee shall accrue from time to time at the
Special Servicing Fee Rate and shall be computed on the basis of the Stated
Principal Balance of such Specially Serviced Mortgage Loan and a 360-day year
consisting of 12 30-day months and, in connection with any partial month
interest payment, for the same period respecting which any related interest
payment due on such Specially Serviced Mortgage Loan or deemed to be due on such
REO Loan is computed. The Special Servicing Fee with respect to any Specially
Serviced Mortgage Loan or REO Loan shall cease to accrue if a Liquidation Event
occurs in respect thereof. The Special Servicing Fee shall be payable monthly,
on a loan-by-loan basis, to the extent permitted by Section 3.05(a). The right
to receive the Special Servicing Fee may not be transferred in whole or in part
except in connection with the transfer of all of the Special Servicer's
responsibilities and obligations under this Agreement.
Additional servicing compensation in the form of one-half of all
assumption and modification fees and all extension fees received on or with
respect to any Mortgage Loan and all modification, assumption and extension fees
received on Specially Serviced Mortgage Loans, but only to the extent actually
collected from the related Mortgagor and only to the extent that all amounts
then due and payable with respect to the related Mortgage Loan (including those
payable to the Servicer pursuant to Section 3.11(a)) have been paid, shall be
promptly paid to the Special Servicer by the Servicer and shall not be required
to be deposited in the Certificate Account pursuant to Section 3.04(a). The
Special Servicer shall also be entitled to additional servicing compensation in
the form of a Workout Fee with respect to each Corrected Mortgage Loan at the
Workout Fee Rate on such Mortgage Loan for so long as it remains a Corrected
Mortgage Loan. The Workout Fee with respect to any Corrected Mortgage Loan will
cease to be payable if such loan again becomes a Specially Serviced Mortgage
Loan; provided that a new Workout Fee will become payable if and when such
Mortgage Loan again becomes a Corrected Mortgage Loan. If the Special Servicer
is terminated (other than for cause or by resignation), it shall retain the
right to receive any and all Workout Fees payable with respect to Mortgage Loans
that became Corrected Mortgage Loans during the period that it acted as Special
Servicer and were Corrected Mortgage Loans at the time of such termination (and
the successor Special Servicer shall not be entitled to any portion of such
Workout Fees), in each case until the Workout Fee for any such loan ceases to
<PAGE>
be payable in accordance with the terms hereof. A Liquidation Fee will be
payable with respect to each Specially Serviced Mortgage Loan as to which the
Special Servicer receives any Liquidation Proceeds subject to the exceptions set
forth in the definition of Liquidation Fee. Notwithstanding anything to the
contrary described above, no Liquidation Fee will be payable based on, or out
of, Liquidation Proceeds received in connection with the repurchase of any
Mortgage Loan by the Mortgage Loan Seller for a breach of representation or
warranty or for defective or deficient Mortgage Loan documentation, the purchase
of any Specially Serviced Mortgage Loan by the Servicer or the Special Servicer
or the purchase of all of the Mortgage Loans and REO Properties in connection
with an optional termination of the Trust Fund pursuant to Section 9.01. If,
however, Liquidation Proceeds are received with respect to any Corrected
Mortgage Loan and the Special Servicer is properly entitled to a Workout Fee,
such Workout Fee will be payable based on and out of the portion of such
Liquidation Proceeds that constitute principal and/or interest on such Mortgage
Loan. The Special Servicer will also be entitled to additional fees in the form
of Penalty Charges on Specially Serviced Mortgage Loans (but only to the extent
actually collected from the related Mortgagor and to the extent that all amounts
then due and payable with respect to the related Mortgage Loan (including
interest on Advances) have been paid and are not needed to pay interest on
Advances with respect to any other Mortgage Loan). The Special Servicer shall be
required to pay out of its own funds all expenses incurred by it in connection
with its servicing activities hereunder (including, without limitation, payment
of any amounts, other than management fees in respect of REO Properties, due and
owing to any of its Sub-Servicers and the premiums for any blanket Insurance
Policy obtained by it insuring against hazard losses pursuant to Section 3.07),
if and to the extent such expenses are not payable directly out of the
Certificate Account or the REO Account, and the Special Servicer shall not be
entitled to reimbursement therefor except as expressly provided in this
Agreement.
(c) In determining the compensation of the Servicer or Special
Servicer, as applicable, with respect to Penalty Charges, on any Distribution
Date, the aggregate Penalty Charges collected during the related Due Period
shall first be applied to reimburse the Servicer or the Trustee for interest on
Advances due on such Distribution Date, and any Penalty Charges remaining
thereafter shall be distributed pro rata to the Servicer and the Special
Servicer based upon the amount of Penalty Charges the Servicer or the Special
Servicer would otherwise have been entitled to receive during such period
without any such application.
SECTION 3.12. Inspections; Collection of Financial Statements.
(a) The Servicer shall perform (at its own expense), or shall cause to
be performed (at its own expense), a physical inspection of each Mortgaged
Property at such times and in such manner as are consistent with the Servicing
Standards, but in any event shall inspect each Mortgaged Property securing a
Mortgage Note with a Stated Principal Balance of (a) $2,000,000 or more at least
once every 12 months and (b) less than $2,000,000 at least once every 24 months,
in each case commencing in the calendar year 1999; provided, however, that if
the Servicer has a reasonable basis to believe that (i) the Debt Service
Coverage Ratio
<PAGE>
with respect to any Mortgaged Property has decreased by 25% or more from the
Debt Service Coverage Ratio as of the Cut-off Date or (ii) the Debt Service
Coverage Ratio with respect to any Mortgaged Property has decreased to 0.90x or
less, the Servicer shall inspect the related Mortgaged Property as soon as
practicable thereafter (the cost of which inspection shall be at the expense of
the Trust Fund); provided, further, however, that if any scheduled payment
becomes more than 60 days delinquent on the related Mortgage Loan, the Special
Servicer shall inspect the related Mortgaged Property as soon as practicable
thereafter. The cost of such inspection by the Special Servicer shall be an
expense of the Trust Fund. The Special Servicer or the Servicer, as applicable,
shall prepare or cause to be prepared a written report of each such inspection
detailing the condition of the Mortgaged Property and specifying the existence
of (i) any vacancy in the Mortgaged Property that the preparer of such report
deems material, (ii) any sale, transfer or abandonment of the Mortgaged
Property, (iii) any adverse change in the condition of the Mortgaged Property
that the preparer of such report deems material, (iv) any visible waste
committed on the Mortgaged Property, (v) a report setting forth the three most
recent years operating statements, and (vi) photographs of each inspected
Mortgaged Property. The Special Servicer and the Servicer shall deliver a copy
of each such report prepared by the Special Servicer and the Servicer,
respectively, to the other, the Trustee and the Paying Agent within 5 Business
Days after request (or if such request is received before such report is
completed, within 5 Business Days after completion of such report). The Paying
Agent shall deliver a copy of each such report to each Rating Agency and the
Controlling Class Certificateholder upon request.
(b) The Special Servicer or Servicer, as applicable, shall make
reasonable efforts to collect promptly from each Mortgagor annual operating
statements and rent rolls of the related Mortgaged Property, financial
statements of such Mortgagor and any other reports required to be delivered
under the terms of the Mortgage Loans, if delivery of such items is required
pursuant to the terms of the related Mortgage. The Special Servicer or Servicer,
as applicable, shall promptly: (i) review all such items as may be collected and
(ii) prepare written reports based on such reviews identifying the Debt Service
Coverage Ratios for the related Mortgage Loans. The Special Servicer shall
deliver copies of the collected items, and of the written reports prepared by
the Special Servicer in respect thereof, to the Servicer, via diskette or other
electronic transmission and by written report to follow, in each case within 30
days of its receipt or preparation, as applicable, but in no event less than
annually by June 1st of each year. The Servicer shall deliver copies of the
collected items, and of the written reports prepared in respect thereof or
received from the Special Servicer, to the Paying Agent. The Paying Agent shall
deliver copies of the collected items and of written reports in respect thereof
or received from the Servicer via diskette or other electronic transmission and
by written report to follow, in each case to each of the Trustee, the Rating
Agencies, the Underwriters, the Placement Agent and the Special Servicer within
30 days of its receipt or preparation, as applicable, but in no event less
frequently than annually by June 30th of each year and to each Holder of a Class
F, Class G, Class H, Class I and Class J Certificate, upon request (which such
request may state that such items be delivered until further notice).
(c) If, with respect to any Mortgage Loan (other than a Specially
Serviced Mortgage Loan), the Special Servicer requests additional information
regarding the related Mortgaged Property or Mortgagor based upon the information
received by the Special Servicer pursuant to Sections 3.12(a) and 3.12(b), the
Servicer shall use its reasonable efforts to provide
<PAGE>
such additional information to the Special Servicer, including soliciting such
additional information from the related Mortgagor.
SECTION 3.13. Annual Statement as to Compliance.
Each of the Servicer and the Special Servicer will deliver to the
Trustee, with a copy to the Paying Agent and Depositor, on or before April 15th
of each year, beginning April 15th, 1999, an Officer's Certificate stating, as
to each signer thereof, that (i) a review of the activities of the Servicer or
the Special Servicer, as the case may be, during the preceding calendar year and
of its performance under this Agreement has been made under such officer's
supervision, (ii) to the best of such officer's knowledge, based on such review,
the Servicer or the Special Servicer, as the case may be, has maintained an
effective internal control system relating to its servicing of the Mortgage
Loans serviced by it and has fulfilled in all material respects its obligations
under this Agreement throughout such year, or, if there has been a default in
the fulfillment of any such obligation, specifying each such default known to
such officer and the nature and status thereof and (iii) the Servicer or the
Special Servicer, as the case may be, has received no notice regarding
qualification, or challenging the status, of either the Lower-Tier REMIC or the
Upper-Tier REMIC as a REMIC from the Internal Revenue Service or any other
governmental agency or body or, if it has received any such notice, specifying
the details thereof. A copy of such Officer's Certificate may be obtained by
Certificateholders upon written request to the Paying Agent pursuant to Section
8.12 hereof.
SECTION 3.14. Reports by Independent Public Accountants.
On or before April 15 of each year, beginning with April 15, 1999, the
Servicer and the Special Servicer, at its own expense, shall cause a firm of
nationally recognized independent public accountants (who may also render other
services to the Servicer or the Special Servicer, as applicable) which is a
member of the American Institute of Certified Public Accountants to furnish a
statement (an "Accountants Statement") to the Trustee and the Paying Agent, to
the effect that the assertion of management of the Servicer, or the Special
Servicer, as applicable, that it has maintained an effective internal control
system over the servicing of mortgage loans including the Mortgage Loans and
other loans, for the preceding calendar year (or shorter period from the Closing
Date to the end of the calendar year) is fairly stated, based on an examination
conducted substantially in compliance with the Uniform Single Attestation
Program of Mortgage Bankers or the Audit Program for Mortgages serviced for
FHLMC, except as stated in such report.
SECTION 3.15. Access to Certain Information.
Each of the Servicer and the Special Servicer shall provide or cause
to be provided to any Certificateholder or Certificate Owner that is, or is
affiliated with, a federally insured financial institution, the Trustee, the
Depositor, each Rating Agency, to the Servicer, or to the Special Servicer, as
applicable, and to the OTS, the FDIC, the Federal Reserve Board and the
supervisory agents and examiners of such boards and such corporations, and any
other federal or state banking or insurance regulatory authority that may
exercise authority over any Certificateholder, access to any documentation
regarding the Mortgage Loans and the Trust
<PAGE>
Fund within its control which may be required by this Agreement or by applicable
law. Such access shall be afforded without charge but only upon reasonable prior
written request and during normal business hours at the offices of the Servicer
or the Special Servicer, as the case may be, designated by it.
SECTION 3.16. Title to REO Property; REO Account.
(a) If title to any REO Property is acquired, the deed or certificate
of sale shall be issued to the Trustee on behalf of the Certificateholders. The
Special Servicer, on behalf of the Trust Fund, shall sell any REO Property prior
to the close of the third calendar year following the year in which the Trust
Fund acquires ownership of such REO Property, within the meaning of Treasury
Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the
Code, unless the Special Servicer either (i) is granted an extension of time (an
"REO Extension") by the Internal Revenue Service to sell such REO Property or
(ii) obtains for the Trustee and the Servicer an Opinion of Counsel (the cost of
which shall be paid as a Servicing Advance), addressed to the Trustee and the
Servicer, to the effect that the holding by the Trust Fund of such REO Property
subsequent to the close of the third calendar year following the year in which
such acquisition occurred will not result in the imposition of taxes on
"prohibited transactions" of the Trust Fund or the Lower-Tier REMIC or the
Upper-Tier REMIC constituted thereby as defined in Section 860F of the Code or
cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as
a REMIC at any time that any Uncertificated Lower-Tier Interests or Certificates
are outstanding. If the Special Servicer is granted the REO Extension
contemplated by clause (i) of the immediately preceding sentence or obtains the
Opinion of Counsel contemplated by clause (ii) of the immediately preceding
sentence, the Special Servicer shall sell such REO Property within such longer
period as is permitted by such REO Extension or such Opinion of Counsel, as the
case may be. Any expense incurred by the Special Servicer in connection with its
being granted the REO Extension contemplated by clause (i) of the second
preceding sentence or its obtaining the Opinion of Counsel contemplated by
clause (ii) of the second preceding sentence, shall be an expense of the Trust
Fund payable out of the Certificate Account pursuant to Section 3.05(a).
(b) The Special Servicer shall segregate and hold all funds collected
and received in connection with any REO Property separate and apart from its own
funds and general assets. If an REO Acquisition shall occur, the Special
Servicer shall establish and maintain one or more REO Accounts, held on behalf
of the Trustee in trust for the benefit of the Certificateholders, for the
retention of revenues and other proceeds derived from each REO Property. The REO
Account shall be an Eligible Account. The Special Servicer shall deposit, or
cause to be deposited, in the REO Account, within two Business Days after
receipt, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation
Proceeds received in respect of an REO Property. Funds in the REO Account may be
invested in Permitted Investments in accordance with Section 3.06. The Special
Servicer shall give notice to the Trustee and the Servicer of the location of
the REO Account when first established and of the new location of the REO
Account prior to any change thereof.
<PAGE>
(c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property, but only to the extent of amounts on deposit in
the REO Account relating to such REO Property. On each Determination Date, the
Special Servicer shall withdraw from the REO Account and deposit into the
Certificate Account the aggregate of all amounts received in respect of each REO
Property during the most recently ended Due Period, net of any withdrawals made
out of such amounts pursuant to the preceding sentence; provided, however, that
the Special Servicer may retain in such REO Account, in accordance with the
Servicing Standards, such portion of such balance as may be necessary to
maintain a reasonable reserve for repairs, replacements, leasing, management and
tenant improvements and other related expenses for the related REO Property. In
addition, on each Determination Date, the Special Servicer shall provide the
Servicer with a written accounting of amounts deposited in the Certificate
Account on such date.
(d) The Special Servicer shall keep and maintain separate records, on
a property-by-property basis, for the purpose of accounting for all deposits to,
and withdrawals from, the REO Account pursuant to Section 3.16(b) or (c).
SECTION 3.17. Management of REO Property.
(a) If title to any REO Property is acquired, the Special Servicer
shall manage, conserve, protect, operate and lease such REO Property for the
benefit of the Certificateholders solely for the purpose of its timely
disposition and sale in a manner that does not cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or result in the receipt by the Trust Fund of any "income from
non-permitted assets" within the meaning of Section 860F(a)(2)(B) of the Code.
Subject to the foregoing, however, the Special Servicer shall have full power
and authority to do any and all things in connection therewith as are in the
best interests of and for the benefit of the Certificateholders (as determined
by the Special Servicer in its good faith and reasonable judgment). Subject to
this Section 3.17, the Special Servicer may earn "net income from foreclosure
property" within the meaning of Code Section 860G(d) if it determines that
earning such income is in the best interests of Certificateholders on a net
after-tax basis as compared with net leasing such REO Property or operating such
REO Property on a different basis. In connection therewith, the Special Servicer
shall deposit or cause to be deposited on a daily basis (and in no event later
than two Business Days following receipt of such funds) in the applicable REO
Account all revenues received by it with respect to each REO Property and the
related REO Loan, and shall withdraw from the REO Account, to the extent of
amounts on deposit therein with respect to such REO Property, funds necessary
for the proper operation, management, leasing and maintenance of such REO
Property, including, without limitation:
(i) all insurance premiums due and payable in respect of such REO
Property;
(ii) all real estate taxes and assessments in respect of such REO
Property that may result in the imposition of a lien thereon;
<PAGE>
(iii) any ground rents in respect of such REO Property, if applicable;
and
(iv) all costs and expenses necessary to maintain and lease such REO
Property.
To the extent that amounts on deposit in the REO Account in respect of
any REO Property are insufficient for the purposes set forth in clauses (i) -
(iv) above with respect to such REO Property, the Servicer shall advance from
its own funds such amount as is necessary for such purposes unless (as evidenced
by an Officer's Certificate delivered to the Trustee, the Paying Agent and the
Depositor) if such advances would, if made, constitute Nonrecoverable Servicing
Advances. The Special Servicer shall give the Servicer and the Trustee not less
than five Business Days' notice, together with all information reasonably
requested by the Servicer (upon which the Servicer may conclusively rely) before
the date on which the Servicer is requested to make any Servicing Advance with
respect to an REO Property; provided, however, that only two Business Days'
notice shall be required in respect of Servicing Advances required to be made on
an urgent or emergency basis (which may include, without limitation, Servicing
Advances required to make tax or insurance payments).
(b) Without limiting the generality of the foregoing, the Special
Servicer shall not:
(i) permit the Trust Fund to enter into, renew or extend any New Lease
with respect to any REO Property, if the New Lease by its terms will give
rise to any income that does not constitute Rents from Real Property;
(ii) permit any amount to be received or accrued under any New Lease
other than amounts that will constitute Rents from Real Property;
(iii) authorize or permit any construction on any REO Property, other
than the completion of a building or other improvement thereon, and then
only if more than 10% of the construction of such building or other
improvement was completed before default on the related Mortgage Loan
became imminent, all within the meaning of Section 856(e)(4)(B) of the
Code; or
(iv) Directly Operate, or allow any other Person, other than an
Independent Contractor, to Directly Operate, any REO Property on any date
more than 90 days after its acquisition date;
unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Servicer as a Servicing Advance)
to the effect that such action will not cause such REO Property to fail to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code at any time that it is held by the Trust Fund, in which case the
Special Servicer may take such actions as are specified in such Opinion of
Counsel.
<PAGE>
(c) The Special Servicer shall contract with any Independent
Contractor for the operation and management of any REO Property within 90 days
of the acquisition date thereof, provided that:
(i) the terms and conditions of any such contract may not be
inconsistent herewith and shall reflect an agreement reached at arm's
length;
(ii) the fees of such Independent Contractor (which shall be an
expense of the Trust Fund) shall be reasonable and customary in light of
the nature and locality of the Mortgaged Property;
(iii) any such contract shall require, or shall be administered to
require, that the Independent Contractor (A) pay all costs and expenses
incurred in connection with the operation and management of such REO
Property, including, without limitation, those listed in subsection (a)
hereof, and (B) remit all related revenues collected (net of its fees and
such costs and expenses) to the Special Servicer upon receipt;
(iv) none of the provisions of this Section 3.17(c) relating to any
such contract or to actions taken through any such Independent Contractor
shall be deemed to relieve the Special Servicer of any of its duties and
obligations hereunder with respect to the operation and management of any
such REO Property; and
(v) the Special Servicer shall be obligated with respect thereto to
the same extent as if it alone were performing all duties and obligations
in connection with the operation and management of such REO Property.
The Special Servicer shall be entitled to enter into any agreement
with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.
(d) When and as necessary, the Special Servicer shall send to the
Trustee and the Servicer a statement prepared by the Special Servicer setting
forth the amount of net income or net loss, as determined for federal income tax
purposes, resulting from the operation and management of a trade or business on,
the furnishing or rendering of a non-customary service to the tenants of, or the
receipt of any other amount not constituting Rents from Real Property in respect
of, any REO Property in accordance with Sections 3.17(a) and 3.17(b).
SECTION 3.18. Sale of Defaulted Mortgage Loans and REO Properties.
(a) Each of the Servicer and the Special Servicer may sell or
purchase, or permit the sale or purchase of, a Mortgage Loan or REO Property
only on the terms and subject to the conditions set forth in this Section 3.18
or as otherwise expressly provided in or contemplated by Section 2.03(b) and
Section 9.01.
<PAGE>
(b) In the event that any Mortgage Loan becomes a Defaulted Mortgage
Loan and the Special Servicer has determined in good faith that such Defaulted
Mortgage Loan will become subject to foreclosure proceedings, the Special
Servicer shall promptly so notify in writing the Trustee and the Servicer. The
Special Servicer or the Servicer (in that order) may at its option purchase such
Defaulted Mortgage Loan from the Trust Fund, at a price equal to the Purchase
Price. The Purchase Price for any Defaulted Mortgage Loan purchased hereunder
shall be deposited into the Certificate Account, and the Trustee, upon receipt
of an Officer's Certificate from the Special Servicer to the effect that such
deposit has been made, shall release or cause to be released to the Special
Servicer or the Servicer, as the case may be, the related Mortgage File, and
shall execute and deliver such instruments of transfer or assignment, in each
case without recourse, as shall be necessary to vest in the Special Servicer or
the Servicer (in that order), as the case may be, ownership of such Defaulted
Mortgage Loan.
(c) The Special Servicer may offer to sell any Defaulted Mortgage Loan
not otherwise purchased by the Special Servicer or the Servicer pursuant to
subsection (b) above, if and when the Special Servicer determines, consistent
with the Servicing Standards, that such a sale would produce a greater recovery
on a present value basis than would liquidation of the related Mortgaged
Property. Such offering shall be made in a commercially reasonable manner. The
Special Servicer shall accept the highest cash bid received from any Person for
such Defaulted Mortgage Loan in an amount at least equal to the Purchase Price
therefor; provided, that in the absence of any such bid, the Special Servicer
shall accept the highest cash bid received from any Person that is determined by
the Special Servicer to be a fair price for such Defaulted Mortgage Loan. In the
absence of any bid determined as provided below to be fair, the Special Servicer
shall proceed with respect to such Defaulted Mortgage Loan in accordance with
Section 3.09.
The Special Servicer shall use reasonable efforts to solicit bids for
each REO Property in such manner as will be reasonably likely to realize a fair
price within the time period provided for by Section 3.16(a). Such solicitation
shall be made in a commercially reasonable manner. The Special Servicer shall
accept the highest cash bid received from any Person for such REO Property in an
amount at least equal to the Purchase Price therefor; provided that in the
absence of any such bid, the Special Servicer shall accept the highest cash bid
received from any Person that is determined by the Special Servicer to be a fair
price for such REO Property. If the Special Servicer reasonably believes that it
will be unable to realize a fair price for any REO Property within the time
constraints imposed by Section 3.16(a), then the Special Servicer shall dispose
of such REO Property upon such terms and conditions as the Special Servicer
shall deem necessary and desirable to maximize the recovery thereon under the
circumstances and, in connection therewith, shall accept the highest outstanding
cash bid, regardless of from whom received. Notwithstanding the foregoing, the
Special Servicer shall not be obligated by the foregoing or otherwise to accept
the highest bid if the Special Servicer determines, in accordance with the
Servicing Standards, that rejection of such bid would be in the best interests
of the Certificateholders. In the event that the Special Servicer determines
with respect to any REO Property that the offers being made with respect thereto
are not in the best interests of the Certificateholders and that the end of the
period referred to in
<PAGE>
Section 3.16(a) with respect to such REO Property is approaching, the Special
Servicer shall seek an extension of such period in the manner described in
Section 3.16(a); provided, however, that the Special Servicer shall use its best
efforts, consistent with the Servicing Standards, to sell any REO Property prior
to two years prior to the Rated Final Distribution Date.
The Special Servicer shall give the Trustee and the Servicer not less
than three Business Days' prior written notice of its intention to sell any
Defaulted Mortgage Loan or REO Property. No Interested Person shall be obligated
to submit a bid to purchase any Defaulted Mortgage Loan or REO Property, and
notwithstanding anything to the contrary herein, neither the Trustee, in its
individual capacity, nor any of its Affiliates may bid for or purchase any
Defaulted Mortgage Loan or any REO Property pursuant hereto.
(d) Whether any cash bid constitutes a fair price for any Defaulted
Mortgage Loan or REO Property, as the case may be, for purposes of Section
3.18(c), shall be determined by the Special Servicer, if the highest bidder is a
Person other than an Interested Person, and by the Trustee, if the highest
bidder is an Interested Person. In determining whether any bid received from an
Interested Person represents a fair price for any Defaulted Mortgage Loan or any
REO Property, the Trustee may conclusively rely on the opinion of an Independent
MAI-designated appraiser or other expert in real estate matters retained by the
Special Servicer at the expense of the Trust Fund. In determining whether any
bid constitutes a fair price for any Defaulted Mortgage Loan or any REO
Property, such appraiser or other expert in real estate matters shall be
instructed to take into account, as applicable, among other factors, the period
and amount of any delinquency on the affected Defaulted Mortgage Loan, the
occupancy level and physical condition of the Mortgaged Property or REO
Property, the state of the local economy and the obligation to dispose of any
REO Property within the time period specified in Section 3.16(a). The Purchase
Price for any Defaulted Mortgage Loan or REO Property shall in all cases be
deemed a fair price.
(e) Subject to subsections (a) through (d) above, the Special Servicer
shall act on behalf of the Trustee in negotiating and taking any other action
necessary or appropriate in connection with the sale of any Defaulted Mortgage
Loan or REO Property, and the collection of all amounts payable in connection
therewith. Any sale of a Defaulted Mortgage Loan or any REO Property shall be
final and without recourse to the Trustee or the Trust Fund, and if such sale is
consummated in accordance with the terms of this Agreement, neither the Special
Servicer nor the Trustee shall have any liability to any Certificateholder with
respect to the purchase price therefor accepted by the Special Servicer or the
Trustee.
SECTION 3.19. [Intentionally Omitted]
SECTION 3.20. Modifications, Waivers, Amendments and Consents.
(a) Except as set forth in this Section 3.20(a) and Section 3.08, the
Servicer shall not agree to any modification, waiver or amendment of a Mortgage
Loan, and, except as provided in the following paragraph, Section 3.08(e),
Section 3.08(f) and in Section 3.20(d), no Mortgage Loan that is not a Specially
Serviced Mortgage Loan may be modified, waived or
<PAGE>
amended, provided, that the Special Servicer may agree to extend the maturity
date of a Mortgage Loan that is not a Specially Serviced Mortgage Loan,
provided, further, that no such extension entered into pursuant to this Section
3.20(a) shall be for a period of more than twelve months from the original
maturity date of such Mortgage Loan or shall extend the maturity date beyond the
earlier of (i) two years prior to the Rated Final Distribution Date and (ii) in
the case of a Mortgage Loan secured by a leasehold estate, the date ten years
prior to the expiration of such leasehold estate. If such extension would extend
the Maturity Date of a Mortgage Loan for more than twelve months from and after
the original maturity date of such Mortgage Loan, the Special Servicer must
provide the Trustee with an opinion of counsel (at the expense of the related
Mortgagor) that such extension would not constitute a "significant modification"
of the Mortgage Loan within the meaning of Treasury Regulations Section
1.860G-2(b). Any substitution of collateral shall be treated hereunder as a
modification or amendment of the applicable Mortgage Loan.
Notwithstanding the foregoing, the Servicer may modify or amend the
terms of any Mortgage Loan without the consent of the Special Servicer in order
to (i) cure any ambiguity therein or (ii) correct or supplement any provisions
therein which may be inconsistent with any other provisions therein or correct
any error, provided that such modification or amendment would not be a
"significant modification" of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).
Notwithstanding the foregoing, neither the Servicer nor the Special
Servicer shall permit the substitution of any Mortgaged Property (or any portion
thereof) for one or more other parcels of real property at any time the Mortgage
Loan is not in default pursuant to the terms of the related Mortgage Loan
documents or default with respect thereto is not reasonably foreseeable unless
either (a) such substitution is at the unilateral option of the Mortgagor,
within the meaning of Treasury Regulations Section 1.1001-3 or (ii) it has
received an Opinion of Counsel to the effect that such substitution would not be
a "significant modification" of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).
Notwithstanding the foregoing, neither the Servicer nor the Special
Servicer shall permit the substitution of any Mortgaged Property pursuant to the
defeasance provisions of any Mortgage Loan set forth on Schedule 4 (or any
portion thereof) at any time such Mortgage Loan is not in default pursuant to
the terms of the related Mortgage Loan documents unless the Servicer or the
Special Servicer, as applicable, has received (i) a certificate of public
accountant to the effect that such substituted property will provide cash flows
sufficient to meet all payments of interest and principal (including payments at
maturity) on such Mortgage Loan in compliance with the requirements of the terms
of the related Mortgage Loan documents, (ii) one or more Opinions of Counsel (at
the expense of the related Mortgagor) to the effect that the Trustee, on behalf
of the Trust Fund, will have a first priority perfected security interest in
such substituted Mortgage Property; provided, however, that to the extent the
related Mortgage Loan documents provide the lender with discretion, the Servicer
shall require that the related Mortgagor pay the cost of any such opinion as a
condition to granting such defeasance, (iii) to the extent required under the
related Mortgage Loan documents, or to the extent the Mortgage
<PAGE>
Loan documents provide the lender with discretion, the Servicer shall require
the borrower to establish a single purpose entity to act as a successor
borrower, and (iv) to the extent permissible under the Mortgage Loan documents,
the Servicer shall require the related Mortgagor to obtain written confirmation
from the Rating Agencies that such defeasance will not cause the downgrade,
withdrawal or modification of the then current ratings of the Certificates;
provided however, that the Servicer shall not require the related Mortgagor to
obtain such written confirmation from DCR to the extent that such Mortgagor has
obtained the certificate required pursuant to clause (i) above, obtained the
opinion required pursuant to clause (ii) above and (iii) established the single
purpose entity pursuant to clause (iii) above.
(b) If the Special Servicer determines that a modification, waiver or
amendment (including, without limitation, the forgiveness or deferral of
interest or principal or the substitution of collateral pursuant to the terms of
the Mortgage Loan or otherwise, the 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 or other material default is, in the Special Servicer's
judgment, reasonably foreseeable (as evidenced by an Officer's Certificate of
the Special Servicer), is reasonably likely to produce a greater recovery on a
present value basis (the relevant discounting to be performed at the related
Mortgage Rate) than liquidation of such Specially Serviced Mortgage Loan, then
the Special Servicer may, but is not required to, in the case of an extension of
the maturity of a Specially Serviced Mortgage Loan beyond the third anniversary
of such Mortgage Loan's original maturity date, agree to a modification, waiver
or amendment of such Specially Serviced Mortgage Loan, subject to the provisions
of this Section 3.20(b) and Section 3.20(c).
The Special Servicer shall use its reasonable efforts to the extent
possible to cause each Specially Serviced Mortgage Loan to fully amortize prior
to the Rated Final Distribution Date and shall not agree to a modification,
waiver or amendment of any term of any Specially Serviced Mortgage Loan if such
modification, waiver or amendment would:
(i) extend the maturity date of any such Specially Serviced Mortgage
Loan to a date occurring later than the earlier of (a) two years prior to
the Rated Final Distribution Date and (b) if such Specially Serviced
Mortgage Loan is secured by a leasehold estate, the date occurring ten
years prior to the expiration of such leasehold; or
(ii) reduce the related Net Mortgage Rate on any such Specially
Serviced Mortgage Loan to less than the lesser of (a) the original Net
Mortgage Rate and (b) 6.39% per annum; or
(iii) provide for the deferral of interest unless (a) interest accrues
thereon, generally, at the related Mortgage Rate and (b) the aggregate
amount of such deferred interest does not exceed 10% of the unpaid
principal balance of the Specially Serviced Mortgage Loan.
<PAGE>
(c) Any provision of this Section 3.20 to the contrary
notwithstanding, no fee described in this paragraph shall be collected by any
Servicer or Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in
conjunction with any consent or any modification, waiver or amendment of a
Mortgage Loan (unless the amount thereof is specified in the related Mortgage
Note) if the collection of such fee would cause such consent, modification,
waiver or amendment to be a "significant modification" of the Mortgage Note
within the meaning of Treasury Regulations Section 1.860G-2(b).
(d) To the extent consistent with this Agreement, the Special Servicer
may agree to any waiver, modification or amendment of a Mortgage Loan that is
not in default or as to which default is not reasonably foreseeable only to the
extent that it would not be a "significant modification" of the Mortgage Loan
within the meaning of Treasury Regulations Section 1.860G-2(b), provided that
the proposed modification, amendment or waiver will not cause (x) either the
Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC for
purposes of the Code or (y) either the Lower-Tier REMIC or the Upper-Tier REMIC
to be subject to any tax under the REMIC Provisions. With respect to all
modifications, amendments and waivers entered into by the Special Servicer
pursuant to this Section 3.20(d), the Special Servicer shall provide the Trustee
with an Opinion of Counsel (at the expense of the related Mortgagor or such
other Person requesting such modification or, if such expense cannot be
collected from the related Mortgagor or such other Person, to be paid by the
Servicer as a Servicing Advance) to the effect that the contemplated waiver,
modification or amendment (i) will not be a "significant modification" of the
Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and
(ii) will not cause either clause (x) or (y) of this Section 3.20(d) to occur.
Notwithstanding the foregoing, the Special Servicer may not waive the payment of
any Prepayment Premiums or Yield Maintenance Charge with respect to any Mortgage
Loan that is not a Specially Serviced Mortgage Loan.
(e) In the event of a modification which creates Mortgage Deferred
Interest, such Mortgage Deferred Interest will be allocated to reduce the
Distributable Certificate Interest of the Class or Classes of Certificates
pursuant to Section 4.06.
(f) Subject to Section 3.20(c), the Servicer and the Special Servicer
each may, as a condition to its granting any request by a Mortgagor for consent,
modification, waiver or indulgence or any other matter or thing, the granting of
which is within the Servicer's or the Special Servicer's, as the case may be,
discretion pursuant to the terms of the instruments evidencing or securing the
related Mortgage Loan and is permitted by the terms of this Agreement, require
that such Mortgagor pay to the Servicer or the Special Servicer, as the case may
be, as additional servicing compensation, a reasonable or customary fee, for the
additional services performed in connection with such request.
(g) All modifications, waivers and amendments of the Mortgage Loans
entered into pursuant to this Section 3.20 shall be in writing, signed by the
Servicer or the Special Servicer, as the case may be, and the related Mortgagor
(and by any guarantor of the related Mortgage Loan, if such guarantor's
signature is required by the Special Servicer in accordance with the Servicing
Standards).
<PAGE>
(h) Each of the Servicer and the Special Servicer shall notify the
Rating Agencies, the Trustee, the Paying Agent and each other in writing of any
modification, waiver or amendment of any term of any Mortgage Loan and the date
thereof, and shall deliver to the Trustee or the related Custodian for deposit
in the related Mortgage File, an original counterpart of the agreement relating
to such modification, waiver or amendment, promptly (and in any event within 10
Business Days) following the execution thereof. In addition, the Special
Servicer shall promptly send a copy of such a modification, waiver or amendment
to the Servicer.
SECTION 3.21. Transfer of Servicing Between Servicer and Special
Servicer; Record Keeping; Asset Status Report.
(a) Upon determining that a Servicing Transfer Event has occurred with
respect to any Mortgage Loan, the Servicer shall immediately give notice
thereof, and shall deliver the related Mortgage File and Credit File to the
Special Servicer and shall use its reasonable efforts to provide the Special
Servicer with all information, documents and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to the
Mortgage Loan and reasonably requested by the Special Servicer to enable it to
assume its functions hereunder with respect thereto. The Servicer shall use its
reasonable efforts to comply with the preceding sentence within 5 Business Days
of the occurrence of each related Servicing Transfer Event and in any event
shall continue to act as Servicer and administrator of such Mortgage Loan until
the Special Servicer has commenced the servicing of such Mortgage Loan, which
will commence upon receipt by the Special Servicer of the Mortgage File. The
Servicer shall deliver to the Trustee and the Paying Agent a copy of the notice
of such Servicing Transfer Event provided by the Servicer to the Special
Servicer pursuant to this Section. The Paying Agent shall deliver to each
Controlling Class Certificateholder a copy of the notice of such Servicing
Transfer Event provided by the Servicer pursuant to this Section
Upon determining that a Specially Serviced Mortgage Loan (other than
an REO Loan) has become current and has remained current for three consecutive
Monthly Payments (provided that (i) no additional Servicing Transfer Event is
foreseeable in the reasonable judgment of the Special Servicer, and (ii) for
such purposes taking into account any modification or amendment of such Mortgage
Loan), and that no other Servicing Transfer Event is continuing with respect
thereto, the Special Servicer shall immediately give notice thereof, and shall
return the related Mortgage File and Credit File to the Servicer (or copies
thereof if copies only were delivered to the Special Servicer) and upon giving
such notice, and returning such Mortgage File and Credit File to the Servicer,
the Special Servicer's obligation to service such Corrected Mortgage Loan shall
terminate and the obligations of the Servicer to service and administer such
Mortgage Loan shall re-commence.
(b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer will provide to the Trustee originals of documents included within the
definition of "Mortgage File" for inclusion in the related Mortgage File (with a
copy of each such original to the Servicer), and provide the Servicer with
copies of any additional related Mortgage Loan information including
correspondence with the related Mortgagor.
<PAGE>
(c) On or before the first Business Day immediately following each
Determination Date, the Special Servicer shall deliver to the Servicer and
Paying Agent a written statement and electronic data file in conformance with
Commercial Real Estate Secondary Market and Securitization Association ("CSSA")
format (upon which the Servicer and the Paying Agent may conclusively rely)
describing, on a loan-by-loan and property-by-property basis, (1) the
information described in clause (vii) of Section 4.02(a) with respect to each
Specially Serviced Mortgage Loan and the information described in clause (viii)
of Section 4.02(a) with respect to each REO Property, (2) the amount of all
payments, Insurance and Condemnation Proceeds and Liquidation Proceeds received
with respect to each Specially Serviced Mortgage Loan during the related Due
Period, and the amount of all REO Revenues, Insurance and Condemnation Proceeds
and Liquidation Proceeds received with respect to each REO Property during the
related Due Period, (3) the amount, purpose and date of all Servicing Advances
made by the Servicer with respect to each Specially Serviced Mortgage Loan and
REO Property during the related Due Period, (4) the information described in
clauses (v), (vii)(C), (vii)(D), (viii), (xi), (xvi) and (xvii) of Section
4.02(a) and (5) such additional information relating to the Specially Serviced
Mortgage Loans and REO Properties as the Servicer reasonably requests to enable
it to perform its responsibilities under this Agreement which is in the Special
Servicer's possession or is reasonably obtainable by the Special Servicer.
(d) Notwithstanding the provisions of the preceding clause (c), the
Servicer shall maintain ongoing payment records with respect to each of the
Specially Serviced Mortgage Loans and REO Properties and shall provide the
Special Servicer with any information in its possession required by the Special
Servicer to perform its duties under this Agreement.
(e) No later than 45 days after a Servicing Transfer Event for a
Mortgage Loan, the Special Servicer shall deliver to each Rating Agency and the
Directing Certificateholder a report (the "Asset Status Report") with respect to
such Mortgage Loan and the related Mortgaged Property. Such Asset Status Report
shall set forth the following information to the extent reasonably determinable:
(i) summary of the status of such Specially Serviced Mortgage Loan and
any negotiations with the related Mortgagor;
(ii) a discussion of the legal and environmental considerations
reasonably known to the Special Servicer, consistent with the Servicing
Standards, that are applicable to the exercise of remedies as aforesaid and
to the enforcement of any related guaranties or other collateral for the
related Mortgage Loan and whether outside legal counsel has been retained;
(iii) the most current rent roll and income or operating statement
available for the related Mortgaged Property;
<PAGE>
(iv) the Special Servicer's recommendations on how such Specially
Serviced Mortgage Loan might be returned to performing status and returned
to the Servicer for regular servicing or otherwise realized upon;
(v) the Appraised Value of the Mortgaged Property together with the
assumptions used in the calculation thereof; and
(vi) such other information as the Special Servicer deems relevant in
light of the Servicing Standards.
If within 10 Business Days of receiving an Asset Status Report, the
Directing Certificateholder does not disapprove such Asset Status Report in
writing, the Special Servicer shall implement the recommended action as outlined
in such Asset Status Report; provided, however, that the Special Servicer may
not take any action that is contrary to applicable law or the terms of the
applicable Mortgage Loan documents or the Servicing Standards. If the Directing
Certificateholder disapproves such Asset Status Report, the Special Servicer
will revise such Asset Status Report and deliver to the Directing
Certificateholder, the Rating Agencies and the Servicer a new Asset Status
Report as soon as practicable, but in no event later than 45 days after such
disapproval. The Special Servicer shall revise such Asset Status Report as
described above in this Section 3.21(e) until the Directing Certificateholder
shall fail to disapprove such revised Asset Status Report in writing within 10
Business Days of receiving such revised Asset Status Report or until the Special
Servicer makes one of the determinations described below. The Special Servicer
may, from time to time, modify any Asset Status Report it has previously
delivered and implement such report, provided such report shall have been
prepared, reviewed and not rejected pursuant to the terms of this Section.
Notwithstanding the foregoing, the Special Servicer (i) may, following the
occurrence of an extraordinary event with respect to the related Mortgaged
Property, take any action set forth in such Asset Status Report before the
expiration of a 10 Business Day period if the Special Servicer has reasonably
determined that failure to take such action would materially and adversely
affect the interests of the Certificateholders and it has made a reasonable
effort to contact the Directing Certificateholder and (ii) in any case, shall
determine whether such affirmative disapproval is not in the best interest of
all the Certificateholders pursuant to the Servicing Standards.
The Special Servicer shall have the authority to meet with the
Mortgagor for any Specially Serviced Mortgage Loan and take such actions
consistent with the Servicing Standards and the related Asset Status Report. The
Special Servicer shall not take any action inconsistent with the related Asset
Status Report, unless such action would be required in order to act in
accordance with the Servicing Standards.
No direction of the Directing Certificateholder shall (a) require or
cause the Special Servicer to violate the terms of a Specially Serviced Mortgage
Loan, applicable law or any provision of this Agreement, including the Special
Servicer's obligation to act in accordance with the Servicing Standards and to
maintain the REMIC status of each of the Lower-Tier REMIC and the Upper-Tier
REMIC, or (b) result in the imposition of a
<PAGE>
"prohibited transaction" or "prohibited contribution" tax under the REMIC
Provisions, or (c) expose the Servicer, the Special Servicer, the Depositor, the
Mortgage Loan Seller, the Trust Fund, the Trustee or their officers, directors,
employees or agents to any claim, suit or liability or (d) materially expand the
scope of the Special Servicer's or the Servicer's responsibilities under this
Agreement.
(f) Upon receiving notice of (i) the filing of a case under any
present or future federal or state bankruptcy, insolvency or similar law or the
commencing of any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings with respect to a Mortgage Loan or the
related Mortgagor or (ii) the request by a Mortgagor for the amendment or
modification of a Mortgage Loan other than an amendment or modification provided
for in the second paragraph in Sections 3.20(a) or 3.08(f), the Servicer shall
immediately give notice thereof, and shall deliver copies of the related
Mortgage File and Credit File to the Special Servicer and shall use its
reasonable efforts to provide the Special Servicer with all information relating
to the Mortgage Loan and reasonably requested by the Special Servicer to enable
it to negotiate with the related Mortgagor and prepare for any such proceedings.
The Servicer shall use its reasonable best efforts to comply with the preceding
sentence within 5 Business Days of the occurrence of each such event, and upon
receiving such documents and information, the Special Servicer shall use its
reasonable efforts to cause the related Mortgagor to cure any default and/or
remedy any such event, work out or modify the Mortgage Loan consistent with the
terms of this Agreement, and/or prepare for such proceedings. Notwithstanding
the foregoing, the occurrence of any of the above-referenced events shall not in
and of itself be considered a Servicing Transfer Event and, unless a Servicing
Transfer Event has occurred with respect to a related Mortgage Loan, the
Servicer shall continue to act as Servicer and administrator of such Mortgage
Loan and no fees shall be payable to the Special Servicer with respect to such
Mortgage Loan other than any related modification, assumption or extension fees
provided for herein.
SECTION 3.22. Sub-Servicing Agreements.
(a) The Servicer may enter into Sub-Servicing Agreements to provide
for the performance by third parties of any or all of its respective obligations
under Articles III and IV hereof; provided that the Sub-Servicing Agreement: (i)
is consistent with this Agreement in all material respects and requires the
Sub-Servicer to comply with all of the applicable conditions of this Agreement;
(ii) provides that if the Servicer shall for any reason no longer act in such
capacity hereunder (including, without limitation, by reason of an Event of
Default), the Trustee or its designee shall thereupon assume all of the rights
and, except to the extent they arose prior to the date of assumption,
obligations of the Servicer under such agreement, or, alternatively, may act in
accordance with Section 7.02 hereof under the circumstances described therein
(subject to the assumption requirements of Section 3.22(g) hereof); (iii)
provides that the Trustee for the benefit of the Certificateholders shall be a
third party beneficiary under such Sub-Servicing Agreement, but that (except to
the extent the Trustee or its designee assumes the obligations of the Servicer
thereunder as contemplated by the immediately preceding clause (ii)) none of the
Trust Fund, the Trustee, any successor Servicer or any Certificateholder shall
have any duties under such Sub-Servicing Agreement or any
<PAGE>
liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan
pursuant to this Agreement to terminate such Sub-Servicing Agreement with
respect to such purchased Mortgage Loan at its option and without penalty and
(v) does not permit the Sub-Servicer any direct rights of indemnification that
may be satisfied out of assets of the Trust Fund. Any successor Servicer
hereunder shall, upon becoming successor Servicer, be assigned and shall assume
any Sub-Servicing Agreements from the predecessor Servicer (subject to the
assumption requirements of Section 3.22(g) hereof). In addition, each
Sub-Servicing Agreement entered into by the Servicer may provide that the
obligations of the Sub-Servicer thereunder shall terminate with respect to any
Mortgage Loan serviced thereunder at the time such Mortgage Loan becomes a
Specially Serviced Mortgage Loan; provided, however, that the Sub-Servicing
Agreement may provide that the Sub-Servicer will continue to make all Advances
and calculations and prepare all reports required under the Sub-Servicing
Agreement with respect to Specially Serviced Mortgage Loans as if no Servicing
Transfer Event had occurred and with respect to REO Properties (and the related
REO Loans) as if no REO Acquisition had occurred and to render such incidental
services with respect to such Specially Serviced Mortgage Loans and REO
Properties as are specifically provided for in such Sub-Servicing Agreement. The
Servicer shall deliver to the Trustee and the Paying Agent copies of all
Sub-Servicing Agreements, and any amendments thereto and modifications thereof,
entered into by it promptly upon its execution and delivery of such documents.
References in this Agreement to actions taken or to be taken by the Servicer
include actions taken or to be taken by a Sub-Servicer on behalf of the
Servicer; and, in connection therewith, all amounts advanced by any Sub-Servicer
to satisfy the obligations of the Servicer hereunder to make Advances shall be
deemed to have been advanced by the Servicer out of its own funds and,
accordingly, such Advances shall be recoverable by such Sub-Servicer in the same
manner and out of the same funds as if such Sub-Servicer were the Servicer, and,
for so long as they are outstanding, such Advances shall accrue interest in
accordance with Section 3.03(d), such interest to be allocable between the
Servicer and such Sub-Servicer pursuant to the terms of the Sub-Servicing
Agreement. For purposes of this Agreement, the Servicer shall be deemed to have
received any payment when a Sub-Servicer retained by it receives such payment.
The Servicer shall notify the Special Servicer, the Trustee and the Depositor in
writing promptly of the appointment by it of any Sub-Servicer, other than The
Chase Manhattan Bank. Except as otherwise provided herein, the Special Servicer
may not enter into Sub-Servicing Agreements and may not assign any of its
servicing obligations hereunder.
(b) Each Sub-Servicer shall be authorized to transact business in the
state or states in which the related Mortgaged Properties it is to service are
situated, if and to the extent required by applicable law.
(c) As part of its servicing activities hereunder, the Servicer, for
the benefit of the Trustee and the Certificateholders, shall (at no expense to
the Trustee, the Certificateholders or the Trust Fund) monitor the performance
and enforce the obligations of each Sub-Servicer under the related Sub-Servicing
Agreement. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Sub-Servicing Agreements in accordance
with their respective terms and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as the
Servicer would require
<PAGE>
were it the owner of the Mortgage Loans. The Servicer shall have the right to
remove a Sub-Servicer retained by it in accordance with the terms of the related
Sub-Servicing Agreement.
(d) In the event the Trustee or its designee becomes successor
Servicer and assumes the rights and obligations of the Servicer under any
Sub-Servicing Agreement, the Servicer, at its expense, shall deliver to the
assuming party all documents and records relating to such Sub-Servicing
Agreement and the Mortgage Loans then being serviced thereunder and an
accounting of amounts collected and held on behalf of it thereunder, and
otherwise use reasonable efforts to effect the orderly and efficient transfer of
the Sub-Servicing Agreement to the assuming party.
(e) Notwithstanding the provisions of any Sub-Servicing Agreement, the
Servicer represents and warrants that it shall remain obligated and liable to
the Trustee and the Certificateholders for the performance of its obligations
and duties under this Agreement in accordance with the provisions hereof to the
same extent and under the same terms and conditions as if it alone were
servicing and administering the Mortgage Loans for which it is responsible, and
the Servicer shall pay the fees of any Sub-Servicer thereunder from its own
funds. In no event shall the Trust Fund bear any termination fee required to be
paid to any Sub-Servicer as a result of such Sub-Servicer's termination under
any Sub-Servicing Agreement.
(f) The Trustee shall furnish to any Sub-Servicer any powers of
attorney and other documents necessary or appropriate to enable such
Sub-Servicer to carry out its servicing and administrative duties under any
Sub-Servicing Agreement; provided, however, that the Trustee shall not be held
liable for any negligence, and shall be indemnified by the Sub-Servicer, with
respect to, or misuse of, any such power of attorney by a Sub-Servicer.
(g) Each Sub-Servicing Agreement shall provide that, in the event the
Trustee or any other Person becomes successor Servicer, the Trustee or such
successor Servicer shall have the right to terminate such Sub-Servicing
Agreement without a fee. Notwithstanding the foregoing, the Trustee and any
successor Servicer shall assume the Sub-Servicing Agreement with The Chase
Manhattan Bank dated as of the date hereof, provided that The Chase Manhattan
Bank maintains an "acceptable" servicer rating from DCR, and an approved
servicer ranking of at least average from S&P, and provided further, that such
Sub-Servicing Agreement may terminate in accordance with its terms.
(h) Promptly (but in no event later than 5 Business Days) after the
execution of any Sub-Servicing Agreement, the Servicer shall forward a copy of
such Sub-Servicing Agreement to the Trustee and the Special Servicer. The
Special Servicer shall comply with the terms of each such Sub-Servicing
Agreement to the extent the terms thereof are not inconsistent with the terms of
this Agreement and the Special Servicer's obligations hereunder. With respect to
Mortgage Loans subject to a Sub-Servicing Agreement, the Special Servicer shall,
among other things, remit amounts, deliver reports and information, and afford
access to facilities and information to the related Sub-Servicer that would be
required to be remitted, delivered or afforded, as the case may be, to the
Servicer pursuant to the terms hereof within a
<PAGE>
sufficient period of time to allow the Sub-Servicer to fulfill its obligations
under such Sub-Servicing Agreement and in no event later than 1 Business Day
prior to the applicable Determination Date (or such other date as specified
herein).
SECTION 3.23. Representations, Warranties and Covenants of the
Servicer and the Special Servicer.
(a) GMACCM, in its capacity as Servicer and Special Servicer
hereunder, hereby represents, warrants and covenants that as of the Closing Date
or as of such date specifically provided herein:
(i) The Servicer and the Special Servicer is a corporation duly
organized, validly existing, and in good standing under the laws of the
State of California; the Servicer and the Special Servicer is, and
throughout the term of this Agreement shall remain, to the extent necessary
duly authorized and qualified to transact in the jurisdiction where any
Mortgaged Property is located to the extent necessary to perform any and
all business contemplated by this Agreement; the Servicer and the Special
Servicer, possesses and shall continue to possess all requisite authority,
power, licenses, permits, franchise, and approvals to conduct its business
and to execute, deliver, and comply with its obligations under this
Agreement;
(ii) The execution and delivery of this Agreement and the Servicer's
and the Special Servicer's performance of and compliance with the terms
hereof in the manner contemplated by this Agreement will not violate the
Articles of Incorporation or By-Laws of the Servicer or the Special
Servicer, respectively, or any other instrument governing its operations,
or any laws, regulations, orders or decrees of any governmental authority
applicable to the Servicer or the Special Servicer, respectively, and will
not constitute a default (or any event which, with notice or lapse of time
or both, would constitute a default) under any contract, agreement, or
other instrument to which the Servicer or the Special Servicer,
respectively, is a party or which may be applicable to any of its assets;
(iii) The Agreement constitutes a valid, legal, and binding obligation
of the Servicer and the Special Servicer, enforceable against it in
accordance with its terms, subject to bankruptcy laws and other similar
laws of general application affecting rights of creditors and subject to
the application of the rules of equity, including those respecting the
availability of specific performance;
(iv) The Agreement has been duly executed and delivered by the
Servicer and the Special Servicer;
(v) All consents, approvals, authorizations, orders or filings of or
with any court or governmental agency or body, if any, required for the
execution, delivery and performance of this Agreement by the Servicer and
the Special Servicer, have been obtained or made; and
<PAGE>
(vi) There is no pending action, suit or proceeding, arbitration or
governmental investigation against the Servicer and the Special Servicer,
the outcome of which could reasonably be expected to materially affect the
Servicer's or Special Servicer's, respectively, performance under this
Agreement.
(b) The representations and warranties set forth in the paragraph (a)
above shall survive the execution and delivery of the Agreement. The Servicer
and Special Servicer, as applicable, shall indemnify the Trustee and the Trust
Fund and hold them harmless against any losses, damages, penalties, fines,
forfeitures, legal fees and related costs, judgments and other costs and
expenses resulting from any claim, demand, defense or assertion based on or
grounded upon, or resulting from a material breach of the Servicer's and Special
Servicer's representations and warranties, as applicable, contained in paragraph
(a) above. Such indemnification shall survive any termination or resignation of
the Servicer and Special Servicer, as applicable, and any termination of the
Agreement.
SECTION 3.24. Interest Reserve Account.
(a) On each P&I Advance Date relating to any Interest Accrual Period
ending in any January and on any P&I Advance Date which occurs in a year which
is not a leap year relating to any Interest Accrual Period ending in any
December, the Servicer shall remit to the Paying Agent, in respect of the
Interest Reserve Loans, for deposit into the Interest Reserve Account, an amount
equal to one day's interest on the Stated Principal Balance of the Interest
Reserve Loans as of the Due Date occurring in the month preceding the month in
which such P&I Advance Date occurs at the related Mortgage Rate, to the extent a
full Monthly Payment or P&I Advance is made in respect thereof (all amounts so
deposited in any consecutive February and January, "Withheld Amounts").
(b) On each P&I Advance Date occurring in March, the Servicer shall
withdraw, or shall instruct the Paying Agent to withdraw, from the Interest
Reserve Account an amount equal to the Withheld Amounts from the preceding
January, if any, and February, if any, and deposit such amount into the
Lower-Tier Distribution Account.
SECTION 3.25. Excess Interest Distribution Account.
Prior to the applicable Distribution Date, the Servicer is required to
remit to the Paying Agent for deposit into the Excess Interest Distribution
Account an amount equal to the Excess Interest received during the related Due
Period.
SECTION 3.26. Surety Bonds and Lease Enhancement Policies.
(a) With respect to each Surety Bond Loan, the Servicer or the Special
Servicer, as applicable, shall perform all obligations of the insured under the
related Surety Bond, including, but not limited to: (i) notifying the surety
under the related Surety Bond of any substitution of a Mortgaged Property
securing a Surety Bond Loan; (ii) complying in all respect with Section 8(c) of
each related Surety Bond with respect to a Net Lease Default (as defined in the
related Surety Bond); (iii) with respect to any replacement of a credit tenant
<PAGE>
under the related Surety Bond Loan, (A) obtaining a written confirmation of each
of the Rating Agencies that such replacement will not cause the downgrade,
withdrawal or qualification of the then current ratings of the Certificates, (B)
use its best efforts to obtain a written confirmation of each of the Rating
Agencies that such replacement will not cause the downgrade, withdrawal or
qualification of the then current ratings of the Certificates from each of the
Rating Agencies with respect to the required rating set forth in the related
Surety Bond for any replacement tenant if such proposed replacement tenant does
not meet such requirements and is otherwise reasonably acceptable to the
Servicer or Special Servicer, as the case may be, and (C) commence an action in
a court having appropriate jurisdiction as contemplated in Section 13 of the
related Surety Bond if the surety under the related Surety Bond gives notice of
its intent to terminate such Surety Bond and the replacement tenant is not
reasonably acceptable to the Servicer or the Special Servicer, as the case may
be but otherwise meets each requirement under the related Surety Bond; (iv) not
consent to any amendment, modification, waiver to, or release of, any Surety
Bond without obtaining (A) a written confirmation of each of the Rating Agencies
that such amendment, modification, consent, or waiver, or release of, any Surety
Bond will not cause the downgrade, withdrawal or qualification of the then
current ratings of the Certificates and (B) an Opinion of Counsel that such
amendment, modification or waiver to or release of any Surety Bond will not
cause a "significant modification" within the meaning of Treasury Regulations
Section 1.860G-2(b), of the related Surety Bond Loan; and (v) deliver the
anticipatory drawing notice to obtain payment of the related Surety Bond at
least 10 days prior to the maturity date of the related Surety Bond and in no
event more then 60 days prior to the Maturity Date as provided in the related
Surety Bond, and deliver the Surety Bond Payment Certificate on the Maturity
Date of the related Surety Bond Loan.
(b) The Depositor shall provide written notice (with copies to the
Servicer) to each Lease Enhancement Policy insurer within 10 days after the
Closing Date, that (i) the Servicer shall be sent notices under each Lease
Enhancement Policy and (ii) State Street Bank and Trust Company, as trustee for
the registered holders of the Chase Commercial Mortgage Pass-Through
Certificates, Series 1998-2, shall be named the insured party under each Lease
Enhancement Policy. The Servicer will review and be familiar with the terms and
conditions relating to enforcing claims and will monitor the dates by which any
claim or action must be taken (including delivering any notices to the Lease
Enhancement Policy insurer and performing any actions required under each
policy) under each Lease Enhancement Policy to realize full value of such Lease
Enhancement Policy for the benefit of the Certificateholders.
(c) The Servicer shall abide by the terms and conditions precedent to
payment of claims under any Lease Enhancement Policies and take all such action
as may be required to comply with the terms and provisions of such policies in
order to maintain, in full force and effect, such policies, including, but not
limited to, notifying the related insurer in writing as soon as reasonably
practicable, and within the time period required under the applicable policy,
after the Servicer first receives written notification or has actual knowledge
of (i) the commencement of a condemnation proceeding, (ii) the occurrence of
physical damage, (iii) termination or rent abatement by the related credit
tenant, and (iv) any other event requiring notice to the insurer in order to
make a timely claim under the Lease
<PAGE>
Enhancement Policy. In addition to complying with all conditions to coverage,
the Servicer shall take any and all actions required under the Lease Enhancement
Policy in connection with any claim, including (a) the timely presentation of a
proof of loss containing all required information, (b) the prosecution of all
claims relating to a casualty or condemnation, which will maximize any
recoveries or awards from sources other than the insurer under the Lease
Enhancement Policy, (c) providing reasonable access to any Mortgaged Property
(but only to the extent such access is available pursuant to the related
Mortgage Loan Documents, applicable law and the related credit lease), and (d)
the providing of any other notices required under the Lease Enhancement Policies
in a timely fashion and any other actions which will maximize any recoveries
under the Lease Enhancement Policies.
(d) In the event that the Servicer receives notice of any Policy
Termination Event, the Servicer shall provide written notice of such Policy
Termination Event to the Trustee and the Rating Agencies and redress such Policy
Termination Event in accordance with the Servicing Standard. Any legal fees
incurred in connection with a resolution of a Policy Termination Event shall be
paid by the Servicer and shall be reimbursable to it from the borrower or other
responsible party, and if not recoverable, then shall be an expense of the Trust
Fund.
(e) The Servicer shall not agree to any amendment of a Lease
Enhancement Policy unless it shall have received (A) written confirmation from
the Rating Agencies that such amendment will not cause the downgrade, withdrawal
or qualification of the then current ratings of the Certificates and (B) an
Opinion of Counsel that such amendment will not cause a "significant
modification" of the related Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).
(f) On each P&I Advance Date, the Servicer will deliver to the Trustee
and the Paying Agent a report stating with respect to each credit tenant and any
guarantor as of a date no earlier than three Business Days prior to such
Determination Date: (i) the long term unsecured debt rating for each credit
tenant and any guarantor as of the Closing Date and as of the date of such
report (or, if such long term unsecured debt ratings are not publicly available
ratings, such publicly available ratings as are indicated on the related report)
(ii) all publicly available ratings for such credit tenant or guarantor included
in the report prepared pursuant to this Section for the immediately preceding
Determination Date, and (iii) whether such tenant or guarantor has been placed
on a credit watch. On each Distribution Date, the Paying Agent shall deliver
such report to the Rating Agencies.
[End of Section III]
<PAGE>
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. Distributions.
(a) On each Distribution Date, to the extent of the Available
Distribution Amount for such Distribution Date, the Paying Agent shall transfer
the Lower-Tier Distribution Amount from the Lower-Tier Distribution Account to
the Upper-Tier Distribution Account in the amounts and priorities set forth in
Section 4.01(b) with respect to each class of Uncertificated Lower-Tier
Interests, and immediately thereafter, shall make distributions thereof from the
Upper-Tier Distribution Account in the following order of priority, satisfying
in full, to the extent required and possible, each priority before making any
distribution with respect to any succeeding priority:
(i) first, to the Holders of the Class A-1 Certificates, the Class A-2
Certificates and the Class X Certificates, pro rata (based upon their
respective entitlements to interest for such Distribution Date), in respect
of interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Classes of Certificates for such Distribution
Date;
(ii) second, (A) to the Holders of the Class A-1 Certificates, in
reduction of the Certificate Balance thereof, an amount equal to the
Principal Distribution Amount, until the outstanding Certificate Balance of
such Class has been reduced to zero and (B) after the Certificate Balance
of the Class A-1 Certificates has been reduced to zero, to the Holders of
the Class A-2 Certificates, in reduction of the Certificate Balance
thereof, an amount equal to the Principal Distribution Amount (or the
portion thereof remaining after any distributions in respect of the Class
A-1 Certificates on such Distribution Date), until the outstanding
Certificate Balance of such Class has been reduced to zero;
(iii) third, to the Holders of the Class A-1 Certificates and the
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;
(iv) fourth, to the Holders of the Class B Certificates, in respect of
interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;
(v) fifth, after the Certificate Balances of the Class A Certificates
have been reduced to zero, to the Holders of the Class B Certificates, in
reduction of the Certificate Balance thereof, an amount equal to the
Principal Distribution Amount (or the portion thereof remaining after any
distributions in respect of the Class A
<PAGE>
Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class B Certificates has been reduced to zero;
(vi) sixth, to the Holders of the Class B Certificates, until all
amounts of Collateral Support Deficit previously allocated to the Class B
Certificates, but not previously reimbursed, have been reimbursed in full;
(vii) seventh, to the Holders of the Class C Certificates, in respect
of interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;
(viii) eighth, after the Certificate Balances of the Class A and Class
B Certificates have been reduced to zero, to the Holders of the Class C
Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A and Class B
Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class C Certificates has been reduced to zero;
(ix) ninth, to the Holders of the Class C Certificates, until all
amounts of Collateral Support Deficit previously allocated to the Class C
Certificates, but not previously reimbursed, have been reimbursed in full;
(x) tenth, to the Holders of the Class D Certificates, in respect of
interest, up to an amount equal to the aggregate Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;
(xi) eleventh, after the Certificate Balances of the Class A, Class B
and Class C Certificates have been reduced to zero, to the Holders of the
Class D Certificates, in reduction of the Certificate Balance thereof, an
amount equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A, Class B and
Class C Certificates on such Distribution Date), until the outstanding
Certificate Balance of the Class D Certificates has been reduced to zero;
(xii) twelfth, to the Holders of the Class D Certificates, until all
amounts of Collateral Support Deficit previously allocated to the Class D
Certificates, but not previously reimbursed, have been reimbursed in full;
(xiii) thirteenth, to the Holders of the Class E Certificates, in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xiv) fourteenth, after the Certificate Balances of the Class A, Class
B, Class C and Class D Certificates have been reduced to zero, to the
Holders of the Class E Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount (or
the portion thereof remaining after any
<PAGE>
distributions in respect of the Class A, Class B, Class C and Class D
Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class E Certificates has been reduced to zero;
(xv) fifteenth, to the Holders of the Class E Certificates, until all
amounts of Collateral Support Deficit previously allocated to the Class E
Certificates, but not previously reimbursed, have been reimbursed in full;
(xvi) sixteenth, to the Holders of the Class F Certificates, in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xvii) seventeenth, after the Certificate Balances of the Class A,
Class B, Class C, Class D and Class E Certificates have been reduced to
zero, to the Holders of the Class F Certificates, in reduction of the
Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect
of the Class A, Class B, Class C, Class D and Class E Certificates on such
Distribution Date), until the outstanding Certificate Balance of the Class
F Certificates has been reduced to zero;
(xviii) eighteenth, to the Holders of the Class F Certificates, until
all amounts of Collateral Support Deficit previously allocated to the Class
F Certificates, but not previously reimbursed, have been reimbursed in
full;
(xix) nineteenth, to the Holders of the Class G Certificates in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xx) twentieth, after the Certificate Balances of the Class A, Class
B, Class C, Class D, Class E and Class F Certificates have been reduced to
zero, to the Holders of the Class G Certificates, in reduction of the
Certificate Balance thereof, an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect
of the Class A, Class B, Class C, Class D, Class E and Class F Certificates
on such Distribution Date), until the outstanding Certificate Balance of
the Class G Certificates has been reduced to zero;
(xxi) twenty-first, to the Holders of the Class G Certificates, until
all amounts of Collateral Support Deficit previously allocated to the Class
G Certificates, but not previously reimbursed, have been reimbursed in
full;
(xxii) twenty-second, to the Holders of the Class H Certificates in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xxiii) twenty-third, after the Certificate Balances of the Class A,
Class B, Class C, Class D, Class E, Class F and Class G Certificates have
been reduced to zero,
<PAGE>
to the Holders of the Class H Certificates, in reduction of the Certificate
Balance thereof, an amount equal to the Principal Distribution Amount (or
the portion thereof remaining after any distributions in respect of the
Class A, Class B, Class C, Class D, Class E, Class F and Class G
Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class H Certificates has been reduced to zero;
(xxiv) twenty-fourth, to the Holders of the Class H Certificates,
until all amounts of Collateral Support Deficit previously allocated to the
Class H Certificates, but not previously reimbursed, have been reimbursed
in full;
(xxv) twenty-fifth, to the Holders of the Class I Certificates in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xxvi) twenty-sixth, after the Certificate Balances of the Class A,
Class B, Class C, Class D, Class E, Class F, Class G and Class H
Certificates have been reduced to zero, to the Holders of the Class I
Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A, Class B, Class
C, Class D, Class E, Class F, Class G and Class H Certificates on such
Distribution Date), until the outstanding Certificate Balance of the Class
I Certificates has been reduced to zero;
(xxvii) twenty-seventh, to the Holders of 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;
(xxviii) twenty-eighth, to the Holders of the Class J Certificates in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xxix) twenty-ninth, after the Certificate Balances of the Class A,
Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class I
Certificates have been reduced to zero, to the Holders of the Class J
Certificates, in reduction of the Certificate Balance thereof, an amount
equal to the Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A, Class B, Class
C, Class D, Class E, Class F, Class G, Class H and Class I Certificates on
such Distribution Date), until the outstanding Certificate Balance of the
Class J Certificates has been reduced to zero;
(xxx) thirtieth, to the Holders of the Class J Certificates, until all
amounts of Collateral Support Deficit previously allocated to the Class J
Certificates, but not previously reimbursed, have been reimbursed in full;
and
<PAGE>
(xxxi) thirty-first, to the Holders of 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.
(b) On each Distribution Date, each Uncertificated Lower-Tier Interest
shall receive distributions in respect of principal or reimbursement of
Collateral Support Deficit in an amount equal to the amount of principal or
reimbursement of Collateral Support Deficit actually distributable to its
respective Related Certificates as provided in Sections 4.01(a) and (c). On each
Distribution Date, each Uncertificated Lower-Tier Interest shall receive
distributions in respect of interest in an amount equal to the Interest
Distribution Amount in respect of its Related Certificates and its related
Component of the Class X Certificates, in each case to the extent actually
distributable thereon as provided in Section 4.01(a). Such amounts distributed
to the Uncertificated Lower-Tier Interests in respect of principal and interest
with respect to any Distribution Date are referred to herein collectively as the
"Lower-Tier Distribution Amount," and shall be made by the Paying Agent by
depositing such Lower-Tier Distribution Amount in the Upper-Tier Distribution
Account.
As of any date, the principal balance of each Uncertificated
Lower-Tier Interest equals the Certificate Balance of the Related Certificates
with respect thereto. The initial principal balance of each Uncertificated
Lower-Tier Interest equals the respective Original Lower-Tier Principal Amount.
The pass-through rate with respect to each Uncertificated Lower-Tier Interest
will be the rate per annum set forth in the Preliminary Statement hereto.
Any amount that remains in the Lower-Tier Distribution Account on each
Distribution Date after distribution of the Lower-Tier Distribution Amount shall
be distributed to the Holders of the Class LR Certificates (but only to the
extent of the Available Distribution Amount for such Distribution Date remaining
in the Lower-Tier Distribution Account, if any).
(c) On and after the Distribution Date on which the Certificate
Balances of the Subordinate Certificates have all been reduced to zero (without
regard to any amounts of Collateral Support Deficit remaining unreimbursed), the
Principal Distribution Amount will be distributed, pro rata (based upon
Certificate Balances), among the Class A Certificates without regard to the
priorities set forth in Section 4.01(a)(ii).
(d) On each Distribution Date, the Paying Agent shall withdraw from
the Lower-Tier Distribution Account an aggregate amount equal to all Prepayment
Premiums and Yield Maintenance Charges actually collected on the Mortgage Loans
or any REO Loans during the related Due Period and shall distribute such amount
in respect of the Class LA-1 Uncertificated Interest by depositing such amount
in the Upper-Tier Distribution Account (notwithstanding that all principal and
interest distributable with respect to the Class LA-1 Uncertificated Interest
has been paid in full).
(e) On each Distribution Date, until the Certificate Balances of the
Class A, Class B, Class C, Class D and Class E Certificates have each been
reduced to zero, the Paying Agent shall withdraw any amounts on deposit in the
Upper-Tier Distribution Account that represent Prepayment Premiums actually
collected on Mortgage Loans or REO Loans during
<PAGE>
the related Due Period and remitted in respect of the Class LA-1 Uncertificated
Interest pursuant to Section 4.01(d), and shall distribute to each of the Class
A, Class B, Class C, Class D and Class E Certificates, for each such Class an
amount equal to the product of (a) a fraction, the numerator of which is the
amount of principal distributed with respect to such Class pursuant to Section
4.01(a) on such Distribution Date, and the denominator of which is the total
amount of principal distributed to all Classes of Certificates pursuant to
Section 4.01(a) on such Distribution Date, (b) 25% and (c) the total amount of
Prepayment Premiums collected during the related Due Period. Any Prepayment
Premiums received during the related Due Period with respect to such Mortgage
Loans or REO Loans and remitted in respect of the Class LA-1 Uncertificated
Interest pursuant to Section 4.01(d), remaining after such distributions shall
be distributed on the Class X Certificates.
On each Distribution Date, until the Certificate Balances of the Class
A, Class B, Class C, Class D and Class E Certificates have each been reduced to
zero, the Paying Agent shall withdraw any amounts on deposit in the Upper-Tier
Distribution Account that represent Yield Maintenance Charges actually collected
on Mortgage Loans or REO Loans during the related Due Period and remitted in
respect of the Class LA-1 Uncertificated Interest pursuant to Section 4.01(d),
and shall distribute to each of the Class A, Class B, Class C, Class D and Class
E Certificates, for each such Class an amount equal to the product of (a) a
fraction, the numerator of which is the amount of principal distributed with
respect to such Class pursuant to Section 4.01(a) on such Distribution Date, and
the denominator of which is the total amount of principal distributed to all
Classes of Certificates pursuant to Section 4.01(a) on such Distribution Date,
(b) the Base Interest Fraction for the related principal prepayment and such
Class of Certificates and (c) the aggregate amount of Yield Maintenance Charges
collected on such principal prepayment during the related Due Period. Any Yield
Maintenance Charges received during the related Due Period with respect to such
Mortgage Loans and remitted in respect of the Class LA-1 Uncertificated Interest
pursuant to Section 4.01(d) remaining after such distributions shall be
distributed on the Class X Certificates.
Following the reduction of the Certificate Balances of the Class A,
Class B, Class C, Class D and Class E Certificates to zero, the Paying Agent
shall distribute 100% of any Yield Maintenance Charges and Prepayment Premiums
actually received during the related Due Period with respect to such Mortgage
Loans and remitted in respect of the Class LA-1 Uncertificated Interest pursuant
to Section 4.01(d), to the Class X Certificates.
(f) All distributions made with respect to each Class on each
Distribution Date shall be allocated pro rata among the outstanding Certificates
in such Class based on their respective Percentage Interests. Except as
otherwise specifically provided in Sections 4.01(g), 4.01(h) and 9.01, all such
distributions with respect to each Class on each Distribution Date shall be made
to the Certificateholders of the respective Class of record at the close of
business on the related Record Date and shall be made by wire transfer of
immediately available funds to the account of any such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee and the Paying Agent with
wiring instructions no less than 5 Business Days prior to the related Record
Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent
<PAGE>
Distribution Dates) and is the registered owner of Certificates with an
aggregate initial Certificate Balance or Notional Amount, as applicable, of at
least $5,000,000, or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. The final
distribution on each Certificate (determined without regard to any possible
future reimbursement of Collateral Support Deficit previously allocated to such
Certificate) will be made in like manner, but only upon presentation and
surrender of such Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to Certificateholders of such final
distribution.
Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Paying Agent, the
Trustee, the Certificate Registrar, the Depositor, the Servicer, the Special
Servicer, the Underwriters or the Placement Agent shall have any responsibility
therefor except as otherwise provided by this Agreement or applicable law.
(g) Except as otherwise provided in Section 9.01, whenever the Paying
Agent expects that the final distribution with respect to any Class of
Certificates (determined without regard to any possible future reimbursement of
any amount of Collateral Support Deficit previously allocated to such Class of
Certificates) will be made on the next Distribution Date, the Paying Agent
shall, no later than the related P&I Advance Determination Date, mail to each
Holder on such date of such Class of Certificates a notice to the effect that:
(i) the Paying Agent expects that the final distribution with respect
to such Class of Certificates will be made on such Distribution Date but
only upon presentation and surrender of such Certificates at the offices of
the Certificate Registrar or such other location therein specified; and
(ii) no interest shall accrue on such Certificates from and after such
Distribution Date.
Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and held uninvested
in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(g) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Paying Agent, directly or through an agent, shall take such
steps to contact
<PAGE>
the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the
first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or
be payable to any Certificateholder on any amount held in trust hereunder by the
Trustee or the Paying Agent as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with this
Section 4.01(g).
(h) Distributions in reimbursement of Collateral Support Deficit
previously allocated to the Regular Certificates shall be made in the amounts
and manner specified in Section 4.01(a) to the Holders of the respective Class
otherwise entitled to distributions of interest and principal on such Class on
the relevant Distribution Date; provided, that all distributions in
reimbursement of Collateral Support Deficit previously allocated to a Class of
Certificates which has since been retired shall be to the prior Holders that
surrendered the Certificates of such Class upon retirement thereof and shall be
made by check mailed to the address of each such prior Holder last shown in the
Certificate Register. Notice of any such distribution to a prior Holder shall be
made in accordance with Section 11.05 at such last address. The amount of the
distribution to each such prior Holder shall be based upon the aggregate
Percentage Interest evidenced by the Certificates surrendered thereby. If the
check mailed to any such prior Holder is returned uncashed, then the amount
thereof shall be set aside and held uninvested in trust for the benefit of such
prior Holder, and the Paying Agent shall attempt to contact such prior Holder in
the manner contemplated by Section 4.01(g) as if such Holder had failed to
surrender its Certificates.
(i) On each Distribution Date, any Excess Interest received with
respect to the Mortgage Loans during the related Collection Period shall be
distributed to the holders of the Class J Certificates, pro rata, based on their
initial Certificate Principal Amounts.
SECTION 4.02. Statements to Certificateholders; Collection Reports.
(a) On each Distribution Date, the Paying Agent shall forward by mail
to all of the Holders of each Class of Certificates, the Trustee, the
Underwriters, the Placement Agent, the Servicer, the Special Servicer and a
certain financial market publisher (which initially shall be Bloomberg, L.P.,) a
statement (substantially in the form set forth as Exhibit H hereto) as to the
distributions made on such Distribution Date (each, a "Statement to
Certificateholders") setting forth:
(i) the amount of the distribution on such Distribution Date to the
Holders of such Class of Certificates in reduction of the Certificate
Balance thereof;
(ii) the amount of the distribution on such Distribution Date to the
Holders of such Class of Certificates allocable to Distributable
Certificate Interest;
(iii) the aggregate amount of current, outstanding and reimbursed
Advances made during the period from but not including the previous
Distribution Date to and including such Distribution Date;
<PAGE>
(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 of loans, their aggregate principal balance, weighted
average remaining term to maturity and weighted average Mortgage Rate of
the Mortgage Loans as of the end of the related Due Period for such
Distribution Date;
(vii) the number and aggregate principal balance of Mortgage Loans (A)
delinquent one month, (B) delinquent two months, (C) delinquent three or
more months and (D) as to which foreclosure proceedings have been
commenced;
(viii) the value of any REO Property included in the Trust Fund as of
the end of the related Due Period for such Distribution Date, based on the
most recent Appraisal or valuation;
(ix) the Available Distribution Amount for such Distribution Date;
(x) the Accrued Certificate Interest in respect of such Class of
Certificates for such Distribution Date, separately identifying any
Certificate Deferred Interest for such Distribution Date allocated to such
Class of Certificates;
(xi) the amount of the distribution on such Distribution Date to the
Holders of such Class of Certificates allocable to (A) Prepayment Premiums,
(B) Yield Maintenance Charges and (C) Excess Interest;
(xii) the Pass-Through Rate for such Class of Certificates for such
Distribution Date and the next succeeding Distribution Date;
(xiii) the Scheduled Principal Distribution Amount and the Unscheduled
Principal Distribution Amount for such Distribution Date;
(xiv) the Certificate Balance or Notional Amount, as the case may be,
of each Class of Certificates immediately before and immediately after such
Distribution Date, separately identifying any reduction therein as a result
of the allocation of any Collateral Support Deficit on such Distribution
Date and the aggregate amount of all reductions as a result of allocations
of Collateral Support Deficits to date;
(xv) the Certificate Factor for each Class of Regular Certificates
immediately following such Distribution Date;
(xvi) the amount of any Appraisal Reductions effected in connection
with such Distribution Date on a loan-by-loan basis, the total Appraisal
Reduction effected in
<PAGE>
connection with such Distribution Date and the total Appraisal Reduction
Amounts as of such Distribution Date;
(xvii) the number and related Stated Principal Balance of any Mortgage
Loans extended or modified during the related Due Period;
(xviii) the amount of any remaining Class Unpaid Interest Shortfall
for such Class as of such Distribution Date;
(xix) 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;
(xx) a loan-by-loan listing of each Mortgage Loan which was defeased
during the related Due Period; and
(xxi) in the case of the Residual Certificates, the amount of any
distributions on such Certificates pursuant to Sections 4.01(a) and (b).
In the case of information furnished pursuant to clauses (i), (ii),
(xi), (xviii) and (xix) above, the amounts shall be expressed as a dollar amount
in the aggregate for all Certificates of each applicable Class and per
Definitive Certificate.
Within a reasonable period of time after the end of each calendar
year, the Paying Agent shall furnish to the Trustee and each Person who at any
time during the calendar year was a Holder of a Certificate, a statement
containing the information set forth in clauses (i), (ii) and (xi) above as to
the applicable Class, aggregated for such calendar year or applicable portion
thereof during which such person was a Certificateholder, together with such
other information as the Paying Agent deems necessary or desirable, or that a
Certificateholder or Certificate Owner reasonably requests, to enable
Certificateholders to prepare their tax returns for such calendar year. Such
obligation of the Paying Agent shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the Paying
Agent pursuant to any requirements of the Code as from time to time are in
force.
On each Distribution Date, the Paying Agent shall forward to the
Depositor, to each Rating Agency, to each Holder of a Residual Certificate, to
the Servicer, to the Special Servicer, to the Trustee, to an agent designated by
the Directing Certificateholder (such agent shall initially be Simone Derderian
GMAC Commercial Mortgage Corporation, 650 Dresher Road, Horsham, Pennsylvania
19044 ) and to any other party that the Depositor may designate, a copy of the
Statement to Certificateholders forwarded to the Holders of the Regular
Certificates on such Distribution Date.
(b) With respect to each Distribution Date, the Servicer shall furnish
to the Paying Agent, Trustee, the Depositor, the Special Servicer and each
Rating Agency an accurate and complete Collection Report no later than the
Business Day immediately following
<PAGE>
the related P&I Advance Determination Date, but in no event later than 10:00
a.m. New York City time two Business Days prior to the related Distribution
Date, in each case containing the following information:
(i) the information to be provided to Certificateholders on such
Distribution Date pursuant to clauses (iii) through (viii) of Section
4.02(a); and
(ii) such other information in the Servicer's possession regarding the
Mortgage Loans and any REO Properties as the Paying Agent or the Trustee
may reasonably request to perform their respective duties hereunder or that
any Rating Agency requests.
The Collection Report may be in the form of more than one report (if
necessary and appropriate), and shall be provided by the Servicer to the Special
Servicer, the Paying Agent and the Trustee in CSSA format. None of the Paying
Agent, the Trustee or the Depositor shall have any obligation to recompute,
verify or recalculate the information provided thereto by the Servicer in the
Collection Report. Unless the Paying Agent has actual knowledge that any
Collection Report contains erroneous information, the Paying Agent is authorized
to rely thereon in calculating and making distributions to Certificateholders in
accordance with Section 4.01, preparing the statements to Certificateholders
required by Section 4.02(a) and allocating Collateral Support Deficit to the
Certificates in accordance with Section 4.04.
(c) As soon as reasonably practicable, upon the written request of any
Certificateholder, the Certificate Registrar shall provide the requesting
Certificateholder with such information that is in the Certificate Registrar's
possession or can reasonably be obtained by the Paying Agent or the Trustee as
is requested by such Certificateholder, for purposes of satisfying applicable
reporting requirements under Rule 144A under the Securities Act. In addition,
pursuant to Section 8.12(b), the Paying Agent shall provide a financial market
publisher (which shall initially be Bloomberg, L.P.) certain current information
with respect to the Mortgaged Properties as set forth on Schedule I hereto.
(d) The Paying Agent shall file with the Commission, in respect of the
Trust Fund, the Uncertificated Lower-Tier Interests and the Certificates, copies
of the information, documents and other reports (or copies of such portions of
any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act (including Statement to
Certificateholders issued pursuant to Section 4.02(a) by means of a Current
Report on Form 8-K and an Annual Report on Form 10-K). The Servicer and the
Special Servicer agree to provide the Paying agent with such information in a
timely fashion as may be requested by the Paying Agent in connection with such
Exchange Act reports. In the event that the Depositor determines that electronic
filing through the EDGAR System is required for any reports, the Depositor may
either (x) request that the Paying Agent process such filing or (y) cause the
filing to be processed by the Depositor or its designee upon receipt from the
Paying Agent of the reports, documents and other information described above.
Notwithstanding the
<PAGE>
foregoing, the Depositor shall file with the Commission, within fifteen days
after the Closing Date, a Current Report on Form 8-K together with this
Agreement.
SECTION 4.03. P&I Advances.
(a) On or before 12:30 p.m., New York City time, on each P&I Advance
Date, the Servicer shall either (i) deposit into the Distribution Account from
its own funds an amount equal to the aggregate amount of P&I Advances, if any,
to be made in respect of the related Distribution Date, (ii) apply amounts held
in the Certificate Account for future distribution to Certificateholders in
subsequent months in discharge of any such obligation to make P&I Advances or
(iii) make P&I Advances in the form of any combination of (i) and (ii)
aggregating the total amount of P&I Advances to be made. Any amounts held in the
Certificate Account for future distribution and so used to make P&I Advances
shall be appropriately reflected in the Servicer's records and replaced by the
Servicer by deposit in the Certificate Account on or before the next succeeding
P&I Advance Determination Date (to the extent not previously replaced through
the deposit of Late Collections of the delinquent principal and/or interest in
respect of which such P&I Advances were made). The Servicer shall notify the
Trustee by a certificate of the Servicing Officer of (i) the aggregate amount of
P&I Advances for a Distribution Date and (ii) the amount of any Nonrecoverable
P&I Advances for such Distribution Date, on or before 3 Business Days prior to
such Distribution Date. If the Servicer fails to make a required P&I Advance by
12:30 p.m., New York City time, on any P&I Advance Date, the Trustee shall make
such P&I Advance pursuant to Section 7.05 by 11:30 a.m., New York City time, on
the immediately succeeding Business Day. In the event that the Servicer fails to
make a required P&I Advance hereunder, the Paying Agent shall notify the Trustee
of such circumstances by 1:00 p.m. (New York City time) on the related P&I
Advance Date.
(b) Subject to Section 4.03(c) and (e) below, the aggregate amount of
P&I Advances to be made by the Servicer with respect to any Distribution Date
shall equal the aggregate of: (i) all Monthly Payments (in each case, net of
related Servicing Fees) other than Balloon Payments, that were due during the
related Due Period and delinquent as of the close of business on the Business
Day preceding the related P&I Advance Date (or not advanced by any Sub-Servicer
on behalf of the Servicer) and (ii) with respect to each Mortgage Loan as to
which the related Balloon Payment was due during or prior to the related Due
Period and was delinquent as of the end of the related Due Period (including any
REO Loan as to which the Balloon Payment would have been past due), an amount
equal to the Assumed Scheduled Payment therefor. Subject to subsection (c)
below, the obligation of the Servicer to make such P&I Advances is mandatory,
and with respect to any Mortgage Loan or REO Loan, shall continue until the
Distribution Date on which the proceeds, if any, received in connection with a
Liquidation Event with respect thereto are to be distributed.
(c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance.
<PAGE>
(d) In connection with the recovery of any P&I Advance out of the
Certificate Account pursuant to Section 3.05(a), the Servicer shall be entitled
to pay itself or the Trustee and as the case may be (in reverse of such order
with respect to any Mortgage Loan), out of any amounts then on deposit in the
Certificate Account, interest at the Reimbursement Rate in effect from time to
time, accrued on the amount of such P&I Advance from the date made to but not
including the date of reimbursement. The Servicer shall reimburse itself or the
Trustee, as the case may be, for any outstanding P&I Advance as soon as
practicably possible after funds available for such purpose are deposited in the
Certificate Account.
(e) Notwithstanding the foregoing, (i) neither the Servicer nor the
Trustee shall be required to make an advance for Excess Interest, Penalty
Charges, Prepayment Premiums or Yield Maintenance Charges and (ii) the amount
required to be advanced in respect of delinquent Monthly Payments or Assumed
Scheduled Payments on Mortgage Loans that have been subject to an Appraisal
Reduction Event will equal, with respect to any Distribution Date and any
Mortgage Loan, the amount that would be required to be advanced by the Servicer
without giving effect to the Appraisal Reduction less any Appraisal Reduction
Amount with respect to such Mortgage Loan for such Distribution Date.
SECTION 4.04. Allocation of Collateral Support Deficit.
(a) On each Distribution Date, immediately following the distributions
to be made on such date pursuant to Section 4.01 and the allocation of
Certificate Deferred Interest pursuant to Section 4.06, the Paying Agent shall
calculate the amount, if any, by which (i) the aggregate Stated Principal
Balance of the Mortgage Loans and any REO Loans expected to be outstanding
immediately following such Distribution Date, is less than (ii) the then
aggregate Certificate Balance of the Regular Certificates after giving effect to
distributions of principal on such Distribution Date and the allocation of
Certificate Deferred Interest pursuant to Section 4.06 (any such deficit, the
"Collateral Support Deficit"). Any allocation of Collateral Support Deficit to a
Class of Regular Certificates shall be made by reducing the Certificate Balance
thereof by the amount so allocated. Any Collateral Support Deficit allocated to
a Class of Regular Certificates shall be allocated among the respective
Certificates of such Class in proportion to the Percentage Interests evidenced
thereby. The allocation of Collateral Support Deficit shall constitute an
allocation of losses and other shortfalls experienced by the Trust Fund.
Reimbursement of previously allocated Collateral Support Deficit will not
constitute distributions of principal for any purpose and will not result in an
additional reduction in the Certificate Balance of the Class of Certificates in
respect of which any such reimbursement is made.
(b) On each Distribution Date, the Certificate Balances of the Regular
Certificates will be reduced without distribution as a write-off to the extent
of any Collateral Support Deficit, if any, allocable to such Certificates with
respect to such Distribution Date. Any such write-off shall be allocated among
the respective Certificates as follows: first, to the Class J Certificates;
second, to the Class I Certificates; third, to the Class H Certificates; fourth,
to the Class G Certificates; fifth, to the Class F Certificates; sixth, to the
Class E
<PAGE>
Certificates; seventh, to the Class D Certificates; eighth, to the Class C
Certificates; ninth, to the Class B Certificates, in each case, until the
remaining Certificate Balance of each such Class of Certificates has been
reduced to zero and tenth, to the Class A-1 Certificates and the Class A-2
Certificates pro rata (based upon Certificate Balance), until the remaining
Certificate Balances of such Classes of Certificates have been reduced to zero.
(c) With respect to any Distribution Date, any Collateral Support
Deficit allocated to a Class of Certificates pursuant to Section 4.04(b) with
respect to such Distribution Date shall reduce the Lower-Tier Principal Amount
of the Related Uncertificated Lower-Tier Interest with respect thereto as a
write-off.
SECTION 4.05. Appraisal Reductions.
The aggregate Appraisal Reduction will be allocated by the Paying
Agent on each Distribution Date, only for purposes of determining the identity
of the Controlling Class and Voting Rights and the amount of P&I Advances with
respect to the related Mortgage Loan, to the Certificate Balance of the Class J,
Class I, Class H, Class G, Class F, Class E, Class D, Class C and Class B
Certificates, in that order, up to the amount of their respective Certificate
Balances. On any Distribution Date, an Appraisal Reduction that otherwise would
be allocated to a Class of Certificates will be allocated to the next most
subordinate Class to the extent that the Certificate Balance on such
Distribution Date for such Class of Certificates (prior to taking the Appraisal
Reduction into account) is less than the Appraisal Reduction for such
Distribution Date.
SECTION 4.06. Certificate Deferred Interest.
(a) On each Distribution Date, the amount of interest distributable to
a Class of Certificates (other than the Class X Certificates) shall be reduced
by an amount equal to the amount of Mortgage Deferred Interest for all Mortgage
Loans for the Due Dates occurring in the related Due Period allocated to such
Class of Certificates, such Mortgage Deferred Interest to be allocated first to
the Class J Certificates, second to the Class I Certificates, third to the Class
H Certificates, fourth to the Class G Certificates, fifth to the Class F
Certificates, sixth to the Class E Certificates, seventh to the Class D
Certificates, eighth to the Class C Certificates; ninth to the Class B
Certificates and tenth, pro rata (based upon Accrued Certificate Interest), to
the Class A-1 and Class A-2 Certificates, in each case up to the respective
Accrued Certificate Interest for each such Class of Certificates for such
Distribution Date.
(b) On each Distribution Date, the Certificate Balances of the Class
A-1, Class A-2, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class I and Class J Certificates shall be increased by the amount of the
Certificate Deferred Interest allocated to such Class of Certificates on such
Distribution Date pursuant to Section 4.06(a) above.
(c) With respect to any Distribution Date, any Certificate Deferred Interest
with respect to such Distribution Date allocated pursuant to Section 4.06(a) to
a Class of Certificates shall be allocated in reduction of the amount of
interest distributable to the Related Uncertificated
<PAGE>
Lower-Tier Interest with respect thereto. On each Distribution Date, to the
extent provided in Section 4.06(b), Certificate Deferred Interest will be added
to the Lower-Tier Principal Amount of the Uncertificated Lower-Tier Interests in
the same manner as the interest thereon was reduced pursuant to the preceding
sentence.
SECTION 4.07. Grantor Trust Reporting.
The parties intend that proceeds from the Excess Interest and the
Excess Interest Distribution Account shall be conducted so as to qualify as a
"grantor trust" under the Code, and the provisions thereof shall be interpreted
consistently with this intention. In furtherance of such intention, the Paying
Agent shall furnish or cause to be furnished to the Certificateholders and shall
file or cause to be filed with the Internal Revenue Service together with Form
1041 or such other form as may be applicable to the Holders of the Class J
Certificates entitled to income with respect to their allocable share of Excess
Interest at the time or times and in the manner required by the Code.
[End of Article IV]
ARTICLE V
THE CERTIFICATES
SECTION 5.01. The Certificates.
(a) The Certificates will be substantially in the respective forms
annexed hereto as Exhibits A-1 through and including A-14. The Certificates will
be issuable in registered form only; provided, however, that in accordance with
Section 5.03 beneficial ownership interests in the Regular Certificates shall
initially be held and transferred through the book-entry facilities of the
Depository. The Class R and Class LR Certificates will each be issuable in one
or more registered, definitive physical certificates (each, a "Definitive
Certificate") substantially in the form of Certificates of each Class and with
such applicable legends as are set forth in the Exhibits hereto corresponding to
such Class. Each Certificate will share ratably in all rights of the related
Class. The Class X Certificates will be issuable only in minimum Denominations
of authorized initial Notional Amount of not less than $1,000,000 and in
integral multiples of $1,000 in excess thereof. The Offered Certificates (other
than the Class X Certificates) will be issuable only in minimum Denominations of
authorized initial Certificate Balance of not less than $25,000, and in integral
multiples of $1,000 in excess thereof. The Non-Registered Certificates (other
than the Residual Certificates) will be issuable in minimum Denominations of
authorized initial Certificate Balance of not less than $250,000, and in
integral multiples of $1,000 in excess thereof. If the Original Certificate
Balance or initial Notional Amount, as applicable, of any Class does not equal
an integral multiple of $1,000, then a single additional Certificate of such
Class may be issued in a minimum denomination of authorized initial Certificate
Balance or initial Notional Amount, as applicable, that includes the excess of
(i) the Original Certificate Balance or initial Notional Amount, as applicable,
of such Class over (ii) the largest integral multiple of $1,000
<PAGE>
that does not exceed such amount. The Class R and Class LR Certificates will be
issuable only in one or more Definitive Certificates in denominations
representing Percentage Interests of not less than 20%. With respect to any
Certificate or any beneficial interest in a Certificate, the "Denomination"
thereof shall be (i) the amount (a) set forth on the face thereof or, (b) set
forth on a schedule attached thereto or (c) in the case of any beneficial
interest in a Book-Entry Certificate, the interest of the related Certificate
Owner in the applicable Class of Certificates as reflected on the books and
records of the Depository or related Participants, as applicable, (ii) expressed
in terms of initial Certificate Balance or initial Notional Amount, as
applicable, and (iii) be in an authorized denomination, as set forth above. The
Book-Entry Certificates will be issued as one or more certificates registered in
the name of a nominee designated by the Depository, and Certificate Owners will
hold interests in the Book-Entry Certificates through the book-entry facilities
of the Depository in the minimum Denominations and aggregate Denominations as
set forth in the above. No Certificate Owner of a Book-Entry Certificate of any
Class thereof will be entitled to receive a Definitive Certificate representing
its interest in such Class, except as provided in Section 5.03 herein. Unless
and until Definitive Certificates are issued in respect of a Class of Book-Entry
Certificates, beneficial ownership interests in such Class of Certificates will
be maintained and transferred on the book-entry records of the Depository and
Depository Participants, and all references to actions by Holders of such Class
of Certificates will refer to action taken by the Depository upon instructions
received from the related registered Holders of Certificates through the
Depository Participants in accordance with the Depository's procedures and,
except as otherwise set forth herein, all references herein to payments,
notices, reports and statements to Holders of such Class of Certificates will
refer to payments, notices, reports and statements to the Depository or its
nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in
accordance with the Depository's procedures.
(b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Certificate Registrar by an authorized officer.
Certificates bearing the manual or facsimile signatures of individuals who were
at any time the authorized officers of the Certificate Registrar shall be
entitled to all benefits under this Agreement, subject to the following
sentence, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Certificates
or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Authenticating Agent by manual signature, and such certificate of authentication
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication. The Chase
Manhattan Bank, 450 West 33rd Street, 15th Floor, New York, New York 10001, is
hereby initially appointed Authenticating Agent with power to act on the
Trustee's behalf in the authentication and delivery of the Certificates in
connection with transfers and exchanges as herein provided. If The Chase
Manhattan Bank is removed as Paying Agent, then The Chase Manhattan Bank shall
be terminated as Authenticating Agent. If the Authenticating Agent resigns or is
terminated, the Trustee shall appoint a successor Authenticating Agent which may
be the Trustee or an Affiliate thereof.
<PAGE>
(c) Any of the Certificates may be issued with appropriate insertions,
omissions, substitutions and variations, and may have imprinted or otherwise
reproduced thereon such legend or legends, not inconsistent with the provisions
of this Agreement, as may be required to comply with any law or with rules or
regulations pursuant thereto, or with the rules of any securities market in
which the Certificates are admitted to trading, or to conform to general usage.
SECTION 5.02. Registration of Transfer and Exchange of Certificates.
(a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Chase Manhattan Bank, 450 West 33rd Street, 15th Floor, New York, New York
10001 is hereby initially appointed Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided. The Certificate Registrar may appoint, by a written instrument
delivered to the Depositor, the Trustee, the Special Servicer and the Servicer,
any other bank or trust company to act as Certificate Registrar under such
conditions as the predecessor Certificate Registrar may prescribe, provided that
the predecessor Certificate Registrar shall not be relieved of any of its duties
or responsibilities hereunder by reason of such appointment. If The Chase
Manhattan Bank resigns or is removed as Certificate Registrar, the Trustee shall
immediately succeed to its predecessor's duties as Certificate Registrar. If The
Chase Manhattan Bank is removed as Paying Agent, then The Chase Manhattan Bank
shall be removed as Certificate Registrar. The Depositor, the Trustee, the
Paying Agent, the Servicer and the Special Servicer shall have the right to
inspect the Certificate Register or to obtain a copy thereof at all reasonable
times, and to rely conclusively upon a certificate of the Certificate Registrar
as to the information set forth in the Certificate Register. The names and
addresses of all Certificateholders and the names and addresses of the
transferees of any Certificates shall be registered in the Certificate Register;
provided, however, in no event shall the Certificate Registrar be required to
maintain in the Certificate Register the names of Certificate Owners. The Person
in whose name any Certificate is so registered shall be deemed and treated as
the sole owner and Holder thereof for all purposes of this Agreement and the
Certificate Registrar, the Servicer, the Trustee, the Paying Agent, the Special
Servicer and any agent of any of them shall not be affected by any notice or
knowledge to the contrary. A Definitive Certificate is transferable or
exchangeable only upon the surrender of such Certificate to the Certificate
Registrar at its office maintained at 450 West 33rd Street, New York, New York
10001 or at the Corporate Trust Office, if the Trustee is the Certificate
Registrar (the "Registrar Office") together with an assignment and transfer
(executed by the Holder or his duly authorized attorney). Subject to the
requirements of Sections 5.02(b), (c) and (d), the Certificate Registrar shall
execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in
Denominations of a like aggregate Denomination as the Definitive Certificate
being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Section 5.02(e). Each Certificate surrendered for
registration of transfer
<PAGE>
shall be canceled, and the Certificate Registrar shall hold such canceled
Certificates in accordance with its standard procedures.
(b) No transfer of any Non-Registered Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer (other than one by the Depositor to
an Affiliate thereof) is to be made in reliance upon an exemption from the
Securities Act, and under the applicable state securities laws, then either: (i)
the Certificate Registrar shall require that the transferee deliver to the
Certificate Registrar an investment representation letter (the "Investment
Representation Letter") substantially in the form of Exhibit C attached hereto,
which Investment Representation Letter shall certify, among other things, that
the transferee is an institutional "accredited investor" as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (an
"Institutional Accredited Investor") or a "qualified institutional buyer" as
defined in Rule 144A under the Securities Act (a "Qualified Institutional
Buyer"), and the Certificate Registrar may also require that the transferee
deliver to the Certificate Registrar an Opinion of Counsel if such transferee is
not a Qualified Institutional Buyer or (ii) if the certifications described in
the preceding clause (i) cannot be provided, (a) the Certificate Registrar shall
require an Opinion of Counsel reasonably satisfactory to the Certificate
Registrar and the Depositor that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from
registration or qualification under the Securities Act, applicable state
securities laws and other relevant laws, which Opinion of Counsel shall not be
an expense of the Trust Fund, the Certificate Registrar, the Depositor or the
Trustee and (b) the Certificate Registrar shall require the transferor to
execute a certification in form and substance satisfactory to the Certificate
Registrar setting forth the facts surrounding such transfer; provided, however,
that a transfer of a Non-Registered Certificate of any such Class may be made to
a trust if the transferor provides to the Certificate Registrar and to the
Trustee a certification that interests in such trust may only be transferred
subject to requirements substantially to the effect set forth in this Section
5.02. The Certificate Registrar will furnish, or cause to be furnished, upon the
request of any Holder of Non-Registered Certificates, to a prospective purchaser
of such Non-Registered Certificates who is a Qualified Institutional Buyer, such
information as is specified in paragraph (d)(4) of Rule 144A with respect to the
Trust Fund, unless, at the time of such request, the entity with respect to
which such information is to be provided is subject to the reporting
requirements of Section 15(d) of the Exchange Act. None of the Depositor, the
Trustee, the Servicer or the Certificate Registrar is obligated to register or
qualify any Class of Non-Registered Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under this
Agreement to permit the transfer of any Non-Registered Certificate without
registration or qualification. Any Holder of a Non-Registered Certificate
desiring to effect such a transfer shall, and does hereby agree to, indemnify
the Depositor, the Trustee, the Servicer and the Certificate Registrar against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws. Unless the Certificate Registrar
determines otherwise in accordance with applicable law and the rules and
procedures of, or applicable to, the Depository (the "Depository Rules"),
transfers of a beneficial interest in a Book-Entry Certificate representing an
interest in a Non-
<PAGE>
Registered Certificate that is not rated in one of the top four categories by a
nationally recognized statistical rating organization to (i) an Institutional
Accredited Investor will require delivery in the form of a Definitive
Certificate and the Certificate Registrar shall register such transfer only upon
compliance with the foregoing provisions of this Section 5.02(b) or (ii) a
Qualified Institutional Buyer may only be effectuated by means of an "SRO Rule
144A System" approved for such purpose by the Commission.
<PAGE>
Unless the Non-Registered Certificates have been registered under the
Securities Act, each of the Non-Registered Certificates shall bear a legend
substantially to the following effect:
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF
AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE
SECURITIES LAWS AND (a) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT,
(b) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (c) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (d) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE
TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE LAST PAGE OF THIS
CERTIFICATE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH
SUBSEQUENT PURCHASER OF THIS CERTIFI-
<PAGE>
CATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN,
IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER
REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM
OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT IF SUCH
TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR AN
INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED
TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A.
(c) With respect to the Subordinate Certificates, no sale, transfer,
pledge or other disposition by any Holder of any such Certificate shall be made
unless the Certificate Registrar shall have received either (i) a representation
letter from the proposed purchaser or transferee of such Certificate
substantially in the form of Exhibit G attached hereto, to the effect that such
proposed purchaser or transferee is not (a) an employee benefit plan subject to
the fiduciary responsibility provisions of ERISA or Section 4975 of the Code, or
a governmental plan (as defined in Section 3(32) of ERISA) subject to any
federal, state or local law ("Similar Law") which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code (each a "Plan") or (b)
a person acting on behalf of or using the assets of any such Plan (including an
entity whose underlying assets include Plan assets by reason of investment in
the entity by such Plan and the application of Department of Labor Regulation
Section 2510.3-101), other than an insurance company using the assets of its
general account under circumstances whereby the purchase and holding of such
Certificates by such insurance company would be exempt from the prohibited
transaction provisions of ERISA and the Code under Prohibited Transaction Class
Exemption 95-60 or (ii) if such Certificate is presented for registration in the
name of a purchaser or transferee that is any of the foregoing, an Opinion of
Counsel in form and substance satisfactory to the Certificate Registrar and the
Depositor to the effect that the acquisition and holding of such Certificate by
such purchaser or transferee will not result in the assets of the Trust Fund
being deemed to be "plan assets" and subject to the fiduciary responsibility
provisions of ERISA, the prohibited transaction provisions of the Code or the
provisions of any Similar Law, will not constitute or result in a "prohibited
transaction" within the meaning of ERISA, Section 4975 of the Code or any
Similar Law, and will not subject the Trustee, the Certificate Registrar, the
Servicer, the Special Servicer, the Paying Agent, the Underwriters, the
Placement Agent or the Depositor to any obligation or liability (including
obligations or liabilities under ERISA, Section 4975 of the Code or any such
Similar Law) in addition to those set forth in the Agreement. The Certificate
Registrar shall not register the sale, transfer, pledge or other disposition of
any such Certificate unless the Certificate Registrar has received either the
representation letter described in clause (i) above or the Opinion of Counsel
described in clause (ii) above. The costs of any of the foregoing representation
letters or Opinions of Counsel shall not be borne by any of the Depositor, the
<PAGE>
Servicer, the Special Servicer, the Trustee, the Paying Agent, the Underwriters,
the Placement Agent, the Certificate Registrar or and the Trust Fund. Each
Certificate Owner of a Subordinate Certificate shall be deemed to represent that
it is not a Person specified in clauses (a) or (b) above. Any transfer, sale,
pledge or other disposition of any such Certificates that would constitute or
result in a prohibited transaction under ERISA, Section 4975 of the Code or any
Similar Law, or would otherwise violate the provisions of this Section 5.02(c)
shall be deemed absolutely null and void ab initio, to the extent permitted
under applicable law.
So long as any of the Class of Certificates remains outstanding, the
Servicer will make available, or cause to be made available, upon request, to
any Holder and any Person to whom any such Certificate of any such Class of
Certificates may be offered or sold, transferred, pledged or otherwise disposed
of by such Holder, information with respect to the Servicer, the Special
Servicer or the Mortgage Loans which (i) is necessary to the provision of an
Opinion of Counsel described in this Section 5.02(c) and (ii) pertains to the
following: (A) whether the Servicer or the Special Servicer, or any Affiliate of
either, is an Affiliate of the Trustee, (B) which of the Mortgage Loans
constitute more than 5% of the aggregate unamortized principal balance of the
Mortgage Loans as of the Closing Date, and (C) the amount of compensation paid
to the Servicer, the Special Servicer and any sub-servicer pursuant to the terms
and provisions of this Agreement.
(d) (i) Each Person who has or who acquires any Ownership Interest in
a Residual Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following
provisions and to have irrevocably authorized the Paying Agent under clause
(ii) below to deliver payments to a Person other than such Person. The
rights of each Person acquiring any Ownership Interest in a Residual
Certificate are expressly subject to the following provisions:
(A) No Person holding or acquiring any Ownership Interest in a
Residual Certificate shall be a Disqualified Organization or agent
thereof (including a nominee, middleman or similar person) (an
"Agent"), a Plan or a Person acting on behalf of or investing the
assets of a Plan (such Plan or Person, an "ERISA Prohibited Holder")
or a Non-U.S. Person and shall promptly notify the Servicer, the
Trustee and the Certificate Registrar of any change or impending
change to such status;
(B) In connection with any proposed Transfer of any Ownership
Interest in a Residual Certificate, the Certificate Registrar shall
require delivery to it, and no Transfer of any Residual Certificate
shall be registered until the Certificate Registrar receives, an
affidavit substantially in the form attached hereto as Exhibit D-1 (a
"Transfer Affidavit") from the proposed Transferee, in form and
substance satisfactory to the Certificate Registrar, representing and
warranting, among other things, that such Transferee is not a
Disqualified Organization or Agent thereof, an ERISA Prohibited Holder
or a Non-U.S. Person, and that it has reviewed the provisions of this
Section 5.02(d) and agrees to be bound by them;
<PAGE>
(C) Notwithstanding the delivery of a Transfer Affidavit by a
proposed Transferee under clause (b) above, if the Certificate
Registrar has actual knowledge that the proposed Transferee is a
Disqualified Organization or Agent thereof, an ERISA Prohibited Holder
or a Non-U.S. Person, no Transfer of an Ownership Interest in a
Residual Certificate to such proposed Transferee shall be effected;
and
(D) Each Person holding or acquiring any Ownership Interest in a
Residual Certificate shall agree (1) to require a Transfer Affidavit
from any prospective Transferee to whom such Person attempts to
transfer its Ownership Interest in such Residual Certificate and (2)
not to transfer its Ownership Interest in such Residual Certificate
unless it provides to the Certificate Registrar a letter substantially
in the form attached hereto as Exhibit D-2 (a "Transferor Letter")
certifying that, among other things, it has no actual knowledge that
such prospective Transferee is a Disqualified Organization or Agent
thereof, an ERISA Prohibited Holder or a Non-U.S. Person.
(ii) If any purported Transferee shall become a Holder of a Residual
Certificate in violation of the provisions of this Section 5.02(d), then
the last preceding Holder of such Residual Certificate that was in
compliance with the provisions of this Section 5.02(d) shall be restored,
to the extent permitted by law, to all rights as Holder thereof retroactive
to the date of registration of such Transfer of such Residual Certificate.
None of the Trustee, the Servicer, the Authenticating Agent and the
Certificate Registrar shall be under any liability to any Person for any
registration of Transfer of a Residual Certificate that is in fact not
permitted by this Section 5.02(d) or for making any payments due on such
Certificate to the Holder thereof or for taking any other action with
respect to such Holder under the provisions of this Agreement; provided,
however, that the Certificate Registrar shall be under such liability for a
registration of Transfer of a Residual Certificate if it has actual
knowledge that the proposed Transferee is a Disqualified Organization or
Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Person in violation
of Section 5.02(d)(i)(C) above.
(iii) The Paying Agent shall make available to the Internal Revenue
Service and those Persons specified by the REMIC Provisions, upon written
request of the Trustee, all information in its possession and necessary to
compute any tax imposed as a result of the Transfer of an Ownership
Interest in a Residual Certificate to any Person who is a Disqualified
Organization or Agent thereof, including the information described in
Treasury regulations sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with
respect to the "excess inclusions" of such Residual Certificate.
(e) Subject to the restrictions on transfer and exchange set forth in
this Section 5.02, the Holder of any Definitive Certificate may transfer or
exchange the same in whole or in part (with a Denomination equal to any
authorized denomination) by surrendering such Certificate at the Registrar
Office or at the office of any successor Certificate Registrar or transfer agent
appointed by the Certificate Registrar, together with an instrument of
assignment
<PAGE>
or transfer (executed by the Holder or its duly authorized attorney), in the
case of transfer, and a written request for exchange in the case of exchange.
Subject to the restrictions on transfer set forth in this Section 5.02 and
Depository Rules, any Certificate Owner owning a beneficial interest in a
Non-Registered Certificate may cause the Certificate Registrar to request that
the Depository exchange such Certificate Owner's beneficial interest in a
Book-Entry for a Definitive Certificate or Certificates. Following a proper
request for transfer or exchange, the Certificate Registrar shall, within 5
Business Days of such request if made at such Registrar Office, or within 10
Business Days if made at the office of a transfer agent (other than the
Certificate Registrar), execute and deliver at such Registrar Office or at the
office of such transfer agent, as the case may be, to the transferee (in the
case of transfer) or Holder (in the case of exchange) or send by first class
mail (at the risk of the transferee in the case of transfer or Holder in the
case of exchange) to such address as the transferee or Holder, as applicable,
may request, a Definitive Certificate or Certificates, as the case may require,
for a like aggregate Denomination and in such Denomination or Denominations as
may be requested. The presentation for transfer or exchange of any Definitive
Certificate shall not be valid unless made at the Registrar Office or at the
office of a transfer agent by the registered Holder in person, or by a duly
authorized attorney-in-fact. The Certificate Registrar may decline to accept any
request for an exchange or registration of transfer of any Certificate during
the period of 15 days preceding any Distribution Date.
(f) In the event a Responsible Officer of the Certificate Registrar
becomes aware that a Definitive Certificate (other than a Definitive Certificate
issued in exchange for a Certificate representing an interest in the Class A-1,
Class A-2, Class B, Class C, Class D, Class E or Class X Certificates) or a
beneficial interest in a Book-Entry Certificate representing a Non-Registered
Certificate is being held by or for the benefit of a Person who is not an
Eligible Investor, or that such holding is unlawful under the laws of a relevant
jurisdiction, then the Certificate Registrar shall have the right to void such
transfer, if permitted under applicable law, or to require the investor to sell
such Definitive Certificate or beneficial interest in such Book-Entry
Certificate to an Eligible Investor within 14 days after notice of such
determination and each Certificateholder by its acceptance of a Certificate
authorizes the Certificate Registrar to take such action.
(g) The Certificate Registrar shall provide notice to the Trustee, the
Servicer, the Special Servicer, the Paying Agent and the Depositor of each
transfer of a Certificate on its books and records and to provide each such
Person with an updated copy of the Certificate Register on or about January 1st
and July 1st of each year, commencing January 1, 1999.
(h) No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in this Section 5.02 except as provided below. In
connection with any transfer to an Institutional Accredited Investor, the
transferor shall reimburse the Trust Fund for any costs (including the cost of
the Certificate Registrar's counsel's review of the documents and any legal
opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided herein) incurred by the Certificate Registrar in connection with
such transfer. With respect to any
<PAGE>
transfer or exchange of any Certificate, the Certificate Registrar may require
payment by each transferor of a sum sufficient to cover any tax, expense or
other governmental charge payable in connection with any such transfer or
exchange.
(i) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall hold such canceled Certificates in accordance with its standard
procedures.
SECTION 5.03. Book-Entry Certificates.
(a) The Regular Certificates shall initially be issued as one or more
Certificates registered in the name of the Depository or its nominee and, except
as provided in subsection (c) below, transfer of such Certificates may not be
registered by the Certificate Registrar unless such transfer is to a successor
Depository that agrees to hold such Certificates for the respective Certificate
Owners with Ownership Interests therein. Such Certificate Owners shall hold and
transfer their respective Ownership Interests in and to such Certificates
through the book-entry facilities of the Depository and, except as provided in
Section 5.02(e) above or subsection (c) below, shall not be entitled to
Definitive Certificates in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate Owner.
Each Depository Participant shall only transfer the Ownership Interests in the
Book-Entry Certificates of Certificate Owners it represents or of brokerage
firms for which it acts as agent in accordance with the Depository's normal
procedures.
(b) The Trustee, the Servicer, the Special Servicer, the Paying Agent,
the Depositor and the Certificate Registrar may for all purposes, including the
making of payments due on the Book-Entry Certificates, deal with the Depository
as the authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.
(c) If (i)(A) the Depositor advises the Trustee, the Paying Agent and
the Certificate Registrar in writing that the Depository is no longer willing or
able to properly discharge its responsibilities with respect to the Book-Entry
Certificates and (B) the Depositor is unable to locate a qualified successor, or
(ii) the Depositor at its option advises the Trustee, the Paying Agent and the
Certificate Registrar in writing that it elects to terminate the book-entry
system through the Depository, the Paying Agent shall notify the affected
Certificate Owners, through the Depository with respect to all, any Class or any
portion of any Class of
<PAGE>
the Certificates or (iii) the Trustee determines that Definitive Certificates
are required in accordance with the provisions of Section 5.03(e), of the
occurrence of any such event and of the availability of Definitive Certificates
to Certificate Owners requesting the same. Upon surrender to the Certificate
Registrar of the Book-Entry Certificates by the Depository or any custodian
acting on behalf of the Depository, accompanied by registration instructions
from the Depository for registration of transfer, the Certificate Registrar
shall execute, and the Authenticating Agent shall authenticate and deliver,
within 5 Business Days of such request if made at the Registrar Office, or
within 10 Business Days if made at the office of a transfer agent (other than
the Certificate Registrar), the Definitive Certificates to the Certificate
Owners identified in such instructions. None of the Depositor, the Paying Agent,
the Servicer, the Trustee, the Special Servicer, the Authenticating Agent and
the Certificate Registrar shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates for purposes of
evidencing ownership of any Class of Certificates, the registered Holders of
such Definitive Certificates shall be recognized as Certificateholders hereunder
and, accordingly, shall be entitled directly to receive payments on, to exercise
Voting Rights with respect to, and to transfer and exchange such Definitive
Certificates.
(d) The Book-Entry Certificates (i) shall be delivered by the
Certificate Registrar to the Depository, or pursuant to the Depository's
instructions, and shall be registered in the name of Cede & Co. and (ii) shall
bear a legend substantially to the following effect:
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Certificate Registrar for
registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co.
or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede &
Co., has an interest herein.
The Book-Entry Certificates may be deposited with such other
Depository as the Certificate Registrar may from time to time designate, and
shall bear such legend as may be appropriate.
(e) If the Trustee has instituted or has been directed to institute
any judicial proceeding in a court to enforce the rights of the
Certificateholders under the Certificates, and the Trustee has been advised by
counsel that in connection with such proceeding it is necessary or appropriate
for the Trustee to obtain possession of all or any portion of the Certificates
evidenced by Book-Entry Certificates, the Trustee may in its sole discretion
determine that such Certificates shall no longer be represented by such
Book-Entry Certificates. In such event, the Certificate Registrar will execute,
the Authenticating Agent will authenticate and the
<PAGE>
Certificate Registrar will deliver, in exchange for such Book-Entry
Certificates, Definitive Certificates in a Denomination equal to the aggregate
Denomination of such Book-Entry Certificates to the party so requesting such
Definitive Certificates. In such event, the Trustee shall notify the affected
Certificate Owners and make appropriate arrangements for the effectuation of the
purpose of this clause.
(f) Upon acceptance for exchange or transfer of a beneficial interest
in a Book-Entry Certificate for a Definitive Certificate, as provided herein,
the Certificate Registrar shall endorse on a schedule affixed to the related
Book-Entry Certificate (or on a continuation of such schedule affixed to such
Book-Entry Certificate and made a part thereof) an appropriate notation
evidencing the date of such exchange or transfer and a decrease in the
Denomination of such Book-Entry Certificate equal to the Denomination of such
Definitive Certificate issued in exchange therefor or upon transfer thereof.
(g) If a Holder of a Definitive Certificate wishes at any time to
transfer such Certificate to a Person who wishes to take delivery thereof in the
form of a beneficial interest in the Book-Entry Certificate, such transfer may
be effected only in accordance with Depository Rules and this Section 5.03(g).
Upon receipt by the Certificate Registrar at the Registrar Office of (i) the
Definitive Certificate to be transferred with an assignment and transfer
pursuant to Section 5.02(a), (ii) written instructions given in accordance with
Depository Rules directing the Certificate Registrar to credit or cause to be
credited to another account a beneficial interest in the related Book-Entry
Certificate, in an amount equal to the Denomination of the Definitive
Certificate to be so transferred, (iii) a written order given in accordance with
the Depository Rules containing information regarding the account to be credited
with such beneficial interest and (iv) if the affected Certificate is a
Non-Registered Certificate an Investment Representation Letter from the
transferee to the effect that such transferee is a Qualified Institutional
Buyer, the Certificate Registrar shall cancel such Definitive Certificate,
execute and deliver a new Definitive Certificate for the Denomination of the
Definitive Certificate not so transferred, registered in the name of the Holder
or the Holder's transferee (as instructed by the Holder), and the Certificate
Registrar shall instruct the Depository or the custodian holding such Book-Entry
Certificate on behalf of the Depository to increase the Denomination of the
related Book-Entry Certificate by the Denomination of the Definitive Certificate
to be so transferred, and to credit or cause to be credited to the account of
the Person specified in such instructions a corresponding Denomination of such
Book-Entry Certificate.
SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate and (ii) there is delivered to
the Trustee and the Certificate Registrar such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of actual
notice to the Trustee or the Certificate Registrar that such Certificate has
been acquired by a bona fide purchaser, the Certificate Registrar shall execute,
and the Authenticating Agent shall authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of the same Class and of like
<PAGE>
Percentage Interest. Upon the issuance of any new Certificate under this
Section, the Trustee and the Certificate Registrar may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses of
the Trustee and the Certificate Registrar) connected therewith. Any replacement
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
SECTION 5.05. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of
transfer, the Depositor, the Servicer, the Special Servicer, the Trustee, the
Paying Agent, the Certificate Registrar and any agents of any of them may treat
the person in whose name such Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01
and for all other purposes whatsoever, except as and to the extent provided in
the definition of "Certificateholder," and none of the Depositor, the Servicer,
the Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar
and any agent of any of them shall be affected by notice to the contrary except
as provided in Section 5.02(d).
SECTION 5.06. Appointment of Paying Agent.
(a) The Chase Manhattan Bank, 450 West 33rd Street, 15th Floor, New
York, New York 10001 is hereby initially appointed Paying Agent to act on the
Trustee's behalf in accordance with the terms of this Agreement. If the Paying
Agent resigns or is terminated, the Trustee shall appoint a successor Paying
Agent which may be the Trustee or an Affiliate thereof. The Trustee shall enter
into a side agreement with the Paying Agent, which agreement shall set forth the
amount of compensation the Paying Agent is entitled to retain from amounts
otherwise payable to the Trustee pursuant to Sections 3.05 and 8.05 of the
Pooling Agreement.
(b) The Paying Agent may rely upon and shall be protected in acting or
refraining from acting upon any resolution, Officer's Certificate, certificate
of auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, Appraisal, bond or other paper or document
reasonably believed by it to be genuine and to have been signed or presented by
the proper party or parties;
(c) The Paying Agent may consult with counsel and the written advice
of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance therewith;
(d) The Paying Agent shall not be personally liable for any action
reasonably taken, suffered or omitted by it in good faith and believed by it to
be authorized or within the discretion or rights or powers conferred upon it by
this Agreement;
<PAGE>
(e) The Paying Agent may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys; provided, however, that the appointment of such agents or attorneys
shall not relieve the Paying Agent of its duties or obligations hereunder;
(f) The Paying Agent shall not be responsible for any act or omission
of the Servicer or the Special Servicer or of the Depositor.
[End of Article V]
<PAGE>
ARTICLE VI
THE DEPOSITOR, THE
SERVICER AND THE SPECIAL SERVICER
SECTION 6.01. Liability of the Depositor, the Servicer and the
Special Servicer.
The Depositor, the Servicer and the Special Servicer shall be liable
in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Servicer and the
Special Servicer herein.
SECTION 6.02. Merger, Consolidation or Conversion of the Depositor,
the Servicer or the Special Servicer.
(a) Subject to subsection (b) below, the Depositor, the Servicer and
the Special Servicer each will keep in full effect its existence, rights and
franchises as a corporation under the laws of the jurisdiction of its
incorporation or organization, and each will obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) The Depositor, the Servicer and the Special Servicer each may be
merged or consolidated with or into any Person, or transfer all or substantially
all of its assets to any Person, in which case any Person resulting from any
merger or consolidation to which the Depositor, the Servicer or the Special
Servicer shall be a party, or any Person succeeding to the business of the
Depositor, the Servicer or the Special Servicer, shall be the successor of the
Depositor, the Servicer and the Special Servicer, as the case may be, hereunder,
without the execution or filing of any paper (other than an assumption agreement
wherein the successor shall agree to perform the obligations of and serve as the
Depositor, the Servicer or the Special Servicer, as the case may be, in
accordance with the terms of this Agreement) or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that such merger, consolidation or succession will not result
in a withdrawal, downgrading or qualification of the then-current ratings of the
Classes of Certificates that have been so rated (as evidenced by a letter to
such effect from each Rating Agency).
SECTION 6.03. Limitation on Liability of the Depositor, the
Servicer, the Special Servicer and Others.
(a) Neither the Depositor, the Servicer, the Special Servicer nor any
of the directors, officers, employees or agents of any of the foregoing shall be
under any liability to the Trust or the Certificateholders for any action taken
or for refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however,
<PAGE>
that this provision shall not protect the Depositor, the Servicer, the Special
Servicer or any such Person against any breach of warranties or representations
made herein or any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of negligent disregard of obligations and duties hereunder. The
Depositor, the Servicer, the Special Servicer and any general partner of the
foregoing and any director, officer, employee or agent of the Depositor, the
Servicer, the Special Servicer or any such general partner may rely in good
faith on any document of any kind which, prima facie, is properly executed and
submitted by any Person respecting any matters arising hereunder. The Depositor,
the Servicer, the Special Servicer and any general partner of the foregoing and
any director, officer, employee or agent of any of the foregoing shall be
indemnified and held harmless by the Trust against any loss, liability or
expense incurred in connection with any legal action relating to this Agreement
or the Certificates, other than any loss, liability or expense: (i) specifically
required to be borne thereby pursuant to the terms hereof; (ii) incurred in
connection with any breach of a representation, warranty or covenant made by it
herein; (iii) incurred by reason of bad faith, willful misconduct or negligence
in the performance of its obligations or duties hereunder, or by reason of
negligent disregard of such obligations or duties or (iv) in the case of the
Depositor and any of its directors, officers, employees and agents, incurred in
connection with any violation by any of them of any state or federal securities
law.
(b) None of the Depositor, the Servicer and the Special Servicer shall
be under any obligation to appear in, prosecute or defend any legal or
administrative action, proceeding, hearing or examination that is not incidental
to its respective duties under this Agreement and which in its opinion may
involve it in any expense or liability; provided, however, that the Depositor,
the Servicer or the Special Servicer may in its discretion undertake any such
action, proceeding, hearing or examination that it may deem necessary or
desirable in respect to this Agreement and the rights and duties of the parties
hereto and the interests of the Certificateholders hereunder. In such event, the
legal expenses and costs of such action, proceeding, hearing or examination and
any liability resulting therefrom shall be expenses, costs and liabilities of
the Trust Fund, and the Depositor, the Servicer and the Special Servicer shall
be entitled to be reimbursed therefor out of amounts attributable to the
Mortgage Loans on deposit in the Certificate Account as provided by Section
3.05(a).
(c) Each of the Servicer and the Special Servicer agrees to indemnify
the Depositor, the Trustee and the Trust and any director, officer, employee or
agent thereof, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures, legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses that any of them may sustain
arising from or as a result of any willful misfeasance, bad faith or negligence
of the Servicer or the Special Servicer, as the case may be, in the performance
of its obligations and duties under this Agreement (including acts or omissions
occurring in their capacity as agent for the Trustee) or by reason of negligent
disregard by the Servicer or the Special Servicer, as the case may be, of its
duties and obligations hereunder or by reason of breach of any representations
or warranties made herein. The Trustee or the Depositor, as the case may be,
shall immediately notify the Servicer or the Special Servicer, as applicable, if
a claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling
<PAGE>
it to indemnification hereunder, whereupon the Servicer or the Special Servicer,
as the case may be, shall assume the defense of such claim (with counsel
reasonably satisfactory to the Trustee or the Depositor) and pay all expenses in
connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Servicer or the Special
Servicer, as the case may be, shall not affect any rights any of the foregoing
Persons may have to indemnification under this Agreement or otherwise, unless
the Servicer's, or the Special Servicer's, as the case may be, defense of such
claim is materially prejudiced thereby. The indemnification provided herein
shall survive the termination of this Agreement and the termination or
resignation of the Servicer, the Trustee and the Special Servicer.
SECTION 6.04. Depositor, Servicer and Special Servicer Not to
Resign; Assignment.
(a) Subject to the provisions of Section 6.02, none of the Depositor,
the Servicer and the Special Servicer shall resign from their respective
obligations and duties hereby imposed on each of them except upon (a)
determination that such party's duties hereunder are no longer permissible under
applicable law or (b) in the case of the Servicer, upon the appointment of, and
the acceptance of such appointment by, a successor Servicer and receipt by the
Trustee of written confirmation from each applicable Rating Agency that such
resignation and appointment will not cause such Rating Agency to downgrade,
withdraw or qualify any of the then current ratings assigned by such Rating
Agency to any Class of Certificates. Only the Servicer shall be permitted to
resign pursuant to clause (b) above. Any such determination permitting the
resignation of the Depositor, the Servicer or the Special Servicer pursuant to
clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of
the resigning party) to such effect delivered to the Trustee. Notwithstanding
anything set forth herein to the contrary, GMAC Commercial Mortgage Corporation
may transfer and assign its rights and obligations hereunder to an affiliate of
GMAC Commercial Mortgage Corporation, provided, that GMAC Commercial Mortgage
Corporation receives written confirmation from each Rating Agency that such
assignment will not, in and of itself, cause the downgrading, withdrawal or
qualification of any of the ratings on any Class of Certificates then-rated by
the Rating Agencies. No such resignation by the Servicer or the Special Servicer
shall become effective until the Trustee or a successor Servicer shall have
assumed the Servicer's or Special Servicer's, as applicable, responsibilities
and obligations in accordance with Section 7.02.
(b) The Servicer may transfer and assign its rights and obligations
hereunder only to the extent (i) it has obtained written consent of the
Depositor, and (ii) it receives written confirmation from each Rating Agency
that such assignment will not, in and of itself, cause the downgrading,
withdrawal or qualification of any of the ratings on any Class of Certificates
then-rated by the Rating Agencies. No such assignment by the Servicer shall
become effective until the successor Servicer shall have assumed the Servicer's
responsibilities and obligations in accordance with Section 7.02.
<PAGE>
SECTION 6.05. Rights of the Depositor in Respect of the Servicer and
the Special Servicer.
The Depositor may, but is not obligated to, enforce the obligations of
the Servicer and the Special Servicer hereunder and may, but is not obligated
to, perform, or cause a designee to perform, any defaulted obligation of the
Servicer and the Special Servicer hereunder or exercise the rights of the
Servicer or Special Servicer, as applicable, hereunder; provided, however, that
the Servicer and the Special Servicer shall not be relieved of any of their
respective obligations hereunder by virtue of such performance by the Depositor
or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Servicer or the Special Servicer and is
not obligated to supervise the performance of the Servicer or the Special
Servicer under this Agreement or otherwise.
SECTION 6.06. Year 2000 Compliance.
Each of the Servicer, the Special Servicer and the Paying Agent
covenant that by August 31, 1999, any custom-made software or hardware designed
or purchased or licensed by the Servicer, the Special Servicer or the Paying
Agent, as applicable, and used by the Servicer, the Special Servicer or the
Paying Agent, as applicable, in the course of the operation or management of, or
the compiling, reporting or generation of data required by this Agreement will
not contain any deficiency (x) in the ability of such software of hardware to
identify correctly or perform calculations or other processing with respect to
dates after August 31, 1999 or (y) that would cause such software or hardware to
be fit no longer for the purpose for which it was intended by reason of the
changing of the date from 1999 to 2000.
SECTION 6.07. Rating Agency Fees.
The Depositor shall pay, from its own funds, the annual fees of each
Rating Agency.
[End of Article VI]
<PAGE>
ARTICLE VII
DEFAULT
SECTION 7.01. Events of Default; Servicer and Special Servicer
Termination.
(a) "Event of Default", wherever used herein, means any one of the
following events:
(i) (A) any failure by the Servicer to make any deposit required to be
made by the Servicer to the Certificate Account on the day and by the time
such remittance is required to be made under the terms of this Agreement,
or (B) any failure by the Servicer to deposit into, or remit to the Paying
Agent for deposit into, any Distribution Account any amount required to be
so deposited or remitted, which failure is not remedied by 11:00 a.m. (NYC
time) on the relevant Distribution Date; or
(ii) any failure by the Special Servicer to deposit into, or to remit
to the Servicer for deposit into, or the Servicer to make a required
deposit into the Certificate Account or the REO Account, or to deposit
into, or to remit to the Paying Agent for deposit into, the Lower-Tier
Distribution Account any amount required to be so deposited or remitted by
the Servicer or the Special Servicer, as the case may be, pursuant to, and
at the time specified by, the terms of this Agreement; or
(iii) any failure on the part of the Servicer or the Special Servicer
duly to observe or perform in any material respect any other of the
covenants or agreements on the part of the Servicer or the Special Servicer
contained in this Agreement which continues unremedied for a period of 30
days (15 days in the case of a failure to make any Servicing Advance or pay
the premium for any insurance policy required to be maintained hereunder)
after the date on which written notice of such failure, requiring the same
to be remedied, shall have been given to the Servicer or the Special
Servicer, as the case may be, by any other party hereto, or to the
Servicer, the Special Servicer, the Depositor and the Trustee by the
Holders of Certificates of any Class evidencing, as to such Class,
Percentage Interests aggregating not less than 25%; provided, however, if
such breach is capable of being cured and the Servicer or Special Servicer,
as applicable, is diligently pursuing such cure, such 30-day period will be
extended an additional 30 days; or
(iv) any breach on the part of the Servicer or the Special Servicer of
any representation or warranty contained in Section 3.23 which materially
and adversely affects the interests of any Class of Certificateholders and
which continues unremedied for a period of 30 days after the date on which
notice of such breach, requiring the same to be remedied, shall have been
given to the Servicer or the Special Servicer, as the case may be, by the
Depositor or the Trustee, or to the Servicer, the Special Servicer, the
Depositor and the Trustee by the Holders of Certificates of any
<PAGE>
Class evidencing, as to such Class, Percentage Interests aggregating not
less than 25%; provided, however, if such breach is capable of being cured
and the Servicer or Special Servicer, as applicable, is diligently pursuing
such cure, such 30-day period will be extended an additional 30 days;
(v) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any
present or future federal or state bankruptcy, insolvency or similar law
for the appointment of a conservator, receiver, liquidator, trustee or
similar official in any bankruptcy, insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against
the Servicer or the Special Servicer and such decree or order shall have
remained in force undischarged or unstayed for a period of 60 days; or
(vi) the Servicer or the Special Servicer shall consent to the
appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt, marshaling of
assets and liabilities or similar proceedings of or relating to the
Servicer or the Special Servicer or of or relating to all or substantially
all of its property; or
(vii) the Servicer or the Special Servicer shall admit in writing its
inability to pay its debts generally as they become due, file a petition to
take advantage of any applicable bankruptcy, insolvency or reorganization
statute, make an assignment for the benefit of its creditors, voluntarily
suspend payment of its obligations or take any corporate action in
furtherance of the foregoing; or
(viii) the Trustee shall have received written notice from DCR that
the continuation of the Servicer or Special Servicer, as the case may be,
has resulted, or would result, in and of itself, in a downgrading or
withdrawal of the then-current rating on any Class of Certificates that are
rated by DCR if the Servicer or Special Servicer, as the case may be, is
not replaced.
(b) If any Event of Default with respect to the Servicer or the
Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") shall occur and be continuing, then, and in each and every
such case, so long as such Event of Default shall not have been remedied, the
Trustee may, and at the written direction of the Holders of Certificates
entitled to at least 51% of the Voting Rights, shall, terminate, by notice in
writing to the Defaulting Party, with a copy of such notice to the Depositor,
all of the rights and obligations of the Defaulting Party under this Agreement
and in and to the Mortgage Loans and the proceeds thereof; provided, however,
that the Defaulting Party shall be entitled to the payment of accrued and unpaid
compensation and reimbursement through the date of such termination as provided
for under this Agreement for services rendered and expenses incurred. From and
after the receipt by the Defaulting Party of such written notice, all authority
and power of the Defaulting Party under this Agreement, whether with respect to
the Certificates (other than as a Holder of any Certificate) or the Mortgage
Loans or otherwise,
<PAGE>
shall pass to and be vested in the Trustee pursuant to and under this Section,
and, without limitation, the Trustee is hereby authorized and empowered to
execute and deliver, on behalf of and at the expense of the Defaulting Party, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. The Servicer and Special Servicer each agree that if it is terminated
pursuant to this Section 7.01(b), it shall promptly (and in any event no later
than 20 Business Days subsequent to its receipt of the notice of termination)
provide the Trustee with all documents and records requested by it to enable it
to assume the Servicer's or the Special Servicer's, as the case may be,
functions hereunder, and shall cooperate with the Trustee in effecting the
termination of the Servicer's or the Special Servicer's, as the case may be,
responsibilities and rights hereunder, including, without limitation, the
transfer within 5 Business Days to the Trustee for administration by it of all
cash amounts which shall at the time be or should have been credited by the
Servicer to the Certificate Account or any Servicing Account (if it is the
Defaulting Party) or by the Special Servicer to the REO Account (if it is the
Defaulting Party) or thereafter be received with respect to the Mortgage Loans
or any REO Property (provided, however, that the Servicer and the Special
Servicer each shall, if terminated pursuant to this Section 7.01(b), continue to
be entitled to receive all amounts accrued or owing to it under this Agreement
on or prior to the date of such termination, whether in respect of Advances (in
the case of the Servicer) or otherwise, and it and its directors, officers,
employees and agents shall continue to be entitled to the benefits of Section
6.03 notwithstanding any such termination).
(c) The Holder or Holders of more than 50% of the aggregate
Certificate Balance of the then Controlling Class shall be entitled to terminate
the rights and obligations of the Special Servicer under this Agreement, with or
without cause, upon 10 Business Days notice to the Special Servicer, the
Servicer and the Trustee, and to appoint a successor Special Servicer; provided,
however, that (i) such successor will meet the requirements set forth in Section
7.02 and (ii) as evidenced in writing by each of the Rating Agencies, the
proposed successor of such Special Servicer will not, in and of itself, result
in a downgrading, withdrawal or qualification of the then-current ratings
provided by the Rating Agencies in respect to any Class of then outstanding
Certificates that is rated. No penalty or fee shall be payable to the Special
Servicer with respect to any termination pursuant to this Section 7.01(c).
(d) The Servicer and Special Servicer shall, from time to time, take
all such actions as are required by them in order to maintain their respective
status as an approved servicer and special servicer, as applicable and as
pertains to this transaction, with each of the Rating Agencies.
SECTION 7.02. Trustee to Act; Appointment of Successor.
On and after the time the Servicer or the Special Servicer, as the
case may be, either resigns pursuant to the first sentence of Section 6.04 or
receives a notice of termination for cause pursuant to Section 7.01(a), and
provided that no acceptable successor has been appointed, the Trustee shall be
the successor to the Servicer or Special Servicer, as the case
<PAGE>
may be, in all respects in its capacity as Servicer or Special Servicer under
this Agreement and the transactions set forth or provided for herein and shall
be subject to all the responsibilities, duties, liabilities and limitations on
liability relating thereto and that arise thereafter placed on or for the
benefit of the Servicer or Special Servicer by the terms and provisions hereof;
provided, however, that any failure to perform such duties or responsibilities
caused by the terminated party's failure under Section 7.01 to provide
information or moneys required hereunder shall not be considered a default by
such successor hereunder. The appointment of a successor Servicer shall not
affect any liability of the predecessor Servicer which may have arisen prior to
its termination as Servicer, and the appointment of a successor Special Servicer
shall not affect any liability of the predecessor Special Servicer which may
have arisen prior to its termination as Special Servicer. The Trustee in its
capacity as successor to the Servicer or the Special Servicer, as the case may
be, shall not be liable for any of the representations and warranties of the
Servicer or the Special Servicer, respectively, herein or in any related
document or agreement, for any acts or omissions of the predecessor Servicer or
Special Servicer or for any losses incurred by the Servicer pursuant to Section
3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage Loan
hereunder. As compensation therefor, the Trustee as successor Servicer shall be
entitled to the Servicing Fees and all fees relating to the Mortgage Loans which
the Servicer would have been entitled to if the Servicer had continued to act
hereunder, including but not limited to any income or other benefit from any
Permitted Investment pursuant to Section 3.06, and as successor to the Special
Servicer shall be entitled to the Special Servicing Fees to which the Special
Servicer would have been entitled if the Special Servicer had continued to act
hereunder. Should the Trustee succeed to the capacity of the Servicer or the
Special Servicer, the Trustee shall be afforded the same standard of care and
liability as the Servicer or the Special Servicer, as applicable, hereunder
notwithstanding anything in Section 8.01 to the contrary, but only with respect
to actions taken by it in its role as successor Servicer or successor Special
Servicer, as the case may be, and not with respect to its role as Trustee
hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling
to act as successor to the Servicer or Special Servicer, or shall, if it is
unable to so act, or if the Trustee is not approved as a servicer or special
servicer, as applicable, by each Rating Agency or if the Holders of Certificates
entitled to at least 51% of the Voting Rights so request in writing to the
Trustee, promptly appoint, or petition a court of competent jurisdiction to
appoint, any established mortgage loan servicing institution which meets the
criteria set forth in Section 6.04 and otherwise herein, as the successor to the
Servicer or the Special Servicer, as applicable, hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of the Servicer
or Special Servicer hereunder. No appointment of a successor to the Servicer or
the Special Servicer hereunder shall be effective until the assumption in
writing by the successor to the Servicer or the Special Servicer of all its
responsibilities, duties and liabilities hereunder that arise thereafter.
Pending appointment of a successor to the Servicer or the Special Servicer
hereunder, unless the Trustee shall be prohibited by law from so acting, the
Trustee shall act in such capacity as herein above provided. In connection with
such appointment and assumption of a successor to the Servicer or Special
Servicer as described herein, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans as it and such
successor shall agree; provided, however, that no such compensation with respect
to a successor Servicer or successor Special Servicer, as the case may be, shall
be in excess of that permitted the
<PAGE>
terminated Servicer or Special Servicer, as the case may be, hereunder. The
Trustee, the Servicer or the Special Servicer (whichever is not the terminated
party) and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. Any costs
and expenses associated with the transfer of the servicing function (other than
with respect to a termination without cause) under this Agreement shall be borne
by the predecessor servicer.
SECTION 7.03. Notification to Certificateholders.
(a) Upon any resignation of the Servicer or the Special Servicer
pursuant to Section 6.04, any termination of the Servicer or the Special
Servicer pursuant to Section 7.01 or any appointment of a successor to the
Servicer or the Special Servicer pursuant to Section 7.02, the Trustee shall
give prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register.
(b) Not later than the later of (i) 60 days after the occurrence of
any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) 5 days after the Trustee would be deemed
to have notice of the occurrence of such an event in accordance with Section
8.02(vii), the Trustee shall transmit by mail to the Depositor and all
Certificateholders notice of such occurrence, unless such default shall have
been cured.
SECTION 7.04. Waiver of Events of Default.
The Holders of Certificates representing at least 662/3% of the Voting
Rights allocated to each Class of Certificates affected by any Event of Default
hereunder may waive such Event of Default within 20 days of the receipt of
notice from the Trustee of the occurrence of such Event of Default; provided,
however, that an Event of Default under clause (i) and (ii) of Section 7.01(a)
may be waived only by all of the Certificateholders of the affected Classes.
Upon any such waiver of an Event of Default, such Event of Default shall cease
to exist and shall be deemed to have been remedied for every purpose hereunder.
No such waiver shall extend to any subsequent or other Event of Default or
impair any right consequent thereon except to the extent expressly so waived.
Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Event of Default pursuant to this Section 7.04, Certificates registered in
the name of the Depositor or any Affiliate of the Depositor shall be entitled to
the same Voting Rights with respect to the matters described above as they would
if any other Person held such Certificates.
SECTION 7.05. Trustee as Maker of Advances.
(a) In the event that the Servicer fails to fulfill its obligations
hereunder to make any Advances, the Trustee shall perform such obligations (x)
within one Business Day of such failure by the Servicer with respect to
Servicing Advances to the extent the Trustee has actual knowledge of such
failure with respect to such Servicing Advances and (y) by 11:30 a.m., New York
City time, on the Distribution Date with respect to P&I Advances. With respect
to any such Advance made by the Trustee, the Trustee shall succeed to all of the
Servicer's rights with respect to Advances hereunder, including, without
limitation, the
<PAGE>
Servicer's rights of reimbursement and interest on each Advance at the
Reimbursement Rate, and rights to determine that a proposed Advance is a
Nonrecoverable P&I Advance or Servicing Advance, as the case may be, (without
regard to any impairment of any such rights of reimbursement caused by such
Servicer's default in its obligations hereunder); provided, however, that if
Advances made by both the Trustee and the Servicer shall at any time be
outstanding, or any interest on any Advance shall be accrued and unpaid, all
amounts available to repay such Advances and the interest thereon hereunder
shall be applied entirely to the Advances outstanding to the Trustee, until such
Advances shall have been repaid in full, together with all interest accrued
thereon, prior to reimbursement of the Servicer for such Advances. The Trustee
shall be entitled to conclusively rely on any notice given with respect to a
Nonrecoverable Advance hereunder.
[End of Article VII]
<PAGE>
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiving of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. Any permissive right of the Trustee contained in this Agreement
shall not be construed as a duty.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall take such action as it deems appropriate to
have the instrument corrected. The Trustee shall not be responsible for the
accuracy or content of any resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Depositor, the Servicer or
the Special Servicer, and accepted by the Trustee in good faith, pursuant to
this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing of all such Events of Default which may have occurred, the duties
and obligations of the Trustee shall be determined solely by the express
provisions of this Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as are specifically set
forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and, in the absence of bad faith on
the part of the Trustee, the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Trustee and conforming
to the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts; and
<PAGE>
(iii) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of Holders of Certificates entitled to at
least 25% of the Voting Rights relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement (unless a higher percentage of Voting Rights is required for such
action).
SECTION 8.02. Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 8.01:
(i) The Trustee may rely upon and shall be protected in acting or
refraining from acting upon any resolution, Officer's Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, Appraisal, bond or other
paper or document reasonably believed by it to be genuine and to have been
signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance therewith;
(iii) The Trustee shall be under no obligation to exercise any of the
trusts or powers vested in it by this Agreement or to make any
investigation of matters arising hereunder or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request, order
or direction of any of the Certificateholders, pursuant to the provisions
of this Agreement, unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby; the Trustee shall not
be required to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it; nothing
contained herein shall, however, relieve the Trustee of the obligation,
upon the occurrence of an Event of Default which has not been cured, to
exercise such of the rights and powers vested in it by this Agreement, and
to use the same degree of care and skill in their exercise as a prudent man
would exercise or use under the circumstances in the conduct of his own
affairs;
(iv) The Trustee shall not be personally liable for any action
reasonably taken, suffered or omitted by it in good faith and believed by
it to be authorized or within the discretion or rights or powers conferred
upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and after
the curing of all Events of Default which may have occurred, the Trustee
shall not be bound to make any investigation into the facts or matters
stated in any resolution,
<PAGE>
certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper or document, unless requested
in writing to do so by Holders of Certificates entitled to at least 50% of
the Voting Rights; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely
to be incurred by it in the making of such investigation is, in the opinion
of the Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Agreement, the Trustee may require
reasonable indemnity against such expense or liability as a condition to
taking any such action. The reasonable expense of every such reasonable
examination shall be paid by the Servicer or, if paid by the Trustee, shall
be repaid by the Servicer upon demand;
(vi) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys; provided, however, that the appointment of such agents or
attorneys shall not relieve the Trustee of its duties or obligations
hereunder;
(vii) For all purposes under this Agreement, the Trustee shall not be
deemed to have notice of any Event of Default unless a Responsible Officer
of the Trustee has actual knowledge thereof or unless written notice of any
event which is in fact such a default is received by the Trustee at the
Corporate Trust Office, and such notice references the Certificates or this
Agreement; and
(viii) The Trustee shall not be responsible for any act or omission of
the Servicer or the Special Servicer (unless the Trustee is acting as
Servicer or Special Servicer, as the case may be) or of the Depositor.
SECTION 8.03. Trustee and Paying Agent Not Liable for Validity or
Sufficiency of Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates, other than the
acknowledgments of the Trustee in Sections 2.02 and 2.04 and the signature, if
any, of the Trustee set forth on any outstanding Certificate, shall be taken as
the statements of the Depositor, the Servicer or the Special Servicer, as the
case may be, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of this
Agreement or of any Certificate (other than as to the signature, if any, of the
Trustee set forth thereon) or of any Mortgage Loan or related document. The
Trustee shall not be accountable for the use or application by the Depositor of
any of the Certificates issued to it or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Depositor in respect of the
assignment of the Mortgage Loans to the Trust Fund, or any funds deposited in or
withdrawn from the Certificate Account or any other account by or on behalf of
the Depositor, the Servicer, the Special Servicer or the Paying Agent (unless
the Trustee is acting as Paying Agent). The Trustee and the Paying Agent shall
not be responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the
Depositor, the Servicer or the Special Servicer and
<PAGE>
accepted by the Trustee, or the Paying Agent, as applicable, in good faith,
pursuant to this Agreement.
SECTION 8.04. Trustee May Own Certificates.
The Trustee its individual capacity, not as Trustee, may become the
owner or pledgee of Certificates, and may deal with the Depositor, the Servicer,
the Special Servicer, the Placement Agent and the Underwriters in banking
transactions, with the same rights it would have if it were not Trustee.
SECTION 8.05. Fees and Expenses of Trustee; Indemnification of
Trustee
(a) As compensation for the performance of its duties, the Trustee
will be paid the Trustee Fee, equal to one month's interest at the Trustee Fee
Rate, which shall cover recurring and otherwise reasonably anticipated expenses
of the Trustee. The Trustee Fee shall be paid monthly on a Mortgage
Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan, the Trustee
Fee shall accrue from time to time at the Trustee Fee Rate and shall be computed
on the basis of the Stated Principal Balance of such Mortgage Loan and a 360-day
year consisting of 12 30-day months. The Trustee Fee (which shall not be limited
to any provision of law in regard to the compensation of a trustee of an express
trust) shall constitute the Trustee's sole form of compensation for all services
rendered by it in the execution of the trusts hereby created and in the exercise
and performance of any of the powers and duties of the Trustee hereunder.
(b) The Trustee and any director, officer, employee or agent of the
Trustee shall be entitled to be indemnified and held harmless by the Trust Fund
(to the extent of amounts on deposit in the Lower-Tier Distribution Account from
time to time) against any loss, liability or expense (including, without
limitation, costs and expenses of litigation, and of investigation, counsel
fees, damages, judgments and amounts paid in settlement, and expenses incurred
in becoming successor servicer, to the extent not otherwise paid hereunder)
arising out of, or incurred in connection with, any act or omission of the
Trustee, relating to the exercise and performance of any of the powers and
duties of the Trustee hereunder; provided, however, that neither the Trustee,
nor any of the other above specified Persons shall be entitled to
indemnification pursuant to this Section 8.05(b) for (i) allocable overhead,
(ii) expenses or disbursements incurred or made by or on behalf of the Trustee
in the normal course of the Trustee's performing its routine duties in
accordance with any of the provisions hereof, which are not "unanticipated
expenses of the REMIC" within the meaning of Treasury Regulations Section
1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be
borne thereby pursuant to the terms hereof or (iv) any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of the Trustee's obligations and duties hereunder, or by reason
of negligent disregard of such obligations or duties, or as may arise from a
breach of any representation, warranty or covenant of the Trustee made herein.
The provisions of this Section 8.05(b) shall survive any resignation or removal
of the Trustee and appointment of a successor thereto.
<PAGE>
SECTION 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be, and will be required to
resign if it fails to be, (i) a corporation, national bank, national banking
association or a trust company, organized and doing business under the laws of
any state or the United States of America, authorized under such laws to
exercise corporate trust powers and to accept the trust conferred under this
Agreement, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority and shall
not be an Affiliate of the Servicer or the Special Servicer (except during any
period when the Trustee is acting as, or has become successor to, the Servicer
or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an
institution insured by the Federal Deposit Insurance Corporation and (iii) an
institution whose long-term senior unsecured debt is rated "AA" by S&P and DCR
(or such entity as would not, as evidenced in writing by such Rating Agency,
result in the qualification, downgrading or withdrawal of any of the ratings
then assigned thereby to the Certificates).
If such corporation, national bank or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation,
national bank or national banking association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In the event the place of business from which the Trustee administers
the Upper-Tier REMIC and the Lower-Tier REMIC is in a state or local
jurisdiction that imposes a tax on the Trust Fund on the net income of a REMIC
(other than a tax corresponding to a tax imposed under the REMIC Provisions),
the Trustee shall elect either to (i) resign immediately in the manner and with
the effect specified in Section 8.07, (ii) pay such tax at no expense to the
Trust or (iii) administer the Upper-Tier REMIC and the Lower-Tier REMIC from a
state and local jurisdiction that does not impose such a tax.
SECTION 8.07. Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice thereof to the Depositor, the
Servicer, the Special Servicer and to all Certificateholders. Upon receiving
such notice of resignation, the Depositor shall promptly appoint a successor
trustee acceptable to the Servicer by written instrument, in duplicate, which
instrument shall be delivered to the resigning Trustee and to the successor
trustee. A copy of such instrument shall be delivered to the Servicer, the
Special Servicer and the Certificateholders by the Depositor. If no successor
trustee shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee.
(b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 8.06 and shall fail to resign after
written request therefor by the Depositor or the Servicer, or if at any time the
Trustee shall become incapable of acting, or
<PAGE>
shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or of its
property shall be appointed, or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Depositor may remove the Trustee and
appoint a successor trustee acceptable to the Servicer by written instrument, in
duplicate, which instrument shall be delivered to the Trustee so removed and to
the successor trustee. A copy of such instrument shall be delivered to the
Servicer, the Special Servicer and the Certificateholders by the Depositor.
(c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Servicer, one complete set to the Trustee so removed
and one complete set to the successor so appointed. A copy of such instrument
shall be delivered to the Depositor, the Special Servicer and the remaining
Certificateholders by the Servicer.
(d) Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor Trustee as
provided in Section 8.08.
Upon any succession of the Trustee under this Agreement, the
predecessor Trustee shall be entitled to the payment of accrued and unpaid
compensation and reimbursement as provided for under this Agreement for services
rendered and expenses incurred. No Trustee shall be personally liable for any
action or omission of any successor Trustee.
SECTION 8.08. Successor Trustee.
(a) Any successor Trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor, the Servicer, the Special
Servicer and to its predecessor Trustee an instrument accepting such appointment
hereunder, and thereupon the resignation or removal of the predecessor Trustee
shall become effective and such successor Trustee without any further act, deed
or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as Trustee herein. The predecessor Trustee shall deliver to the successor
trustee all Mortgage Files and related documents and statements held by it
hereunder (other than any Mortgage Files at the time held on its behalf by a
Custodian, which Custodian shall become the agent of the successor Trustee), and
the Depositor, the Servicer, the Special Servicer and the predecessor Trustee
shall execute and deliver such instruments and do such other things as may
reasonably be required to more fully and certainly vest and confirm in the
successor Trustee all such rights, powers, duties and obligations, and to enable
the successor Trustee to perform its obligations hereunder; including, but not
limited to complying in all respects with the provisions of each Surety Bond
with respect to the transfer of each Surety Bond Loan.
<PAGE>
(b) No successor Trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor Trustee as provided
in this Section 8.08, the Servicer shall mail notice of the succession of such
Trustee hereunder to the Depositor and the Certificateholders. If the Servicer
fails to mail such notice within 10 days after acceptance of appointment by the
successor Trustee, such successor Trustee shall cause such notice to be mailed
at the expense of the Servicer.
SECTION 8.09. Merger or Consolidation of Trustee.
Any Person into which the Trustee may be merged or converted or with
which it may be consolidated or any Person resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any Person succeeding
to all or substantially all of the corporate trust business of the Trustee shall
be the successor of the Trustee hereunder; provided, that, in the case of the
Trustee, such successor Person shall be eligible under the provisions of Section
8.06, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding. The Trustee will provide notice of such event to the Servicer,
the Special Servicer, the Depositor and the Rating Agencies.
SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Servicer and
the Trustee may consider necessary or desirable. If the Servicer shall not have
joined in such appointment within 15 days after the receipt by it of a request
to do so, or in case an Event of Default shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10, all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Servicer or the Special Servicer hereunder), the Trustee
shall
<PAGE>
be incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the
Trust Fund or any portion thereof in any such jurisdiction) shall be exercised
and performed by such separate trustee or co-trustee at the direction of the
Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then-separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of
this Agreement on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.
(e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.
SECTION 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Servicer, appoint one or more
Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee. Each Custodian shall be a depository institution subject to supervision
by federal or state authority, shall have combined capital and surplus of at
least $15,000,000 and shall be qualified to do business in the jurisdiction in
which it holds any Mortgage File and shall not be the Depositor or any Affiliate
of the Depositor. Each Custodian shall be subject to the same obligations and
standard of care as would be imposed on the Trustee hereunder in connection with
the retention of Mortgage Files directly by the Trustee. The appointment of one
or more Custodians shall not relieve the Trustee from any of its obligations
hereunder, and the Trustee shall remain responsible for all acts and omissions
of any Custodian. Any Custodian appointed hereunder must maintain a fidelity
bond and errors and omissions policy in an amount customary for Custodians which
serve in such capacity in commercial mortgage loan securitization transactions.
SECTION 8.12. Access to Certain Information.
(a) On or prior to the date of the first sale of any Non-Registered
Certificate to an Independent third party, the Depositor shall provide to the
Trustee a copy of any private
<PAGE>
placement memorandum or other disclosure document used by the Depositor or its
Affiliate in connection with the offer and sale of the Class of Certificates to
which such Non-Registered Certificate relates. In addition, if any such private
placement memorandum or disclosure document is revised, amended or supplemented
at any time following the delivery thereof to the Trustee and the Paying Agent,
the Depositor promptly shall inform the Trustee of such event and shall deliver
to the Trustee a copy of the private placement memorandum or disclosure
document, as revised, amended or supplemented. The Paying Agent (or with respect
to item (ii)(j) below, the Trustee) shall maintain at its offices primarily
responsible for administering the Trust Fund and shall, upon reasonable advance
notice, make available during normal business hours for review by any Holder of
a Certificate, the Depositor, the Servicer, the Special Servicer, any Rating
Agency or any other Person to whom the Paying Agent believes such disclosure is
appropriate, originals or copies of the following items: (i) in the case of a
Holder or prospective transferee of a Non-Registered Certificate, any private
placement memorandum or other disclosure document relating to the Class of
Certificates to which such Non-Registered Certificate belongs, in the form most
recently provided to the Paying Agent and (ii) in all cases, (a) this Agreement
and any amendments hereto entered into pursuant to Section 11.01, (b) all
statements required to be delivered to Certificateholders of the relevant Class
pursuant to Section 4.02 since the Closing Date, (c) all Officer's Certificates
delivered to the Paying Agent since the Closing Date pursuant to Section 3.13,
(d) all accountants' reports delivered to the Paying Agent since the Closing
Date pursuant to Section 3.14, (e) any inspection report prepared by the
Servicer, Sub-Servicer or Special Servicer, as applicable, and delivered to the
Paying Agent and Servicer in respect of each Mortgaged Property pursuant to
Section 3.12(a), (f) as to each Mortgage Loan pursuant to which the related
Mortgagor is required to deliver such items or the Special Servicer has
otherwise acquired such items, the most recent annual operating statement and
rent roll of the related Mortgaged Property and financial statements of the
related Mortgagor and any other reports of the Mortgagor collected by the
Servicer, Sub-Servicer or Special Servicer, as applicable, and delivered to the
Paying Agent pursuant to Section 3.12(b), together with the accompanying written
reports to be prepared by the Special Servicer and delivered to the Paying Agent
pursuant to Section 3.12(b), (g) any and all notices, reports and Environmental
Assessments delivered to the Paying Agent with respect to any Mortgaged Property
securing a Defaulted Mortgage Loan as to which the environmental testing
contemplated by Section 3.09(c) revealed that either of the conditions set forth
in clauses (i) and (ii) of the first sentence thereof was not satisfied (but
only for so long as such Mortgaged Property or the related Mortgage Loan are
part of the Trust Fund), (h) any and all modifications, waivers and amendments
of the terms of a Mortgage Loan entered into by the Servicer or the Special
Servicer and delivered to the Paying Agent pursuant to Section 3.20 (but only
for so long as the affected Mortgage Loan is part of the Trust Fund), (i) any
and all Officer's Certificates delivered to the Paying Agent to support the
Servicer's determination that any P&I Advance or Servicing Advance was or, if
made, would be a Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance,
as the case may be, (j) any and all of the Mortgage Loan documents contained in
the Mortgage File, (k) any and all Appraisals obtained pursuant to the
definition of "Appraisal Reduction" herein, (l) information regarding the
occurrence of Servicing Transfer Events as to the Mortgage Loans and (m) any and
all Sub-Servicing Agreements and any amendments thereto and modifications
thereof. Copies of any and all of
<PAGE>
the foregoing items will be available from the Paying Agent upon request;
provided, however, that the Paying Agent shall be permitted to require payment
of a sum sufficient to cover the reasonable costs and expenses of providing such
copies, except in the case of copies provided to the Rating Agencies, which
shall be free of charge. In addition, without limiting the generality of the
foregoing, any Class F, Class G, Class H, Class I and Class J Certificateholder
may upon request from the Paying Agent obtain a copy of any factual report
(other than the Asset Status Report) delivered to the Rating Agencies under this
Agreement.
(b) The Paying Agent shall provide certain financial market
publishers, which initially shall be Bloomberg, L.P., on a quarterly basis,
current information regarding the items listed on Schedule 1 hereto with respect
to the Mortgaged Properties, to the extent such information due from Mortgagors
has been received from the Mortgagors and such Mortgagors have authorized the
release of such information. If any such information is provided on or before
February 10, 1999, the Servicer shall provide the Prospectus to Bloomberg, L.P.
(c) Notwithstanding anything to the contrary herein, in addition to
the reports and information made available and distributed pursuant to the terms
of this Agreement (including the information set forth in Section 8.12(a)), the
Paying Agent shall, in accordance with such reasonable rules and procedures as
each may adopt (which may include the requirement that an agreement that
provides that such information shall be used solely for purposes of evaluating
the investment characteristics of the Certificates be executed), also provide
the reports available to Certificateholders pursuant to Section 4.02, as well as
certain additional information received by the Paying Agent, to any
Certificateholder, the Underwriters, the Placement Agent, 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 Paying
Agent, as the case may be, shall be permitted to require payment of a sum
sufficient to cover the reasonable costs and expenses of providing copies of
such reports or information.
(d) With respect to any information furnished by the Paying Agent
pursuant to this Section 8.12, the Paying Agent shall be entitled to indicate
the source of such information and the Paying Agent may affix thereto any
disclaimer it deems appropriate in its discretion. The Paying Agent shall notify
Certificateholders of the availability of any such information in any manner as
it, in its sole discretion, may determine. In connection with providing access
to or copies of the items described in the preceding paragraph, the Paying Agent
may require (a) in the case of Certificate Owners, a confirmation executed by
the requesting Person substantially in form and substance reasonably acceptable
to the Paying Agent, as applicable, generally to the effect that such Person is
a beneficial holder of Certificates, is requesting the information solely for
use in evaluating such Person's investment in the Certificates and will
otherwise keep such information confidential and (b) in the case of a
prospective purchaser, confirmation executed by the requesting Person in form
and substance reasonably acceptable to the Paying Agent, generally to the effect
that such Person is a prospective purchaser of a Certificate or an interest
therein, is requesting the information solely for use in evaluating a possible
investment in Certificates and will otherwise keep such
<PAGE>
information confidential. The Paying Agent shall not be liable for the
dissemination of information in accordance with this Agreement.
SECTION 8.13. Representations and Warranties of the Trustee.
(a) The Trustee hereby represents and warrants to the Depositor, the
Servicer and the Special Servicer and for the benefit of the Certificateholders,
as of the Closing Date, that:
(i) The Trustee is a trust company chartered under the laws of the
Commonwealth of Massachusetts, duly organized, validly existing and in good
standing under the laws thereof;
(ii) The execution and delivery of this Agreement by the Trustee, and
the performance and compliance with the terms of this Agreement by the
Trustee, will not violate the Trustee's charter and by-laws or constitute a
default (or an event which, with notice or lapse of time, or both, would
constitute a default) under, or result in the breach of, any material
agreement or other instrument to which it is a party or which is applicable
to it or any of its assets;
(iii) The Trustee has the full power and authority to enter into and
consummate all transactions contemplated by this Agreement, has duly
authorized the execution, delivery and performance of this Agreement, and
has duly executed and delivered this Agreement;
(iv) This Agreement, assuming due authorization, execution and
delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Trustee, enforceable against the Trustee in
accordance with the terms hereof, subject to (a) applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and the rights of creditors of
national banking associations specifically and (b) general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(v) The Trustee is not in violation of, and its execution and delivery
of this Agreement and its performance and compliance with the terms of this
Agreement will not constitute a violation of, any law, any order or decree
of any court or arbiter, or any order, regulation or demand of any federal,
state or local governmental or regulatory authority, which violation, in
the Trustee's good faith and reasonable judgment, is likely to affect
materially and adversely either the ability of the Trustee to perform its
obligations under this Agreement or the financial condition of the Trustee;
(vi) No litigation is pending or, to the best of the Trustee's
knowledge, threatened against the Trustee which would prohibit the Trustee
from entering into this Agreement or, in the Trustee's good faith and
reasonable judgment, is likely to
<PAGE>
materially and adversely affect either the ability of the Trustee to
perform its obligations under this Agreement or the financial condition of
the Trustee; and
(vii) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Trustee, or compliance by the Trustee with, this
Agreement or the consummation of the transactions contemplated by this
Agreement, except for any consent, approval, authorization or order which
has not been obtained or cannot be obtained prior to the actual performance
by the Trustee of its obligations under this Agreement, and which, if not
obtained would not have a materially adverse effect on the ability of the
Trustee to perform its obligations hereunder.
[End of Article VIII]
<PAGE>
ARTICLE IX
TERMINATION
SECTION 9.01. Termination Upon Repurchase or Liquidation of All
Mortgage Loans.
Subject to Section 9.02, the Trust Fund and the respective obligations
and responsibilities under this Agreement of the Depositor, the Servicer, the
Special Servicer and the Trustee (other than the obligations of the Trustee to
provide for and make payments to Certificateholders as hereafter set forth)
shall terminate upon payment (or provision for payment) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required hereunder to be so paid on the Distribution Date following the earlier
to occur of (i) the purchase by the Servicer, the Special Servicer, the Holders
of the Controlling Class or the Holders of the Class LR Certificates of all the
Mortgage Loans and each REO Property remaining in the Trust Fund at a price
equal to (a) the sum of (1) the aggregate Purchase Price of all the Mortgage
Loans (exclusive of REO Loans) included in the Trust Fund and (2) the Appraised
Value of each REO Property, if any, included in the Trust Fund (such Appraisals
in clause (a)(2) to be conducted by an Independent MAI-designated appraiser
selected and mutually agreed upon by the Servicer and the Trustee, and approved
by more than 50% of the Voting Rights of the Classes of Certificates then
outstanding (other than the Controlling Class unless the Controlling Class is
the only Class of Certificates then outstanding)), minus (b) solely in the case
where the Servicer is effecting such purchase, the aggregate amount of
unreimbursed Advances, together with any interest accrued and payable to the
Servicer in respect of such Advances in accordance with Sections 3.03(d) and
4.03(d) and any unpaid Servicing Fees, remaining outstanding (which items shall
be deemed to have been paid or reimbursed to the Servicer in connection with
such purchase) and (ii) the final payment or other liquidation (or any advance
with respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund; provided, however, that in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the Court of St. James's, living on the date hereof.
The Servicer, the Special Servicer, the Holders of the Controlling
Class or the Holders of the Class LR Certificates may, at their option, elect to
purchase all of the Mortgage Loans and each REO Property remaining in the Trust
Fund as contemplated by clause (i) of the preceding paragraph by giving written
notice to the Trustee, the Paying Agent and the other parties hereto no later
than 60 days prior to the anticipated date of purchase; provided, however, that
the Servicer, the Special Servicer, the Holders of the Controlling Class or the
Holders of the Class LR Certificates may so elect to purchase all of the
Mortgage Loans and each REO Property remaining in the Trust Fund only on or
after the first Distribution Date on which the aggregate Stated Principal
Balances of the Mortgage Loans and any REO Loans remaining in the Trust Fund is
less than 1% of the aggregate Cut-off Date Principal Balance of the Mortgage
Loans set forth in the Preliminary Statement. In the event that the Servicer,
the Special Servicer, the Holders of the Controlling Class or the Holders of the
Class LR Certificates purchases all of the Mortgage Loans and each REO Property
remaining in the Trust Fund in accordance with the preceding sentence, the
Servicer, the
<PAGE>
Special Servicer, the Holders of the Controlling Class or the Holders of the
Class LR Certificates, as applicable, shall deposit in the Lower-Tier
Distribution Account not later than the P&I Advance Date relating to the
Distribution Date on which the final distribution on the Certificates is to
occur, an amount in immediately available funds equal to the above-described
purchase price (exclusive of any portion thereof payable to any Person other
than the Certificateholders pursuant to Section 3.05(a), which portion shall be
deposited in the Certificate Account). In addition, the Servicer shall transfer
to the Lower-Tier Distribution Account all amounts required to be transferred
thereto on such P&I Advance Date from the Certificate Account pursuant to the
first paragraph of Section 3.04(b), together with any other amounts on deposit
in the Certificate Account that would otherwise be held for future distribution.
Upon confirmation that such final deposits have been made, the Trustee shall
release or cause to be released to the Servicer, the Special Servicer, the
Holders of the Controlling Class or the Holders of the Class LR Certificates, as
applicable, the Mortgage Files for the remaining Mortgage Loans and shall
execute all assignments, endorsements and other instruments furnished to it by
the Servicer, the Special Servicer, the Holders of the Controlling Class or the
Holders of the Class LR Certificates, as applicable, as shall be necessary to
effectuate transfer of the Mortgage Loans and REO Properties remaining in the
Trust Fund.
For purposes of this Section 9.01, the Holders of the Controlling
Class shall have the first option to terminate the Trust Fund, then the Special
Servicer, then the Servicer, and then the Holders of the Class LR Certificates.
For purposes of this Section 9.01, the Directing Certificateholder, with the
consent of the Holders of the Controlling Class, shall act on behalf of the
Holders of the Controlling Class in purchasing the assets of the Trust Fund and
terminating the Trust.
Notice of any termination pursuant to this Section 9.01 shall be given
promptly by the Paying Agent by letter to Certificateholders and each Rating
Agency and, if not previously notified pursuant to this Section 9.01, to the
other parties hereto mailed (a) in the event such notice is given in connection
with the purchase of all of the Mortgage Loans and each REO Property remaining
in the Trust Fund, not earlier than the 15th day and not later than the 25th day
of the month next preceding the month of the final distribution on the
Certificates, or (b) otherwise during the month of such final distribution on or
before the P&I Advance Determination Date in such month, in each case specifying
(i) the Distribution Date upon which the Trust Fund will terminate and final
payment of the Certificates will be made, (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such Distribution
Date is not applicable, payments being made only upon presentation and surrender
of the Certificates at the offices of the Certificate Registrar or such other
location therein designated.
After transferring the Lower-Tier Distribution Amount and the amount
of any Prepayment Premiums and Yield Maintenance Charges distributable pursuant
to Section 4.01(d) to the Upper-Tier Distribution Account pursuant to Section
3.04(b) and upon
<PAGE>
presentation and surrender of the Certificates by the Certificateholders on the
final Distribution Date, the Paying Agent shall distribute to each
Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Upper-Tier Distribution Account that are allocable to payments on
the Class of Certificates so presented and surrendered. Amounts transferred from
the Lower-Tier Distribution Account to the Upper-Tier Distribution Account as of
the final Distribution Date (exclusive of any portion of such amounts payable or
reimbursable to any Person pursuant to clause (ii) of Section 3.05(c)) shall be
allocated for the purposes, in the amounts and in accordance with the priority
set forth in Sections 4.01(a) and 4.01(e) and shall be distributed in
termination and liquidation of the Uncertificated Lower-Tier Interests and the
Class LR Certificates in accordance with Sections 4.01(b) and (d). Any funds not
distributed on such Distribution Date shall be set aside and held uninvested in
trust for the benefit of Certificateholders not presenting and surrendering
their Certificates in the aforesaid manner and shall be disposed of in
accordance with this Section 9.01 and Section 4.01(g).
SECTION 9.02. Additional Termination Requirements.
In the event the Servicer, the Special Servicer, the Holders of the
Controlling Class or the Holders of the Class LR Certificates purchases all of
the Mortgage Loans and each REO Property remaining in the Trust Fund as provided
in Section 9.01, the Trust Fund shall be terminated in accordance with the
following additional requirements, which are intended to meet the definition of
a "qualified liquidation" in Section 860F(a)(4) of the Code:
(i) the Paying Agent shall specify the date of adoption of the plan of
complete liquidation (which shall be the date of mailing of the notice
specified in Section 9.01) in a statement attached to each of the
Upper-Tier REMIC's and the Lower-Tier REMIC's final Tax Return pursuant to
Treasury Regulations, Section 1.860F-1 and shall satisfy all requirements
of a qualified liquidation under Section 860F of the Code and any
regulations thereunder;
(ii) during such 90-day liquidation period and at or prior to the time
of the making of the final payment on the Certificates, the Trustee shall
sell all of the assets of the Trust Fund to the Servicer, the Special
Servicer, the Holders of the Controlling Class or the Holders of the Class
LR Certificates, as applicable, for cash; and
(iii) immediately following the making of the final payment on the
Uncertificated Lower-Tier Interests and the Certificates, the Paying Agent
shall distribute or credit, or cause to be distributed or credited, to the
Holders of the Class LR Certificates (in the case of the Lower-Tier REMIC)
and the Class R Certificates (in the case of the Upper-Tier REMIC) all cash
on hand (other than cash retained to meet claims), and the Trust Fund and
each of the Lower-Tier REMIC and the Upper-Tier REMIC shall terminate at
that time.
[End of Article IX]
<PAGE>
ARTICLE X
ADDITIONAL REMIC PROVISIONS
SECTION 10.01. REMIC Administration.
(a) The Paying Agent shall make elections or cause elections to be
made to treat each of the Lower-Tier REMIC and the Upper-Tier REMIC as a REMIC
under the Code and, if necessary, under applicable state law. Such election will
be made on Form 1066 or other appropriate federal tax return for the taxable
year ending on the last day of the calendar year in which the Uncertificated
Lower-Tier Interests and the Certificates are issued. For the purposes of the
REMIC election in respect of the Upper-Tier REMIC, each Class of the Regular
Certificates shall be designated as the "regular interests" and the Class R
Certificates shall be designated as the sole class of "residual interests" in
the Upper-Tier REMIC. For purposes of the REMIC election in respect of the
Lower-Tier REMIC, each Class of Uncertificated Lower-Tier Interests shall be
designated as the "regular interests" and the Class LR Certificates shall be
designated as the sole class of "residual interests" in the Lower-Tier REMIC.
None of the Special Servicer, the Servicer, the Paying Agent and the Trustee
shall permit the creation of any "interests" (within the meaning of Section 860G
of the Code) in the Lower-Tier REMIC or the Upper-Tier REMIC other than the
foregoing interests.
(b) The Closing Date is hereby designated as the "startup day" of each
of the Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Section
860G(a)(9) of the Code.
(c) The Paying Agent shall act on behalf of each REMIC in relation to
any tax matter or controversy involving either REMIC and shall represent each
REMIC in any administrative or judicial proceeding relating to an examination or
audit by any governmental taxing authority with respect thereto. The legal
expenses, including without limitation attorneys' or accountants' fees, and
costs of any such proceeding and any liability resulting therefrom shall be
expenses of the Trust Fund and the Paying Agent shall be entitled to
reimbursement therefor out of amounts attributable to the Mortgage Loans and any
REO Properties on deposit in the Certificate Account as provided by Section
3.05(a) unless such legal expenses and costs are incurred by reason of the
Paying Agent's willful misfeasance, bad faith or gross negligence. The Holder of
the largest Percentage Interest in each of the Class R and Class LR Certificates
shall be designated, in the manner provided under Treasury Regulations Section
1.860F-4(d) and temporary Treasury Regulations Section 301.6231(a)(7)-1T, as the
"tax matters person" of the Upper-Tier REMIC and the Lower-Tier REMIC,
respectively. By their acceptance thereof, the Holders of the largest Percentage
Interest in each of the Class R and Class LR Certificates hereby agrees to
irrevocably appoint the Paying Agent as their agent to perform all of the duties
of the "tax matters person" for Upper-Tier REMIC and the Lower-Tier REMIC,
respectively.
<PAGE>
(d) The Paying Agent shall prepare or cause to be prepared and shall
file, or cause to be filed, all of the Tax Returns that it determines are
required with respect to each of the Lower-Tier REMIC and the Upper-Tier REMIC
created hereunder and deliver those Tax Returns that require signature in a
timely manner to the Trustee and the Trustee shall sign such Tax Returns in a
timely manner. The expenses of preparing such returns shall be borne by the
Paying Agent without any right of reimbursement therefor. The Paying Agent
agrees to indemnify and hold harmless the Trustee with respect to any tax or
liability arising from the Trustee's signing of Tax Returns that contain errors
or omissions.
(e) The Paying Agent shall provide or cause to be provided (i) to any
Transferor of a Class R Certificate or Class LR Certificate such information as
is necessary for the application of any tax relating to the transfer of such
Class R Certificate or Class LR Certificate to any Person who is a Disqualified
Organization, or in the case of a Transfer to an Agent thereof, to such Agent,
(ii) to the Trustee and the Trustee shall forward to the Certificateholders such
information or reports as are required by the Code or the REMIC Provisions
including reports relating to interest, original issue discount and market
discount or premium (using the Prepayment Assumption) and (iii) to the Internal
Revenue Service on Form 8811 the name, title, address and telephone number of
the "tax matters person" who will serve as the representative of each of the
Lower-Tier REMIC and the Upper-Tier REMIC created hereunder.
(f) The Paying Agent shall take such actions and shall cause the Trust
Fund to take such actions as are reasonably within the Paying Agent's control
and the scope of its duties more specifically set forth herein as shall be
necessary to maintain the status of each of the Lower-Tier REMIC and the
Upper-Tier REMIC as a REMIC under the REMIC Provisions (and the Trustee shall
assist the Paying Agent, to the extent reasonably requested by the Paying Agent
to do so). Neither the Servicer nor the Special Servicer shall knowingly or
intentionally take any action, cause the Trust Fund to take any action or fail
to take (or fail to cause to be taken) any action reasonably within its control
and the scope of duties more specifically set forth herein, that, under the
REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger
the status of either the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or
(ii) result in the imposition of a tax upon either the Lower-Tier REMIC or the
Upper-Tier REMIC or the Trust Fund (including but not limited to the tax on
"prohibited transactions" as defined in Section 860F(a)(2) of the Code and the
tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but
not including the tax on "net income from foreclosure property") (either such
event, an "Adverse REMIC Event") unless the Paying Agent receives an Opinion of
Counsel (at the expense of the party seeking to take such action or, if such
party fails to pay such expense, and the Paying Agent determines that taking
such action is in the best interest of the Trust Fund and the
Certificateholders, at the expense of the Trust Fund, but in no event at the
expense of the Paying Agent or the Trustee) to the effect that the contemplated
action will not, with respect to the Trust Fund, the Lower-Tier REMIC or the
Upper-Tier REMIC created hereunder, endanger such status or, unless the Paying
Agent determines in its sole discretion to indemnify the Trust Fund against such
tax, result in the imposition of such a tax (not including a tax on "net income
from foreclosure property"). The Trustee shall not take or fail to take any
action (whether or not authorized hereunder) as to
<PAGE>
which the Paying Agent has advised it in writing that it has received an Opinion
of Counsel to the effect that an Adverse REMIC Event could occur with respect to
such action. In addition, prior to taking any action with respect to the Trust
Fund, either the Lower-Tier REMIC or the Upper-Tier REMIC or any of its assets,
or causing the Trust Fund or either the Lower-Tier REMIC or the Upper-Tier REMIC
to take any action, which is not expressly permitted under the terms of this
Agreement, the Trustee will consult with the Paying Agent or its designee, in
writing, with respect to whether such action could cause an Adverse REMIC Event
to occur with respect to the Trust Fund or either the Lower-Tier REMIC or the
Upper-Tier REMIC and the Trustee shall not take any such action or cause the
Trust Fund or either the Lower-Tier REMIC or the Upper-Tier REMIC to take any
such action as to which the Paying Agent has advised it in writing that an
Adverse REMIC Event could occur. The Paying Agent may consult with counsel to
make such written advice, and the cost of same shall be borne by the party
seeking to take the action not expressly permitted by this Agreement, but in no
event at the expense of the Paying Agent or the Trustee. At all times as may be
required by the Code, the Paying Agent will to the extent within its control and
the scope of its duties more specifically set forth herein, maintain
substantially all of the assets of each of the Lower-Tier REMIC and the
Upper-Tier REMIC as "qualified mortgages" as defined in Section 860G(a)(3) of
the Code and "permitted investments" as defined in Section 860G(a)(5) of the
Code.
(g) In the event that any applicable federal, state or local tax,
including interest, penalties or assessments, additional amounts or additions to
tax, is imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, such tax
shall be charged against amounts otherwise distributable to the Holders of the
Certificates, except as provided in the last sentence of this Section 10.01(g);
provided, that with respect to the estimated amount of tax imposed on any "net
income from foreclosure property" pursuant to Code Section 860G(d) or any
similar tax imposed by a state or local tax authority, the Special Servicer
shall retain in the related REO Account a reserve for the payment of such taxes
in such amounts and at such times as it shall deem appropriate (or as advised by
the Servicer in writing), and shall remit to the Servicer such reserved amounts
as the Servicer shall request in order to pay such taxes. Except as provided in
the preceding sentence, the Servicer shall withdraw from the Certificate Account
sufficient funds to pay or provide for the payment of, and to actually pay, such
tax as is estimated to be legally owed by either the Lower-Tier REMIC or the
Upper-Tier REMIC (but such authorization shall not prevent the Paying Agent from
contesting, at the expense of the Trust Fund (other than as a consequence of a
breach of its obligations under this Agreement), any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law, pending
the outcome of such proceedings). The Paying Agent is hereby authorized to and
shall segregate, into a separate non-interest bearing account, the net income
from any "prohibited transaction" under Code Section 860F(a) or the amount of
any taxable contribution to the Lower-Tier REMIC or the Upper-Tier REMIC after
the Startup Day that is subject to tax under Code Section 860G(d) and use such
income or amount, to the extent necessary, to pay such prohibited transactions
tax. To the extent that any such tax (other than any such tax paid in respect of
"net income from foreclosure property") is paid to the Internal Revenue Service
or applicable state or local tax authorities, the Paying Agent shall retain an
equal amount from future amounts otherwise distributable to the Holders of
Residual Certificates (as applicable) and shall distribute such retained
amounts, (x) in the case of the
<PAGE>
Lower-Tier REMIC, to the Holders of the Uncertificated Lower-Tier Interests to
the extent they are fully reimbursed for any Collateral Support Deficit arising
therefrom and then to the Holders of the Class LR Certificates in the manner
specified in Section 4.01(b) and (y) in the case of the Upper-Tier REMIC, to the
Holders of Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class
H, Class I, Class J and Class X Certificates, as applicable, in the manner
specified in Section 4.01(a), to the extent they are fully reimbursed for any
Collateral Support Deficit arising therefrom and then to the Holders of the
Class R Certificates. None of the Trustee, the Paying Agent, the Servicer or the
Special Servicer shall be responsible for any taxes imposed on either the
Lower-Tier REMIC or the Upper-Tier REMIC except to the extent such taxes arise
as a consequence of a breach of their respective obligations under this
Agreement.
(h) The Trustee (to the extent required to maintain books and records
hereunder) and the Paying Agent shall, for federal income tax purposes, maintain
books and records with respect to each of the Lower-Tier REMIC and the
Upper-Tier REMIC on a calendar year and on an accrual basis or as otherwise may
be required by the REMIC Provisions.
(i) Following the Startup Day, neither the Paying Agent nor the
Trustee shall accept any contributions of assets to the Lower-Tier REMIC and the
Upper-Tier REMIC unless the Paying Agent and the Trustee shall have received an
Opinion of Counsel (at the expense of the party seeking to make such
contribution) to the effect that the inclusion of such assets in the Lower-Tier
REMIC or the Upper-Tier REMIC will not (i) cause either the Lower-Tier REMIC or
the Upper-Tier REMIC to fail to qualify as a REMIC at any time that any
Uncertificated Lower-Tier Interests or Certificates are outstanding or (ii)
subject either the Trust Fund, the Lower-Tier REMIC or the Upper-Tier REMIC to
any tax under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.
(j) Neither the Paying Agent nor the Trustee shall enter into any
arrangement by which the Trust Fund or either the Lower-Tier REMIC or the
Upper-Tier REMIC will receive a fee or other compensation for services nor
permit the Trust Fund or either the Lower-Tier REMIC or the Upper-Tier REMIC to
receive any income from assets other than "qualified mortgages" as defined in
Section 860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the
Certificate Balance of each Class of Certificates representing a "regular
interest" in the Upper-Tier REMIC and by which the Lower-Tier Principal Amount
of each Class of Uncertificated Lower-Tier Interests representing a "regular
interest" in the Lower-Tier REMIC would be reduced to zero is November 18, 2030,
which is the Distribution Date immediately following the latest scheduled
maturity of any Mortgage Loan.
(l) Within 30 days after the Closing Date, the Paying Agent shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate
<PAGE>
Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for the Lower-Tier REMIC and the Upper-Tier REMIC.
(m) Neither the Trustee nor the Servicer shall sell, dispose of or
substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by
foreclosure or deed in lieu of foreclosure, (ii) the bankruptcy of the Trust
Fund, (iii) the termination of the Trust Fund pursuant to Article IX of this
Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or III of
this Agreement) or acquire any assets for the Trust Fund or either the
Lower-Tier REMIC or the Upper-Tier REMIC or sell or dispose of any investments
in the Certificate Account or the REO Account for gain unless it has received an
Opinion of Counsel that such sale, disposition or substitution will not (a)
affect adversely the status of either the Lower-Tier REMIC or the Upper-Tier
REMIC as a REMIC or (b) unless the Servicer has determined in its sole
discretion to indemnify the Trust Fund against such tax, cause the Trust Fund or
either the Lower-Tier REMIC or the Upper-Tier REMIC to be subject to a tax on
"prohibited transactions" pursuant to the REMIC Provisions.
SECTION 10.02. Depositor, Servicer, Special Servicer and Trustee to
Cooperate with Paying Agent.
(a) The Depositor shall provide or cause to be provided to the Paying
Agent, within 10 days after the Closing Date, all information or data that the
Paying Agent reasonably determines to be relevant for tax purposes as to the
valuations and Issue Prices of the Certificates, including, without limitation,
the price, yield, Prepayment Assumption and projected cash flow of the
Certificates.
(b) The Servicer, the Special Servicer, the Paying Agent and the
Trustee shall each furnish such reports, certifications and information, and
access to such books and records maintained thereby, as may relate to the
Certificates or the Trust Fund and as shall be reasonably requested by the
Paying Agent in order to enable it to perform its duties hereunder.
SECTION 10.03. Use of Agents.
The Paying Agent shall execute all of its obligations and duties under
this Article X through its corporate trust department located at 450 West 33rd
Street, New York, New York 100001. The Paying Agent may execute any of its
obligations and duties under this Article X either directly or by or through
agents or attorneys. The Paying Agent shall not be relieved of any of its duties
or obligations under this Article X by virtue of the appointment of any such
agents or attorneys.
[End of Article X]
<PAGE>
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01. Amendment.
(a) This Agreement may be amended from time to time by the parties
hereto, without the consent of any of the Certificateholders:
(i) to cure any ambiguity;
(ii) to correct or supplement any provisions herein or therein, which
may be inconsistent with any other provisions herein or therein or to
correct any error;
(iii) to modify, eliminate or add to any of its provisions to such
extent as shall be necessary to maintain the qualification of the Trust
Fund, either the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or
the Grantor Trust as a grantor trust at all times that any Certificate is
outstanding or to avoid or minimize the risk of the imposition of any tax
on the Trust Fund or either the Lower-Tier REMIC or the Upper-Tier REMIC
pursuant to the Code that would be a claim against the Trust Fund or either
the Lower-Tier REMIC or the Upper-Tier REMIC, provided that the Trustee has
received an Opinion of Counsel to the effect that (a) such action is
necessary or desirable to maintain such qualification or to avoid or
minimize the risk of the imposition of any such tax, and (b) such action
will not adversely affect in any material respect the interests of any
Certificateholder;
(iv) to change the timing and/or nature of deposits into the
Certificate Account, the Distribution Accounts or REO Account or to change
the name in which the Certificate Account is maintained, provided that (a)
the P&I Advance Date shall in no event be later than the related
Distribution Date, (b) such change shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of any
Certificateholder and (c) such change shall not result in the withdrawal,
downgrade or qualification of the then-current rating assigned to any Class
of Certificates, as evidenced by a letter from each Rating Agency to such
effect;
(v) to modify, eliminate or add to the provisions of Section 5.02(d)
or any other provision hereof restricting transfer of the Residual
Certificates by virtue of their being the REMIC "residual interests,"
provided that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or any of
the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Non-U.S. Person;
(vi) to make any other provisions with respect to matters or questions
arising under this Agreement which shall not be materially inconsistent
with the provisions of
<PAGE>
this Agreement, provided that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests
of any Certificateholder not consenting thereto; and
(vii) to amend or supplement any provision hereof to the extent
necessary to maintain the rating or ratings assigned to each Class of
Certificates by each Rating Agency.
(b) This Agreement may also be amended from time to time by the
parties hereto with the consent of the Holders of Certificates evidencing in the
aggregate not less than 662/3% of the Percentage Interests of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate; or
(ii) reduce the aforesaid percentage of Certificates of any Class the
Holders of which are required to consent to any such amendment, in any such
case without the consent of the Holders of all Certificates of such Class
then outstanding; or
(iii) adversely affect the Voting Rights of any Class of Certificates
without the consent of the Holders of all Certificates of such Class then
outstanding; or
(iv) amend this Section 11.01.
(c) Notwithstanding the foregoing, the Trustee will not be entitled to
consent to any amendment hereto without having first received an Opinion of
Counsel (at the Trust Fund's expense) to the effect that such amendment or the
exercise of any power granted to the Servicer, the Depositor, the Special
Servicer, the Trustee or any other specified person in accordance with such
amendment will not result in the imposition of a tax on the Trust Fund, the
Lower-Tier REMIC, the Upper-Tier REMIC, the Grantor Trust, cause the Lower-Tier
REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC, or cause the
Grantor Trust to fail to qualify as a grantor trust.
(d) Promptly after the execution of any such amendment, the Trustee
shall furnish a statement describing the amendment to each Certificateholder and
the Paying Agent and a copy of such amendment to each Rating Agency.
(e) It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.
<PAGE>
(f) The Trustee may, but shall not be obligated to, enter into any
amendment pursuant to this Section that affects its rights, duties and
immunities under this Agreement or otherwise.
(g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Servicer or the Trustee requests any amendment of
this Agreement in furtherance of the rights and interests of Certificateholders,
the cost of any Opinion of Counsel required in connection therewith pursuant to
Section 11.01(a) or (c) shall be payable out of the Certificate Account.
SECTION 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Trustee at the expense of the Depositor on direction by the
Trustee, but only upon direction accompanied by an Opinion of Counsel (the cost
of which shall be paid by the Depositor) to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
(c) The Trustee shall make any filings required under Massachusetts
General Laws, Chapter 182, Sections 2 and 12, the costs of which, if any, to be
at the Trustee's expense.
SECTION 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.
(b) No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.
<PAGE>
(c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement or any Mortgage
Loan, unless, with respect to any suit, action or proceeding upon or under or
with respect to this Agreement, such Holder previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as herein before provided, and unless also (except in the case of a default by
the Trustee) the Holders of Certificates of any Class evidencing not less than
25% of the related Percentage Interests in such Class shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding. The Trustee shall be under no
obligation to exercise any of the trusts or powers vested in it hereunder or to
institute, conduct or defend any litigation hereunder or in relation hereto at
the request, order or direction of any of the Holders of Certificates unless
such Holders have offered to the Trustee reasonable security against the costs,
expenses and liabilities which may be incurred therein or hereby. It is
understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 11.03(c), each and every Certificateholder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.
SECTION 11.04. Governing Law.
This Agreement and the Certificates shall be construed in accordance
with the internal laws of the State of New York applicable to agreements made
and to be performed in said State, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws.
SECTION 11.05. Notices.
Any communications provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given if personally delivered at or mailed by registered mail, postage
prepaid (except for notices to the Trustee which shall be deemed to have been
duly given only when received), to: (i) in the case of the Depositor, Chase
Commercial Mortgage Securities Corp., 270 Park Avenue, New York, New York 10017,
Attention: Steven Schwartz, Vice President, with a copy to Jeanne M. Mininall,
Esq., telecopy number: (212) 270-7481; (ii) in the case of the Servicer, GMAC
Commercial Mortgage Corporation, 650 Dresher Road, Horsham, Pennsylvania 19044
<PAGE>
Attention: Executive Vice President, Servicing, telecopy number: (215) 328-3478,
and with a copy to GMAC Commercial Mortgage Corporation, 650 Dresher Road,
Horsham, Pennsylvania 19044, Attention: General Counsel, telecopy number: (215)
328-3620, and with a copy to GMAC Commercial Mortgage Corporation, 150 South
Wacker Drive, 28th Floor, Chicago, Illinois 60606, Attention: Master Servicing
Manager, telecopy number (312) 345-8617; (iii) in the case of the Special
Servicer, GMAC Commercial Mortgage Corporation, 550 California Street, San
Francisco, California 94101, Attention: CMBS Portfolio Manager, telecopy number:
(415) 391-2949; (iv) in the case of the Trustee, State Street Bank and Trust
Company, 2 International Place, 5th Floor, Boston, Massachusetts 02110,
Attention: Corporate Trust Department- Chase Commercial Mortgage Securities
Corp., CMPTC, Series 1998-2, telecopy number: (617) 664-5167]; (v) in the case
of the initial Paying Agent, the initial Certificate Registrar and the initial
Authenticating Agent, The Chase Manhattan Bank, 450 West 33rd Street, 15th
Floor, New York, New York 10001, Attention: Structured Finance Services (MBS),
telecopy number: (212) 946-8302; (vi) in the case of the Rating Agencies, (a)
Duff & Phelps Credit Rating Co., 55 East Monroe Street, Chicago, Illinois 60603,
Attention: Commercial Mortgage Monitoring Group, telecopy number: (312) 263-2852
and (b) Standard & Poor's Ratings Services, 25 Broadway, New York, New York
10004, Attention: Commercial Mortgage Surveillance Group, telecopy number: (212)
412-0539; and (vii) in the case of the Mortgage Loan Seller, The Chase Manhattan
Bank, CCMB, 380 Madison Avenue, 11th Floor, New York, New York 10017, Attention:
Patricia A. Micka, Managing Director, telecopy number (212) 622-3584; or as to
each such Person such other address as may hereafter be furnished by such Person
to the parties hereto in writing. Any communication required or permitted to be
delivered to a Certificateholder shall be deemed to have been duly given when
mailed first class, postage prepaid, to the address of such Holder as shown in
the Certificate Register. Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given, whether
or not the Certificateholder receives such notice.
SECTION 11.06. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 11.07. Grant of a Security Interest.
The Depositor intends that the conveyance of the Depositor's right,
title and interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a sale and not a pledge of security for a loan. If such conveyance is
deemed to be a pledge of security for a loan, however, the Depositor intends
that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, (i) the Depositor shall be deemed to have granted to the
Trustee (in
<PAGE>
such capacity) a first priority security interest in the Depositor's entire
right, title and interest in and to the assets comprising the Trust Fund,
including without limitation, the Mortgage Loans, all principal and interest
received or receivable with respect to the Mortgage Loans (other than principal
and interest payments due and payable prior to the Cut-off Date and Principal
Prepayments received prior to the Cut-off Date), all amounts held from time to
time in the Certificate Account, the Distribution Account and, if established,
the REO Account, and all reinvestment earnings on such amounts, and all of the
Depositor's right, title and interest in and to the proceeds of any title,
hazard or other Insurance Policies related to such Mortgage Loans and (ii) this
Agreement shall constitute a security agreement under applicable law. This
Section 11.07 shall constitute notice to the Trustee pursuant to any of the
requirements of the applicable UCC.
SECTION 11.08. Successors and Assigns; Beneficiaries.
The provisions of this Agreement shall be binding upon and inure to
the benefit of the respective successors and assigns of the parties hereto, and
all such provisions shall inure to the benefit of the Certificateholders. No
other person, including, without limitation, any Mortgagor, shall be entitled to
any benefit or equitable right, remedy or claim under this Agreement.
SECTION 11.09. Article and Section Headings.
The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.
SECTION 11.10. Notices to the Rating Agencies.
(a) The Trustee shall use reasonable efforts promptly to provide
notice to each Rating Agency with respect to each of the following of which it
has actual knowledge:
(i) any material change or amendment to this Agreement;
(ii) the occurrence of any Event of Default that has not been cured;
(iii) the resignation or termination of the Servicer or the Special
Servicer;
(iv) any change in the location of either of the Distribution
Accounts;
(v) the repurchase of Mortgage Loans by the Mortgage Loan Seller
pursuant to Section 3 of the Mortgage Loan Purchase Agreement; and
(vi) the final payment to any Class of Certificateholders.
(b) The Servicer shall use reasonable efforts promptly to provide
notice to each Rating Agency with respect to each of the following of which it
has actual knowledge:
(i) the resignation or removal of the Trustee;
<PAGE>
(ii) any change in the location of the Certificate Account; and
(iii) any event that would result in the voluntary or involuntary
termination of any insurance of the accounts of the Paying Agent or the
Trustee;
(iv) any change in the lien priority of any Mortgage Loan;
(v) any additional lease to an anchor tenant or termination of any
existing lease to an anchor tenant at retail properties for any Mortgage
Loan with a Stated Principal Balance that is greater than 5% of the then
aggregate outstanding principal balances of the Mortgage Loans;
(vi) any material damage to any Mortgaged Property;
(vii) any assumption with respect to a Mortgage Loan; and
(viii) any release or substitution of any Mortgaged Property.
(c) Each of the Servicer and the Special Servicer shall promptly
furnish to each Rating Agency copies of the following:
(i) each of its annual statements as to compliance described in
Section 3.13;
(ii) inspection reports and other items delivered to each of the
Servicer and Special Servicer pursuant to Sections 3.12(a) and 3.12(b);
(iii) each of its annual independent public accountants' servicing
reports described in Section 3.14;
(iv) a Collection Report with respect to each Distribution Date
required to be delivered pursuant to Section 4.02(b); and
(v) each waiver and consent provided pursuant to Section 3.08.
(d) The Paying Agent shall promptly furnish to each Rating Agency a
copy of the Statement to Certificateholders distributed pursuant to Section
4.02(a).
(e) The Trustee, the Servicer and the Special Servicer, as applicable,
shall furnish to each Rating Agency with respect to each Mortgage Loan such
information as the Rating Agency shall reasonably request and which the Trustee,
the Servicer or Special Servicer, can reasonably provide in accordance with
applicable law and without waiving any attorney-client privilege relating to
such information or violating the terms of this Agreement or any Mortgage Loan
documents. The Trustee, the Servicer and Special Servicer, as applicable, may
include any reasonable disclaimer it deems appropriate with respect to such
information.
[End of Article XI]
<PAGE>
[SIGNATURES COMMENCE ON FOLLOWING PAGE]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.
CHASE COMMERCIAL MORTGAGE
SECURITIES CORP.
Depositor
By:
------------------------
Name: Steven Schwartz
Title: Vice President
GMAC COMMERCIAL MORTGAGE
CORPORATION
Servicer
By:
------------------------
Name: Kathryn Marquardt
Title: Senior Vice President
GMAC COMMERCIAL MORTGAGE
CORPORATION
Special Servicer
By:
------------------------
Name: Kathryn Marquardt
Title: Senior Vice President
STATE STREET BANK AND TRUST
COMPANY
Trustee
By:
------------------------
Name: Julie A. Kirby
Title: Assistant Vice President
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the ___ day of November, 1998 before me, a notary public in and for
said State, personally appeared Steven Schwartz known to me to be a Vice
President of Chase Commercial Mortgage Securities Corp. one of the corporations
that executed the within instrument, and also known to me to be the person who
executed it on behalf of such corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
------------------------
Notary Public
[Notarial Seal]
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the ___ day of November, 1998, before me, a notary public in and
for said State, personally appeared Julie A. Kirby known to me to be an
Assistant Vice President of State Street Bank and Trust Company that executed
the within instrument, and also known to me to be the person who executed it on
behalf of such Massachusetts trust company, and acknowledged to me that such
trust company executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
------------------------
Notary Public
[Notarial Seal]
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the ___ day of _____, 1998 before me, a notary public in and for
said State, personally appeared ___________________ known to me to be
___________________ of ________________________, a _____________________
_____________________, which executed the within instrument on behalf of such
partnership, and also known to me to be the person who executed it on behalf of
such corporation, and acknowledged to me that such corporation executed the
within instrument on behalf of such partnership.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
------------------------
Notary Public
[Notarial Seal]
<PAGE>
STATE OF ____________ )
) ss.:
COUNTY OF ____________ )
On the ____ day of November, 1998 before me, a notary public in and
for said State, personally appeared Kathryn Marquardt known to me to be a Senior
Vice President of GMAC Commercial Mortgage Corporation, a New York banking
corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of such national banking association, and
acknowledged to me that such banking corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
------------------------
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT A-1
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-2, CLASS A-1
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
PASS-THROUGH RATE: 6.025% APPROXIMATE AGGREGATE SCHEDULED
PRINCIPAL BALANCE OF THE MORTGAGE
DENOMINATION: $______________________ LOANS AFTER DEDUCTING PAYMENTS DUE
AND PREPAYMENTS RECEIVED ON OR BEFORE
DATE OF POOLING AND SERVICING AGREEMENT: CUT-OFF DATE: $1,268,136,183
AS OF NOVEMBER 10, 1998
SERVICER: GMAC COMMERCIAL MORTGAGE
CORPORATION
CUT-OFF DATE: NOVEMBER 10, 1998
SPECIAL SERVICER: GMAC COMMERCIAL
CLOSING DATE: NOVEMBER 19, 1998 MORTGAGE CORPORATION
FIRST DISTRIBUTION DATE: DECEMBER 18, TRUSTEE: STATE STREET BANK AND TRUST
1998 COMPANY
APPROXIMATE AGGREGATE PAYING AGENT: THE CHASE MANHATTAN BANK
CERTIFICATE BALANCE
OF THE CLASS A-1 CERTIFICATES CUSIP NO.: 161505CV2
AS OF THE CLOSING DATE: $198,800,000
ISIN NO.: US161505CV27
COMMON CODE NO.: 9226966
CERTIFICATE NO.: ________
- ----------
1 If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<PAGE>
CLASS A-1 CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT ____________________
is the registered owner of the interest evidenced by this Certificate in the
Class A-1 Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of November 10, 1998 (the "Pooling and
Servicing Agreement"), among Chase Commercial Mortgage Securities Corp.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Servicer and the
Special Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
A-1 Certificates. The Certificates are designated as the Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
1998-2 and are issued in fourteen classes as specifically set forth in the
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
<PAGE>
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class A-1 Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class
of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder (1) has provided the Trustee
and the Paying Agent with wire instructions in writing at least five Business
Days prior to the related Record Date and (2) is the Holder of Certificates with
an original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
<PAGE>
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class
X Certificates will be issued in book-entry form through the facilities of DTC
in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1,000 in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate Registrar
for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for
transfers to Institutional Accredited Investors as provided in Section 5.02(h)
thereof. In connection with any transfer to an Institutional Accredited
Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar's counsel's review of the documents and any
legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.02 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by any
notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer and the Trustee, without
the consent of any of the Certificateholders, to cure any ambiguity, to correct
or supplement any provisions herein or therein that may be inconsistent with any
other provisions herein or therein or to correct any error; to maintain the
rating or ratings assigned to each Class of Certificates by each Rating Agency;
to modify, eliminate or add to any provisions to such extent as is necessary to
maintain the qualification of either the Upper-Tier REMIC or the Lower-Tier
REMIC as a REMIC to avoid or minimize the imposition of any tax, provided,
however, an Opinion of Counsel is obtained to the effect that such action shall
not adversely affect in any material respect the interest of any
Certificateholder and such action is necessary or desirable to avoid such tax;
to change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of
<PAGE>
Counsel is obtained to the effect that such action shall not adversely affect in
any material respect the interest of any Certificateholder and that such action
will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," and such change shall not, as evidenced by
an Opinion of Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; and to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement which shall not
be materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates representing not less than 66 2/3% of
the aggregate Percentage Interests of each Class of Certificates affected by the
amendment for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or
of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any Class the
Holders of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates of such Class then outstanding;
or
(iii) adversely affect the Voting Rights of any Class of Certificates
without the consent of the Holders of such Class then outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on either the Upper-Tier
REMIC or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last
<PAGE>
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE pooling and servicing agreement SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK,
not in its individual capacity
but solely as Certificate
Registrar under the Pooling
and Servicing Agreement.
By:
--------------------------
AUTHORIZED OFFICER
Dated: November 19, 1998
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By:
--------------------------
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in
the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________________
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------
Dated:_______________________ NOTICE: The signature to this
assignment must correspond
with the name as written upon
the face of this Certificate
in every particular without
alteration or enlargement or
any change whatever.
- -------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-2
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-2, CLASS A-2
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2
PASS-THROUGH RATE: 6.390% APPROXIMATE AGGREGATE
SCHEDULED PRINCIPAL BALANCE OF
DENOMINATION: $______________________ THE MORTGAGE LOANS AFTER
DEDUCTING PAYMENTS DUE AND
DATE OF POOLING AND SERVICING PREPAYMENTS RECEIVED ON OR
AGREEMENT: AS OF NOVEMBER 10, 1998 BEFORE CUT-OFF DATE:
$1,268,136,183
CUT-OFF DATE: NOVEMBER 10, 1998
SERVICER: GMAC COMMERCIAL
CLOSING DATE: NOVEMBER 19, 1998 MORTGAGE CORPORATION
FIRST DISTRIBUTION DATE: SPECIAL SERVICER: GMAC
DECEMBER 18, 1998 COMMERCIAL MORTGAGE
CORPORATION
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE TRUSTEE: STATE STREET BANK AND
OF THE CLASS A-2 CERTIFICATES TRUST COMPANY
AS OF THE CLOSING DATE: $720,598,732
PAYING AGENT: THE CHASE
MANHATTAN BANK
CUSIP NO.: 161505CW0
ISIN NO.: US161505CW00
COMMON CODE NO.: 9226974
CERTIFICATE NO.: ________
- ----------
1 If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<PAGE>
CLASS A-2 CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT ______________________
is the registered owner of the interest evidenced by this Certificate in the
Class A-2 Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of November 10, 1998 (the "Pooling and
Servicing Agreement"), among Chase Commercial Mortgage Securities Corp.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Servicer and the
Special Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class
A-2 Certificates. The Certificates are designated as the Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
1998-2 and are issued in fourteen classes as specifically set forth in the
Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
<PAGE>
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class A-2 Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class
of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder (1) has provided the Trustee
and the Paying Agent with wire instructions in writing at least five Business
Days prior to the related Record Date and (2) is the Holder of Certificates with
an original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
<PAGE>
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class
X Certificates will be issued in book-entry form through the facilities of DTC
in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1,000 in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate Registrar
for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for
transfers to Institutional Accredited Investors as provided in Section 5.02(h)
thereof. In connection with any transfer to an Institutional Accredited
Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar's counsel's review of the documents and any
legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.02 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by any
notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer and the Trustee, without
the consent of any of the Certificateholders, to cure any ambiguity, to correct
or supplement any provisions herein or therein that may be inconsistent with any
other provisions herein or therein or to correct any error; to maintain the
rating or ratings assigned to each Class of Certificates by each Rating Agency;
to modify, eliminate or add to any provisions to such extent as is necessary to
maintain the qualification of either the Upper-Tier REMIC or the Lower-Tier
REMIC as a REMIC to avoid or minimize the imposition of any tax, provided,
however, an Opinion of Counsel is obtained to the effect that such action shall
not adversely affect in any material respect the interest of any
Certificateholder and such action is necessary or desirable to avoid such tax;
to change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of
<PAGE>
Counsel is obtained to the effect that such action shall not adversely affect in
any material respect the interest of any Certificateholder and that such action
will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," and such change shall not, as evidenced by
an Opinion of Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; and to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement which shall not
be materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates representing not less than 66 2/3% of
the aggregate Percentage Interests of each Class of Certificates affected by the
amendment for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or
of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any Class the
Holders of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates of such Class then outstanding;
or
(iii) adversely affect the Voting Rights of any Class of Certificates
without the consent of the Holders of such Class then outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on either the Upper-Tier
REMIC or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last
<PAGE>
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE pooling and servicing agreement SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK,
not in its individual capacity
but solely as Certificate
Registrar under the Pooling
and Servicing Agreement.
By:
--------------------------
AUTHORIZED OFFICER
Dated: November 19, 1998
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By:
--------------------------
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in
the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________________
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------
Dated:_______________________ NOTICE: The signature to this
assignment must correspond
with the name as written upon
the face of this Certificate
in every particular without
alteration or enlargement or
any change whatever.
- -------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-3
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-2, CLASS B
THIS CLASS B CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. the PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT deficit ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS Amended.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SECTION
2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE
CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL
IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE
DEPOSITOR TO THE
- ----------
1 If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<PAGE>
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
SERVICER, THE SPECIAL SERVICER, THE PLACEMENT AGENTS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.
PASS-THROUGH RATE: 6.390% APPROXIMATE AGGREGATE
SCHEDULED PRINCIPAL BALANCE OF
DENOMINATION: $________________________ THE MORTGAGE LOANS AFTER
DEDUCTING PAYMENTS DUE AND
DATE OF POOLING AND SERVICING AGREEMENT: PREPAYMENTS RECEIVED ON OR
AS OF NOVEMBER 10, 1998 BEFORE CUT-OFF DATE:
$1,268,136,183
CUT-OFF DATE: NOVEMBER 10, 1998
SERVICER: GMAC COMMERCIAL
CLOSING DATE: NOVEMBER 19, 1998 MORTGAGE CORPORATION
FIRST DISTRIBUTION DATE: SPECIAL SERVICER: GMAC
DECEMBER 18, 1998 COMMERCIAL MORTGAGE
CORPORATION
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE TRUSTEE: STATE STREET BANK AND
OF THE CLASS B CERTIFICATES TRUST COMPANY
AS OF THE CLOSING DATE: $63,406,809
PAYING AGENT: THE CHASE
MANHATTAN BANK
CUSIP NO.: 161505CZ3
ISIN NO.: US161505CZ31
COMMON CODE NO.: 9227300
CERTIFICATE NO.: ______
<PAGE>
CLASS B CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT ______________________
is the registered owner of the interest evidenced by this Certificate in the
Class B Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of November 10, 1998 (the "Pooling and
Servicing Agreement"), among Chase Commercial Mortgage Securities Corp.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer
and the Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class B
Certificates. The Certificates are designated as the Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-2
and are issued in fourteen classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
<PAGE>
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class B Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class
of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder (1) has provided the Trustee
and the Paying Agent with wire instructions in writing at least five Business
Days prior to the related Record Date and (2) is the Holder of Certificates with
an original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
<PAGE>
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class
X Certificates will be issued in book-entry form through the facilities of DTC
in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1,000 in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate Registrar
for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for
transfers to Institutional Accredited Investors as provided in Section 5.02(h)
thereof. In connection with any transfer to an Institutional Accredited
Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar's counsel's review of the documents and any
legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.02 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by any
notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer and the Trustee, without
the consent of any of the Certificateholders, to cure any ambiguity, to correct
or supplement any provisions herein or therein that may be inconsistent with any
other provisions herein or therein or to correct any error; to maintain the
rating or ratings assigned to each Class of Certificates by each Rating Agency;
to modify, eliminate or add to any provisions to such extent as is necessary to
maintain the qualification of either the Upper-Tier REMIC or the Lower-Tier
REMIC as a REMIC to avoid or minimize the imposition of any tax, provided,
however, an Opinion of Counsel is obtained to the effect that such action shall
not adversely affect in any material respect the interest of any
Certificateholder and such action is necessary or desirable to avoid such tax;
to change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of
<PAGE>
Counsel is obtained to the effect that such action shall not adversely affect in
any material respect the interest of any Certificateholder and that such action
will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," and such change shall not, as evidenced by
an Opinion of Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; and to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement which shall not
be materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates representing not less than 66 2/3% of
the aggregate Percentage Interests of each Class of Certificates affected by the
amendment for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or
of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any Class the
Holders of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates of such Class then outstanding;
or
(iii) adversely affect the Voting Rights of any Class of Certificates
without the consent of the Holders of such Class then outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on either the Upper-Tier
REMIC or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last
<PAGE>
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK,
not in its individual capacity
but solely as Certificate
Registrar under the Pooling
and Servicing Agreement.
By:
---------------------------
AUTHORIZED OFFICER
Dated: November 19, 1998
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By:
---------------------------
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in
the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________________
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------
Dated:_______________________ NOTICE: The signature to this
assignment must correspond
with the name as written upon
the face of this Certificate
in every particular without
alteration or enlargement or
any change whatever.
- -------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-4
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-2, CLASS C
THIS CLASS C CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]4
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
- ----------
1 If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<PAGE>
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SECTION
2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE
CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL
IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE
DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY
SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST
FUND BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE
CODE OR THE PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A
"PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE
OR ANY SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR,
THE SERVICER, THE SPECIAL SERVICER, THE PLACEMENT AGENTS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.
PASS-THROUGH RATE: 6.390% APPROXIMATE AGGREGATE
SCHEDULED PRINCIPAL BALANCE OF
DENOMINATION: THE MORTGAGE LOANS AFTER
$________________________ DEDUCTING PAYMENTS DUE AND
PREPAYMENTS RECEIVED ON OR
DATE OF POOLING AND SERVICING BEFORE CUT-OFF DATE:
AGREEMENT: AS OF NOVEMBER 10, $1,268,136,183
1998
SERVICER: GMAC COMMERCIAL
CUT-OFF DATE: NOVEMBER 10, MORTGAGE CORPORATION
1998
SPECIAL SERVICER: GMAC
CLOSING DATE: NOVEMBER 19, COMMERCIAL MORTGAGE
1998 CORPORATION
FIRST DISTRIBUTION DATE: TRUSTEE: STATE STREET BANK AND
DECEMBER 18, 1998 TRUST COMPANY
APPROXIMATE AGGREGATE PAYING AGENT: THE CHASE
CERTIFICATE BALANCE OF THE MANHATTAN BANK
CLASS C CERTIFICATES AS OF THE
CLOSING DATE: $69,747,490 CUSIP NO.: 161505DA7
ISIN NO.: US161505DA70
COMMON CODE NO.: 9227342
CERTIFICATE NO.: _________
<PAGE>
CLASS C CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT _______________________
is the registered owner of the interest evidenced by this Certificate in the
Class C Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of November 10, 1998 (the "Pooling and
Servicing Agreement"), among Chase Commercial Mortgage Securities Corp.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer
and the Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Certificates of the series specified on the face hereof (herein
called the "Certificates") and representing an interest in the Class of
Certificates specified on the face hereof equal to the quotient expressed as a
percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class C
Certificates. The Certificates are designated as the Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-2
and are issued in fourteen classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate mortgage
investment conduit," as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each
Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local
income and franchise taxes and other taxes imposed on or measured by income.
<PAGE>
Pursuant to the terms of the Pooling and Servicing Agreement, the
Paying Agent shall distribute to the Person in whose name this Certificate is
registered as of the related Record Date, an amount equal to such Person's pro
rata share (based on the Percentage Interest represented by this Certificate) of
that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate may be entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.
Interest on this Certificate will accrue (computed as if each year
consisted of 360 days and each month consisted of 30 days) during the Interest
Accrual Period relating to such Distribution Date at the Class C Pass-Through
Rate specified above on the Certificate Balance of this Certificate immediately
prior to each Distribution Date. Principal and interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among other
things, certain collections and recoveries respecting the Mortgage Loans, all as
more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to a Class
of Certificates shall be made on each Distribution Date (other than the final
distribution on any Certificate) to Certificateholders of record on the related
Record Date by check mailed to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder (1) has provided the Trustee
and the Paying Agent with wire instructions in writing at least five Business
Days prior to the related Record Date and (2) is the Holder of Certificates with
an original Certificate Balance or Notional Amount, as applicable, of at least
$5,000,000, by wire transfer of immediately available funds to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor. The final distribution on this Certificate shall be made in like
manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the
notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date because of
the failure of Certificateholders to tender their Certificates shall be set
aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
<PAGE>
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement, the Class
X Certificates will be issued in book-entry form through the facilities of DTC
in Denominations of not less than $1,000,000 initial Notional Amount and in
integral multiples of $1,000 in excess thereof, with one Certificate of such
Class evidencing an additional amount equal to the remainder of the initial
Notional Amount of such Class. Subject to the terms of the Pooling and Servicing
Agreement, the Offered Certificates (other than the Class X Certificates) will
be issued in book-entry form through the facilities of DTC in Denominations of
$10,000 initial Certificate Balance, and in integral multiples of $1,000 in
excess thereof, with one Certificate of each such Class evidencing an additional
amount equal to the remainder of the initial Certificate Balance of such Class.
Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered
Certificates (other than the Residual Certificates) will be issued in book-entry
form through the facilities of DTC in Denominations of $250,000 initial
Certificate Balance, and in integral multiples of $1,000 in excess thereof, with
one Certificate of each such Class evidencing an additional amount equal to the
remainder of the initial Certificate Balance of such Class. The Class R and
Class LR Certificates will be issued in fully registered, certificated form, in
Denominations representing Percentage Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate Registrar
for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for
transfers to Institutional Accredited Investors as provided in Section 5.02(h)
thereof. In connection with any transfer to an Institutional Accredited
Investor, the Transferor shall reimburse the Trust for any costs (including the
cost of the Certificate Registrar's counsel's review of the documents and any
legal opinions, submitted by the transferor or transferee to the Certificate
Registrar as provided in Section 5.02 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection
with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special Servicer, the
Paying Agent and the Certificate Registrar and any of their agents may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and neither the Depositor, the Trustee, the Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by any
notice to the contrary.
The Pooling and Servicing Agreement may be amended from time to time
by the Depositor, the Servicer, the Special Servicer and the Trustee, without
the consent of any of the Certificateholders, to cure any ambiguity, to correct
or supplement any provisions herein or therein that may be inconsistent with any
other provisions herein or therein or to correct any error; to maintain the
rating or ratings assigned to each Class of Certificates by each Rating Agency;
to modify, eliminate or add to any provisions to such extent as is necessary to
maintain the qualification of either the Upper-Tier REMIC or the Lower-Tier
REMIC as a REMIC to avoid or minimize the imposition of any tax, provided,
however, an Opinion of Counsel is obtained to the effect that such action shall
not adversely affect in any material respect the interest of any
Certificateholder and such action is necessary or desirable to avoid such tax;
to change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of
<PAGE>
Counsel is obtained to the effect that such action shall not adversely affect in
any material respect the interest of any Certificateholder and that such action
will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," and such change shall not, as evidenced by
an Opinion of Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; and to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement which shall not
be materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from time to
time by the Depositor, the Servicer, the Special Servicer and the Trustee with
the consent of the Holders of Certificates representing not less than 66 2/3% of
the aggregate Percentage Interests of each Class of Certificates affected by the
amendment for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or
of modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any Class the
Holders of which are required to consent to any such amendment, without the
consent of the Holders of all Certificates of such Class then outstanding;
or
(iii) adversely affect the Voting Rights of any Class of Certificates
without the consent of the Holders of such Class then outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing Agreement
unless the Trustee shall have received an Opinion of Counsel that such amendment
will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to
qualify as a REMIC or result in the imposition of a tax on either the Upper-Tier
REMIC or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement and the
Trust Fund created thereby (other than the obligation of the Paying Agent to
make payments to Certificateholders as provided for in the Pooling and Servicing
Agreement), shall terminate upon reduction of the Certificate Balances of all
the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust Fund due to a sale of its property)
pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last
<PAGE>
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been executed by
the Authenticating Agent, by manual signature, this Certificate shall not be
entitled to any benefit under the Pooling and Servicing Agreement or be valid
for any purpose. The Certificate Registrar has executed this Certificate on
behalf of the Trust Fund as Certificate Registrar under the Pooling and
Servicing Agreement and makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK,
not in its individual capacity
but solely as Certificate
Registrar under the Pooling
and Servicing Agreement.
By:
---------------------------
AUTHORIZED OFFICER
Dated: November 19, 1998
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED
POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By:
---------------------------
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common Act __________________________
(State)
Additional abbreviations may also be used though not in
the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto__________________________________________________________________
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
------------------------------
Dated:_______________________ NOTICE: The signature to this
assignment must correspond
with the name as written upon
the face of this Certificate
in every particular without
alteration or enlargement or
any change whatever.
- -------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-5
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-2, CLASS D
THIS CLASS D CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. the PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT deficit ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS Amended.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SECTION
2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE
CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL
IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE
DEPOSITOR TO THE
__________________________
(1) If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<PAGE>
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
SERVICER, THE SPECIAL SERVICER, THE PLACEMENT AGENTS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.
THIS CERTIFICATE IS ISSUED ON NOVEMBER 19, 1998, AND BASED ON ITS ISSUE PRICE OF
92.37010%, INCLUDING ACCRUED INTEREST, AND A STATED REDEMPTION PRICE AT MATURITY
EQUAL TO ITS INITIAL PRINCIPAL BALANCE (PLUS 1 DAY OF INTEREST AT THE
PASS-THROUGH RATE HEREON), IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN ACCORDANCE
WITH PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF ZERO USED TO
PRICE THIS CERTIFICATE, PROVIDED THAT ALL APD MORTGAGE LOANS ARE DEEMED TO
PREPAY ON THEIR ANTICIPATED PAYMENT DATES: (I) THE AMOUNT OF OID AS A PERCENTAGE
OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE IS APPROXIMATELY
7.64765000%; (II) THE ANNUAL YIELD TO MATURITY OF THIS CERTIFICATE, COMPOUNDED
MONTHLY, IS APPROXIMATELY 7.48%; AND (III) THE AMOUNT OF OID ALLOCABLE TO THE
SHORT FIRST ACCRUAL PERIOD (NOVEMBER 19, 1998 TO DECEMBER 18, 1998) AS A
PERCENTAGE OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE, CALCULATED
USING THE EXACT METHOD, IS APPROXIMATELY 0.04166297%.
<TABLE>
<CAPTION>
<S> <C>
PASS-THROUGH RATE: 6.390% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE OF THE
MORTGAGE LOANS AFTER DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DENOMINATION: $______________________ RECEIVED ON OR BEFORE CUT-OFF DATE: $1,268,136,183
DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER SERVICER: GMAC COMMERCIAL MORTGAGE CORPORATION
10, 1998
SPECIAL SERVICER: GMAC COMMERCIAL MORTGAGE CORPORATION
CUT-OFF DATE: NOVEMBER 10, 1998
TRUSTEE: STATE STREET BANK AND TRUST COMPANY
CLOSING DATE: NOVEMBER 19, 1998
PAYING AGENT: THE CHASE MANHATTAN BANK
FIRST DISTRIBUTION DATE:
DECEMBER 18, 1998 CUSIP NO.: 161505DB5
APPROXIMATE AGGREGATE ISIN NO.: US161505DB53
CERTIFICATE BALANCE
OF THE CLASS D CERTIFICATES COMMON CODE NO.: 9227385
AS OF THE CLOSING DATE: $72,917,830
CERTIFICATE NO.: _________
</TABLE>
<PAGE>
CLASS D CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT ________________________
is the registered owner of the interest evidenced by this Certificate in the
Class D Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of November 10, 1998 (the "Pooling and
Servicing Agreement"), among Chase Commercial Mortgage Securities Corp.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer
and the Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the Denomination of this
Certificate specified on the face hereof, by the aggregate initial Certificate
Balance of the Class D Certificates. The Certificates are designated as the
Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 1998-2 and are issued in fourteen classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
<PAGE>
Pursuant to the terms of the Pooling and Servicing Agreement,
the Paying Agent shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person's
pro rata share (based on the Percentage Interest represented by this
Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same
Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class D
Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to
this Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among
other things, certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth in the Pooling and Servicing Agreement. As
provided in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to
a Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date
because of the failure of Certificateholders to tender their Certificates shall
be set aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
<PAGE>
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement,
the Class X Certificates will be issued in book-entry form through the
facilities of DTC in Denominations of not less than $1,000,000 initial Notional
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of such Class evidencing an additional amount equal to the remainder
of the initial Notional Amount of such Class. Subject to the terms of the
Pooling and Servicing Agreement, the Offered Certificates (other than the Class
X Certificates) will be issued in book-entry form through the facilities of DTC
in Denominations of $10,000 initial Certificate Balance, and in integral
multiples of $1,000 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial
Certificate Balance of such Class. Subject to the terms of the Pooling and
Servicing Agreement, the Non-Registered Certificates (other than the Residual
Certificates) will be issued in book-entry form through the facilities of DTC in
Denominations of $250,000 initial Certificate Balance, and in integral multiples
of $1,000 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance
of such Class. The Class R and Class LR Certificates will be issued in fully
registered, certificated form, in Denominations representing Percentage
Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent and the Certificate Registrar and any of their agents
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Servicer,
the Special Servicer, the Certificate Registrar nor any such agents shall be
affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time
to time by the Depositor, the Servicer, the Special Servicer and the Trustee,
without the consent of any of the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions herein or therein that may be inconsistent
with any other provisions herein or therein or to correct any error; to maintain
the rating or ratings assigned to each Class of Certificates by each Rating
Agency; to modify, eliminate or add to any provisions to such extent as is
necessary to maintain the qualification of the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of any tax,
provided, however, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and such action is necessary or desirable to avoid such tax;
to change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of Counsel is
obtained to the effect
<PAGE>
that such action shall not adversely affect in any material respect the interest
of any Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause either
the Upper-Tier REMIC or the Lower-Tier REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer
to a Person that is a Disqualified Organization or a Non-U.S. Person; and to
make any other provisions with respect to matters or questions arising under the
Pooling and Servicing Agreement which shall not be materially inconsistent with
the provisions of the Pooling and Servicing Agreement, provided, however, that
such action shall not, as evidenced by an Opinion of Counsel, adversely affect
in any material respect the interest of any Certificateholder not consenting
thereto.
The Pooling and Servicing Agreement may also be amended from
time to time by the Depositor, the Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66 2/3% of the aggregate Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing
of, payments which are required to be distributed on any Certificate
without the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such
amendment, without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing
Agreement unless the Trustee shall have received an Opinion of Counsel that such
amendment will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to
fail to qualify as a REMIC or result in the imposition of a tax on the
Upper-Tier REMIC or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Paying
Agent to make payments to Certificateholders as provided for in the Pooling and
Servicing Agreement), shall terminate upon reduction of the Certificate Balances
of all the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last
<PAGE>
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust Fund as Certificate Registrar under the
Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the
Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in
its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By: ___________________________
AUTHORIZED OFFICER
Dated: November 19, 1998
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By: ___________________________
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common
Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto____
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
- --------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
-------------------------------------------
Dated: NOTICE: The signature to this assignment
-------------------------- must correspond with the name as written
upon the face of this Certificate in every
particular without alteration or
enlargement or any change whatever.
- -------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-6
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-2, CLASS E
THIS CLASS E CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. the PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT deficit ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SECTION
2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE
CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL
IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE
DEPOSITOR TO THE
__________________________
(1) If this Certificate represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<PAGE>
EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED
PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING
DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE
PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED
TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE OR ANY
SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE
SERVICER, THE SPECIAL SERVICER, THE PLACEMENT AGENTS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.
THIS CERTIFICATE IS ISSUED ON NOVEMBER 19, 1998, AND BASED ON ITS ISSUE PRICE OF
84.70400%, INCLUDING ACCRUED INTEREST, AND A STATED REDEMPTION PRICE AT MATURITY
EQUAL TO ITS INITIAL PRINCIPAL BALANCE (PLUS 1 DAY OF INTEREST AT THE
PASS-THROUGH RATE HEREON), IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN ACCORDANCE
WITH PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF ZERO USED TO
PRICE THIS CERTIFICATE, PROVIDED THAT ALL APD MORTGAGE LOANS ARE DEEMED TO
PREPAY ON THEIR ANTICIPATED PAYMENT DATES: (I) THE AMOUNT OF OID AS A PERCENTAGE
OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE IS APPROXIMATELY
15.31375000%; (II) THE ANNUAL YIELD TO MATURITY OF THIS CERTIFICATE, COMPOUNDED
MONTHLY, IS APPROXIMATELY 8.69%; AND (III) THE AMOUNT OF OID ALLOCABLE TO THE
SHORT FIRST ACCRUAL PERIOD (NOVEMBER 19, 1998 TO DECEMBER 18, 1998) AS A
PERCENTAGE OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE, CALCULATED
USING THE EXACT METHOD, IS APPROXIMATELY 0.07794328%.
<TABLE>
<CAPTION>
<S> <C>
PASS-THROUGH RATE: 6.390% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE OF THE
MORTGAGE LOANS AFTER DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DENOMINATION: $______________________ RECEIVED ON OR BEFORE CUT-OFF DATE: $1,268,136,183
DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER SERVICER: GMAC COMMERCIAL MORTGAGE CORPORATION
10, 1998
SPECIAL SERVICER: GMAC COMMERCIAL MORTGAGE CORPORATION
CUT-OFF DATE: NOVEMBER 10, 1998
TRUSTEE: STATE STREET BANK AND TRUST COMPANY
CLOSING DATE: NOVEMBER 19, 1998
PAYING AGENT: THE CHASE MANHATTAN BANK
FIRST DISTRIBUTION DATE:
DECEMBER 18, 1998 CUSIP NO.: 161505DC3
APPROXIMATE AGGREGATE ISIN NO.: US161505DC37
CERTIFICATE BALANCE
OF THE CLASS E CERTIFICATES COMMON CODE NO.: 9227466
AS OF THE CLOSING DATE: $19,022,043
CERTIFICATE NO.: ___________
</TABLE>
<PAGE>
CLASS E CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT ______________________
is the registered owner of the interest evidenced by this Certificate in the
Class E Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of November 1, 1998 (the "Pooling and
Servicing Agreement"), among Chase Commercial Mortgage Securities Corp.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer
and the Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the Denomination of this
Certificate specified on the face hereof, by the aggregate initial Certificate
Balance of the Class E Certificates. The Certificates are designated as the
Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 1998-2 and are issued in fourteen classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
<PAGE>
Pursuant to the terms of the Pooling and Servicing Agreement,
the Paying Agent shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person's
pro rata share (based on the Percentage Interest represented by this
Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same
Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class E
Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to
this Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among
other things, certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth in the Pooling and Servicing Agreement. As
provided in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Investments. Interest or other income earned on funds in the
Certificate Account and Distribution Account will be paid to the Servicer as set
forth in the Pooling and Servicing Agreement. As provided in the Pooling and
Servicing Agreement, withdrawals from the Certificate Account shall be made from
time to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of certain expenses incurred with respect to
the servicing of the Mortgage Loans and administration of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to
a Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date
because of the failure of Certificateholders to tender their Certificates shall
be set aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
<PAGE>
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement,
the Class X Certificates will be issued in book-entry form through the
facilities of DTC in Denominations of not less than $1,000,000 initial Notional
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of such Class evidencing an additional amount equal to the remainder
of the initial Notional Amount of such Class. Subject to the terms of the
Pooling and Servicing Agreement, the Offered Certificates (other than the Class
X Certificates) will be issued in book-entry form through the facilities of DTC
in Denominations of $10,000 initial Certificate Balance, and in integral
multiples of $1,000 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial
Certificate Balance of such Class. Subject to the terms of the Pooling and
Servicing Agreement, the Non-Registered Certificates (other than the Residual
Certificates) will be issued in book-entry form through the facilities of DTC in
Denominations of $250,000 initial Certificate Balance, and in integral multiples
of $1,000 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance
of such Class. The Class R and Class LR Certificates will be issued in fully
registered, certificated form, in Denominations representing Percentage
Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent and the Certificate Registrar and any of their agents
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Servicer,
the Special Servicer, the Certificate Registrar nor any such agents shall be
affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time
to time by the Depositor, the Servicer, the Special Servicer and the Trustee,
without the consent of any of the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions herein or therein that may be inconsistent
with any other provisions herein or therein or to correct any error; to maintain
the rating or ratings assigned to each Class of Certificates by each Rating
Agency; to modify, eliminate or add to any provisions to such extent as is
necessary to maintain the qualification of either the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of any tax,
provided, however, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and such action is necessary or desirable to avoid such tax;
to change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of
<PAGE>
Counsel is obtained to the effect that such action shall not adversely affect in
any material respect the interest of any Certificateholder and that such action
will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," and such change shall not, as evidenced by
an Opinion of Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; and to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement which shall not
be materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from
time to time by the Depositor, the Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66 2/3% of the aggregate Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing
of, payments which are required to be distributed on any Certificate
without the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such
amendment, without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing
Agreement unless the Trustee shall have received an Opinion of Counsel that such
amendment will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to
fail to qualify as a REMIC or result in the imposition of a tax on the
Upper-Tier REMIC or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Paying
Agent to make payments to Certificateholders as provided for in the Pooling and
Servicing Agreement), shall terminate upon reduction of the Certificate Balances
of all the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last
<PAGE>
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust Fund as Certificate Registrar under the
Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the
Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in
its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By: ___________________________
AUTHORIZED OFFICER
Dated: November 19, 1998
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By: ___________________________
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common
Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto____
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
- --------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
-------------------------------------------
Dated: NOTICE: The signature to this assignment
-------------------------- must correspond with the name as written
upon the face of this Certificate in every
particular without alteration or
enlargement or any change whatever.
- -------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-7
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-2, CLASS F
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THIS CLASS F CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS Amended.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
<PAGE>
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](1)
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SECTION
2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE
CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL
IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE
DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND holding of such certificate BY
SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST
FUND BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE
CODE OR THE PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A
"PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE
OR ANY SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR,
THE SERVICER, THE SPECIAL SERVICER, THE PLACEMENT AGENTS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.
[THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.] (2)
___________________________________
(1) If this Certificates represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
(2) If this Certificates represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<PAGE>
THIS CERTIFICATE IS ISSUED ON NOVEMBER 19, 1998, AND BASED ON ITS ISSUE PRICE OF
70.20560%, INCLUDING ACCRUED INTEREST, AND A STATED REDEMPTION PRICE AT MATURITY
EQUAL TO ITS INITIAL PRINCIPAL BALANCE (PLUS 1 DAY OF INTEREST AT THE
PASS-THROUGH RATE HEREON), IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN ACCORDANCE
WITH PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF ZERO USED TO
PRICE THIS CERTIFICATE, PROVIDED THAT ALL APD MORTGAGE LOANS ARE DEEMED TO
PREPAY ON THEIR ANTICIPATED PAYMENT DATES: (I) THE AMOUNT OF OID AS A PERCENTAGE
OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE IS APPROXIMATELY
29.81215000%; (II) THE ANNUAL YIELD TO MATURITY OF THIS CERTIFICATE, COMPOUNDED
MONTHLY, IS APPROXIMATELY 11.12%; AND (III) THE AMOUNT OF OID ALLOCABLE TO THE
SHORT FIRST ACCRUAL PERIOD (NOVEMBER 19, 1998 TO DECEMBER 18, 1998) AS A
PERCENTAGE OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE, CALCULATED
USING THE EXACT METHOD, IS APPROXIMATELY 0.11378003%.
<TABLE>
<CAPTION>
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THE PASS-THROUGH RATE ON THE CLASS F CERTIFICATES WILL BE APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE OF THE
6.390% PER ANNUM MORTGAGE LOANS AFTER DEDUCTING PAYMENTS DUE AND PREPAYMENTS
RECEIVED ON OR BEFORE CUT-OFF DATE: $1,268,136,183
DENOMINATION: _______________________
SERVICER: GMAC COMMERCIAL MORTGAGE CORPORATION
DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER
10, 1998 SPECIAL SERVICER: GMAC COMMERCIAL MORTGAGE CORPORATION
CUT-OFF DATE: NOVEMBER 10, 1998 TRUSTEE: STATE STREET BANK AND TRUST COMPANY
CLOSING DATE: NOVEMBER 19, 1998 PAYING AGENT: THE CHASE MANHATTAN BANK
FIRST DISTRIBUTION DATE: CUSIP NO.: 161505DD1
DECEMBER 18, 1998
ISIN NO.: US161505DD10
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE CERTIFICATE NO.: _____
OF THE CLASS F CERTIFICATES
AS OF THE CLOSING DATE: $57,066,128
</TABLE>
<PAGE>
CLASS F CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon (the "Mortgage Loans"), all payments on or collections in
respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and
revenues received in respect thereof, the mortgagee's rights under the Insurance
Policies, any Assignment of Leases, and any guaranties, escrow accounts or other
collateral as security for the Mortgage Loans, and such amounts as shall from
time to time be held in the Certificate Account, the Distribution Accounts, and
the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT __________________________
is the registered owner of the interest evidenced by this Certificate in the
Class F Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of November 10, 1998 (the "Pooling and
Servicing Agreement"), among Chase Commercial Mortgage Securities Corp.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer
and the Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the Denomination of this
Certificate specified on the face hereof, by the aggregate initial Certificate
Balance of the Class F Certificates. The Certificates are designated as the
Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 1998-2 and are issued in fourteen classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
Pursuant to the terms of the Pooling and Servicing Agreement,
the Paying Agent shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such
<PAGE>
Person's pro rata share (based on the Percentage Interest represented by this
Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same
Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class F
Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to
this Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among
other things, certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth in the Pooling and Servicing Agreement. As
provided in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to
a Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date
because of the failure of Certificateholders to tender their Certificates shall
be set aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall
<PAGE>
be paid out of such funds. No interest shall accrue or be payable to any
Certificateholder on any amount held in trust as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with Section 4.01(g) of the Pooling and Servicing
Agreement.
As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement,
the Class X Certificates will be issued in book-entry form through the
facilities of DTC in Denominations of not less than $1,000,000 initial Notional
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of such Class evidencing an additional amount equal to the remainder
of the initial Notional Amount of such Class. Subject to the terms of the
Pooling and Servicing Agreement, the Offered Certificates (other than the Class
X Certificates) will be issued in book-entry form through the facilities of DTC
in Denominations of $10,000 initial Certificate Balance, and in integral
multiples of $1,000 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial
Certificate Balance of such Class. Subject to the terms of the Pooling and
Servicing Agreement, the Non-Registered Certificates (other than the Residual
Certificates) will be issued in book-entry form through the facilities of DTC in
Denominations of $250,000 initial Certificate Balance, and in integral multiples
of $1,000 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance
of such Class. The Class R and Class LR Certificates will be issued in fully
registered, certificated form, in Denominations representing Percentage
Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent and the Certificate Registrar and any of their agents
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Servicer,
the Special Servicer, the Certificate Registrar nor any such agents shall be
affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time
to time by the Depositor, the Servicer, the Special Servicer and the Trustee,
without the consent of any of the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions herein or therein that may be inconsistent
with any other provisions herein or therein or to correct any error; to maintain
the rating or ratings assigned to each Class of Certificates by each Rating
Agency; to modify, eliminate or add to any provisions to such extent as is
necessary to maintain the qualification of either the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of any tax,
provided, however, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and such action is necessary or desirable to avoid such tax;
to change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and that such action will
not result in the withdrawal, downgrade or qualification of the then-current
<PAGE>
rating by any Rating Agency, as evidenced by a letter from such Rating Agency to
such effect; to modify, eliminate or add to the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," and such change shall not, as evidenced by an Opinion of
Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from
time to time by the Depositor, the Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66 2/3% of the aggregate Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing
of, payments which are required to be distributed on any Certificate
without the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such
amendment, without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing
Agreement unless the Trustee shall have received an Opinion of Counsel that such
amendment will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to
fail to qualify as a REMIC or result in the imposition of a tax on the
Upper-Tier REMIC or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Paying
Agent to make payments to Certificateholders as provided for in the Pooling and
Servicing Agreement), shall terminate upon reduction of the Certificate Balances
of all the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the Court of St. James, living on the date hereof.
<PAGE>
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust Fund as Certificate Registrar under the
Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the
Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE pooling and servicing agreement SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in
its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By: ___________________________
AUTHORIZED OFFICER
Dated: November 19, 1998
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By: ___________________________
AUTHORIZED SIGNATORY
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE A
Certificate Balance of Definitive
Certificates exchanged or transferred
for, or issued in exchange for or upon
transfer of, an interest in this Book- Remaining Principal Amount of Notation
Date Entry Certificate Book-Entry Certificate Made By
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<S> <C>
$57,006,128
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</TABLE>
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common
Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto____
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
- --------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
-------------------------------------------
Dated: NOTICE: The signature to this assignment
-------------------------- must correspond with the name as written
upon the face of this Certificate in every
particular without alteration or
enlargement or any change whatever.
- -------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-8
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-2, CLASS G
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THIS CLASS G CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS Amended.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
<PAGE>
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] (1)
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SECTION
2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE
CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, an opinion of counsel
in form and substance satisfactory to the Certificate Registrar and the
depositor to the effect that SUCH acquisition and holding of such certificate BY
SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST
FUND BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE
CODE OR THE PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A
"PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE
OR ANY SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR,
THE SERVICER, THE SPECIAL SERVICER, THE PLACEMENT AGENTS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.
[THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.] (2)
___________________________________
(1) If this Certificates represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
(2) If this Certificates represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<PAGE>
THIS CERTIFICATE IS ISSUED ON NOVEMBER 19, 1998, AND BASED ON ITS ISSUE PRICE OF
60.55180%, INCLUDING ACCRUED INTEREST, AND A STATED REDEMPTION PRICE AT MATURITY
EQUAL TO ITS INITIAL PRINCIPAL BALANCE (PLUS 1 DAY OF INTEREST AT THE
PASS-THROUGH RATE HEREON), IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN ACCORDANCE
WITH PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF ZERO USED TO
PRICE THIS CERTIFICATE, PROVIDED THAT ALL APD MORTGAGE LOANS ARE DEEMED TO
PREPAY ON THEIR ANTICIPATED PAYMENT DATES: (I) THE AMOUNT OF OID AS A PERCENTAGE
OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE IS APPROXIMATELY
39.46595000%; (II) THE ANNUAL YIELD TO MATURITY OF THIS CERTIFICATE, COMPOUNDED
MONTHLY, IS APPROXIMATELY 12.14%; AND (III) THE AMOUNT OF OID ALLOCABLE TO THE
SHORT FIRST ACCRUAL PERIOD (NOVEMBER 19, 1998 TO DECEMBER 18, 1998) AS A
PERCENTAGE OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE, CALCULATED
USING THE EXACT METHOD, IS APPROXIMATELY 0.07721120%.
<TABLE>
<CAPTION>
<S> <C>
THE PASS-THROUGH RATE ON THE CLASS G CERTIFICATES WILL BE APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE OF THE
6.390% PER ANNUM MORTGAGE LOANS AFTER DEDUCTING PAYMENTS DUE AND PREPAYMENTS
RECEIVED ON OR BEFORE CUT-OFF DATE: $1,268,136,183
DENOMINATION: _________________________
SERVICER: GMAC COMMERCIAL MORTGAGE CORPORATION
DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER
10, 1998 SPECIAL SERVICER: GMAC COMMERCIAL MORTGAGE CORPORATION
CUT-OFF DATE: NOVEMBER 10, 1998 TRUSTEE: STATE STREET BANK AND TRUST COMPANY
CLOSING DATE: NOVEMBER 19, 1998 PAYING AGENT: THE CHASE MANHATTAN BANK
FIRST DISTRIBUTION DATE: CUSIP NO.: 161505DE9
DECEMBER 18, 1998
ISIN NO.: US161505DE92
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE CERTIFICATE NO.: _____
OF THE CLASS CERTIFICATES
AS OF THE CLOSING DATE: $12,681,362
</TABLE>
<PAGE>
CLASS G CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT _____________________
is the registered owner of the interest evidenced by this Certificate in the
Class G Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of November 10, 1998 (the "Pooling and
Servicing Agreement"), among Chase Commercial Mortgage Securities Corp.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer
and the Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the Denomination of this
Certificate specified on the face hereof, by the aggregate initial Certificate
Balance of the Class G Certificates. The Certificates are designated as the
Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 1998-2 and are issued in fourteen classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
<PAGE>
Pursuant to the terms of the Pooling and Servicing Agreement,
the Paying Agent shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person's
pro rata share (based on the Percentage Interest represented by this
Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same
Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class G
Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to
this Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among
other things, certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth in the Pooling and Servicing Agreement. As
provided in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to
a Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date
because of the failure of Certificateholders to tender their Certificates shall
be set aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
<PAGE>
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement,
the Class X Certificates will be issued in book-entry form through the
facilities of DTC in Denominations of not less than $1,000,000 initial Notional
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of such Class evidencing an additional amount equal to the remainder
of the initial Notional Amount of such Class. Subject to the terms of the
Pooling and Servicing Agreement, the Offered Certificates (other than the Class
X Certificates) will be issued in book-entry form through the facilities of DTC
in Denominations of $10,000 initial Certificate Balance, and in integral
multiples of $1,000 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial
Certificate Balance of such Class. Subject to the terms of the Pooling and
Servicing Agreement, the Non-Registered Certificates (other than the Residual
Certificates) will be issued in book-entry form through the facilities of DTC in
Denominations of $250,000 initial Certificate Balance, and in integral multiples
of $1,000 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance
of such Class. The Class R and Class LR Certificates will be issued in fully
registered, certificated form, in Denominations representing Percentage
Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent and the Certificate Registrar and any of their agents
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Servicer,
the Special Servicer, the Certificate Registrar nor any such agents shall be
affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time
to time by the Depositor, the Servicer, the Special Servicer and the Trustee,
without the consent of any of the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions herein or therein that may be inconsistent
with any other provisions herein or therein or to correct any error; to maintain
the rating or ratings assigned to each Class of Certificates by each Rating
Agency; to modify, eliminate or add to any provisions to such extent as is
necessary to maintain the qualification of either the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of any tax,
provided, however, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and such action is necessary or desirable to avoid such tax;
to change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of
<PAGE>
Counsel is obtained to the effect that such action shall not adversely affect in
any material respect the interest of any Certificateholder and that such action
will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," and such change shall not, as evidenced by
an Opinion of Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; and to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement which shall not
be materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from
time to time by the Depositor, the Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66 2/3% of the aggregate Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing
of, payments which are required to be distributed on any Certificate
without the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such
amendment, without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing
Agreement unless the Trustee shall have received an Opinion of Counsel that such
amendment will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to
fail to qualify as a REMIC or result in the imposition of a tax on the
Upper-Tier REMIC or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Paying
Agent to make payments to Certificateholders as provided for in the Pooling and
Servicing Agreement), shall terminate upon reduction of the Certificate Balances
of all the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last
<PAGE>
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust Fund as Certificate Registrar under the
Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the
Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in
its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By: ___________________________
AUTHORIZED OFFICER
Dated: November 19, 1998
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS G CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By: ___________________________
AUTHORIZED SIGNATORY
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE A
Certificate Balance of Definitive
Certificates exchanged or transferred
for, or issued in exchange for or upon
transfer of, an interest in this Book- Remaining Principal Amount of Notation
Date Entry Certificate Book-Entry Certificate Made By
- ------------------- ----------------------------------------- ------------------------------- -----------
<S> <C>
$12,681,362
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
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- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
</TABLE>
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common
Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto____
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
- --------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
-------------------------------------------
Dated: NOTICE: The signature to this assignment
-------------------------- must correspond with the name as written
upon the face of this Certificate in every
particular without alteration or
enlargement or any change whatever.
- -------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-9
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-2, CLASS H
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THIS CLASS H CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS Amended.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
<PAGE>
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] (1)
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SECTION
2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE
CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, an opinion of counsel
in form and substance satisfactory to the Certificate Registrar and the
depositor to the effect that SUCH acquisition and holding of such certificate BY
SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST
FUND BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE
CODE OR THE PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A
"PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE
OR ANY SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR,
THE SERVICER, THE SPECIAL SERVICER, THE PLACEMENT AGENTS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.
[THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.] (2)
___________________________________
(1) If this Certificates represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
(2) If this Certificates represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<PAGE>
THIS CERTIFICATE IS ISSUED ON NOVEMBER 19, 1998, AND BASED ON ITS ISSUE PRICE OF
58.43240%, INCLUDING ACCRUED INTEREST, AND A STATED REDEMPTION PRICE AT MATURITY
EQUAL TO ITS INITIAL PRINCIPAL BALANCE (PLUS 1 DAY OF INTEREST AT THE
PASS-THROUGH RATE HEREON), IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN ACCORDANCE
WITH PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF ZERO USED TO
PRICE THIS CERTIFICATE, PROVIDED THAT ALL APD MORTGAGE LOANS ARE DEEMED TO
PREPAY ON THEIR ANTICIPATED PAYMENT DATES: (I) THE AMOUNT OF OID AS A PERCENTAGE
OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE IS APPROXIMATELY
41.58535000%; (II) THE ANNUAL YIELD TO MATURITY OF THIS CERTIFICATE, COMPOUNDED
MONTHLY, IS APPROXIMATELY 12.58%; AND (III) THE AMOUNT OF OID ALLOCABLE TO THE
SHORT FIRST ACCRUAL PERIOD (NOVEMBER 19, 1998 TO DECEMBER 18, 1998) AS A
PERCENTAGE OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE, CALCULATED
USING THE EXACT METHOD, IS APPROXIMATELY 0.07718964%.
<TABLE>
<CAPTION>
<S> <C>
THE PASS-THROUGH RATE ON THE CLASS H APPROXIMATE AGGREGATE SCHEDULED
CERTIFICATES WILL BE THE LESSER OF PRINCIPAL BALANCE OF THE MORTGAGE LOANS
(i) 6.390% PER ANNUM AND (ii) THE WEIGHTED AFTER DEDUCTING PAYMENTS DUE AND
AVERAGE NET MORTGAGE RATE FOR ANY PREPAYMENTS RECEIVED ON OR BEFORE CUT-
DISTRIBUTION DATE OFF DATE: $1,268,136,183
DENOMINATION: __________________________ SERVICER: GMAC COMMERCIAL MORTGAGE CORPORATION
DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER SPECIAL SERVICER: GMAC COMMERCIAL MORTGAGE CORPORATION
10, 1998
TRUSTEE: STATE STREET BANK AND TRUST COMPANY
CUT-OFF DATE: NOVEMBER 10, 1998
PAYING AGENT: THE CHASE MANHATTAN BANK
CLOSING DATE: NOVEMBER 19, 1998
CUSIP NO.: 161505DF6
FIRST DISTRIBUTION DATE:
DECEMBER 18, 1998 ISIN NO.: US161505DF67
APPROXIMATE AGGREGATE CERTIFICATE NO.: ______
CERTIFICATE BALANCE
OF THE CLASS H CERTIFICATES
AS OF THE CLOSING DATE: $22,192,383
</TABLE>
<PAGE>
CLASS H CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT ______________________________
is the registered owner of the interest evidenced by this Certificate in the
Class H Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of November 10, 1998 (the "Pooling and
Servicing Agreement"), among Chase Commercial Mortgage Securities Corp.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer
and the Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the Denomination of this
Certificate specified on the face hereof, by the aggregate initial Certificate
Balance of the Class H Certificates. The Certificates are designated as the
Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 1998-2 and are issued in fourteen classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
<PAGE>
Pursuant to the terms of the Pooling and Servicing Agreement,
the Paying Agent shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person's
pro rata share (based on the Percentage Interest represented by this
Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same
Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class H
Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to
this Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among
other things, certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth in the Pooling and Servicing Agreement. As
provided in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to
a Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date
because of the failure of Certificateholders to tender their Certificates shall
be set aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
<PAGE>
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement,
the Class X Certificates will be issued in book-entry form through the
facilities of DTC in Denominations of not less than $1,000,000 initial Notional
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of such Class evidencing an additional amount equal to the remainder
of the initial Notional Amount of such Class. Subject to the terms of the
Pooling and Servicing Agreement, the Offered Certificates (other than the Class
X Certificates) will be issued in book-entry form through the facilities of DTC
in Denominations of $10,000 initial Certificate Balance, and in integral
multiples of $1,000 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial
Certificate Balance of such Class. Subject to the terms of the Pooling and
Servicing Agreement, the Non-Registered Certificates (other than the Residual
Certificates) will be issued in book-entry form through the facilities of DTC in
Denominations of $250,000 initial Certificate Balance, and in integral multiples
of $1,000 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance
of such Class. The Class R and Class LR Certificates will be issued in fully
registered, certificated form, in Denominations representing Percentage
Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent and the Certificate Registrar and any of their agents
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Servicer,
the Special Servicer, the Certificate Registrar nor any such agents shall be
affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time
to time by the Depositor, the Servicer, the Special Servicer and the Trustee,
without the consent of any of the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions herein or therein that may be inconsistent
with any other provisions herein or therein or to correct any error; to maintain
the rating or ratings assigned to each Class of Certificates by each Rating
Agency; to modify, eliminate or add to any provisions to such extent as is
necessary to maintain the qualification of either the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of any tax,
provided, however, an Opinion of
<PAGE>
Counsel is obtained to the effect that such action shall not adversely affect in
any material respect the interest of any Certificateholder and such action is
necessary or desirable to avoid such tax; to change the timing and/or nature of
deposits into the Certificate Account or Distribution Account or REO Account or
to change the name in which the Certificate Account is maintained, provided,
however, that the P&I Advance Date shall not be later than the related
Distribution Date, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and that such action will not result in the withdrawal,
downgrade or qualification of the then-current rating by any Rating Agency, as
evidenced by a letter from such Rating Agency to such effect; to modify,
eliminate or add to the provisions of Section 5.02(d) of the Pooling and
Servicing Agreement or any other provision thereof restricting transfer of the
Residual Certificates by virtue of their being the REMIC "residual interests,"
and such change shall not, as evidenced by an Opinion of Counsel, cause either
the Upper-Tier REMIC or the Lower-Tier REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer
to a Person that is a Disqualified Organization or a Non-U.S. Person; and to
make any other provisions with respect to matters or questions arising under the
Pooling and Servicing Agreement which shall not be materially inconsistent with
the provisions of the Pooling and Servicing Agreement, provided, however, that
such action shall not, as evidenced by an Opinion of Counsel, adversely affect
in any material respect the interest of any Certificateholder not consenting
thereto.
The Pooling and Servicing Agreement may also be amended from
time to time by the Depositor, the Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66 2/3% of the aggregate Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing
of, payments which are required to be distributed on any Certificate
without the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such
amendment, without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing
Agreement unless the Trustee shall have received an Opinion of Counsel that such
amendment will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to
fail to qualify as a REMIC or result in the imposition of a tax on the
Upper-Tier REMIC or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Paying
Agent to make payments to Certificateholders as provided for in the Pooling and
Servicing Agreement), shall terminate upon reduction of the Certificate Balances
of all the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last
<PAGE>
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust Fund as Certificate Registrar under the
Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the
Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in
its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By: ___________________________
AUTHORIZED OFFICER
Dated: November 19, 1998
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS H CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By: ___________________________
AUTHORIZED SIGNATORY
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE A
Certificate Balance of Definitive
Certificates exchanged or transferred
for, or issued in exchange for or upon
transfer of, an interest in this Book- Remaining Principal Amount of Notation
Date Entry Certificate Book-Entry Certificate Made By
- ------------------- ----------------------------------------- ------------------------------- -----------
<S> <C>
$22,192,383
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
</TABLE>
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common
Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto____
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
- --------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
-------------------------------------------
Dated: NOTICE: The signature to this assignment
-------------------------- must correspond with the name as written
upon the face of this Certificate in every
particular without alteration or
enlargement or any change whatever.
- -------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-10
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-2, CLASS I
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THIS CLASS I CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS Amended.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
<PAGE>
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] (1)
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SECTION
2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE
CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL
IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE
DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY
SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST
FUND BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE
CODE OR THE PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A
"PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE
OR ANY SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR,
THE SERVICER, THE SPECIAL SERVICER, THE PLACEMENT AGENTS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.
[THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.] (2)
___________________________________
(1) If this Certificates represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
(2) If this Certificates represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<PAGE>
THIS CERTIFICATE IS ISSUED ON NOVEMBER 19, 1998, AND BASED ON ITS ISSUE PRICE OF
51.30720%, INCLUDING ACCRUED INTEREST, AND A STATED REDEMPTION PRICE AT MATURITY
EQUAL TO ITS INITIAL PRINCIPAL BALANCE (PLUS 1 DAY OF INTEREST AT THE
PASS-THROUGH RATE HEREON), IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN ACCORDANCE
WITH PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF ZERO USED TO
PRICE THIS CERTIFICATE, PROVIDED THAT ALL APD MORTGAGE LOANS ARE DEEMED TO
PREPAY ON THEIR ANTICIPATED PAYMENT DATES: (I) THE AMOUNT OF OID AS A PERCENTAGE
OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE IS APPROXIMATELY
48.71055000%; (II) THE ANNUAL YIELD TO MATURITY OF THIS CERTIFICATE, COMPOUNDED
MONTHLY, IS APPROXIMATELY 14.02%; AND (III) THE AMOUNT OF OID ALLOCABLE TO THE
SHORT FIRST ACCRUAL PERIOD (NOVEMBER 19, 1998 TO DECEMBER 18, 1998) AS A
PERCENTAGE OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE, CALCULATED
USING THE EXACT METHOD, IS APPROXIMATELY 0.06479375%.
<TABLE>
<CAPTION>
<S> <C>
THE PASS-THROUGH RATE ON THE CLASS H APPROXIMATE AGGREGATE SCHEDULED
CERTIFICATES WILL BE THE LESSER OF PRINCIPAL BALANCE OF THE MORTGAGE LOANS
(i) 6.390% PER ANNUM AND (ii) THE WEIGHTED AFTER DEDUCTING PAYMENTS DUE AND
AVERAGE NET MORTGAGE RATE FOR ANY PREPAYMENTS RECEIVED ON OR BEFORE CUT-
DISTRIBUTION DATE OFF DATE: $1,268,136,183
DENOMINATION:__________________________ SERVICER: GMAC COMMERCIAL MORTGAGE CORPORATION
DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER SPECIAL SERVICER: GMAC COMMERCIAL MORTGAGE CORPORATION
10, 1998
TRUSTEE: STATE STREET BANK AND TRUST COMPANY
CUT-OFF DATE: NOVEMBER 10, 1998
PAYING AGENT: THE CHASE MANHATTAN BANK
CLOSING DATE: NOVEMBER 19, 1998
CUSIP NO.: 161505DG4
FIRST DISTRIBUTION DATE:
DECEMBER 18, 1998 ISIN NO.: US161505DG41
APPROXIMATE AGGREGATE CERTIFICATE NO.: ________
CERTIFICATE BALANCE
OF THE CLASS I CERTIFICATES
AS OF THE CLOSING DATE: $9,511,021
</TABLE>
<PAGE>
CLASS I CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT ______________________
is the registered owner of the interest evidenced by this Certificate in the
Class I Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of November 10, 1998 (the "Pooling and
Servicing Agreement"), among Chase Commercial Mortgage Securities Corp.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer
and the Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the Denomination of this
Certificate specified on the face hereof, by the aggregate initial Certificate
Balance of the Class I Certificates. The Certificates are designated as the
Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 1998-2 and are issued in fourteen classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
<PAGE>
Pursuant to the terms of the Pooling and Servicing Agreement,
the Paying Agent shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person's
pro rata share (based on the Percentage Interest represented by this
Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same
Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class I
Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to
this Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among
other things, certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth in the Pooling and Servicing Agreement. As
provided in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to
a Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date
because of the failure of Certificateholders to tender their Certificates shall
be set aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
<PAGE>
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement,
the Class X Certificates will be issued in book-entry form through the
facilities of DTC in Denominations of not less than $1,000,000 initial Notional
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of such Class evidencing an additional amount equal to the remainder
of the initial Notional Amount of such Class. Subject to the terms of the
Pooling and Servicing Agreement, the Offered Certificates (other than the Class
X Certificates) will be issued in book-entry form through the facilities of DTC
in Denominations of $10,000 initial Certificate Balance, and in integral
multiples of $1,000 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial
Certificate Balance of such Class. Subject to the terms of the Pooling and
Servicing Agreement, the Non-Registered Certificates (other than the Residual
Certificates) will be issued in book-entry form through the facilities of DTC in
Denominations of $250,000 initial Certificate Balance, and in integral multiples
of $1,000 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance
of such Class. The Class R and Class LR Certificates will be issued in fully
registered, certificated form, in Denominations representing Percentage
Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent and the Certificate Registrar and any of their agents
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Servicer,
the Special Servicer, the Certificate Registrar nor any such agents shall be
affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time
to time by the Depositor, the Servicer, the Special Servicer and the Trustee,
without the consent of any of the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions herein or therein that may be inconsistent
with any other provisions herein or therein or to correct any error; to maintain
the rating or ratings assigned to each Class of Certificates by each Rating
Agency; to modify, eliminate or add to any provisions to such extent as is
necessary to maintain the qualification of either the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of any tax,
provided, however, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and such action is necessary or desirable to avoid such tax;
to change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of
<PAGE>
Counsel is obtained to the effect that such action shall not adversely affect in
any material respect the interest of any Certificateholder and that such action
will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," and such change shall not, as evidenced by
an Opinion of Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; and to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement which shall not
be materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from
time to time by the Depositor, the Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66 2/3% of the aggregate Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing
of, payments which are required to be distributed on any Certificate
without the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such
amendment, without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing
Agreement unless the Trustee shall have received an Opinion of Counsel that such
amendment will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to
fail to qualify as a REMIC or result in the imposition of a tax on the
Upper-Tier REMIC or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Paying
Agent to make payments to Certificateholders as provided for in the Pooling and
Servicing Agreement), shall terminate upon reduction of the Certificate Balances
of all the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last
<PAGE>
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust Fund as Certificate Registrar under the
Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the
Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in
its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By: ___________________________
AUTHORIZED OFFICER
Dated: November 19, 1998
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS I CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By: ___________________________
AUTHORIZED SIGNATORY
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE A
Certificate Balance of Definitive
Certificates exchanged or transferred
for, or issued in exchange for or upon
transfer of, an interest in this Book- Remaining Principal Amount of Notation
Date Entry Certificate Book-Entry Certificate Made By
- ------------------- ----------------------------------------- ------------------------------- -----------
<S> <C>
$9,511,021
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
</TABLE>
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common
Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto____
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
- --------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
-------------------------------------------
Dated: NOTICE: The signature to this assignment
-------------------------- must correspond with the name as written
upon the face of this Certificate in every
particular without alteration or
enlargement or any change whatever.
- -------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-11
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-2, CLASS J
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THIS CLASS I CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
<PAGE>
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] (1)
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION SECTION
2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL
ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE
CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE
NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, an opinion of counsel
in form and substance satisfactory to the Certificate Registrar and the
depositor to the effect that SUCH acquisition and holding of such certificate BY
SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST
FUND BEING DEEMED TO BE "PLAN ASSETS" AND SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE
CODE OR THE PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A
"PROHIBITED TRANSACTION" WITHIN THE MEANING OF ERISA, SECTION 4975 OF THE CODE
OR ANY SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE CERTIFICATE REGISTRAR,
THE SERVICER, THE SPECIAL SERVICER, THE PLACEMENT AGENTS OR THE DEPOSITOR TO ANY
OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA,
SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH
IN THE POOLING AND SERVICING AGREEMENT. THE TRANSFEREE OF A BENEFICIAL INTEREST
IN A CERTIFICATE THAT IS A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE.
[THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.] (2)
___________________________________
(1) If this Certificates represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
(2) If this Certificates represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<PAGE>
THIS CERTIFICATE IS ISSUED ON NOVEMBER 19, 1998, AND BASED ON ITS ISSUE PRICE OF
24.64200%, INCLUDING ACCRUED INTEREST, AND A STATED REDEMPTION PRICE AT MATURITY
EQUAL TO ITS INITIAL PRINCIPAL BALANCE (PLUS 1 DAYS OF INTEREST AT THE
PASS-THROUGH RATE HEREON), IS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID") FOR
FEDERAL INCOME TAX PURPOSES. ASSUMING THAT THIS CERTIFICATE PAYS IN ACCORDANCE
WITH PROJECTED CASH FLOWS REFLECTING THE PREPAYMENT ASSUMPTION OF ZERO USED TO
PRICE THIS CERTIFICATE, PROVIDED THAT ALL APD MORTGAGE LOANS ARE DEEMED TO
PREPAY ON THEIR ANTICIPATED PAYMENT DATES: (I) THE AMOUNT OF OID AS A PERCENTAGE
OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE IS APPROXIMATELY
75.37575000%; (II) THE ANNUAL YIELD TO MATURITY OF THIS CERTIFICATE, COMPOUNDED
MONTHLY, IS APPROXIMATELY 26.49%; AND (III) THE AMOUNT OF OID ALLOCABLE TO THE
SHORT FIRST ACCRUAL PERIOD (NOVEMBER 19, 1998 TO DECEMBER 18, 1998) AS A
PERCENTAGE OF THE INITIAL PRINCIPAL BALANCE OF THIS CERTIFICATE, CALCULATED
USING THE EXACT METHOD, IS APPROXIMATELY 0.01097574%.
<TABLE>
<CAPTION>
<S> <C>
THE PASS-THROUGH RATE ON THE CLASS H APPROXIMATE AGGREGATE SCHEDULED
CERTIFICATES WILL BE THE LESSER OF PRINCIPAL BALANCE OF THE MORTGAGE LOANS
(i) 6.390% PER ANNUM AND (ii) THE WEIGHTED AFTER DEDUCTING PAYMENTS DUE AND
AVERAGE NET MORTGAGE RATE FOR ANY PREPAYMENTS RECEIVED ON OR BEFORE CUT-
DISTRIBUTION DATE OFF DATE: $1,268,136,183
DENOMINATION:__________________________ SERVICER: GMAC COMMERCIAL MORTGAGE CORPORATION
DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER SPECIAL SERVICER: GMAC COMMERCIAL MORTGAGE CORPORATION
10, 1998
TRUSTEE: STATE STREET BANK AND TRUST COMPANY
CUT-OFF DATE: NOVEMBER 10, 1998
PAYING AGENT: THE CHASE MANHATTAN BANK
CLOSING DATE: NOVEMBER 19, 1998
CUSIP NO.: 161505DH2
FIRST DISTRIBUTION DATE:
DECEMBER 18, 1998 ISIN NO.: US161505DH24
APPROXIMATE AGGREGATE CERTIFICATE NO.: __________
CERTIFICATE BALANCE
OF THE CLASS J CERTIFICATES
AS OF THE CLOSING DATE: $22,192,383
</TABLE>
<PAGE>
CLASS J CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT ______________________
is the registered owner of the interest evidenced by this Certificate in the
Class J Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of November 10, 1998 (the "Pooling and
Servicing Agreement"), among Chase Commercial Mortgage Securities Corp.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer
and the Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the Denomination of this
Certificate specified on the face hereof, by the aggregate initial Certificate
Balance of the Class J Certificates. The Certificates are designated as the
Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 1998-2 and are issued in fourteen classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
<PAGE>
Pursuant to the terms of the Pooling and Servicing Agreement,
the Paying Agent shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person's
pro rata share (based on the Percentage Interest represented by this
Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same
Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class J
Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to
this Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
Collateral Support Deficit and Certificate Deferred Interest
on the Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Collateral Support Deficit or Certificate Deferred Interest on
the Mortgage Loans allocated to any Class of Certificates will be allocated pro
rata among the outstanding Certificates of such Class.
The Certificates are limited in right of payment to, among
other things, certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth in the Pooling and Servicing Agreement. As
provided in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to
a Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date
because of the failure of Certificateholders to tender their Certificates shall
be set aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
<PAGE>
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement,
the Class X Certificates will be issued in book-entry form through the
facilities of DTC in Denominations of not less than $1,000,000 initial Notional
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of such Class evidencing an additional amount equal to the remainder
of the initial Notional Amount of such Class. Subject to the terms of the
Pooling and Servicing Agreement, the Offered Certificates (other than the Class
X Certificates) will be issued in book-entry form through the facilities of DTC
in Denominations of $10,000 initial Certificate Balance, and in integral
multiples of $1,000 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial
Certificate Balance of such Class. Subject to the terms of the Pooling and
Servicing Agreement, the Non-Registered Certificates (other than the Residual
Certificates) will be issued in book-entry form through the facilities of DTC in
Denominations of $250,000 initial Certificate Balance, and in integral multiples
of $1,000 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance
of such Class. The Class R and Class LR Certificates will be issued in fully
registered, certificated form, in Denominations representing Percentage
Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent and the Certificate Registrar and any of their agents
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Depositor, the Trustee, the Servicer,
the Special Servicer, the Certificate Registrar nor any such agents shall be
affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time
to time by the Depositor, the Servicer, the Special Servicer and the Trustee,
without the consent of any of the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions herein or therein that may be inconsistent
with any other provisions herein or therein or to correct any error; to maintain
the rating or ratings assigned to each Class of Certificates by each Rating
Agency; to modify, eliminate or add to any provisions to such extent as is
necessary to maintain the qualification of either the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of any tax,
provided, however, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and such action is necessary or desirable to avoid such tax;
to change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of
<PAGE>
Counsel is obtained to the effect that such action shall not adversely affect in
any material respect the interest of any Certificateholder and that such action
will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," and such change shall not, as evidenced by
an Opinion of Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a
federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Non-U.S. Person; and to make any other provisions with respect to matters
or questions arising under the Pooling and Servicing Agreement which shall not
be materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from
time to time by the Depositor, the Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66 2/3% of the aggregate Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing
of, payments which are required to be distributed on any Certificate
without the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such
amendment, without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing
Agreement unless the Trustee shall have received an Opinion of Counsel that such
amendment will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to
fail to qualify as a REMIC or result in the imposition of a tax on the
Upper-Tier REMIC or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Paying
Agent to make payments to Certificateholders as provided for in the Pooling and
Servicing Agreement), shall terminate upon reduction of the Certificate Balances
of all the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last
<PAGE>
survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
United States to the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust Fund as Certificate Registrar under the
Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the
Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in
its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By: ___________________________
AUTHORIZED OFFICER
Dated: November 19, 1998
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS J CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By: ___________________________
AUTHORIZED SIGNATORY
<PAGE>
SCHEDULE A
<TABLE>
<CAPTION>
Certificate Balance of Definitive
Certificates exchanged or transferred
for, or issued in exchange for or upon
transfer of, an interest in this Book- Remaining Principal Amount of Notation
Date Entry Certificate Book-Entry Certificate Made By
- ------------------- ----------------------------------------- ------------------------------- -----------
<S> <C>
$22,192,383
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
- ------------------- ----------------------------------------- ------------------------------- -----------
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- ------------------- ----------------------------------------- ------------------------------- -----------
</TABLE>
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common
Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto____
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
- --------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
-------------------------------------------
Dated: NOTICE: The signature to this assignment
-------------------------- must correspond with the name as written
upon the face of this Certificate in every
particular without alteration or
enlargement or any change whatever.
- -------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-12
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-2, CLASS X
THE NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS x
CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND
LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS
CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE CONSTITUTES
A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] (1)
This Certificate is issued on November 19, 1998, at an issue price of 4.00440%
of the initial Class X Notional Amount, including accrued interest, and a stated
redemption price at maturity equal to all interest distributions hereon, and is
issued with original issue discount ("OID") for federal income tax purposes.
Assuming that this Certificate pays in accordance with projected cash flows
reflecting the prepayment assumption of zero, provided that all APD Mortgage
Loans are deemed to prepay on their Anticipated Payment Dates: (i) the amount of
OID as a percentage of the initial Class X Notional Amount is approximately
1.93612511%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 8.64%; and (iii) the amount of OID allocable to the
short first accrual period (November 19, 1998 to December 18, 1998) as a
percentage of the initial Class X Notional Amount, calculated using the exact
method, is approximately 0.02785953%.
___________________________________
(1) If this Certificates represents a Book-Entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
THE PASS-THROUGH RATE ON THE CLASS X CERTIFICATES WILL BE APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE OF THE
EQUAL TO THE EXCESS, IF ANY, OF (i) THE WEIGHTED AVERAGE MORTGAGE LOANS AFTER DEDUCTING PAYMENTS DUE AND PREPAYMENTS
NET MORTGAGE RATE OF THE MORTGAGE LOANS OVER (ii) THE RECEIVED ON OR BEFORE CUT-OFF DATE: $1,268,136,183
WEIGHTED AVERAGE OF THE OTHER CERTIFICATES (OTHER THAN THE
RESIDUAL CERTIFICATES) (2) SERVICER: GMAC COMMERCIAL MORTGAGE CORPORATION
DENOMINATION: $______________________ SPECIAL SERVICER: GMAC COMMERCIAL MORTGAGE CORPORATION
DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER TRUSTEE: STATE STREET BANK AND TRUST COMPANY
10, 1998
PAYING AGENT: THE CHASE MANHATTAN BANK
CUT-OFF DATE: NOVEMBER 10, 1998
CUSIP NO.:161505CY6
CLOSING DATE: NOVEMBER 19, 1998
ISIN NO.: US161505CY65
FIRST DISTRIBUTION DATE:
DECEMBER 18, 1998 COMMON CODE NO.: 9227202
APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X CERTIFICATE NO.: _________
CERTIFICATES AS OF THE CLOSING DATE: $1,268,136,181
</TABLE>
2 As more particularly described in the Pooling and Servicing Agreement,
interest on the Class X Certificates will be based upon two separate
components, each with their own Pass-Through Rate and Notional Amount.
<PAGE>
CLASS X CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT _____________________
is the registered owner of the interest evidenced by this Certificate in the
Class X Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of November 10, 1998 (the "Pooling and
Servicing Agreement"), among Chase Commercial Mortgage Securities Corp.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer
and the Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the Denomination of this
Certificate specified on the face hereof, by the aggregate initial Notional
Amount of the Class X Certificates. The Certificates are designated as the Chase
Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 1998-2 and are issued in fourteen classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Certificate is a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take
no action inconsistent with the treatment of, this Certificate in accordance
with the preceding sentence for purposes of federal income taxes, state and
local income and franchise taxes and other taxes imposed on or measured by
income.
<PAGE>
Pursuant to the terms of the Pooling and Servicing Agreement,
the Paying Agent shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person's
pro rata share (based on the Percentage Interest represented by this
Certificate) of that portion of the aggregate amount of interest then
distributable, if any, allocable to the Class of Certificates of the same Class
as this Certificate for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. Holders of this Certificate will not be
entitled to distributions in respect of principal. Holders of this Certificate
may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date in an amount equal to
the sum of one-month's interest at the then-applicable Pass-Through Rates on the
notional amounts of the WAC Component and the A-1 Component immediately prior to
such Distribution Date, as specified above. Interest allocated to this
Certificate on any Distribution Date will be in an amount due to this
Certificate's pro rata share of the Available Distribution Amount to be
distributed on the Certificates of this Class as of such Distribution Date, with
a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.
The Certificates are limited in right of payment to, among
other things, certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth in the Pooling and Servicing Agreement. As
provided in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to
a Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and the Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date
because of the failure of Certificateholders to tender their Certificates shall
be set aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
<PAGE>
As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
Subject to the terms of the Pooling and Servicing Agreement,
the Class X Certificates will be issued in book-entry form through the
facilities of DTC in Denominations of not less than $1,000,000 initial Notional
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of such Class evidencing an additional amount equal to the remainder
of the initial Notional Amount of such Class. Subject to the terms of the
Pooling and Servicing Agreement, the Offered Certificates (other than the Class
X Certificates) will be issued in book-entry form through the facilities of DTC
in Denominations of $10,000 initial Certificate Balance, and in integral
multiples of $1,000 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial
Certificate Balance of such Class. Subject to the terms of the Pooling and
Servicing Agreement, the Non-Registered Certificates (other than the Residual
Certificates) will be issued in book-entry form through the facilities of DTC in
Denominations of $250,000 initial Certificate Balance, and in integral multiples
of $1,000 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance
of such Class. The Class R and Class LR Certificates will be issued in fully
registered, certificated form, in Denominations representing Percentage
Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent, and the Certificate Registrar and any of their
agents may treat the Person in whose name this Certificate is registered as the
owner hereof for all purposes, and neither the Depositor, the Trustee, the
Servicer, the Special Servicer, the Certificate Registrar nor any such agents
shall be affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time
to time by the Depositor, the Servicer, the Special Servicer and the Trustee,
without the consent of any of the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions herein or therein that may be inconsistent
with any other provisions herein or therein or to correct any error; to maintain
the rating or ratings assigned to each Class of Certificates by each Rating
Agency; to modify, eliminate or add to any provisions to such extent as is
necessary to maintain the qualification of either the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of any tax,
provided, however, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and such action is necessary or desirable to avoid such tax;
to change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and that such action will
not result in the withdrawal, downgrade or qualification of the then-current
rating by any Rating Agency, as evidenced by a letter from such Rating Agency to
such effect; to modify, eliminate or add to the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," and such change shall not, as evidenced by an Opinion of
Counsel, cause either the Upper-Tier REMIC or the Lower-Tier
<PAGE>
REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified
Organization or a Non-U.S. Person; and to make any other provisions with respect
to matters or questions arising under the Pooling and Servicing Agreement which
shall not be materially inconsistent with the provisions of the Pooling and
Servicing Agreement, provided, however, that such action shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material respect the interest
of any Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from
time to time by the Depositor, the Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66 2/3% of the aggregate Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing
of, payments which are required to be distributed on any Certificate
without the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such
amendment, without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing
Agreement unless the Trustee shall have received an Opinion of Counsel that such
amendment will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to
fail to qualify as a REMIC or result in the imposition of a tax on the
Upper-Tier REMIC or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to promptly forward to Certificateholders and
Rating Agencies in the manner set forth in the Pooling and Servicing Agreement,
to purchase all, but not less than all, of the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining in the Trust Fund, and
thereby effect termination of the Trust Fund and early retirement of the then
outstanding Certificates, on any Distribution Date on which the aggregate Stated
Principal Balances of the Mortgage Loans and any REO Loans remaining in the
Trust Fund is reduced to less than 1% of the aggregate Cut-off Date Principal
Balance of all the Mortgage Loans.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Paying
Agent to make payments to Certificateholders as provided for in the Pooling and
Servicing Agreement), shall terminate upon reduction of the Certificate Balances
of all the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust Fund as
<PAGE>
Certificate Registrar under the Pooling and Servicing Agreement and makes no
representation or warranty as to any of the statements contained herein or the
validity or sufficiency of the Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE pooling and servicing agreement SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in
its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By: ___________________________
AUTHORIZED OFFICER
Dated: November 19, 1998
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS X CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By: ___________________________
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common
Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto____
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
- --------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
-------------------------------------------
Dated: NOTICE: The signature to this assignment
-------------------------- must correspond with the name as written
upon the face of this Certificate in every
particular without alteration or
enlargement or any change whatever.
- -------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-13
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-2, CLASS R
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974. AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE OR ANY
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL,
STATE OR , LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN"), OR ANY PERSON ACTING ON BEHALF
OF OR INVESTING THE ASSETS OF A PLAN.
THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND
860D OF THE INTERNAL
<PAGE>
REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS CERTIFICATE, BY
ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, NON-U.S.
PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT.
<TABLE>
<CAPTION>
<S> <C>
CERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: 100% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE OF THE
MORTGAGE LOANS AFTER DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DATE OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER RECEIVED ON OR BEFORE CUT-OFF DATE: $1,268,136,183
10, 1998
SERVICER: GMAC COMMERCIAL MORTGAGE CORPORATION.
CUT-OFF DATE: NOVEMBER 10, 1998
SPECIAL SERVICER: GMAC COMMERCIAL MORTGAGE CORPORATION.
CLOSING DATE: NOVEMBER 19, 1998
TRUSTEE: STATE STREET BANK AND TRUST COMPANY
FIRST DISTRIBUTION DATE:
DECEMBER 18, 1998 PAYING AGENT: THE CHASE MANHATTAN BANK
CLASS R PERCENTAGE INTEREST: ______% CERTIFICATE NO.: _____
</TABLE>
<PAGE>
CLASS R CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT ___________________________
is the registered owner of the interest evidenced by this Certificate in the
Class R Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of November 10, 1998 (the "Pooling and
Servicing Agreement"), among Chase Commercial Mortgage Securities Corp.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer
and the Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the Denomination of this
Certificate specified on the face hereof, by the aggregate initial Certificate
Balance of the Class R Certificates. The Certificates are designated as the
Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 1998-2 and are issued in fourteen classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Class R Certificate is a "residual interest" in a "real
estate mortgage investment conduit," as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as
amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat,
and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes,
state and local income and franchise taxes and other taxes imposed on or
measured by income. The Holder of the largest Percentage Interest in the Class R
Certificates shall be the "tax matters person" for the Upper-Tier REMIC pursuant
<PAGE>
to Treasury Regulations Section 1.860F-4(d), and the Servicer is hereby
irrevocably designated and shall serve as attorney-in-fact and agent for any
such Person that is the "tax matters person".
Pursuant to the terms of the Pooling and Servicing Agreement,
distributions, if any, on this Certificate shall be made by the Paying Agent to
the extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the Distribution Date to the Person in whose name this Certificate
is registered as of the related Record Date. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
The Certificates are limited in right of payment to, among
other things, certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth in the Pooling and Servicing Agreement. As
provided in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to
a Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date
because of the failure of Certificateholders to tender their Certificates shall
be set aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
<PAGE>
Each Person who has or who acquires any Ownership Interest in
a Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Paying Agent under Section 5.02(d) of the
Pooling and Servicing Agreement to deliver payments to a Person other than such
Person. The rights of each Person acquiring any Ownership Interest in a Class R
Certificate are expressly subject to the following provisions: (A) No Person
holding or acquiring any Ownership Interest in a Class R Certificate shall be a
Disqualified Organization or agent thereof (including a nominee, middleman or
similar person) (an "Agent"), a Plan or a Person acting on behalf of or
investing the assets of a Plan (such Plan or Person, an "ERISA Prohibited
Holder") or a Non-U.S. Person and shall promptly notify the Servicer, the
Trustee, Paying Agent and the Certificate Registrar of any change or impending
change to such status; (B) In connection with any proposed Transfer of any
Ownership Interest in a Class R Certificate, the Certificate Registrar shall
require delivery to it, and no Transfer of any Class R Certificate shall be
registered until the Certificate Registrar receives, an affidavit substantially
in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a
"Transfer Affidavit") from the proposed Transferee, in form and substance
satisfactory to the Certificate Registrar, representing and warranting, among
other things, that such Transferee is not a Disqualified Organization or Agent
thereof, an ERISA Prohibited Holder or a Non-U.S. Person, and that it has
reviewed the provisions of Section 5.02(d) of the Pooling and Servicing
Agreement and agrees to be bound by them; (C) Notwithstanding the delivery of a
Transfer Affidavit by a proposed Transferee under clause (B) above, if the
Certificate Registrar has actual knowledge that the proposed Transferee is a
Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a
Non-U.S. Person, no Transfer of an Ownership Interest in a Class R Certificate
to such proposed Transferee shall be effected; and (D) Each Person holding or
acquiring any Ownership Interest in a Class R Certificate shall agree (1) to
require a Transfer Affidavit from any prospective Transferee to whom such Person
attempts to transfer its Ownership Interest in such Class R Certificate and (2)
not to transfer its Ownership Interest in such Class R Certificate unless it
provides to the Certificate Registrar a letter substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit D-2 (a "Transferor
Letter") certifying that, among other things, it has no actual knowledge that
such prospective Transferee is a Disqualified Organization, an Agent thereof, an
ERISA Prohibited Holder or a Non-U.S. Person.
Subject to the terms of the Pooling and Servicing Agreement,
the Class X Certificates will be issued in book-entry form through the
facilities of DTC in Denominations of not less than $1,000,000 initial Notional
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of such Class evidencing an additional amount equal to the remainder
of the initial Notional Amount of such Class. Subject to the terms of the
Pooling and Servicing Agreement, the Offered Certificates (other than the Class
X Certificates) will be issued in book-entry form through the facilities of DTC
in Denominations of $10,000 initial Certificate Balance, and in integral
multiples of $1,000 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial
Certificate Balance of such Class. Subject to the terms of the Pooling and
Servicing Agreement, the Non-Registered Certificates (other than the Residual
Certificates) will be issued in book-entry form through the facilities of DTC in
Denominations of $250,000 initial Certificate Balance, and in integral multiples
of $1,000 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance
of such Class. The Class R and Class LR Certificates will be issued in fully
registered, certificated form, in Denominations representing Percentage
Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent and the Certificate Registrar and any of their agents
may treat the Person in whose name this Certificate is registered as the owner
hereof
<PAGE>
for all purposes, and neither the Depositor, the Trustee, the Servicer, the
Special Servicer, the Certificate Registrar nor any such agents shall be
affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time
to time by the Depositor, the Servicer, the Special Servicer and the Trustee,
without the consent of any of the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions herein or therein that may be inconsistent
with any other provisions herein or therein or to correct any error; to maintain
the rating or ratings assigned to each Class of Certificates by each Rating
Agency; to modify, eliminate or add to any provisions to such extent as is
necessary to maintain the qualification of either the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of any tax,
provided, however, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and such action is necessary or desirable to avoid such tax;
to change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and that such action will
not result in the withdrawal, downgrade or qualification of the then-current
rating by any Rating Agency, as evidenced by a letter from such Rating Agency to
such effect; to modify, eliminate or add to the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," and such change shall not, as evidenced by an Opinion of
Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from
time to time by the Depositor, the Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66 2/3% of the aggregate Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing
of, payments which are required to be distributed on any Certificate
without the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such
amendment, without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing
Agreement unless the Trustee shall have received an Opinion of Counsel that such
amendment will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to
fail to qualify as a REMIC or result in the imposition of a tax on the
Upper-Tier REMIC or Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to
<PAGE>
promptly forward to Certificateholders and Rating Agencies in the manner set
forth in the Pooling and Servicing Agreement, to purchase all, but not less than
all, of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is reduced to less
than 1% of the aggregate Cut-off Date Principal Balance of all the Mortgage
Loans.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Paying
Agent to make payments to Certificateholders as provided for in the Pooling and
Servicing Agreement), shall terminate upon reduction of the Certificate Balances
of all the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust Fund as Certificate Registrar under the
Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the
Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE pooling and servicing agreement SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in
its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By: ___________________________
AUTHORIZED OFFICER
Dated: November 19, 1998
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By: ___________________________
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common
Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto____
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
- --------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
-------------------------------------------
Dated: NOTICE: The signature to this assignment
-------------------------- must correspond with the name as written
upon the face of this Certificate in every
particular without alteration or
enlargement or any change whatever.
- -------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
EXHIBIT A-14
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-2, CLASS LR
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974. AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE OR ANY
GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN"), OR ANY PERSON ACTING ON BEHALF
OF OR INVESTING THE ASSETS OF A PLAN.
THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND
860D OF THE INTERNAL
<PAGE>
REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS CERTIFICATE, BY
ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, NON-U.S.
PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.02 OF THE POOLING AND
SERVICING AGREEMENT.
<TABLE>
<CAPTION>
<S> <C>
PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: 100% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE OF THE
MORTGAGE LOANS AFTER DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DATE OF AGREEMENT: AS OF NOVEMBER 10, 1998 RECEIVED ON OR BEFORE CUT-OFF DATE: $1,268,136,183
CUT-OFF DATE: NOVEMBER 10, 1998 SERVICER: GMAC COMMERCIAL MORTGAGE CORPORATION.
CLOSING DATE: NOVEMBER 19, 1998 SPECIAL SERVICER: GMAC COMMERCIAL MORTGAGE CORPORATION.
FIRST DISTRIBUTION DATE: TRUSTEE: STATE STREET BANK AND TRUST COMPANY
DECEMBER 18, 1998
PAYING AGENT: THE CHASE MANHATTAN BANK
CLASS LR PERCENTAGE INTEREST: _______%
CERTIFICATE NO.: __________
</TABLE>
<PAGE>
CLASS LR CERTIFICATE
evidencing a beneficial ownership interest in a Trust Fund, consisting primarily
of a pool of commercial, multifamily and mobile home community fixed rate, fully
amortizing and balloon mortgage loans (the "Mortgage Loans"), all payments on or
collections in respect of the Mortgage Loans due after the Cut-off Date, all REO
Properties and revenues received in respect thereof, the mortgagee's rights
under the Insurance Policies, any Assignment of Leases, and any guaranties,
escrow accounts or other collateral as security for the Mortgage Loans, and such
amounts as shall from time to time be held in the Certificate Account, the
Distribution Accounts, and the REO Accounts, formed and sold by
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE
TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING
MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
THIS CERTIFIES THAT __________________________
is the registered owner of the interest evidenced by this Certificate in the
Class LR Certificates issued by the Trust Fund created pursuant to the Pooling
and Servicing Agreement, dated as of November 10, 1998 (the "Pooling and
Servicing Agreement"), among Chase Commercial Mortgage Securities Corp.
(hereinafter called the "Depositor", which term includes any successor entity
under the Pooling and Servicing Agreement), the Trustee, the Special Servicer
and the Servicer. A summary of certain of the pertinent provisions of the
Pooling and Servicing Agreement is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.
This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the Denomination of this
Certificate specified on the face hereof, by the aggregate initial Certificate
Balance of the Class LR Certificates. The Certificates are designated as the
Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 1998-2 and are issued in fourteen classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.
This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement, to which Pooling and
Servicing Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound. In the case of any conflict between terms specified in this Certificate
and terms specified in the Pooling and Servicing Agreement, the terms of the
Pooling and Servicing Agreement shall govern.
This Class LR Certificate is a "residual interest" in a "real
estate mortgage investment conduit," as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as
amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat,
and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes,
state and local income and franchise taxes and other taxes imposed on or
measured by income. The Holder of the largest Percentage Interest in the Class
LR Certificates shall be the "tax matters person" for the Lower-Tier REMIC
pursuant
<PAGE>
to Treasury Regulations Section 1.860F-4(d), and the Servicer is hereby
irrevocably designated and shall serve as attorney-in-fact and agent for any
such Person that is the "tax matters person".
Pursuant to the terms of the Pooling and Servicing Agreement,
distributions, if any, on this Certificate shall be made by the Paying Agent to
the extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the Distribution Date to the Person in whose name this Certificate
is registered as of the related Record Date. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.
The Certificates are limited in right of payment to, among
other things, certain collections and recoveries respecting the Mortgage Loans,
all as more specifically set forth in the Pooling and Servicing Agreement. As
provided in the Pooling and Servicing Agreement, the Certificate Account and the
Distribution Account will be held in the name of the Servicer and Paying Agent,
respectively, on behalf of the Holders of Certificates specified in the Pooling
and Servicing Agreement and the Servicer (with respect to the Certificate
Account) or the Paying Agent (with respect to the Distribution Account) will be
authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments. Interest or other income earned on
funds in the Certificate Account and Distribution Account will be paid to the
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the
Pooling and Servicing Agreement, withdrawals from the Certificate Account shall
be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust Fund.
All distributions under the Pooling and Servicing Agreement to
a Class of Certificates shall be made on each Distribution Date (other than the
final distribution on any Certificate) to Certificateholders of record on the
related Record Date by check mailed to the address set forth therefor in the
Certificate Register or, provided that such Certificateholder (1) has provided
the Trustee and Paying Agent with wire instructions in writing at least five
Business Days prior to the related Record Date and (2) is the Holder of
Certificates with an original Certificate Balance or Notional Amount, as
applicable, of at least $5,000,000, by wire transfer of immediately available
funds to the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor. The final distribution on this Certificate
shall be made in like manner, but only upon presentment and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to Certificateholders of such final distribution.
Any funds not distributed on the final Distribution Date
because of the failure of Certificateholders to tender their Certificates shall
be set aside and held uninvested in trust for the benefit of the non-tendering
Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice has been given pursuant to Section 4.01(g) of
the Pooling and Servicing Agreement shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Paying Agent shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation to receive
the final distribution with respect thereto. If within one year after the second
notice not all of such Certificates shall have been surrendered for
cancellation, the Paying Agent may, directly or through an agent, take
appropriate steps to contact the remaining non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with
Section 4.01(g) of the Pooling and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registerable in the Certificate Register only upon surrender of this Certificate
for registration of transfer at the office of the Certificate Registrar or at
the office of its transfer agent, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Holder hereof or
such Holder's attorney-in-fact duly authorized in writing, and thereupon one or
more new Certificates of the same Class in authorized Denominations will be
issued to the designated transferee or transferees.
<PAGE>
Each Person who has or who acquires any Ownership Interest in
a Class LR Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Paying Agent under Section 5.02(d) of the
Pooling and Servicing Agreement to deliver payments to a Person other than such
Person. The rights of each Person acquiring any Ownership Interest in a Class LR
Certificate are expressly subject to the following provisions: (A) No Person
holding or acquiring any Ownership Interest in a Class LR Certificate shall be a
Disqualified Organization or agent thereof (including a nominee, middleman or
similar person) (an "Agent"), a Plan or a Person acting on behalf of or
investing the assets of a Plan (such Plan or Person, an "ERISA Prohibited
Holder") or a Non-U.S. Person and shall promptly notify the Servicer, the
Trustee, Paying Agent and the Certificate Registrar of any change or impending
change to such status; (B) In connection with any proposed Transfer of any
Ownership Interest in a Class LR Certificate, the Certificate Registrar shall
require delivery to it, and no Transfer of any Class LR Certificate shall be
registered until the Certificate Registrar receives, an affidavit substantially
in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a
"Transfer Affidavit") from the proposed Transferee, in form and substance
satisfactory to the Certificate Registrar, representing and warranting, among
other things, that such Transferee is not a Disqualified Organization or Agent
thereof, an ERISA Prohibited Holder or a Non-U.S. Person, and that it has
reviewed the provisions of Section 5.02(d) of the Pooling and Servicing
Agreement and agrees to be bound by them; (C) Notwithstanding the delivery of a
Transfer Affidavit by a proposed Transferee under clause (B) above, if the
Certificate Registrar has actual knowledge that the proposed Transferee is a
Disqualified Organization or an Agent thereof, an ERISA Prohibited Holder or a
Non-U.S. Person, no Transfer of an Ownership Interest in a Class LR Certificate
to such proposed Transferee shall be effected; and (D) Each Person holding or
acquiring any Ownership Interest in a Class LR Certificate shall agree (1) to
require a Transfer Affidavit from any prospective Transferee to whom such Person
attempts to transfer its Ownership Interest in such Class LR Certificate and (2)
not to transfer its Ownership Interest in such Class LR Certificate unless it
provides to the Certificate Registrar a letter substantially in the form
attached to the Pooling and Servicing Agreement as Exhibit D-2 (a "Transferor
Letter") certifying that, among other things, it has no actual knowledge that
such prospective Transferee is a Disqualified Organization, an Agent thereof, an
ERISA Prohibited Holder or a Non-U.S. Person.
Subject to the terms of the Pooling and Servicing Agreement,
the Class X Certificates will be issued in book-entry form through the
facilities of DTC in Denominations of not less than $1,000,000 initial Notional
Amount and in integral multiples of $1,000 in excess thereof, with one
Certificate of such Class evidencing an additional amount equal to the remainder
of the initial Notional Amount of such Class. Subject to the terms of the
Pooling and Servicing Agreement, the Offered Certificates (other than the Class
X Certificates) will be issued in book-entry form through the facilities of DTC
in Denominations of $10,000 initial Certificate Balance, and in integral
multiples of $1,000 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial
Certificate Balance of such Class. Subject to the terms of the Pooling and
Servicing Agreement, the Non-Registered Certificates (other than the Residual
Certificates) will be issued in book-entry form through the facilities of DTC in
Denominations of $250,000 initial Certificate Balance, and in integral multiples
of $1,000 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance
of such Class. The Class R and Class LR Certificates will be issued in fully
registered, certificated form, in Denominations representing Percentage
Interests of not less than 20%.
No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of transfer or
exchange referred to in Section 5.02 of the Pooling and Servicing Agreement
other than for transfers to Institutional Accredited Investors as provided in
Section 5.02(h) thereof. In connection with any transfer to an Institutional
Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar's counsel's review of the
documents and any legal opinions, submitted by the transferor or transferee to
the Certificate Registrar as provided in Section 5.02 of the Pooling and
Servicing Agreement) incurred by the Certificate Registrar in connection with
such transfer. The Certificate Registrar may require payment by each transferor
of a sum sufficient to cover any tax, expense or other governmental charge
payable in connection with any such transfer or exchange.
The Depositor, the Trustee, the Servicer, the Special
Servicer, the Paying Agent and the Certificate Registrar and any of their agents
may treat the Person in whose name this Certificate is registered as the owner
hereof
<PAGE>
for all purposes, and neither the Depositor, the Trustee, the Servicer, the
Special Servicer, the Certificate Registrar nor any such agents shall be
affected by any notice to the contrary.
The Pooling and Servicing Agreement may be amended from time
to time by the Depositor, the Servicer, the Special Servicer and the Trustee,
without the consent of any of the Certificateholders, to cure any ambiguity, to
correct or supplement any provisions herein or therein that may be inconsistent
with any other provisions herein or therein or to correct any error; to maintain
the rating or ratings assigned to each Class of Certificates by each Rating
Agency; to modify, eliminate or add to any provisions to such extent as is
necessary to maintain the qualification of either the Upper-Tier REMIC or the
Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of any tax,
provided, however, an Opinion of Counsel is obtained to the effect that such
action shall not adversely affect in any material respect the interest of any
Certificateholder and such action is necessary or desirable to avoid such tax;
to change the timing and/or nature of deposits into the Certificate Account or
Distribution Account or REO Account or to change the name in which the
Certificate Account is maintained, provided, however, that the P&I Advance Date
shall not be later than the related Distribution Date, an Opinion of Counsel is
obtained to the effect that such action shall not adversely affect in any
material respect the interest of any Certificateholder and that such action will
not result in the withdrawal, downgrade or qualification of the then-current
rating by any Rating Agency, as evidenced by a letter from such Rating Agency to
such effect; to modify, eliminate or add to the provisions of Section 5.02(d) of
the Pooling and Servicing Agreement or any other provision thereof restricting
transfer of the Residual Certificates by virtue of their being the REMIC
"residual interests," and such change shall not, as evidenced by an Opinion of
Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC or any of the
Certificateholders (other than the Transferor) to be subject to a federal tax
caused by a Transfer to a Person that is a Disqualified Organization or a
Non-U.S. Person; and to make any other provisions with respect to matters or
questions arising under the Pooling and Servicing Agreement which shall not be
materially inconsistent with the provisions of the Pooling and Servicing
Agreement, provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interest of any
Certificateholder not consenting thereto.
The Pooling and Servicing Agreement may also be amended from
time to time by the Depositor, the Servicer, the Special Servicer and the
Trustee with the consent of the Holders of Certificates representing not less
than 66 2/3% of the aggregate Percentage Interests of each Class of Certificates
affected by the amendment for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Pooling and
Servicing Agreement or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing
of, payments which are required to be distributed on any Certificate
without the consent of such Certificateholder; or
(ii) reduce the aforesaid percentage of Certificates of any
Class the Holders of which are required to consent to any such
amendment, without the consent of the Holders of all Certificates of
such Class then outstanding; or
(iii) adversely affect the Voting Rights of any Class of
Certificates without the consent of the Holders of such Class then
outstanding; or
(iv) amend Section 11.01.
No amendment shall be made to the Pooling and Servicing
Agreement unless the Trustee shall have received an Opinion of Counsel that such
amendment will not cause either the Upper-Tier REMIC or the Lower-Tier REMIC to
fail to qualify as a REMIC or result in the imposition of a tax on the
Upper-Tier REMIC or the Lower-Tier REMIC.
Any of the Holders of the Controlling Class, Special Servicer,
Servicer or the Holders of the Class LR Certificates (in that order) will have
the option, upon 60 days' prior notice given to the Trustee, Paying Agent and
each of the other parties to the Pooling and Servicing Agreement, which notice
the Paying Agent is required to
<PAGE>
promptly forward to Certificateholders and Rating Agencies in the manner set
forth in the Pooling and Servicing Agreement, to purchase all, but not less than
all, of the Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund, and thereby effect termination of the Trust
Fund and early retirement of the then outstanding Certificates, on any
Distribution Date on which the aggregate Stated Principal Balances of the
Mortgage Loans and any REO Loans remaining in the Trust Fund is reduced to less
than 1% of the aggregate Cut-off Date Principal Balance of all the Mortgage
Loans.
The obligations created by the Pooling and Servicing Agreement
and the Trust Fund created thereby (other than the obligation of the Paying
Agent to make payments to Certificateholders as provided for in the Pooling and
Servicing Agreement), shall terminate upon reduction of the Certificate Balances
of all the Certificates to zero (including, without limitation, any such final
payment resulting from a termination of the Trust Fund due to a sale of its
property) pursuant to the terms of the Pooling and Servicing Agreement. In no
event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the Court of St. James, living on the date hereof.
Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust Fund as Certificate Registrar under the
Pooling and Servicing Agreement and makes no representation or warranty as to
any of the statements contained herein or the validity or sufficiency of the
Certificates or the Mortgage Loans.
THIS CERTIFICATE AND THE pooling and servicing agreement SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.
IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.
THE CHASE MANHATTAN BANK, not in
its individual capacity but
solely as Certificate Registrar
under the Pooling and Servicing
Agreement.
By: ___________________________
AUTHORIZED OFFICER
Dated: November 19, 1998
CERTIFICATE OF AUTHENTICATION
THIS IS ONE OF THE CLASS LR CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.
THE CHASE MANHATTAN BANK,
Authenticating Agent
By: ___________________________
AUTHORIZED SIGNATORY
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights Under Uniform Gifts to Minors
of survivorship and not as
tenants in common
Act __________________________
(State)
Additional abbreviations may also be used though not in the above list.
FORM OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto____
- --------------------------------------------------------------------------------
(Please insert Social Security or other identifying number of Assignee)
- --------------------------------------------------------------------------------
(Please print or typewrite name and address of assignee)
- --------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint to
transfer the said Certificate in the Certificate register of the within-named
Trust, with full power of substitution in the premises.
-------------------------------------------
Dated: NOTICE: The signature to this assignment
-------------------------- must correspond with the name as written
upon the face of this Certificate in every
particular without alteration or
enlargement or any change whatever.
- -------------------------------
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if
mailed by check, to _______________________________________. Statements should
be mailed to _______________________________________________________________.
This information is provided by assignee named above, or
______________________________ , as its agent.
<PAGE>
<TABLE>
<CAPTION>
Mortgage Loan Schedule
Zip
ID Mortgagor's Name Address City State Code
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<S> <C> <C> <C> <C> <C>
1 104 SECOND REALTY LLC 104/106 Second Ave New York NY 10003
2 TNK ASSOCIATES LLC 20 Trafalgar Sq Nashua NH 03063
3 212 WOLCOTT ST. PARTNERS LLC 212 Wolcott St Brooklyn NY 11231
4 S.N.Y, INC. 229 West 28th St New York NY 10001
5 TRAFALGAR SQUARE ASSOC. LLC 24 & 33 Trafalgar Sq Nashua NH 03063
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6 THREE HUNDRED REALTY TRUST 300 First Ave Needham MA 02194
7 LAKE GROVE PTNRS LLC & 303 S. BWAY
7a 303 S. Broadway Tarrytown NY 10591
7b 3147 Middle Country Rd Lake Grove NY 11755
8 379 BROADWAY ASSOCIATES LLC 379 W. Broadway New York NY 10012
9 COMMERCIAL SITES LLC 38-34/36 Bell Blvd Bayside NY 11361
10 385 FIFTH AVENUE LLC 385 Fifth Ave New York NY 10016
- -----------------------------------------------------------------------------------------------------------------------------------
11 COMDRIVE ASSOCIATES LP 401 & 414 Commerce Dr Ft. Washington PA 19034
12 LONGMONT TECH. PARK I LLC 410 S. Sunset St., 1510 Nelson Longmontis CO 80501
Rd., 345 S. Francis St.
13 WFP 75 STATE STREET CO LP 75 State St Boston MA 02109
14 9 OLD KINGS HIGHWAY LLC 9 Old Kings Highway Darien CT 06820
15 MEMPHIS 99 PARKING GARAGE LP 86 North Front St Memphis TN 38103
- -----------------------------------------------------------------------------------------------------------------------------------
16 KIR ARBORETUM CROSSING LP 9333 Research Blvd Austin TX 78759
17 DOUGLASS/ARBOUR BLDG LLC 527 S Lake Ave Pasadena CA 91101
18 ARCADIA LLC 1065 East 450 North Provo UT 84604
19 ARSENAL MALL LLC 485 Arsenal St Watertown MA 02172
20 8799 BALBOA LLC 8799 Balboa Ave San Diego CA 92123
- -----------------------------------------------------------------------------------------------------------------------------------
21 SPI/BRAINTREE UNIT 5 LP 200 Grossman Drive, Unit #5 Braintree MA 02184
22 TEL-BINGHAM ASSOC.-1977 LLC 30100 Telegraph Rd Bingham Farms MI 48025
23 BINGHAM VENTURES-1977 LLC 30400 Telegraph Rd Bingham Farms MI 48025
24 FC BRIDGEWATER ASSOC. LP 1000 Marcella Dr Hampton VA 23666
25 KIR GARLAND LP 930-950 West Centerville Rd Garland TX 75041
- -----------------------------------------------------------------------------------------------------------------------------------
26 BRINKER INTERNATIONAL
26a 3905 Troy Highway Montgomery AL 36111
26b 947 Lawrenceville Suwanee Rd Lawrenceville GA 30243
26c 5200 West 119th St Leawood KN 66209
26d 1102 Walnut St Cary NC 27511
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27 BRINKER INTERNATIONAL
27a 7605 North Academy Blvd CO Springs CO 80920
27b 2230 Mt. Zion Parkway Morrow GA 30206
27c 2891 N. Veterans Springfield IL 62740
27d 6620 Youree Drive Shreveport LA 71105
27e 18900 E. 39th Street Independence MO 64057
27f 4020 Chapel Hill Blvd. Durham NC 27707
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28 BRINKER INTERNATIONAL
28a 851 Cobb Place Blvd. Kennesaw GA 30144
28b 535 N. Lakeview Vernon Hills IL 60061
28c 6943 W. 38th Indianapolis IN 46254
28d 7001 W. 119th Street Overland Park KS 66209
28e 6614 Youree Drive Shreveport LA 71105
28f 2200 Emporium Drive Jackson TN 38305
- -----------------------------------------------------------------------------------------------------------------------------------
29 LOVELAND-PIERCE LTD 890 W. Loveland Loveland OH 45140
30 CHIPPEWA FALLS WAREHOUSE LLC 2121 Olson Drive Chippewa Falls WI 54792
31 AMELIA-PIERCE III LTD 2 Estate Drive Amelia OH 45102
32 CONTINENTAL 2041/831 LLC 2041 Rosecrans & 831 Nash St. El Segundo CA 90245
33 KIR BELLINGHAM LP 4295 Guide Meridian Rd Bellingham WA 98226
- -----------------------------------------------------------------------------------------------------------------------------------
34 KIR GLENDALE LP 5800-5870 West Bell Blvd Glendale AZ 85308
35 KIR FAIRFAX LP 12275 & 12300 Price Club Plaza, Fairfax VA 22030
4725 West Ox Rd.
36 CROSSINGS RETAIL CENTER LP SWC Deer Valley Rd & Hillcrest Antioch CA 94509
37 BELLINGHAM N. MAIN ST. LLC 207 Hartford Ave & Main St. Bellingham MA 02019
- -----------------------------------------------------------------------------------------------------------------------------------
38 MHP ALLIANCE LLC NW--State St. & Union Ave. Alliance OH 44601
39 DEBBIE'S PLACE LTD 9501-65 SW 72nd St. Miami FL 33173
40 EAST LAKE PLAZA ASSOCIATES 9701 Interstate Hwy 10 New Orleans LA 70127
41 MHP PENSACOLA LLC 4510 Mobile Highway Pensacola FL 32506
42 ENSENADA VILLAGE LP 301 South Bowen Rd Arlington TX 76013
- -----------------------------------------------------------------------------------------------------------------------------------
43 BLOSSOM HILL APTS. ET AL
<CAPTION>
Mortgage Loan Schedule
Stated
Orig. Rem. Orig.
Term to Term to Mat. Am. Rem.
Mtge. Net Mtge. Original Cut-off Date Mat. or Mat. or Date or Term Am.
ID Rate Rate Balance Balance ADP ADP(mo.) ADP (mo.) Term
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 7.250% 7.16925% $2,200,000 $2,192,655 120 115 06/10/08 360 355
2 7.000% 6.91925% 5,690,000 5,677,016 120 118 09/10/08 300 298
3 7.125% 7.04425% 9,600,000 9,541,131 120 116 07/10/08 360 356
4 6.590% 6.50925% 8,250,000 8,250,000 120 120 11/10/08 360 360
5 6.750% 6.66925% 1,560,000 1,558,289 120 119 10/10/08 300 299
- ------------------------------------------------------------------------------------------------------------------------------------
6 7.125% 7.04425% 8,600,000 8,539,524 120 116 07/10/08 240 236
7 7.550% 7.46925% 20,000,000 19,848,819 120 110 01/01/08 360 350
7a 10,734,824 10,653,679
7b 9,265,176 9,195,140
8 7.336% 7.25525% 8,000,000 7,927,796 240 235 06/10/18 240 235
9 7.625% 7.54425% 2,200,000 2,191,485 120 116 07/10/08 300 296
10 6.900% 6.81925% 24,400,000 24,384,278 120 119 10/10/08 360 359
- ------------------------------------------------------------------------------------------------------------------------------------
11 7.420% 7.33925% 8,450,000 8,397,905 124 114 05/01/08 360 350
12 7.080% 6.99925% 10,100,000 10,064,779 120 115 06/10/08 360 355
13 7.000% 6.95425% 185,000,000 184,884,329 120 119 10/10/08 360 359
14 6.875% 6.79425% 4,800,000 4,760,665 120 113 04/10/08 300 293
15 7.125% 7.04425% 2,985,000 2,972,208 120 116 07/10/08 300 296
- ------------------------------------------------------------------------------------------------------------------------------------
16 6.600% 6.51925% 19,950,000 19,950,000 120 120 11/10/08 360 360
17 6.700% 6.61925% 3,700,000 3,697,472 119 118 09/10/08 360 359
18 7.050% 6.96925% 960,000 956,856 120 116 07/10/08 360 356
19 6.750% 6.66925% 35,000,000 34,976,428 120 119 10/10/08 360 359
20 6.400% 6.31925% 3,350,000 3,347,508 120 119 10/10/08 360 359
- ------------------------------------------------------------------------------------------------------------------------------------
21 7.200% 7.11925% 6,880,000 6,850,955 180 176 07/10/13 300 296
22 6.850% 6.76925% 7,410,000 7,384,761 120 116 07/10/08 360 356
23 6.850% 6.76925% 8,060,000 8,032,547 120 116 07/10/08 360 356
24 6.980% 6.89925% 10,400,000 10,400,000 129 122 01/10/09 360 353
25 6.600% 6.51925% 3,400,000 3,400,000 120 120 11/10/08 360 360
- ------------------------------------------------------------------------------------------------------------------------------------
26 7.156% 7.07525% 7,107,117 7,101,386 240 228 11/01/17 330 318
26a 1,770,631 1,769,203
26b 1,647,671 1,646,342
26c 1,967,368 1,965,782
26d 1,721,447 1,720,059
- ------------------------------------------------------------------------------------------------------------------------------------
27 7.156% 7.07525% 10,261,484 10,253,160 240 228 11/01/17 330 318
27a 1,963,920 1,962,327
27b 1,669,332 1,667,978
27c 1,374,744 1,373,629
27d 1,571,136 1,569,862
27e 1,571,136 1,569,862
27f 2,111,214 2,109,502
- ------------------------------------------------------------------------------------------------------------------------------------
28 7.156% 7.07525% 10,397,984 10,389,628 240 228 11/01/17 330 318
28a 1,575,452 1,574,186
28b 2,264,712 2,262,892
28c 1,476,986 1,475,799
28d 1,585,299 1,584,025
28e 1,920,082 1,918,539
28f 1,575,452 1,574,186
- ------------------------------------------------------------------------------------------------------------------------------------
29 7.000% 6.91925% 3,970,000 3,959,205 120 116 07/10/08 360 356
30 7.250% 7.16925% 6,900,000 6,861,632 120 113 04/01/08 360 353
31 6.875% 6.79425% 1,220,000 1,217,376 120 117 08/10/08 360 357
32 7.100% 7.01925% 16,500,000 16,489,994 120 119 10/10/08 360 359
33 6.600% 6.51925% 15,050,000 15,050,000 120 120 11/10/08 360 360
- ------------------------------------------------------------------------------------------------------------------------------------
34 6.600% 6.51925% 24,750,000 24,750,000 120 120 11/10/08 360 360
35 6.600% 6.51925% 31,987,500 31,987,500 120 120 11/10/08 360 360
36 7.040% 6.95925% 11,500,000 11,459,488 120 115 06/10/08 360 355
37 7.000% 6.91925% 10,800,000 10,746,103 120 114 05/10/08 360 354
- ------------------------------------------------------------------------------------------------------------------------------------
38 7.470% 7.38925% $2,156,000 $2,139,031 232 228 11/10/17 232 228
39 7.000% 6.91925% 2,160,000 2,156,868 120 118 09/10/08 360 358
40 7.000% 6.91925% 8,000,000 7,971,532 120 115 06/10/08 360 355
41 7.510% 7.42925% 1,704,000 1,690,319 229 225 08/10/17 229 225
42 7.154% 7.07325% 2,880,000 2,880,000 120 112 03/01/08 330 322
- ------------------------------------------------------------------------------------------------------------------------------------
43 7.140% 7.05925% 31,765,000 31,636,297 120 114 05/10/08 360 354
<CAPTION>
Mortgage Loan Schedule
Cut-
off
Date Applic. Interest Revised Int.
1st Payment Appraised LTV Service Fee Accrual Mtg. Reserve
ID after Cut-off Value Ratio DSCR Rate Basis Rate Loan
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 $15,008 $3,200,000 69% 1.17 0.08075% ACT/360
2 $40,216 10,100,000 56% 1.32 0.08075% ACT/360
3 $73,010 12,000,000 80% 1.27 0.08075% ACT/360
4 $52,635 11,000,000 75% 1.58 0.08075% ACT/360 Yes
5 $10,778 2,275,000 68% 1.43 0.08075% ACT/360 Yes
- ----------------------------------------------------------------------------------------------------------------
6 $67,323 16,000,000 53% 1.60 0.08075% ACT/360
7 $140,528 31,300,000 63% 1.49 0.08075% 30/360
7a 16,800,000 63% 1.49
7b 14,500,000 63% 1.49
8 $64,144 10,000,000 79% 1.03 0.08075% ACT/360
9 $16,437 3,300,000 66% 1.44 0.08075% ACT/360
10 $160,698 32,600,000 75% 1.34 0.08075% ACT/360 Yes
- ----------------------------------------------------------------------------------------------------------------
11 $58,621 10,850,000 77% 1.39 0.08075% 30/360
12 $67,739 13,700,000 73% 1.36 0.08075% ACT/360
13 $1,230,810 320,000,000 58% 1.51 0.04575% ACT/360 9.000%
14 $33,544 9,700,000 49% 1.73 0.08075% ACT/360 Yes
15 $21,336 5,000,000 59% 1.62 0.08075% ACT/360
- ----------------------------------------------------------------------------------------------------------------
16 $127,412 26,600,000 75% 1.55 0.08075% ACT/360 T+200(1) Yes
17 $23,875 5,000,000 74% 1.46 0.08075% ACT/360 Yes
18 $6,419 1,290,000 74% 1.32 0.08075% 30/360
19 $227,009 56,000,000 62% 1.69 0.08075% ACT/360 Yes
20 $20,954 4,675,000 72% 1.48 0.08075% ACT/360 Yes
- ----------------------------------------------------------------------------------------------------------------
21 $49,508 8,675,000 79% 1.19 0.08075% ACT/360
22 $48,555 12,000,000 62% 1.68 0.08075% 30/360
23 $52,814 12,000,000 67% 1.63 0.08075% 30/360
24 $6,493 13,000,000 80% 1.40 0.08075% 30/360
25 $21,714 4,700,000 72% 1.43 0.08075% ACT/360 T+200(1) Yes
- ----------------------------------------------------------------------------------------------------------------
26 $43,657 7,400,000 96% 1.00 0.08075% 30/360
26a 1,650,000 1.00
26b 1,890,000 1.00
26c 1,910,000 1.00
26d 1,950,000 1.00
- ----------------------------------------------------------------------------------------------------------------
27 $63,038 10,450,000 98% 1.00 0.08075% 30/360
27a 2,000,000 1.00
27b 1,700,000 1.00
27c 1,400,000 1.00
27d 1,600,000 1.00
27e 1,600,000 1.00
27f 2,150,000 1.00
- ----------------------------------------------------------------------------------------------------------------
28 $63,870 10,560,000 98% 1.00 0.08075% 30/360
28a 1,600,000 1.00
28b 2,300,000 1.00
28c 1,500,000 1.00
28d 1,610,000 1.00
28e 1,950,000 1.00
28f 1,600,000 1.00
- ----------------------------------------------------------------------------------------------------------------
29 $26,413 4,985,000 79% 1.34 0.08075% ACT/360
30 $47,070 9,200,000 75% 1.43 0.08075% 30/360
31 $8,015 1,530,000 80% 1.43 0.08075% ACT/360 Yes
32 $110,885 22,500,000 73% 1.25 0.08075% ACT/360 T+200(1)
33 $96,118 21,000,000 72% 1.45 0.08075% ACT/360 T+200(1) Yes
- ----------------------------------------------------------------------------------------------------------------
34 $158,068 33,000,000 75% 1.45 0.08075% ACT/360 T+200(1) Yes
35 $204,291 42,650,000 75% 1.57 0.08075% ACT/360 T+200(1) Yes
36 $76,819 14,770,000 78% 1.36 0.08075% ACT/360
37 $71,853 13,900,000 77% 1.45 0.08075% 30/360
- ----------------------------------------------------------------------------------------------------------------
38 $17,624 $2,200,000 97% 1.01 0.08075% 30/360
39 $14,371 2,700,000 80% 1.41 0.08075% ACT/360
40 $53,224 12,400,000 64% 1.69 0.08075% ACT/360
41 $14,053 1,970,000 86% 1.01 0.08075% 30/360
42 $17,170 3,400,000 85% 1.31 0.08075% 30/360
- ----------------------------------------------------------------------------------------------------------------
43 $214,328 40,350,000 78% 1.32 0.08075% ACT/360
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Mortgage Loan Schedule
Zip
ID Mortgagor's Name Address City State Code
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
43a 5480 Lean Ave San Jose CA 95123
43b 5550 Genesee Court East San Diego CA 92117
43c 6630 Independence Ave. Canoga Park CA 90230
43d 5404 Drysdale Dr San Jose CA 95124
- -----------------------------------------------------------------------------------------------------------------------------------
44 GEORGETOWN OF KETTERING LTD 4889 Far Hills Ave Kettering OH 45429
45 HANOVER COMMONS LP Northeast Chamberlayne Ave Mechanicsville VA 23111
46 2296 HENDERSON MILL ROAD LLC 2296 Henderson Mill Rd Atlanta GA 30309
47 THA LTD 3002 4th St Lubbock TX 79415
48 HILLTOWER GROUP LP 7600 Stenton Ave Philadelphia PA 19118
- -----------------------------------------------------------------------------------------------------------------------------------
49 ROCK FALLS HOTEL ASSOCS. LC 2105 First Ave South Rock Falls IL 61071
50 KIR COPIAGUE LP 801-1151 Sunrise Highway Copiague NY 11726
51 BELLEVUE ASSOCIATES LP 501 Geary Street San Francisco CA 94102
52 JACK'S SHOPPING CTR LTD & PLAZA LINDA
52a 9800-84 SW 40th St./10453-81 Miami FL 33165
SW 40th Street
52b 10453-81 SW 40th St. Miami FL 33165
- -----------------------------------------------------------------------------------------------------------------------------------
53 JUPITER FESTIVAL LTD 201 North US Highway 1 Jupiter FL 33477
54 RANGER-KENMAR INC 833 Campbell Hill Street Marietta GA 30060
55 VINE BROOK ASSOCIATES 1733-1753 Mass. Ave Lexington MA 02173
56 LIBERTY HILL APARTMENTS II LLC 32450 Cromwell Dr Solon OH 44139
- -----------------------------------------------------------------------------------------------------------------------------------
57 BIXBY-LINCOLN STATION, INC. 11900 South St Lincoln Station CA 90701
58 13.20 ACRE GROUND LEASE, L.P. T E HIGHWAY 6 Houston TX 77084
59 AVR MASSAPEQUA LLC
59a 1300-1399 Hicksville Rd Massapequa NY 11758
59b 1200 Hicksville Rd Massapequa NY 11758
59c 1276 Hicksville Rd Massapequa NY 11758
- -----------------------------------------------------------------------------------------------------------------------------------
60 MIDWAY PLAZA ASSOC. LP 5701 N University Dr Tamarac FL 33321
61 MING RETAIL PLAZA LLC 3006-3010 Ming Ave Bakersfield CA 93301
62 NICOLE'S PLACE LTD 2901-3001 W Commercial Blvd. Fort Lauderdale FL 33309
63 OAKWOOD CENTER LLC 3143 Amboy Rd Staten Island NY 10306
- -----------------------------------------------------------------------------------------------------------------------------------
64 HELD PROPERTY LLC 214 Overlook Circle Brentwood TN 37027
65 PALM HARBOR SHOPS LTD 35801-36091 US 19 North Palm Harbor FL 34683
66 CAMP CREEK PARTNERS I LP 2525 Camp Creek Parkway Atlanta GA 30337
67 PLAZA LINDA II LTD 10411-41 SW40th St Miami FL 33165
68 MHP RETAIL CENTERS LLC 4963 NW Blichton Rd Ocala FL 34478
- -----------------------------------------------------------------------------------------------------------------------------------
69 RIVERHEAD HOTEL GROUP LP 1830 Route 25 Riverhead NY 11901
70 RESTAURANT ROW LLC Rainbow Blvd Las Vegas NV 89108
71 2121 ROUTE 27 LLC 2121 Route 27 Edison NJ 08818
72 KIR RICHARDSON LP 106-180 West Cambell Rd Richardson TX 75080
- -----------------------------------------------------------------------------------------------------------------------------------
73 MDC HANOVER COMMONS PHARMACY LLC Rte. 301 & Hanover Crossings Dr. Hanover VA 23069
74 ROSEHILL SUITES LTD 1301 East Mountain View Rd Phoenix AZ 85020
75 R. R. CROSSING OUTPARCEL LTD SEC IH - 35 & Country RD 170 Round Rock TX 78701
76 SOUTHCROFT LLC 322 West 57th St New York NY 10019
- -----------------------------------------------------------------------------------------------------------------------------------
77 ALEXANDRIA SUITES INVESTMENT LP
77a 801 North Saint Asaph St Alexandria VA 22314
77b 201 Hutchington Ave Columbus OH 43235
77c 770 West 47th St Kansas City MO 64112
- -----------------------------------------------------------------------------------------------------------------------------------
78 COOLIDGE - NEPTUNE EQUITIES LLC 2200 Route 66 East Neptune NJ 07753
79 SFDH ASSOCIATES LP 432-450 Powell St San Francisco CA 94102
80 MHP RETAIL CENTERS LLC 1856 Hendersonville Rd Asheville NC 28803
81 KIR SMOKETOWN STATION LP Prince William Parkway & Worth Avenue Woodbridge VA 22192
- -----------------------------------------------------------------------------------------------------------------------------------
82 749 SCOTLAND REALTY LLC 749 Scotland Rd Orange NJ 07050
83 SOUTHBURY 84 ASSOCIATES LP 775 Main St South Southbury CT 06488
84 EAPB SOUTHWOOD LLC ET AL 22201-40 Palos Verdes Blvd Torrance CA 90505
85 SPRING OAKS RETAIL CENTER LP 4800 Spring Mountain Rd Las Vegas NV 89102
86 W/S CARDINAL UNIV. - MA TRUST 625 University Ave Norwood MA 02062
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Mortgage Loan Schedule
Stated
Orig. Rem. Orig.
Term to Term to Mat. Am. Rem.
Mtge. Net Mtge. Original Cut-off Date Mat. or Mat. or Date or Term Am.
ID Rate Rate Balance Balance ADP ADP(mo.) ADP (mo.) Term
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
43a 16,453,247 16,386,582
43b 6,061,722 6,037,162
43c 2,401,072 2,391,343
43d 6,848,959 6,821,209
- ------------------------------------------------------------------------------------------------------------------------------------
44 6.740% 6.65925% 11,000,000 10,983,026 120 118 09/10/08 360 358
45 7.625% 7.54425% 5,040,000 5,028,987 128 117 08/01/08 360 349
46 7.375% 7.29425% 4,100,000 4,084,208 60 55 06/01/03 360 355
47 8.126% 8.04525% 6,280,000 6,250,659 120 104 07/01/07 360 344
48 8.317% 8.23625% 9,750,000 9,700,644 120 115 06/01/08 300 295
- ------------------------------------------------------------------------------------------------------------------------------------
49 7.500% 7.41925% 4,180,000 4,180,000 120 120 11/10/08 300 300
50 6.600% 6.51925% 13,425,000 13,425,000 120 120 11/10/08 360 360
51 7.313% 7.23175% 35,000,000 34,801,764 120 115 06/10/08 300 295
52 7.000% 6.91925% 4,100,000 4,094,056 120 118 09/10/08 360 358
52a 2,560,000 2,556,288
52b 1,540,000 1,537,767
- ------------------------------------------------------------------------------------------------------------------------------------
53 6.900% 6.81925% 18,200,000 18,172,967 120 118 09/10/08 360 358
54 6.900% 6.81925% 4,650,000 4,637,013 120 116 07/10/08 360 356
55 6.900% 6.81925% 4,000,000 3,994,059 120 118 09/10/08 360 358
56 6.875% 6.79425% 8,000,000 7,972,884 120 116 07/10/08 360 356
- ------------------------------------------------------------------------------------------------------------------------------------
57 6.625% 6.54425% 5,000,000 5,000,000 180 180 11/10/13 180 18
58 6.438% 6.35725% 2,700,000 2,700,000 240 240 11/10/18 240 240
59 6.750% 6.66925% 13,007,000 12,997,386 120 119 10/10/08 360 359
59a 7,881,089 7,875,263
59b 2,627,030 2,625,088
59c 2,498,882 2,497,035
- ------------------------------------------------------------------------------------------------------------------------------------
60 7.375% 7.29425% 11,362,500 11,300,851 64 54 05/01/03 360 350
61 7.020% 6.93925% 4,250,000 4,247,359 120 119 10/10/08 360 359
62 7.000% 6.91925% 1,760,000 1,757,448 120 118 09/10/08 360 358
63 6.940% 6.85925% 8,185,000 8,164,515 120 117 08/10/08 360 357
- ------------------------------------------------------------------------------------------------------------------------------------
64 6.950% 6.86925% 4,400,000 4,390,717 120 117 08/10/08 360 357
65 7.000% 6.91925% 3,140,000 3,135,447 120 118 09/10/08 360 358
66 6.750% 6.66925% 19,000,000 18,979,164 120 119 10/10/08 300 299
67 7.000% 6.91925% 1,840,000 1,837,332 120 118 09/10/08 360 358
68 7.776% 7.69525% 3,864,000 3,855,572 120 116 07/10/08 360 356
- ------------------------------------------------------------------------------------------------------------------------------------
69 7.550% 7.46925% 4,425,000 4,402,471 120 115 06/10/08 300 295
70 7.500% 7.41925% 3,600,000 3,568,185 240 235 06/10/18 240 235
71 6.625% 6.54425% 12,750,000 12,729,784 120 118 09/10/08 360 358
72 6.600% 6.51925% 6,800,000 6,800,000 120 120 11/10/08 360 360
- ------------------------------------------------------------------------------------------------------------------------------------
73 7.050% 6.96925% 1,743,424 1,726,811 238 233 04/10/18 238 233
74 6.875% 6.79425% 2,000,000 1,997,012 120 118 09/10/08 360 358
75 7.000% 6.91925% 2,600,000 2,589,073 120 114 05/10/08 360 354
76 6.300% 6.25425% 41,880,169 41,845,624 180 179 10/10/13 360 359
- ------------------------------------------------------------------------------------------------------------------------------------
77 6.750% 6.70425% 56,650,000 56,650,000 120 120 11/10/08 300 300
77a 17,058,971 17,058,971
77b 18,480,552 18,480,552
77c 21,110,477 21,110,477
- ------------------------------------------------------------------------------------------------------------------------------------
78 7.063% 6.98175% $16,000,000 $15,967,219 120 117 08/10/08 360 357
79 8.500% 8.41925% 33,500,000 32,988,210 120 105 08/01/07 300 285
80 7.660% 7.57925% 4,315,000 4,305,258 120 116 07/10/08 360 356
81 6.590% 6.54425% 41,000,000 41,000,000 120 120 11/10/08 360 360
- ------------------------------------------------------------------------------------------------------------------------------------
82 7.250% 7.16925% 4,400,000 4,385,310 120 115 06/10/08 360 355
83 7.752% 7.67125% 19,500,000 19,458,461 130 117 08/01/08 360 347
84 6.875% 6.79425% 3,600,000 3,589,878 120 116 07/10/08 360 356
85 7.195% 7.11425% 8,300,000 8,283,580 120 117 08/10/08 360 357
86 7.625% 7.54425% 10,000,000 9,920,286 300 293 04/01/23 300 293
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Mortgage Loan Schedule
Cut-
off
Date Applic. Interest Revised Int.
1st Payment Appraised LTV Service Fee Accrual Mtg. Reserve
ID after Cut-off Value Ratio DSCR Rate Basis Rate Loan
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
43a 20,900,000 1.32
43b 7,700,000 1.32
43c 3,050,000 1.32
43d 8,700,000 1.32
- ---------------------------------------------------------------------------------------------------------------
44 $71,273 14,000,000 78% 1.29 0.08075% ACT/360 Yes
45 $35,673 6,300,000 80% 1.37 0.08075% 30/360
46 $28,318 5,700,000 72% 1.33 0.08075% 30/360
47 $46,633 7,850,000 80% 1.27 0.08075% 30/360
48 $77,311 13,000,000 75% 1.20 0.08075% 30/360
- ---------------------------------------------------------------------------------------------------------------
49 $30,890 6,800,000 61% 1.51 0.08075% ACT/360
50 $85,740 16,800,000 80% 1.47 0.08075% ACT/360 T+200(1) Yes
51 $256,694 54,200,000 64% 1.54 0.08075% ACT/360 9.313%
52 $27,277 5,125,000 80% 1.37 0.08075% ACT/360
52a 3,200,000 1.37
52b 1,925,000 1.37
- ---------------------------------------------------------------------------------------------------------------
53 $119,865 23,650,000 77% 1.39 0.08075% ACT/360 Yes
54 $30,625 6,200,000 75% 1.40 0.08075% ACT/360 Yes
55 $26,344 5,300,000 75% 1.36 0.08075% ACT/360 Yes
56 $52,554 11,000,000 72% 1.43 0.08075% 30/360
- ---------------------------------------------------------------------------------------------------------------
57 $44,163 8,300,000 60% 1.53 0.08075% ACT/360 Yes
58 $20,179 3,760,000 72% 1.44 0.08075% ACT/360 Yes
59 $85,218 20,300,000 64% 1.47 0.08075% ACT/360 T+200(1) Yes
59a 12,300,000 1.47
59b 4,100,000 1.47
59c 3,900,000 1.47
- ---------------------------------------------------------------------------------------------------------------
60 $78,478 15,150,000 75% 1.24 0.08075% 30/360
61 $28,332 5,400,000 79% 1.45 0.08075% ACT/360 T+200(1)
62 $11,709 2,200,000 80% 1.41 0.08075% ACT/360
63 $54,126 11,000,000 74% 1.43 0.08075% 30/360 T+200(1)
- ---------------------------------------------------------------------------------------------------------------
64 $29,126 6,000,000 73% 1.47 0.08075% ACT/360
65 $20,891 3,950,000 79% 1.38 0.08075% ACT/360
66 $131,273 26,200,000 72% 1.78 0.08075% ACT/360 Yes
67 $12,242 2,300,000 80% 1.43 0.08075% ACT/360
68 $27,752 4,830,000 80% 1.32 0.08075% ACT/360
- ---------------------------------------------------------------------------------------------------------------
69 $32,844 6,000,000 73% 1.59 0.08075% ACT/360
70 $29,231 7,010,000 51% 1.27 0.08075% ACT/360
71 $81,640 16,500,000 77% 1.39 0.08075% ACT/360 Yes
72 $43,429 9,200,000 74% 1.43 0.08075% ACT/360 T+200(1) Yes
- ---------------------------------------------------------------------------------------------------------------
73 $13,730 1,850,000 93% 1.01 0.08075% ACT/360
74 $13,139 2,500,000 80% 1.60 0.08075% ACT/360 Yes
75 $17,298 4,100,000 63% 1.73 0.08075% ACT/360
76 $261,745 155,000,000 27% 3.38 0.04575% ACT/360 T+200(1) Yes
- ---------------------------------------------------------------------------------------------------------------
77 $394,896 79,700,000 71% 1.54 0.04575% ACT/360 T+200(1) Yes
77a 24,000,000 1.54
77b 26,000,000 1.54
77c 29,700,000 1.54
- ---------------------------------------------------------------------------------------------------------------
78 $107,121 $20,700,000 77% 1.37 0.08075% ACT/360
79 $269,751 52,000,000 63% 2.03 0.08075% 30/360
80 $30,645 5,396,000 80% 1.33 0.08075% ACT/360
81 $261,579 56,000,000 73% 1.42 0.04575% ACT/360 T+200(1) Yes
- ---------------------------------------------------------------------------------------------------------------
82 $30,016 5,500,000 80% 1.36 0.08075% ACT/360
83 $139,727 25,000,000 78% 1.41 0.08075% 30/360
84 $23,649 7,500,000 48% 2.08 0.08075% ACT/360 Yes
85 $56,311 10,690,000 77% 1.33 0.08075% ACT/360
86 $74,714 11,200,000 89% 1.14 0.08075% 30/360
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Mortgage Loan Schedule
Zip
ID Mortgagor's Name Address City State Code
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
87 PRINCETON LLC 7807-7865 Sudley Rd Manassas VA 22110
88 226 LANDIS AVENUE ASSOC. LLC 226 Landis Ave Vineland NJ 08360
89 BUCHANAN & ASSOCIATES III 65-69 Raymond/ 53-55 E Union Pasadena CA 91103
90 AMELIA-PIERCE LTD 72 Amelia-Olive Branch Rd & 68 Amelia OH 45102
Lawson Dr.
91 FREMONT MORENO-THIRD STREET 1241-1249 Third St Promenade Santa Monica CA 90401
92 ROUSE-TTC FUNDING LLC 825 Dulaney Valley Rd Towson MD 21204
- -----------------------------------------------------------------------------------------------------------------------------------
93 FC TRELLIS ASSOCIATES LP 308 Charles St Newport News VA 23608
94 VINTAGE KOLO '84 16980 Valley Blvd Fontana CA 91328
95 SHAMROCK ADVENTURE XXI LTD 8635 S. Braeswood Blvd Houston TX 77031
96 PRINCETON JUNCTION ASSOC. LLC 14 Washington Rd W Windsor Twnshp NJ 08550
97 KIR GREENSBORO LP 4212-16 W. Wendover Rd Greensboro NC 27407
98 WHITEHALL ASSOCIATES LP 1975 Courtland Dr Kent OH 44240
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Mortgage Loan Schedule
Stated
Orig. Rem. Orig.
Term to Term to Mat. Am. Rem.
Mtge. Net Mtge. Original Cut-off Date Mat. or Mat. or Date or Term Am.
ID Rate Rate Balance Balance ADP ADP(mo.) ADP (mo.) Term
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
87 6.600% 6.51925% 6,100,000 6,095,710 120 119 10/10/08 360 359
88 6.500% 6.41925% 6,000,000 5,993,071 120 119 10/10/08 300 299
89 7.200% 7.11925% 5,500,000 5,489,134 120 117 08/10/08 360 357
90 6.875% 6.79425% 5,150,000 5,138,922 120 117 08/10/08 360 357
91 7.125% 7.04425% 3,250,000 3,239,423 120 117 08/10/08 300 297
92 6.750% 6.70425% 140,000,000 140,000,000 120 120 11/10/08 300 300
- ------------------------------------------------------------------------------------------------------------------------------------
93 6.980% 6.89925% 4,360,000 4,334,442 120 113 04/10/08 360 353
94 7.000% 6.91925% 2,025,000 2,020,379 120 118 09/10/08 300 298
95 7.000% 6.91925% 2,675,000 2,649,801 240 235 06/10/18 240 235
96 7.000% 6.91925% 7,400,000 7,384,589 120 117 08/10/08 360 357
97 6.600% 6.51925% 4,050,000 4,050,000 120 120 11/10/08 360 360
98 7.315% 7.23425% 4,963,000 4,915,568 120 108 11/01/07 360 348
- ------------------------------------------------------------------------------------------------------------------------------------
$1,268,136,183
<CAPTION>
Mortgage Loan Schedule
Cut-
off
Date Applic. Interest Revised Int.
1st Payment Appraised LTV Service Fee Accrual Mtg. Reserve
ID after Cut-off Value Ratio DSCR Rate Basis Rate Loan
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
87 $38,958 8,200,000 74% 1.71 0.08075% ACT/360 Yes
88 $40,512 7,900,000 76% 1.36 0.08075% ACT/360 Yes
89 $37,333 7,240,000 76% 1.36 0.08075% ACT/360
90 $33,832 6,660,000 77% 1.29 0.08075% ACT/360 Yes
91 $23,230 5,000,000 65% 1.48 0.08075% ACT/360
92 $787,500 222,000,000 63% 1.47 0.04575% ACT/360 T+200(1) Yes
- ---------------------------------------------------------------------------------------------------------------
93 $28,949 5,700,000 76% 1.37 0.08075% 30/360
94 $14,312 2,700,000 75% 1.36 0.08075% ACT/360
95 $20,896 3,400,000 78% 1.17 0.08075% ACT/360
96 $49,232 10,000,000 74% 1.32 0.08075% ACT/360
97 $25,866 5,400,000 75% 1.69 0.08075% ACT/360 T+200(1) Yes
98 $34,075 6,700,000 73% 1.63 0.08075% 30/360
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
Footnote
- --------------------------------------------------------------------------------
(1) The interest rate will increase by 2% plus the greater of (i) the original
interest rate or (ii) a base (as defined in each individual Mortgage Note)
in effect upon the Anticipated Prepayment Date.
<PAGE>
EXHIBIT C
FORM OF INVESTMENT REPRESENTATION LETTER
The Chase Manhattan Bank,
as Certificate Registrar
450 West 33rd Street
Structured Finance Services (MBS)
15th Floor
New York, New York 10001
Attention:
Chase Commercial Mortgage Securities Corp.
270 Park Avenue, 7th Floor
New York, New York 10017
Attention:
Re: Transfer of Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 1998-2
------------------------------------------------------------------
Ladies and Gentlemen:
This letter is delivered pursuant to Section 5.02 of the
Pooling and Servicing Agreement dated as of November 10, 1998 (the "Pooling and
Servicing Agreement"), by and among Chase Commercial Mortgage Securities Corp.,
as Depositor, GMAC Commercial Mortgage Corporation, as Servicer, GMAC Commercial
Mortgage Corporation, as Special Servicer and State Street Bank and Trust
Company, as Trustee on behalf of the holders of Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-2
(the "Certificates") in connection with the transfer by _________________ (the
"Seller") to the undersigned (the "Purchaser") of $_______________ aggregate
Certificate Balance of Class ___ Certificates (the "Certificate"). Capitalized
terms used and not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.
In connection with such transfer, the Purchaser hereby
represents and warrants to you and the addressees hereof as follows:
1. Check one of the following:*
- ----------
* Purchaser must include one of the following two certifications.
<PAGE>
/ / The Purchaser is an institutional "accredited
investor" (an entity meeting the requirements of Rule
501(a)(1), (2), (3) or (7) of Regulation D under the
Securities Act of 1933, as amended (the "1933 Act"))
and has such knowledge and experience in financial
and business matters as to be capable of evaluating
the merits and risks of its investment in the
Certificates, and the Purchaser and any accounts for
which it is acting are each able to bear the economic
risk of the Purchaser's or such account's investment.
The Purchaser is acquiring the Certificates purchased
by it for its own account or for one or more accounts
(each of which is an "institutional accredited
investor") as to each of which the Purchaser
exercises sole investment discretion. The Purchaser
hereby undertakes to reimburse the Trust Fund for any
costs incurred by it in connection with this
transfer.
/ / The Purchaser is a "qualified institutional buyer"
within the meaning of Rule 144A ("Rule 144A")
promulgated under the Securities Act of 1933, as
amended (the "1933 Act") The Purchaser is aware that
the transfer is being made in reliance on Rule 144A,
and the Purchaser has had the opportunity to obtain
the information required to be provided pursuant to
paragraph (d)(4)(i) of Rule 144A.
2. The Purchaser's intention is to acquire the Certificate (a)
for investment for the Purchaser's own account or (b) for resale to (i)
"qualified institutional buyers" in transactions under Rule 144A, and not in any
event with the view to, or for resale in connection with, any distribution
thereof or (ii) to institutional "accredited investors" meeting the requirements
of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the 1933
Act, pursuant to any other exemption from the registration requirements of the
1933 Act, subject in the case of this clause (ii) to (w) the receipt by the
Certificate Registrar of a letter substantially in the form hereof, (x) the
receipt by the Certificate Registrar of an opinion of counsel acceptable to the
Certificate Registrar that such reoffer, resale, pledge or transfer is in
compliance with the 1933 Act, (y) the receipt by the Certificate Registrar of
such other evidence acceptable to the Certificate Registrar that such reoffer,
resale, pledge or transfer is in compliance with the 1933 Act and other
applicable laws and (z) a written undertaking to reimburse the Trust for any
costs incurred by it in connection with the proposed transfer. The Purchaser
understands that the Certificate (and any subsequent Certificate) has not been
registered under the 1933 Act, by reason of a specified exemption from the
registration provisions of the 1933 Act which depends upon, among other things,
the bona fide nature of the Purchaser's investment intent (or intent to resell
to only certain investors in certain exempted transactions) as expressed herein.
3. The Purchaser has reviewed the Private Placement Memorandum
relating to the Certificates (the "Private Placement Memorandum") and the
agreements and other materials referred to therein and has had the opportunity
to ask questions and receive answers concerning the terms and conditions of the
transactions contemplated by the Private Placement Memorandum.
<PAGE>
4. The Purchaser acknowledges that the Certificate (and any
Certificate issued on transfer or exchange thereof) has not been registered or
qualified under the 1933 Act or the securities laws of any State or any other
jurisdiction, and that the Certificate cannot be resold unless it is registered
or qualified thereunder or unless an exemption from such registration or
qualification is available.
5. The Purchaser hereby undertakes to be bound by the terms
and conditions of the Pooling and Servicing Agreement in its capacity as an
owner of a Certificate or Certificates, as the case may be (each, a
"Certificateholder"), in all respects as if it were a signatory thereto. This
undertaking is made for the benefit of the Trust, the Certificate Registrar and
all Certificateholders present and future.
6. The Purchaser will not sell or otherwise transfer any
portion of the Certificate or Certificates, except in compliance with Section
5.02 of the Pooling and Servicing Agreement.
7. Check one of the following:(*)
/ / The Purchaser is a U.S. Person (as defined below) and
it has attached hereto an Internal Revenue Service
("IRS") Form W-9 (or successor form).
/ / The Purchaser is not a U.S. Person and under
applicable law in effect on the date hereof, no taxes
will be required to be withheld by the Trustee (or
its agent) with respect to distributions to be made
on the Certificate. The Purchaser has attached hereto
either (i) a duly executed IRS Form W-8 (or successor
form), which identifies such Purchaser as the
beneficial owner of the Certificate and states that
such Purchaser is not a U.S. Person or (ii) two duly
executed copies of IRS Form 4224 (or successor form),
which identify such Purchaser as the beneficial owner
of the Certificate and state that interest and
original issue discount on the Certificate and
Permitted Investments is, or is expected to be,
effectively connected with a U.S. trade or business.
The Purchaser agrees to provide to the Certificate
Registrar updated IRS Forms W-8 or IRS Forms 4224, as
the case may be, any applicable successor IRS forms,
or such other certifications as the Certificate
Registrar may reasonably request, on or before the
date that any such IRS form or certification expires
or becomes obsolete, or promptly after the occurrence
of any event requiring a change in the most recent
IRS form of certification furnished by it to the
Certificate Registrar.
For this purpose, "U.S. Person" means a citizen or resident of the United States
for U.S. federal income tax purposes, a corporation, partnership (except to the
extent provided in
___________________
(*) Each Purchaser must include one of the two alternative certifications.
<PAGE>
applicable Treasury regulations) or other entity created or organized in or
under the laws of the United States or any of its political subdivisions, an
estate the income of which is subject to U.S. federal income taxation regardless
of its source or a trust if 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, to the extent provided in applicable Treasury
regulations, certain trusts in existence on August 20, 1996 which were eligible
to elect to be treated as U.S. persons).
8. Please make all payments due on the Certificates:(**)
/ / (a) by wire transfer to the following account at
a bank or entity in New York, New York,
having appropriate facilities therefor:
Bank: ______________________________
ABA#: ______________________________
Account #: ______________________________
Attention: ______________________________
/ / (b) by mailing a check or draft to the following
address:
Very truly yours,
---------------------------------
[The Purchaser]
By: __________________________
Name:
Title:
Dated:
_________________________
(**) Only to be filled out by Purchasers of Definitive Certificates. Please
select (a) or (b). For holders of Definitive Certificates, wire transfers are
only available if such holders's Definitive Certificates have an aggregate
Certificate Balance or Notional Amount, as applicable, of at least $5,000,000.
<PAGE>
EXHIBIT D-1
FORM OF TRANSFER AFFIDAVIT
AFFIDAVIT PURSUANT TO SECTION
860E(e)(4) OF THE INTERNAL
REVENUE CODE OF 1986, AS
AMENDED
STATE OF )
) ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That [he] [she] is [Title of Officer] of [Name of
Transferee] (the "Transferee"), a [description of type of entity] duly organized
and existing under the laws of the [State of __________] [United States], on
behalf of which he makes this affidavit.
2. That the Transferee's Taxpayer Identification Number is [
].
3. That the Transferee of a Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificate, Series 1998-2,
Class [R] [LR] Certificate (the "Class [R] [LR] Certificate") is not a
Disqualified Organization (as defined below) or an agent thereof (including
nominee, middleman or other similar person) (an "Agent"), an ERISA Prohibited
Holder or a Non-U.S. Person (as defined below). For these purposes, a
"Disqualified Organization" means any of (i) the United States, any State or
political subdivision thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, majority
of its board of directors is not selected by such governmental unit), (ii) a
foreign government, any international organization, or any agency or
instrumentality of any of the foregoing, (iii) any organization (other than
certain farmers' cooperatives described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed
by Section 511 of the Code on unrelated business taxable income), (iv) rural
electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code and (v) any other Person so designated by the Servicer based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause either the Upper-Tier REMIC or the
Lower-Tier REMIC to fail to qualify as a REMIC or any Person having an Ownership
Interest in any Class of Certificates (other than such Person) to incur a
liability for any federal tax imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest in a Residual Certificate
to such Person. The terms "United States", "State" and "international
organization" shall have the meanings set forth in Section 7701 of the Code or
successor provisions. For these purposes, "ERISA Prohibited Holder" means an
employee benefit plan subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended
<PAGE>
("ERISA") or section 4975 of the Code or any governmental plan (as defined in
Section 3(32) of ERISA) subject to any federal, state or local law which is, to
a material extent, similar to the foregoing provisions of ERISA or the Code
(each, a "Plan") or a person acting on behalf of or investing the assets of such
a Plan. For these purposes, "Non-U.S. Person" means any person other than a U.S.
Person, unless, with respect to the Transfer of a Residual Certificate, (i) such
person holds such Residual Certificate in connection with the conduct of a trade
or business within the United States and furnishes the Transferor and the
Certificate Registrar with an effective Internal Revenue Service Form 4224 or
(ii) the Transferee delivers to both the Transferor and the Certificate
Registrar an opinion of a nationally recognized tax counsel to the effect that
such Transfer is in accordance with the requirements of the Code and the
regulations promulgated thereunder and that such Transfer of the Residual
Certificate will not be disregarded for federal income tax purposes.
4. That the Transferee historically has paid its debts as they
have come due and intends to pay its debts as they come due in the future and
the Transferee intends to pay taxes associated with holding the Class [R] [LR]
Certificate as they become due.
5. That the Transferee understands that it may incur tax
liabilities with respect to the Class [R] [LR] Certificate in excess of any cash
flow generated by the Class [R] [LR] Certificate.
6. That the Transferee agrees not to transfer the Class [R]
[LR] Certificate to any Person or entity unless (a) the Transferee has received
from such Person or entity an affidavit substantially in the form of this
Transfer Affidavit and (b) the Transferee provides to the Certificate Registrar
a letter substantially in the form of Exhibit D-2 to the Pooling and Servicing
Agreement certifying that it has no actual knowledge that such Person or entity
is a Disqualified Organization or an Agent thereof, an ERISA Prohibited Holder
or a Non-U.S. Person and that it has no reason to know that such Person or
entity does not satisfy the requirements set forth in paragraph 4 hereof.
7. That the Transferee agrees to such amendments of the
Pooling and Servicing Agreement dated as of November 10, 1998 among Chase
Commercial Mortgage Securities Corp., as Depositor, GMAC Commercial Mortgage
Corporation, as Servicer, GMAC Commercial Mortgage Corporation, as Special
Servicer, and State Street Bank and Trust Company, as Trustee (the "Pooling and
Servicing Agreement"), as may be required to further effectuate the restrictions
on transfer of the Class [R] [LR] Certificate to such a Disqualified
Organization or an Agent thereof, an ERISA Prohibited Holder or a Non-U.S.
Person. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.
8. That, if a "tax matters person" is required to be
designated with respect to the [Upper-Tier REMIC] [Lower-Tier REMIC], the
Transferee agrees to act as "tax matters person" and to perform the functions of
"tax matters person" of the [Upper-Tier REMIC] [Lower-Tier REMIC] pursuant to
Section 10.01(c) of the Pooling and Servicing Agreement, and agrees to the
irrevocable designation of the Servicer as the Transferee's agent in performing
the function of "tax matters person."
9. The Transferee has reviewed, and agrees to be bound by and
to abide by, the provisions of Section 5.02(d) of the Pooling and Servicing
Agreement concerning registration of the transfer and exchange of Class [R] [LR]
Certificates.
IN WITNESS WHEREOF, the Transferee has caused this instrument
to be executed on its behalf, by its [Title of Officer] this _____ day of
__________, 19__.
[NAME OF TRANSFEREE]
By:__________________________
[Name of Officer]
[Title of Officer]
<PAGE>
Personally appeared before me the above-named [Name of
Officer], known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Transferee, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the
free act and deed of the Transferee.
Subscribed and sworn before me this ___ day of _____, 19__.
_______________________________
NOTARY PUBLIC
COUNTY OF_______________________________
STATE OF_______________________________
My commission expires the ___ day of __________, 19__.
<PAGE>
EXHIBIT D-2
FORM OF TRANSFEROR LETTER
[Date]
The Chase Manhattan Bank,
as Certificate Registrar
450 West 33rd Street
Structured Finance Services (MBS)
New York, NY 10001
Attention:
Re: Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 1998-2
------------------------------------------------------
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of
[Transferee], and has no actual knowledge that such affidavit is not true and
has no reason to know that the requirements set forth in paragraphs 3 and 4
thereof are not satisfied or that the information contained in paragraphs 3 and
4 thereof is not true.
Very truly yours,
[Transferor]
-----------------
<PAGE>
EXHIBIT E
(INTENTIONALLY DELETED)
<PAGE>
EXHIBIT F
REQUEST FOR RELEASE
__________[Date]
[TRUSTEE]
Re: Chase Commercial Mortgage Securities Corp.
Commercial Mortgage Pass-Through Certificates, Series 1998-2,
REQUEST FOR RELEASE
-------------------------------------------------------------
Dear _______________________,
In connection with the administration of the Mortgage Files
held by or on behalf of you as Trustee under a certain Pooling and Servicing
Agreement dated as of November 10, 1998 (the "Pooling and Servicing Agreement"),
by and among Chase Commercial Mortgage Securities Corp., as depositor, [the
undersigned, as servicer ("the Servicer"), GMAC Commercial Mortgage Corporation,
as special servicer,] [GMAC Commercial Mortgage Corporation, as servicer, the
undersigned, as special servicer (the "Special Servicer"),] and you, as trustee,
the undersigned hereby requests a release of the Mortgage File (or the portion
thereof specified below) held by or on behalf of you as Trustee with respect to
the following described Mortgage Loan for the reason indicated below.
Mortgagor's Name:
Address:
Loan No.:
If only particular documents in the Mortgage File are requested, please specify
which:
Reason for requesting file (or portion thereof):
______ 1. Mortgage Loan paid in full. The [Servicer]
[Special Servicer] hereby certifies that all
amounts received in connection with the
Mortgage Loan have been or will be credited
to the Certificate Account pursuant to the
Pooling and Servicing Agreement.
______ 2. The Mortgage Loan is being foreclosed.
______ 3. Other. (Describe)
<PAGE>
The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten (10) days of our receipt thereof, unless the
Mortgage Loan has been paid in full, in which case the Mortgage File (or such
portion thereof) will be retained by us permanently, or unless the Mortgage Loan
is being foreclosed, in which case the Mortgage File (or such portion thereof)
will be returned when no longer required by us for such purpose.
Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.
[SERVICER][SPECIAL SERVICER]
By:______________________________________
Name: ______________________________
Title:______________________________
<PAGE>
EXHIBIT G
FORM OF ERISA REPRESENTATION LETTER
The Chase Manhattan Bank,
as Certificate Registrar
450 West 33rd Street
Structured Finance Services (MBS)
15th Floor
New York, New York 10001
Attention:
Chase Commercial Mortgage Securities Corp.
270 Park Avenue, 7th Floor
New York, New York 10017
Attention:
Re: Transfer of Chase Commercial Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 1998-2
------------------------------------------------------------
Ladies and Gentlemen:
The undersigned (the "Purchaser") proposes to purchase
$____________ initial Certificate Balance of Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-2,
Class __ (the "Certificate") issued pursuant to that certain Pooling and
Servicing Agreement, dated as of November 10, 1998 (the "Pooling and Servicing
Agreement"), by and among Chase Commercial Mortgage Securities Corp., as
depositor (the "Depositor"), GMAC Commercial Mortgage Corporation as servicer
(the "Servicer"), GMAC Commercial Mortgage Corporation, as special servicer (the
"Special Servicer") and State Street Bank and Trust Company, as trustee (the
"Trustee"). Capitalized terms used and not otherwise defined herein have the
respective meanings ascribed to such terms in the Pooling and Servicing
Agreement.
In connection with such transfer, the undersigned hereby
represents and warrants to you as follows:
1. The Purchaser is not (a) an employee benefit plan subject
to the fiduciary responsibility provisions 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 a governmental plan (as
defined in Section 3(32) of ERISA) subject to any federal, state or local law
("Similar Law") which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (each a "Plan") or (b) a person acting on behalf
of or using the assets of any such Plan (including an entity whose underlying
assets include Plan assets by
<PAGE>
reason of investment in the entity by such Plan and the application of
Department of Labor Regulation ss. 2510.3-101), other than an insurance company
using the assets of its general account under circumstances whereby the purchase
and holding of Offered Private Certificates by such insurance company would be
exempt from the prohibited transaction provisions of ERISA and the Code under
Prohibited Transaction Class Exemption 95-60.
2. The Purchaser understands that if the Purchaser is a Person
referred to in 1(a) or (b) above, such Purchaser is required to provide to the
Certificate Registrar an opinion of counsel in form and substance satisfactory
to the Certificate Registrar and the Depositor to the effect that the
acquisition and holding of such Certificate by such purchaser or transferee will
not result in the assets of the Trust Fund being deemed to be "plan assets" and
subject to the fiduciary responsibility provisions of ERISA, the prohibited
transaction provisions of the Code or the provisions of any Similar Law,
(without regard to the identity or nature of the other Holders of Certificates
of any Class) will not constitute or result in a "prohibited transaction" within
the meaning of ERISA, Section 4975 of the Code or any similar law, and will not
subject the Trustee, the Certificate Registrar, the Servicer, the Special
Servicer, the Placement Agents or the Depositor to any obligation or liability
(including obligations or liabilities under ERISA, Section 4975 of the Code or
any such Similar Law) in addition to those set forth in the Pooling and
Servicing Agreement, which Opinion of Counsel shall not be at the expense of the
Depositor, the Servicer, the Special Servicer, the Trustee, the Paying Agent,
the Placement Agents, the Certificate Registrar or the Trust Fund.
IN WITNESS WHEREOF, the Purchaser hereby executes this ERISA
Representation Letter on the ___th day of _____, ____.
Very truly yours,
---------------------------------
[The Purchaser]
By: __________________________
Name:
Title:
<PAGE>
EXHIBIT H
FORM OF STATEMENT TO CERTIFICATEHOLDERS
- --------------------------------------------------------------------------------
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH
SERIES 1998-2
STATEMENT TO CERTIFICATEHOLDERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
DIST DATE: PAGE # 1
RECORD DATE:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Original Beginning Principle Interest Prepayment Collateral Support Total Ending
Class Cusip # Certificate Certificate Distribu Distribu Penalties Deficit Distribution Certificate
Balance Balance -tion -tion (PP/YMC) Allocation (Reimb) Balance
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- --------------------------------------------------------------------------------------------
Original Beginning Interest Prepayment Total Ending
Class Cusip # Notional Notional Distribution Penalties Distribution Notional
Amount Amount (PP/YMC) Balance
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
Factor Information Per $1,000
- --------------------------------------------------------------------------------
Principal Interest End Prin Pass Through
Class Cusip # Distribution Distribution Balance Rate
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Factor Information Per $1,000 Pass Through Rates
- --------------------------------------------------------------------------------
Interest Ending Notional Current Pass Next Pass
Class Cusip # Distribution Balance Through Rate Through Rate
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
If there are any questions or comments, please contact the Administrator listed
below
--------------------------------
Caroline Lonergan
The Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, New York 10001
(212) 946-3674
--------------------------------
[LOGO] CHASE GMAC COMMERCIAL MORTGAGE CORPORATION
SERVICER
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH
SERIES 1998-2
STATEMENT TO CERTIFICATEHOLDERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
DIST DATE: PAGE # 2
RECORD DATE:
Sec 4.02(a)(iii) P & I Advances
Sec 4.02(a) (iv) Servicing Compensation
Sec 4.02(a)(iv) Trustee Compensation
Sec 4.02(a)(iv) Special Servicing Compensation
Sec 4.02(a)(v) Aggregate Stated Principal Balance
----------------------------------------------------------
Beginning Balance Ending Balance
----------------------------------------------------------
Mortgage Loans
Reo Loans Outstanding
----------------------------------------------------------
Sec 4.02(a)(vii) Aggregate Number of Mortgage Loans
Aggregate Mortgage Principal Balance
Weighted Average Remaining Term to Maturity
Weighted Average Mortgage Rate
Sec 4.02(a)(vii) Loans Delinquent
---------------------------------------------------------
Period Number Aggregated Principal Balance
---------------------------------------------------------
1 Month
2 Months
3 Months or more
In Foreclosure
---------------------------------------------------------
Sec 4.02(a)(viii) Appraisal Value of REO Property
Sec 4.02(a)(ix) Available Distribution Amount
Sec 4002(a)(x) Accrued Certificate Interest
------------------------------------------------------
Class Accrued Cert Interest Cert Deferred Interest
------------------------------------------------------
------------------------------------------------------
Sec 4.02(a)(xiii) Scheduled Principal distribution Amount
Sec 4.02(a)(xiii) Unscheduled Principal Distribution Amount
Sec 4.02(a)(xvi) Appraisal Reduction Amounts
---------------------------------------------------------
Appraisal Reductions Appraisal Reductions
Loan Number Effected Amounts
---------------------------------------------------------
---------------------------------------------------------
Sec 4.02(a)(xvii) Number of Loans Extended or Modified
Sec 4.02(a)(xvii) Stated Principal Balance of Mortgage Loans Extended or
Modified
Sec 4.02(a)(xviii) Class Unpaid Interest Shortfall
-------------------------------------------------------------
Current Cumulative
Class Unpaid Interest Shortfall Unpaid Interest Shortfall
-------------------------------------------------------------
-------------------------------------------------------------
Sec 4.02(a)(xx) Distribution to Residual Certificates
[LOGO] CHASE GMAC COMMERCIAL MORTGAGE CORPORATION
SERVICER
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH
SERIES 1998-2
STATEMENT TO CERTIFICATEHOLDERS
- --------------------------------------------------------------------------------
DIST DATE: Distribution of Mortgage Loan Characteristics PAGE # 3
RECORD DATE:
Stratification By Current Loan Balance
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Weighted Average
# of % of Agg ----------------------
Current Scheduled Principal Balance Loans Principal Balance Prin Balance WAM Note rate DSCR
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------
TOTALS
- -------------------------------------------------------------------------------------------------------
Average Principal Balance
<CAPTION>
Stratification By Mortgage Loan Current Note Rate
- -------------------------------------------------------------------------------------
Weighted Average
# of % of Agg ----------------------
Current Note Rate Loans Principal Balance Prin Balance WAM Note rate DSCR
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------
TOTALS
- -------------------------------------------------------------------------------------
<CAPTION>
Stratification By Remaining Stated Term (Balloon Loans Only)
- -----------------------------------------------------------------------------------------
Weighted Average
# of % of Agg ----------------------
Remaining Stated Term Loans Principal Balance Prin Balance WAM Note rate DSCR
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------
TOTALS
- -----------------------------------------------------------------------------------------
<CAPTION>
Stratification By Remaining Stated Term (Fully Amortizing Loans Only)
- -----------------------------------------------------------------------------------------
Weighted Average
# of % of Agg -----------------------
Remaining Stated Term Loans Principal Balance Prin Balance WAM Note rate DSCR
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------
TOTALS
- -----------------------------------------------------------------------------------------
</TABLE>
[LOGO] CHASE GMAC COMMERCIAL MORTGAGE CORPORATION
SERVICER
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH
SERIES 1998-2
STATEMENT TO CERTIFICATEHOLDERS
- --------------------------------------------------------------------------------
DIST DATE: Distribution of Mortgage Loan Characteristics PAGE # 4
RECORD DATE:
Stratification By Debt Service Coverage Ratio (DSCR)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Weighted Average
# of % of Agg ----------------------
Debt Service Coverage Ratio Loans Principal Balance Prin Balance WAM Note rate DSCR
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------
Totals
- -----------------------------------------------------------------------------------------------
</TABLE>
Stratification By Seasoning
- -----------------------------------------------------------------------------
Weighted Average
# of % of Agg ----------------------
Seasoning Loans Principal Balance Prin Balance WAM Note rate DSCR
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Totals
- -----------------------------------------------------------------------------
Stratification By State
- ------------------------------------------------------------------------------
Weighted Average
# of % of Agg ----------------------
State Loans Principal Balance Prin Balance WAM Note rate DSCR
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Totals
- ------------------------------------------------------------------------------
Stratification By Property Type
- -------------------------------------------------------------------------
Weighted Average
# of Principal % of Agg ----------------------
Property Type Loans Balance Prin Balance WAM Note rate DSCR
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Totals
- -------------------------------------------------------------------------
Debt Coverage Service Ratios are calculated as described in the prospectus,
values are updated periodically as new NOI figures become available
from borrowers on an asset level. The Paying Agent makes no
representation as to the accuracy of the data provided
by the borrower for this calculation.
[LOGO] CHASE GMAC COMMERCIAL MORTGAGE CORPORATION
SERVICER
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH
SERIES 1998-2
STATEMENT TO CERTIFICATEHOLDERS
- --------------------------------------------------------------------------------
DIST DATE: Monthly Loan Status Detail PAGE # 5
RECORD DATE:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Offering Metropolitan Neg. Beginning Ending Paid
Memorandum Property Statistical Monthly Gross Maturity Amort Scheduled Scheduled Thru
Loan ID Cross-Reference Type (I) Area State P&I Coupon Date (Y/N) Balance Balance Date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------
Appraisal Appraisal Has Loan Ever Loan
Reduction Reduction Been Specially Status
Loan ID Date Amount Serviced?(Y/N) Code (II)
- -------------------------------------------------------------
- -------------------------------------------------------------
(I) Property Type Code
1. Single Family 8. Commercial (School, HCF, WF)
2. Multi-Family 9. Commercial (Retail)
3. Condominium or Co-Operative 10. Commercial (Office)
4. Mobile Home 11. Commercial (Retail/Office)
5. Plan Unit Development 12. Commercial (Hotel)
6. Commercial (Non-Exempt) 13. Commercial (Industrial)
7. Commercial (Church) 14. Commercial (Industrial/Flex)
15. Commercial (Multiple Properties)
16. Commercial (Ministorage)
(II) Loan Status Code
1. Specially Serviced 6. Discounted Payoff
2. Foreclosure 7. Foreclosure Sale
3. Bankruptcy 8. Bankruptcy Sale
4. REO 9. REO Disposal
5. Prepayment in Full 10. Modification/Workout
11. Rehabilitated/Corrected
[LOGO] CHASE GMAC COMMERCIAL MORTGAGE CORPORATION
SERVICER
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH
SERIES 1998-2
STATEMENT TO CERTIFICATEHOLDERS
- --------------------------------------------------------------------------------
DIST DATE: Principal Prepayment Detail PAGE # 6
RECORD DATE:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Offering Memorandum Curtailment Net Liquidation Net Insurance Mortgage Repurchase
Loan Number Cross-Reference Amount Payoff Amount Proceeds Proceeds Price
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
[LOGO] CHASE GMAC COMMERCIAL MORTGAGE CORPORATION
MASTER SERVICER
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH
SERIES 1998-2
STATEMENT TO CERTIFICATEHOLDERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
DIST DATE: Historical Information PAGE # 7
RECORD DATE:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
Delinquencies
- -----------------------------------------------------------------------------------------------------------------
Distrib. 1 Month 2 Months 3+ Months Foreclosure REO Modifications
- -----------------------------------------------------------------------------------------------------------------
Date # Balance # Balance # Balance # Balance # Balance # Balance
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------
Prepayments Rates & Maturities
- --------------------------------------------------------------------
Distrib. Curtailment Payoff Next Weighted Avg.
- --------------------------------------------------------------------
Date # Amount # Amount Coupon Remit WAM
- --------------------------------------------------------------------
- --------------------------------------------------------------------
[LOGO] CHASE GMAC COMMERCIAL MORTGAGE CORPORATION
MASTER SERVICER
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH
SERIES 1998-2
STATEMENT TO CERTIFICATEHOLDERS
DIST DATE: Advance Summary PAGE # 8
RECORD DATE:
Master Servicer P&I Advances Made
Master Servicer Unreimbursed P&I Advances Outstanding
Interest Accrued & Payable to Master Service in Respect of
Advances Made
Servicing Fee Breakdown
Current Period Accrued Servicing Fees
Less Delinquent Servicing Fees
Plus Additional Servicing Fees
Less Reductions to Servicing Fees
Plus Servicing Fees for Delinquent Payments Received
Plus Adjustments for Prior Servicing Calculation
Total Servicing Fees Collected
Allocation of Interest Shortfalls, Losses & Expenses
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Accrued Prepayment Beginning Total Certificate Ending
Certificate Interest Unpaid Interest Interest Interest Unpaid
Class Interest Shortfall Interest Loss Expenses Payable Distributable Interest
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------
</TABLE>
[LOGO] CHASE GMAC COMMERCIAL MORTGAGE CORPORATION
SERVICER
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH
SERIES 1998-2
STATEMENT TO CERTIFICATEHOLDERS
- --------------------------------------------------------------------------------
DIST DATE: Delinquency Loan Detail PAGE # 9
RECORD DATE:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Offering Special
Memorandum # of Paid Servicer
Cross- Months Thru Current P&I Outstanding P&I Advance Loan Transfer Foreclose
Loan Number Reference Delinq. Date Advances Advances** Description(I) Status(II) Date Date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
Totals
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ----------------------------------------------------------------
Current Outstanding
Property Property Outstanding
Protection Protection Property REO
Loan Number Advances Advances Bankruptcy Date Date
- ----------------------------------------------------------------
- ----------------------------------------------------------------
Totals
- ----------------------------------------------------------------
(I) Advance Description A. P&I Advance - Loan in Grace Period
B. P&I Advance - Late Payment but < one Month
Delinquent
1. P&I Advance - Loan Delinquent 1 month
2. P&I Advance - Loan Delinquent 2 months
3. P&I Advance - Loan Delinquent 3 months or more
** Outstanding P & I Advances include the current period advance
(II) Loan Status 1. Specially Serviced 6. Discount Pay Off
2. Foreclosure 7. Foreclosure Sale
3. Bankruptcy 8. Bankruptcy Sale
4. REO 9. REO Dispositions
5. prepaid in Full 10. Modification/Workout
11. Rehabilitated/Corrected
[LOGO] CHASE GMAC COMMERCIAL MORTGAGE CORPORATION
MASTER SERVICER
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-2
STATEMENT TO CERTIFICATEHOLDERS
- --------------------------------------------------------------------------------
DIST DATE: PAGE # 10
RECORD DATE: Specially Serviced Loan Detail
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Offering Date of Specially Current Balance Net
Distrib Memorandum Transfer to Serviced Scheduled Transfer Property Interest Operating NOI
Date Loan Number Cross-Reference Spec. Serv. Code (I) Balance Date Type (II) State Rate Income Date
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
- ----------------------------------
Remaining
Note Maturity Amort
DSCR Date Date Terms
- ----------------------------------
(I) Specially Service Code (1) Request for waiver of Prepayment Penalty
(2) Payment default
(3) Request for Loan Modification or Workout
(4) Loan with Borrower Bankruptcy
(5) Loan in Process of Foreclosure
(6) Loan now REO Property
(7) Loan Paid Off
(8) Loan Returned to Master Servicer
(II) Property Type Code 1. Single Family
2. Multi-Family
3. Condominium or Co-Operative
4. Mobile Home
5. Plan Unit Development
6. Commercial (Non-Exempt)
7. Commercial (Church)
8. Commercial (School, HCF, WF)
9. Commercial (Retail)
10. Commercial (Office)
11. Commercial (Retail/Office)
12. Commercial (Hotel)
13. Commercial (Industrial)
14. Commercial (Industrial/Flex)
15. Commercial (Multiple Properties)
16. Commercial (Ministorage)
[LOGO CHASE] GMAC COMMERCIAL MORTGAGE CORPORATION
MASTER SERVICER
(C) COPYRIGHT 1996, CHASE MANHATTAN CORPORATION
<PAGE>
- --------------------------------------------------------------------------------
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-2
STATEMENT TO CERTIFICATEHOLDERS
- --------------------------------------------------------------------------------
DIST DATE: PAGE # 11
RECORD DATE: Specially Serviced Loan Detail
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Specially Site
Distribution Offering Memo Serviced Inspection Phase 1 Appraisal Appraisal
Date Loan Number Cross-Reference Code (I) Date Date Date Value Comment
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>>
</TABLE>
(I) Specially Serviced Code (1) Request for waiver of Prepayment Penalty
(2) Payment default
(3) Request for Loan Modification or Workout
(4) Loan with Borrower Bankruptcy
(5) Loan in Process of Foreclosure
(6) Loan now REO Property
(7) Loan paid Off
(8) Loan Return to Master Servicer
[LOGO CHASE] GMAC COMMERCIAL MORTGAGE CORPORATION
MASTER SERVICER
(C) COPYRIGHT 1996, CHASE MANHATTAN CORPORATION
<PAGE>
- --------------------------------------------------------------------------------
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-2
STATEMENT TO CERTIFICATEHOLDERS
- --------------------------------------------------------------------------------
DIST DATE: PAGE # 12
RECORD DATE: Modified Loan Detail
- --------------------------------------------------------------------------------
Offering Memorandum Modification
Loan Number Cross-Reference Date Modification Description
- --------------------------------------------------------------------------------
[LOGO CHASE] GMAC COMMERCIAL MORTGAGE CORPORATION
MASTER SERVICER
(C) COPYRIGHT 1996, CHASE MANHATTAN CORPORATION
<PAGE>
- --------------------------------------------------------------------------------
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-2
STATEMENT TO CERTIFICATEHOLDERS
- --------------------------------------------------------------------------------
DIST DATE: PAGE # 13
RECORD DATE: Realized Loss Detail
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Offering Beginning Gross Proceeds Aggregate Net
Memorandum Appraisal Appraisal Scheduled Gross as a % of Liquidation Liquidation
Loan Number Cross-Reference Date Value Balance Proceeds Sched Principal Expenses* Proceeds
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
- -------------------------
Net Proceeds
as a % of Realized
Sched Balance Loss
- -------------------------
- --------------------------------------------------------------------------------
Current Total
- --------------------------------------------------------------------------------
Cumulative
- --------------------------------------------------------------------------------
* Aggregate liquidation expenses also include outstanding P & I advances and
unpaid servicing fees, unpaid trustee fees, etc.
[LOGO CHASE] GMAC COMMERCIAL MORTGAGE CORPORATION
MASTER SERVICER
(C) COPYRIGHT 1996, CHASE MANHATTAN CORPORATION
*****
<PAGE>
Exhibit I
OMNIBUS ASSIGNMENT
[NAME OF CURRENT ASSIGNOR] having an address at [ADDRESS OF
CURRENT ASSIGNOR] (the "Assignor") for good and valuable consideration, the
receipt and sufficiency of which are acknowledged, hereby sells, transfers,
assigns, delivers, sets over and conveys, without recourse, representation or
warranty, express or implied, unto "State Street Bank and Trust Company, as
trustee for the registered Holders of Chase Commercial Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-2" (the
"Assignee"), having an office at 225 Franklin Street, Boston, Massachusetts
02110, Attn: Mortgage Custody Dept., its successors and assigns, all right,
title and interest of the Assignor in and to:
That certain mortgage and security agreement, deed of trust and security
agreement, deed to secure debt and security agreement, or similar security
instrument (the "Security Instrument"), and that certain Promissory Note (the
"Note"), for each of the Mortgage Loans shown on the Mortgage Loan Schedule
attached hereto as Exhibit A,
and that certain assignment of leases and rents given in connection therewith
and all of the Assignor's right, title and interest in any claims, collateral,
insurance policies, certificates of deposit, letters of credit, escrow accounts,
performance bonds, demands, causes of action and any other collateral arising
out of and/or executed and/or delivered in or to or with respect to the Security
Instrument and the Note, together with any other documents or instruments
executed and/or delivered in connection with or otherwise related to the
Security Instrument and the Note.
IN WITNESS WHEREOF, the Assignor has executed this instrument
under seal to be effective as of the ____ day of ____________, 199_.
[NAME OF CURRENT ASSIGNOR]
By:________________________________
Name:
Title:
<PAGE>
Schedule 1
Computerized Database Information
---------------------------------
Field
Identification Number
Property Type
Property City and State
Year Built
Year Renovated
Occupancy Rate as Of ___
Tota Square Feet
Number of units
Original Principal Balance
Prepayment Premium
Note Rate
Annual Debt Service
Current DSCR
Appraised Value (MAI)
Cut-off LTV (MAI)
LTV at Maturity (MAI)
Annual Reserves per Square Foot/Unit
Origination Date
Maturity Date
(Original) Loan Balance Per SF or Per Unit
Current Unpaid Principal Balance
1996 Actual or Rolling 12 Month NOI
Actual Current Annual Net Operating Income
Current Statement Date
<PAGE>
SCHEDULE 2
MORTGAGE LOANS CONTAINING ADDITIONAL DEBT
ID# Loan Name Cut-off Balance
- --- --------- ---------------
NONE
<PAGE>
SCHEDULE 3
MORTGAGE LOANS WHICH INITIALLY PAY INTEREST ONLY (I/O)
# of I/O Months Original Amortization
ID# Loan Name from Origination Term (mo.)
- --- --------- ---------------- ----------
24 Bridgewater Apartments 10 360
42 Ensenada Square 19 330
92 Towson Town Center 60 300
<PAGE>
SCHEDULE 4
DEFEASANCE MORTGAGE LOANS
ID# Loan Name
- --- ---------
1 104/106 Second Avenue
2 20 Trafalgar Square
3 212 Wolcott Street
4 229 West 28th Street
5 24 & 33 Trafalgar Square
6 300 First Avenue
5 379 West Broadway
6 38-34/46 Bell Boulevard
7 385 Fifth Avenue
8 4D Technology Center
9 75 State Street
10 Arboretum Crossing
11 Arbour Building
12 Arsenal Mall
13 Balboa Office Building
14 Bed Bath & Beyond - Braintree
15 Bridgewater Apartments
16 Broadmoor Village
17 Centre Structured Trust 1
14 Centre Structured Trust 4
13 Centre Structured Trust 8
14 Chapelwood Apartments
15 Colonial Terrace Apartments
16 Continental Park
17 Cordata Centre
18 Costco Plaza I
19 Costco Plaza II
20 Crossings
21 Crossroads Shopping Center
22 CVS (Revco) Drug Store
23 Debbie's Shopping Center
24 East Lake Plaza Shopping Center
25 Eckerd Drug Store
26 G&K Portfolio II
23 Georgetown Apartments
24 Henderson Mill
25 Holiday Inn - Rock Falls
<PAGE>
26 Home Depot Plaza
27 Hotel Monaco
28 Jack's Center & Plaza Linda I
53 Jupiter Plaza
54 Kenmar Medical Bldg
55 Liberty Hill Apartments
56 Lincoln Station - Bixby Land
57 Lowes Home Improvement
58 Massapequa Shopping Centers
59 Ming Avenue Retail Center
60 Nicole's Shopping Center
61 Oakwood Shopping Center
62 Overlook I
63 Palm Harbor Shopping Center
64 Park 'N Fly Plus
65 Plaza Linda II Shopping Center
66 Publix Quail Meadows
67 Ramada Inn - East End
68 Revlon Building
69 Richardson Plaza
70 Rite Aid - Hanover Commons
71 Rosehill Suites
72 Sheffield Apartments
73 Sheraton Suites Portfolio
71 Shop Rite/Caldor
72 Skyland Town Centre
73 Smoketown Stations
74 South Orange Towers
84 Southwood Retail Center
85 Spring Oaks Plaza
86 Sudley Manor Square
87 Sun National Bank Building
88 Superior Building
89 Tanglewood/Wild Pine Apartments
90 Third Street Promenade
91 Towson Town Center
92 Trellis at Lees Mill
93 Vintage Kolo 84
94 Walgreens - Gessner/Braeswood
95 Washington Park Office Center
96 Wendover Ridge
<PAGE>
SCHEDULE 5A
Mortgage Loans Representing 2% or more of the Initial Pool Balance
ID# Loan Name % of Initial Pool Balance
- --- --------- -------------------------
13 75 State Street 14.58%
92 Towson Town Center 11.04%
77 Sheraton Suites Portfolio 4.47%
76 Sheffield Apartments 3.30%
81 Smoketown Stations 3.23%
19 Arsenal Mall 2.76%
51 Hotel Monaco 2.74%
79 Sir Francis Drake Hotel 2.60%
35 Costco Plaza II 2.52%
43 G&K Portfolio II 2.49%
<PAGE>
SCHEDULE 5B
Mortgage Loans Representing 5% or more of the Initial Pool Balance
ID# Loan Name % of Initial Pool Balance
- --- --------- -------------------------
13 75 State Street 14.58%
92 Towson Town Center 11.04%
