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): May 15, 1998
Chase Commercial Mortgage Securities Corp.
(Issuer in respect of Commercial Mortgage
Pass-Through Certificates, Series 1998-1)
(Exact name of registrant as
specified in its charter)
New York 333-48395 13-3728743
- --------------------------------------------------------------------------------
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
270 Park Avenue, New York, New York 10017
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Exhibit Index is on Page 5
<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 1998-1. On May 15, 1998, Chase Commercial
Mortgage Securities Corp. (the "Company") caused the issuance, pursuant to a
Pooling and Servicing Agreement, dated as of May 1, 1998 (the "Pooling and
Servicing Agreement"), by and among the Company, as depositor, State Street Bank
and Trust Company, as trustee, The Chase Manhattan Bank, as servicer, and CRIIMI
MAE Services Limited Partnership, as special servicer, of Chase Commercial
Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series
1998-1 (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 May 1, 1998 of $736,087,306 were
sold to Chase Securities Inc. (the "Underwriter"), pursuant to an Underwriting
Agreement dated as of May 7, 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: May 26, 1998
CHASE COMMERCIAL MORTGAGE SECURITIES CORPORATION
By: /s/ Michael J. Malter
---------------------
Name: Michael J. Malter
Title: Chairman and President
<PAGE>
INDEX TO EXHIBITS
Item 601(a) of
Regulation S-K
Exhibit No. Description Page
- ----------- ----------- ----
4 Pooling and Servicing Agreement 6
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.,
Depositor
THE CHASE MANHATTAN BANK,
Servicer
CRIIMI MAE SERVICES LIMITED PARTNERSHIP
Special Servicer
and
STATE STREET BANK AND TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of May 1, 1998
$817,874,785
Commercial Mortgage Pass-Through Certificates
Series 1998-1
===============================================================================
<PAGE>
TABLE OF CONTENTS
ARTICLE I DEFINITIONS
SECTION 1.01. Defined Terms
SECTION 1.02. Certain Calculations
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES
SECTION 2.01. Conveyance of Mortgage Loans
SECTION 2.02. Acceptance by Trustee
SECTION 2.03. Representations, Warranties and Covenants of the Depositor;
Mortgage Loan Seller's Repurchase of Mortgage Loans for
Defects in Mortgage Files and Breaches of Representations
and Warranties
SECTION 2.04. Execution of Certificates
ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND
SECTION 3.01. Servicer to Act as Servicer; Special Servicer to Act as
Special Servicer; Administration of the Mortgage Loans.
SECTION 3.02. Collection of Mortgage Loan Payments
SECTION 3.03. Collection of Taxes, Assessments and Similar Items;
Servicing Accounts
SECTION 3.04. The Certificate Account and the Lower-Tier and Upper-Tier
Distribution Accounts
SECTION 3.05. Permitted Withdrawals From the Certificate Account and
the Distribution Accounts
SECTION 3.06. Investment of Funds in the Certificate Account, the
Distribution Accounts and the REO Account
SECTION 3.07. Maintenance of Insurance Policies; Errors and Omissions
and Fidelity Coverage
SECTION 3.08. Enforcement of Due-On-Sale Clauses; Assumption Agreements
SECTION 3.09. Realization Upon Defaulted Mortgage Loans
SECTION 3.10. Trustee to Cooperate; Release of Mortgage Files
SECTION 3.11. Servicing Compensation
SECTION 3.12. Inspections; Collection of Financial Statements
SECTION 3.13. Annual Statement as to Compliance
SECTION 3.14. Reports by Independent Public Accountants
SECTION 3.15. Access to Certain Information
SECTION 3.16. Title to REO Property; REO Account
SECTION 3.17. Management of REO Property
SECTION 3.18. Sale of Defaulted Mortgage Loans and REO Properties
SECTION 3.19. [Intentionally Omitted]
SECTION 3.20. Modifications, Waivers, Amendments and Consents
SECTION 3.21. Transfer of Servicing Between Servicer and Special
Servicer; Record Keeping; Asset Status Report
SECTION 3.22. Sub-Servicing Agreements
SECTION 3.23. Representations and Warranties of the Servicer
SECTION 3.24. Representations and Warranties of the Special Servicer
SECTION 3.25. Interest Reserve Account
SECTION 3.26. Confidential Information
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. Distributions
SECTION 4.02. Statements to Certificateholders; Collection Reports
SECTION 4.03. P&I Advances
SECTION 4.04. Allocation of Collateral Support Deficit
SECTION 4.05. Appraisal Reductions
SECTION 4.06. Certificate Deferred Interest
ARTICLE V THE CERTIFICATES
SECTION 5.01. The Certificates
SECTION 5.02. Registration of Transfer and Exchange of Certificates
SECTION 5.03. Book-Entry Certificates
SECTION 5.04. Mutilated, Destroyed, Lost or Stolen Certificates
SECTION 5.05. Persons Deemed Owners
SECTION 5.06. Appointment of Paying Agent
ARTICLE VI THE DEPOSITOR, THE SERVICER AND THE SPECIAL SERVICER
SECTION 6.01. Liability of the Depositor, the Servicer and the Special
Servicer
SECTION 6.02. Merger, Consolidation or Conversion of the Depositor, the
Servicer or the Special Servicer
SECTION 6.03. Limitation on Liability of the Depositor, the Servicer,
the Special Servicer and Others
SECTION 6.04. Depositor, Servicer and Special Servicer Not to Resign
SECTION 6.05. Rights of the Depositor in Respect of the Servicer and
the Special Servicer
SECTION 6.06. Year 2000 Compliance
ARTICLE VII DEFAULT
SECTION 7.01. Events of Default; Servicer and Special Servicer Termination
SECTION 7.02. Trustee to Act; Appointment of Successor
SECTION 7.03. Notification to Certificateholders
SECTION 7.04. Waiver of Events of Default
SECTION 7.05. Trustee 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 Not Liable for Validity or Sufficiency of
Certificates or Mortgage oans
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, Special Servicer, Paying Agent and Trustee
to Cooperate with Servicer
SECTION 10.03. Use of Agents
ARTICLE XI MISCELLANEOUS PROVISIONS
SECTION 11.01. Amendment
SECTION 11.02. Recordation of Agreement; Counterparts
SECTION 11.03. Limitation on Rights of Certificateholders
SECTION 11.04. Governing Law
SECTION 11.05. Notices
SECTION 11.06. Severability of Provisions
SECTION 11.07. Grant of a Security Interest
SECTION 11.08. Successors and Assigns; Beneficiaries
SECTION 11.09. Article and Section Headings
SECTION 11.10. Notices to the Rating Agencies
<PAGE>
EXHIBITS
Exhibit A-1 Form of Class A-1 Certificate
Exhibit A-2 Form of Class A-2 Certificate
Exhibit A-3 Form of Class 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 Distribution Date Statement
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 5 Mortgage Loans representing over 5% of the Initial
Pool Balance
<PAGE>
This Pooling and Servicing Agreement (the "Agreement"), is dated and
effective as of May 1, 1998, among Chase Commercial Mortgage Securities Corp. as
Depositor, The Chase Manhattan Bank, as Servicer, CRIIMI MAE Services Limited
Partnership, 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, multifamily and mobile
home community mortgage loans (the "Mortgage Loans"). As provided herein, the
Servicer shall elect or shall cause an election to be made that each of the
Upper-Tier REMIC and the Lower-Tier REMIC be treated for federal income tax
purposes as a real estate mortgage investment conduit (a "REMIC").
<PAGE>
The following table sets forth the designation, the pass-through rate (the
"Pass-Through Rate"), the aggregate initial principal amount (the "Original
Certificate Balance") or Notional Amount ("Original Notional Amount"), as
applicable, and the initial ratings given each Class by the Rating Agencies (the
"Original Ratings") for each Class of Certificates comprising the interests in
the Upper-Tier REMIC created hereunder:
UPPER-TIER REMIC
Original
Class Original Rating
Designation Pass-Through Rate Certificate Balance Moody's/S&P(1)
- ----------- ----------------- ------------------- --------------
(per annum)
-----------
Class A-1 6.34% $132,600,000 Aaa/AAA
Class A-2 6.56% $464,448,593 Aaa/AAA
Class B 6.56% $ 32,714,991 Aa2/AA
Class C 6.56% $ 49,072,487 A2/A
Class D 6.56% $ 44,983,113 Baa2/BBB
Class E 6.56% $ 12,268,122 Baa3/BBB-
Class F (2) $ 36,804,365 Ba2/*
Class G (2) $ 8,178,748 Ba3/*
Class H 6.34% $ 18,402,183 B2/*
Class I 6.34% $ 4,089,374 B3/*
Class J 6.34% $ 14,312,809 */*
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 F and
Class G Certificates shall be the lesser of (1) 6.56% 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 0.8289% 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
$817,874,785.
(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) $ 132,600,000
Class LA-2 (6) $ 464,448,593
Class LB (6) $ 32,714,991
Class LC (6) $ 49,072,487
Class LD (6) $ 44,983,113
Class LE (6) $ 12,268,122
Class LF (6) $ 36,804,365
Class LG (6) $ 8,178,748
Class LH (6) $ 18,402,183
Class LI (6) $ 4,089,374
Class LJ (6) $ 14,312,809
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 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 $817,874,785.
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 0.096% 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 3 and 31 on the Mortgage Loan Schedule,
the rate shall be equal to 0.041% per annum and with respect to the Mortgage
Loan identified as Mortgage Loan ID number 56 on the Mortgage Loan Schedule, the
rate shall be 0.131% per annum, in all cases 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 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, or
within 180 days with respect to an Appraisal Reduction Event as set forth in
clause (ii) of the definition of 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)(A) or (b)(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.
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
and (vi) immediately after a Mortgage Loan becomes an REO Loan; provided,
however, that an Appraisal Reduction Event shall not occur at any time when the
aggregate Certificate Balances of all Classes of Certificates (other than the
Class A Certificates) has been reduced to zero. The Special Servicer shall
notify the Servicer promptly upon the occurrence of any of the foregoing events.
"Appraised Value": With respect to any Mortgaged Property, the appraised
value thereof as determined by an Appraisal of the Mortgaged Property securing
such Mortgage Loan made by an Independent MAI appraiser selected by the Servicer
or Special Servicer, as applicable.
"Asset Status Report": As defined in Section 3.21(e).
"Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar instrument executed by the
Mortgagor, assigning to the mortgagee all of the income, rents and profits
derived from the ownership, operation, leasing or disposition of all or a
portion of such Mortgaged Property, in the form which was duly executed,
acknowledged and delivered, as amended, modified, renewed or extended through
the date hereof and from time to time hereafter.
"Assumed Scheduled Payment": For any Due Period and with respect to any
Mortgage Loan that is delinquent in respect of its Balloon Payment (including
any REO Loan as to which the Balloon Payment would have been past due), an
amount equal to the sum of (a) the principal portion of the Monthly Payment that
would have been due on such Mortgage Loan on the related Due Date based on the
constant payment required by the related Mortgage Note or the original
amortization schedule thereof (as calculated with interest at the related
Mortgage Rate), if applicable, assuming such Balloon Payment has not become due,
after giving effect to any modification of such Mortgage Loan, and (b) interest
on the Stated Principal Balance of such Mortgage Loan at the applicable Mortgage
Rate (net of interest at the Servicing Fee Rate).
"Authenticating Agent": Any agent of the Trustee appointed to act as
Authenticating Agent pursuant to Section 5.01.
"Available Distribution Amount": With respect to any Distribution Date, an
amount equal to the sum of (without duplication):
(a) the aggregate amount relating to the Trust Fund on deposit in the
Certificate Account and the 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; and
(vi) all amounts deposited in the Certificate Account or the
Lower-Tier Distribution Account, as the case may be, in error;
and
(vii) 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 3.25;
(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 3.25(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).
"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 1998-1, 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).
"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.
"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 6.34%.
"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 6.56%.
"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 6.56%.
"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 6.56%.
"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 6.56%.
"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 6.56%.
"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, the
lesser of (i) the Weighted Average Net Mortgage Rate and (ii) 6.56%.
"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, the
lesser of (i) the Weighted Average Net Mortgage Rate and (ii) 6.56%
"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, a fixed
rate per annum equal to 6.34%.
"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.
"Class I Pass-Through Rate": With respect to any Distribution Date, a fixed
rate per annum equal to 6.34%.
"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, a fixed
rate per annum equal to 6.34%.
"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-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.
"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": May 15, 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.
"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
1998-1 (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.
"Cut-off Date": With respect to the Mortgage Loans designated as Mortgage
Loan ID numbers 3, 6, 7, 9, 10, 11, 12, 13, 15, 19, 26, 27, 30, 31, 33, 35, 38,
41, 43, 44, 50, 51, 56, 58, 65, 72, 76 and 77 on the Mortgage Loan Schedule, May
10, 1998 and with respect to each other Mortgage Loan May 1, 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.
"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 Loans indicated
on Schedule 3, which initially pay 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.
"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.
"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 June 1998.
"Distribution Date Statement": As defined in Section 4.02(a).
"Due Date": With respect to (i) any Mortgage Loan on or prior to its
Maturity Date, the day of the month set forth in the related Mortgage Note on
which each Monthly Payment thereon is scheduled to be first due, (ii) any
Mortgage Loan after the Maturity Date therefor, the day of the month set forth
in the related Mortgage Note on which each Monthly Payment on such Mortgage Loan
had been scheduled to be first due, and (iii) any REO Loan, the day of the month
set forth in the related Mortgage Note on which each Monthly Payment on the
related Mortgage Loan had been scheduled to be first due.
"Due Period": With respect to any Distribution Date and any Mortgage Loan,
the period commencing on the second day of the month preceding the month in
which such Distribution Date occurs and ending on the first day of the month in
which such Distribution Date occurs; provided however, that with respect to the
Mortgage Loans identified as Mortgage Loan ID numbers 3, 6, 7, 9, 10, 11, 12,
13, 15, 19, 26, 27, 30, 31, 33, 35, 38, 41, 43, 44, 50, 51, 56, 58, 65, 72, 76
and 77 on the Mortgage Loan Schedule, 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.
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) "Aa3" by Moody's, 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 "P-1" from Moody's 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 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.
"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 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.
"Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes or substances, including, without limitation, those so
identified pursuant to CERCLA or any other federal, state or local environmental
related laws and regulations, and specifically including, without limitation,
asbestos and asbestos-containing materials, polychlorinated biphenyls, radon
gas, petroleum and petroleum products, urea formaldehyde and any substances
classified as being "in inventory," "usable work in process" or similar
classification which would, if classified as unusable, be included in the
foregoing definition.
"Independent": When used with respect to any specified Person, any such
Person who (i) is in fact independent of the Depositor, the Servicer, the
Special Servicer and any and all Affiliates thereof, (ii) does not have any
material direct financial interest in or any material indirect financial
interest in any of the Depositor, the Servicer, the Special Servicer or any
Affiliate thereof and (iii) is not connected with the Depositor, the Servicer,
the Special Servicer or any Affiliate thereof as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions;
provided, however, that a Person shall not fail to be Independent of the
Depositor, the Servicer, the Special Servicer or any Affiliate thereof merely
because such Person is the beneficial owner of 1% or less of any Class of
securities issued by the Depositor, the Servicer, 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.
"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 3.25 in the name of the Trustee on behalf of
the Certificateholders, into which the amounts set forth in Section 3.25 shall
be deposited directly and which must be an Eligible Account.
"Interest Reserve Loans": The Mortgage Loans designated as Mortgage Loan ID
numbers 3, 7, 9, 19, 26, 27, 31, 37, 43, 51 and 63 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 "Baa3" by Moody's.
"Investment Representation Letter": As defined in Section 5.02(b).
"Issue Price": With respect to each Class of Certificates, the "issue
price" as defined in the REMIC Provisions.
"Late Collections": With respect to any Mortgage Loan, all amounts received
thereon during any Due Period, whether as payments, Insurance and Condemnation
Proceeds, Liquidation Proceeds or otherwise, which represent late payments or
collections of principal or interest due in respect of such Mortgage Loan
(without regard to any acceleration of amounts due thereunder by reason of
default) on a Due Date in a previous Due Period and not previously recovered.
With respect to any REO Loan, all amounts received in connection with the
related REO Property during any Due Period, whether as Insurance and
Condemnation Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which
represent late collections of principal or interest due or deemed due in respect
of such REO Loan or the predecessor Mortgage Loan (without regard to any
acceleration of amounts due under the predecessor Mortgage Loan by reason of
default) on a Due Date in a previous Due Period and not previously recovered.
The term "Late Collections" shall specifically exclude Penalty Charges.
"Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made with respect to such Mortgage Loan; (iii) such Mortgage
Loan is repurchased by 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 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
1998-1, 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, 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 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.
"Moody's": Moody's Investors Service, Inc. and its successors in interest.
"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 1998-1,
without recourse, representation or warranty, express or implied";
(ii) the original Mortgage (or a certified copy thereof from the
applicable recording office) and originals (or certified copies from
the applicable recording office) of any intervening assignments
thereof showing a complete chain of assignment from the originator
of the Mortgage Loan to the Mortgage Loan Seller, in each case with
evidence of recording indicated thereon;
(iii) an original assignment of the Mortgage, in recordable form, 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 1998-1";
(iv) an original or copy of any related Assignment of Leases (if such
item is a document separate from the Mortgage) and the originals or
copies of any intervening assignments thereof showing a complete
chain of assignment from the originator of the Mortgage Loan to the
Mortgage Loan Seller, in each case with evidence of recording
thereon;
(v) an original assignment of any related Assignment of Leases (if such
item is a document separate from the Mortgage), in recordable form,
executed by the Mortgage Loan Seller in favor of the Trustee (in
such capacity);
(vi) an original or copy of any related Security Agreement (if such item
is a document separate from the Mortgage) and the originals or
copies of any intervening assignments thereof showing a complete
chain of assignment from the originator of the Mortgage Loan to the
Mortgage Loan Seller, 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 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;
(xi) all UCC Financing Statements and continuation statements or copies
thereof sufficient to perfect (and maintain the perfection of) the
security interest held by the originator of the Mortgage Loan (and
each assignee prior to the Trustee) in and to the personalty of the
Mortgagor at the Mortgaged Property (in each case with evidence of
filing thereon), and to transfer such security interest to the
Trustee;
(xii) the original power of attorney 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;
(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; and
(xv) 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;
(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; and
(xvi) the Revised Rate of such Mortgage Loan, if any.
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 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 Distribution Accounts or the REO Account for any period from any
Distribution Date to the immediately succeeding P&I Advance Date, the amount, if
any, by which the aggregate of all interest and other income realized during
such period on funds relating to the Trust Fund held in such account, exceeds
the aggregate of all losses, if any, incurred during such period in connection
with the investment of such funds in accordance with Section 3.06.
"Net Investment Loss": With respect to either the Certificate Account, the
Distribution Accounts 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.
"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 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, or (c)
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 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 Servicer appointed to act as paying agent
pursuant to Section 5.06.
"Penalty Charges": With respect to any Mortgage Loan (or successor REO
Loan), any amounts actually collected thereon from the Mortgagor that represent
late payment charges or Default Interest, other than a Prepayment Premium, 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 "P-1" by Moody's 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;
(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
of "AAA" and a rating of "Aaa" from Moody's, 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 "P-1"
by Moody's;
(vi) money market funds, rated "AAAm" or "AAAmg" by S&P and in
the highest category by Moody's; 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-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.
"Placement Agents": Any of (i) Chase Securities Inc., or (ii) Chase Real
Estate Finance Securitization Group, a division of The Chase Manhattan Bank.
"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 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 May 7, 1998, as supplemented by the
Prospectus Supplement dated May 7, 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 related Insurance Policy in the relevant jurisdiction with a minimum claims
paying ability rating of at least (A) "A" by S&P and (B) "A2" by Moody's 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 "A2" by Moody's and "A" S&P, or, in the case of clauses (i) and (ii),
such other rating as each Rating Agency shall have confirmed in writing will not
cause such Rating Agency to downgrade, qualify or withdraw the then-current
rating assigned to any of the Certificates that are then currently being rated
by such Rating Agency.
"Rated Final Distribution Date": As to each Class of Certificates, May 18,
2030.
"Rating Agency": Each of S&P and Moody's 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 Moody's 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:
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 "CRIIMI MAE
Services Limited Partnership, as Special Servicer, in trust for registered
Holders of Chase Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 1998-1, 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.
"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.
"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": The Chase Manhattan Bank, CCMB Servicing Division, 380 Madison
Avenue, 11th Floor, New York, New York 10017 (Attention: Janice Smith, V.P.) and
its successor in interest and assigns, or any successor Servicer appointed as
herein provided.
"Servicing Account": The account or accounts created and maintained
pursuant to Section 3.03.
"Servicing Advances": All customary, reasonable and necessary "out of
pocket" costs and expenses (including attorneys' fees and expenses and fees of
real estate brokers) incurred by the Servicer in connection with the servicing
and administering of (a) a Mortgage Loan in respect of which a default,
delinquency or other unanticipated event has occurred or as to which a default
is reasonably foreseeable or (b) an REO Property, including, but not limited to,
the cost of (i) compliance with the Servicer's obligations set forth in Section
3.03(c), (ii) the preservation, restoration and protection of a Mortgaged
Property, (iii) obtaining any Insurance and Condemnation Proceeds or any
Liquidation Proceeds of the nature described in clauses (i) - (iv) of the
definition of "Liquidation Proceeds", (iv) any enforcement or judicial
proceedings with respect to a Mortgaged Property, including foreclosures, and
(v) the operation, leasing, management, maintenance and liquidation of any REO
Property.
"Servicing Fee": With respect to each Mortgage Loan and REO Loan, the fee
payable to the Servicer pursuant to the first paragraph of Section 3.11(a).
"Servicing Fee Rate": A rate equal to 0.085% 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 3 and 31 on the Mortgage Loan Schedule, the rate shall be equal to 0.03%
per annum and with respect to the Mortgage Loan identified as Mortgage Loan ID
number 56 on the Mortgage Loan Schedule, the rate shall be 0.12% 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 Trustee and the Depositor on the Closing Date as such list may be amended
from time to time thereafter.
"Servicing Standards": As defined in Section 3.01(a).
"Servicing Transfer Event": With respect to any Mortgage Loan, the
occurrence of any of the following events:
(i) a payment default shall have occurred on such Mortgage Loan at its
original maturity date, or if the maturity date of such Mortgage Loan has
been extended, a payment default occurs on such Mortgage Loan at its
extended maturity date; or
(ii) any Monthly Payment (other than a Balloon Payment) is 60 days or
more delinquent; or
(iii) the date upon which the Servicer determines that a payment
default has occurred or is imminent and is not likely to be cured by the
related Mortgagor within 60 days; or
(iv) the date upon which a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises in an involuntary
case under any present or future federal or state bankruptcy, insolvency or
similar law or the appointment of a conservator or receiver or liquidator
in any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings, or for the winding-up or liquidation of
its affairs being entered against the related Mortgagor; provided that if
such decree or order is discharged or stayed within 60 days of being
entered, such Mortgage Loan shall not be a Specially Serviced Mortgage Loan
(and no Special Servicing Fees, Workout Fees or Liquidation Fees will be
payable with respect thereto); or
(v) the related Mortgagor shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshaling of assets and liabilities or similar proceedings of or
relating to such Mortgagor or of or relating to all or substantially all of
its property; or
(vi) the related Mortgagor shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage
of any applicable insolvency or reorganization statute, make an assignment
for the benefit of its creditors, or voluntarily suspend payment of its
obligations; or
(vii) 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": CRIIMI MAE Services Limited Partnership, a Maryland
limited partnership, 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).
"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.
"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 20, 21 and 22 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).
"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, 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 0.006% 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 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
1998-1, 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 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 3.25(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.
(ii) Any Mortgage Loan payment is deemed to be received on the date such
payment is actually received by the Servicer, the Special Servicer or the
Trustee; provided, however, that for purposes of calculating distributions on
the Certificates, Principal Prepayments with respect to any Mortgage Loan are
deemed to be received on the date they are applied in accordance with the
Servicing Standards consistent with the terms of the related Mortgage Note and
Mortgage to reduce the outstanding principal balance of such Mortgage Loan on
which interest accrues.
(iii) Any reference to the Certificate Balance of any Class of Certificates
on or as of a Distribution Date shall refer to the Certificate Balance of such
Class of Certificates on such Distribution Date after giving effect to (a) any
distributions made on such Distribution Date pursuant to Section 4.01(a), (b)
any Collateral Support Deficit allocated to such Class on such Distribution Date
pursuant to Section 4.04 and (c) the addition of any Certificate Deferred
Interest allocated to such Class and added to such Certificate Balance pursuant
to Section 4.06(b).
[End of Article I]
<PAGE>
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery hereof,
does hereby assign, 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. 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 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 Loan on the Closing Date an omnibus assignment of such Mortgage Loan
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 the related documents) cause to be submitted for recording or filing,
as the case may be, in the appropriate public office for real property records
or UCC Financing Statements, as appropriate, each assignment to the Trustee
referred to in clauses (iii), (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 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 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 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 June 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 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 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 and 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 or the Special Servicer, as the case may be, would
require were it, in its individual capacity, the owner of the affected Mortgage
Loan(s). The Trustee and the Special Servicer, as the case may be, shall be
reimbursed for the reasonable costs of such enforcement: first, from a specific
recovery of costs, expenses or attorneys' fees against the 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, 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) Each of the Servicer and the Special Servicer shall diligently service
and administer the Mortgage Loans it is obligated to service pursuant to this
Agreement on behalf of the Trustee and in the best interests of and for the
benefit of the Certificateholders (as determined by the Servicer or the Special
Servicer, as the case may be, in its good faith and reasonable judgment) in
accordance with applicable law, the terms of this Agreement and the terms of the
respective Mortgage Loans and, to the extent consistent with the foregoing, and
in accordance with the higher of the following standards of care: (1) the same
manner in which, and with the same care, skill, prudence and diligence with
which the Servicer or Special Servicer, as the case may be, services and
administers similar mortgage loans for other third-party portfolios, giving due
consideration to the customary and usual standards of practice of prudent
institutional multifamily and commercial mortgage lenders servicing their own
mortgage loans and (2) the same care, skill, prudence and diligence with which
the Servicer or Special Servicer, as the case may be, services and administers
commercial, multifamily and mobile home community mortgage loans owned by the
Servicer or Special Servicer, as the case may be, if applicable, in either case
exercising reasonable business judgment and acting in accordance with applicable
law, the terms of this Agreement, the respective Mortgage Loans or Specially
Serviced Mortgage Loans, as applicable, and with a view to the maximization of
timely recovery of principal and interest on a present value basis on the
Mortgage Loans or Specially Serviced Mortgage Loans, as applicable, and the best
interests of the Trust and the Certificateholders, as determined by the Servicer
or Special Servicer, as the case may be, in its reasonable judgment, but without
regard to: (i) any relationship that the Servicer or the Special Servicer, as
the case may be, or any Affiliate thereof may have with the related Mortgagor or
any other party to this Agreement; (ii) the ownership of any Certificate by the
Servicer or the Special Servicer, as the case may be, or any Affiliate thereof;
(iii) the Servicer's obligation to make Advances; (iv) the Servicer's or Special
Servicer's, as the case may be, right to receive compensation for its services
hereunder or with respect to any particular transaction and (v) any obligation
of the Servicer (in its capacity as the Mortgage Loan Seller) to cure a breach
of a representation or warranty or repurchase a Mortgage Loan (the foregoing,
collectively referred to as the "Servicing Standards"). Without limiting the
foregoing, subject to Section 3.21, the Special Servicer shall be obligated to
service and administer (i) any Mortgage Loans as to which a Servicing Transfer
Event has occurred and is continuing (the "Specially Serviced Mortgage Loans")
and (ii) any REO Properties; provided, that the Servicer shall continue to make
all calculations, and prepare, or cause to be prepared, all reports to the
Certificateholders, required hereunder with respect to the Specially Serviced
Mortgage Loans as if no Servicing Transfer Event had occurred and with respect
to the REO Properties (and the related REO Loans) as if no REO Acquisition had
occurred, and to render such incidental services with respect to such Specially
Serviced Mortgage Loans and REO Properties as are specifically provided for
herein; provided, further, however, that the Servicer shall not be liable for
failure to comply with such duties insofar as such failure results from a
failure of the Special Servicer to provide sufficient information to the
Servicer to comply with such duties. Each Mortgage Loan that becomes a Specially
Serviced Mortgage Loan shall continue as such until satisfaction of the
conditions specified in Section 3.21(a). 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 under the related Surety Bond Loan, (A)
obtaining a written confirmation of each of S&P and Moody's 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 S&P and Moody's that such replacement will not
cause the downgrade, withdrawal or qualification of the then current ratings of
the Certificates from each of S&P and Moody's 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 written confirmation of
each of S&P and Moody's 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 (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. 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 (iv) any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and all other comparable instruments. Subject to Section 3.10, the
Trustee shall furnish, or cause to be furnished, to the Servicer or the Special
Servicer any powers of attorney and other documents necessary or appropriate to
enable the Servicer or the Special Servicer, as the case may be, to carry out
its servicing and administrative duties hereunder; provided, however, that the
Trustee shall not be held liable for any negligence with respect to, or misuse
of, any such power of attorney by the Servicer or the Special Servicer.
(c) The relationship of the Servicer to the Trustee under this Agreement is
intended by the parties to be that of an independent contractor and not that of
a joint venturer, partner or agent.
SECTION 3.02. Collection of Mortgage Loan Payments.
(a) Each of the Servicer and the Special Servicer shall make reasonable
efforts to collect all payments called for under the terms and provisions of the
Mortgage Loans it is obligated to service hereunder, and shall follow such
collection procedures as are consistent with this Agreement (including, without
limitation, the Servicing Standards), 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 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. 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.
SECTION 3.03. Collection of Taxes, Assessments and Similar Items; Servicing
Accounts.
(a) The Servicer shall establish and maintain one or more accounts (the
"Servicing Accounts"), into which all Escrow Payments shall be deposited and
retained, and shall administer such Servicing Accounts in accordance with the
Mortgage Loan documents. Servicing Accounts shall be Eligible Accounts.
Withdrawals of amounts so deposited from a Servicing Account may be made only
to: (i) effect payment of real estate taxes, assessments, insurance premiums,
ground rents (if applicable) and comparable items; (ii) reimburse the Servicer
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 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)(i) 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 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 and the Lower-Tier and Upper-Tier
Distribution Accounts.
(a) The Servicer shall establish and maintain, or cause to be established
and maintained, a Certificate Account in which the Servicer shall deposit or
cause to be deposited on a daily basis (and in no event later than the Business
Day following receipt of available funds), except as otherwise specifically
provided herein, the following payments and collections received or made by or
on behalf of it subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due and payable on or before the
Cut-off Date), or payments (other than Principal Prepayments) received by it on
or prior to the Cut-off Date but allocable to a period subsequent thereto:
(i) all payments on account of principal, including Principal
Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest 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.
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 1 Business Day such amounts to the Servicer for deposit into the
Certificate Account in accordance with the second preceding paragraph. Any such
amounts received by the Special Servicer with respect to an REO Property shall
be deposited by the Special Servicer into the REO Account and remitted to the
Servicer for deposit into the Certificate Account pursuant to Section 3.16(c).
With respect to any such amounts paid by check to the order of the Special
Servicer, the Special Servicer shall endorse without recourse or warranty such
check to the order of the Servicer and shall promptly deliver any such check to
the Servicer by overnight courier.
Funds in the Certificate Account may be invested in Permitted Investments
in accordance with the provisions of Section 3.06. The Servicer shall give
notice to the Trustee, the Special Servicer and the Depositor of the location of
the Certificate Account as of the Closing Date and of the new location of the
Certificate Account prior to any change thereof.
(b) The Paying Agent, on behalf of the Trustee, shall establish and
maintain the Lower-Tier Distribution Account, the Upper-Tier 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)(vi) and (c) of the
definition thereof) for the related Distribution Date then on deposit in the
Certificate Account.
In addition to the amounts required to be deposited in the 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) 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 Lower-Tier
Distribution Account;
(ii) any P&I Advances required to be made by the Servicer in
accordance with Section 4.03;
(iii) any Liquidation Proceeds paid by the Servicer, 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.
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 1
Business Day following receipt. The Trustee shall remit to the Paying Agent for
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.
Pursuant to Section 3.06, the Servicer shall deliver to the Paying Agent
for deposit in the Upper-Tier Distribution Account any amounts required to be
deposited therein in connection with losses incurred with respect to Permitted
Investments of funds held in the Upper-Tier Distribution Account.
Funds on deposit in the Upper-Tier Distribution Account, the Lower-Tier
Distribution Account and/or the Certificate Account may be invested in Permitted
Investments in accordance with the provisions of Section 3.06. As of the Closing
Date, the Certificate Account shall be located at the offices of the Servicer.
The Servicer shall give notice to the Trustee, the Paying Agent, the Special
Servicer and the Depositor of the location of the Certificate Account and of any
new location of the Certificate Account prior to any change thereof. As of the
Closing Date, the 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.
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 the amounts required to be remitted pursuant to
the first paragraph of Section 3.04(b) or that may be applied to make
P&I Advances pursuant to Section 4.03(a);
(ii) to pay itself unpaid Servicing Fees and the Special
Servicer unpaid Special Servicing Fees, Liquidation Fees and Workout
Fees in respect of each Mortgage Loan, Specially Serviced Mortgage Loan
and REO Loan, as applicable, the Servicer's or Special Servicer's, as
applicable, rights to payment pursuant to this clause (ii) with respect
to any Mortgage Loan, Specially Serviced Mortgage Loan or REO Loan, as
applicable, being limited to amounts received on or in respect of such
Mortgage Loan (whether in the form of payments, Liquidation Proceeds or
Insurance and Condemnation Proceeds) or such REO Loan (whether in the
form of REO Revenues, Liquidation Proceeds or Insurance and
Condemnation Proceeds) that are allocable as a recovery of interest
thereon;
(iii) to reimburse itself 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 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), 3.17(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);
(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 Servicer out of general collections on
the Mortgage Loans and REO Properties for expenses incurred by and
reimbursable to it by the Trust Fund pursuant to Section 10.01(c);
(xvi) to pay itself, the Special Servicer, or the Mortgage
Loan Sellers, as the case may be, with respect to each Mortgage Loan,
if any, previously purchased by such Person pursuant to this Agreement,
all amounts received thereon subsequent to the date of purchase
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 3.25; 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) to pay the Servicer, as additional servicing compensation
in accordance with the second paragraph of Section 3.11(a), interest
and investment income earned in respect of amounts relating to the
Trust Fund held in the Lower-Tier Distribution Account as provided in
Section 3.06(b) (but only to the extent of the Net Investment Earnings
with respect to the Lower-Tier Distribution Account for any period from
any Distribution Date to the immediately succeeding P&I Advance Date);
(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.
(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) to pay the Servicer, as additional servicing compensation
in accordance with the second paragraph of Section 3.11(a), interest
and investment income earned in respect of amounts held in the
Upper-Tier Distribution Account as provided in Section 3.06(b) (but
only to the extent of the Net Investment Earnings with respect to the
Upper-Tier Distribution Account for any period from any Distribution
Date to the immediately succeeding P&I Advance Date); and
(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
Distribution Accounts and the REO Account.
(a) The Servicer may direct any depository institution maintaining the
Certificate Account, the Upper-Tier Distribution Account or the Lower-Tier
Distribution Account (each, for purposes of this Section 3.06, an "Investment
Account") and the Special Servicer may direct any depository institution
maintaining the REO Account (also for purpose of this Section 3.06, an
"Investment Account") to invest, or if it is such depository institution, may
itself invest, the funds held therein 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. Possession of any such
Permitted Investment by the Servicer or the Special Servicer shall constitute
possession by a person designated by the Trustee for purposes of Section 8-313
of the UCC and possession by the Trustee, as secured party, for purposes of
Section 9-305 of the UCC and any other applicable law. Except as otherwise
provided herein, the Trustee shall have sole control (except with respect to
investment direction) over Permitted Investments of amounts in the Distribution
Accounts. In the event amounts on deposit in an Investment Account are at any
time invested in a Permitted Investment payable on demand, the Servicer (in the
case of the Certificate Account), the Special Servicer (in the case of the REO
Account) or the Paying Agent (in the case of the Distribution Accounts) 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 the Distribution Accounts, 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 Trust Fund and shall be subject to its
withdrawal in accordance with Section 3.16(c). In the event that any loss shall
be incurred in respect of any Permitted Investment on deposit in any of the
Certificate Account, the Distribution Accounts, or the REO Account, the Servicer
(in the case of the Certificate Account and the Distribution Accounts) or the
Special Servicer (in the case of the REO Account) shall deposit therein, no
later than the P&I Advance Date, without right of reimbursement, the amount of
the Net Investment Loss, if any, with respect to such account for the period
from the immediately preceding Distribution Date to such P&I Advance Date.
(c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Trustee may and, subject to Section 8.02, upon the request of
Holders of Certificates entitled to a majority of the Voting Rights allocated to
any Class shall, take such action as may be appropriate to enforce such payment
or performance, including the institution and prosecution of appropriate
proceedings.
SECTION 3.07. Maintenance of Insurance Policies; Errors and Omissions and
Fidelity Coverage.
(a) The Servicer shall use its reasonable best efforts to cause the
Mortgagor to maintain, to the extent required by the terms of the related
Mortgage Note, or if the Mortgagor does not so maintain, shall itself maintain,
for each Mortgage Loan all Insurance Policy coverage as is required under the
related Mortgage (to the extent that the Trustee has an insurable interest and
such Insurance Policy coverage is available at commercially reasonable rates,
consistent with the Servicing 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 the full replacement cost of the REO Property or the
outstanding principal balance owing on the related REO Loan, (iv) include a
replacement cost endorsement providing no deduction for depreciation (unless
such endorsement is not permitted under the related Mortgage Loan documents) and
(v) be issued by a Qualified Insurer authorized under applicable law to issue
such Insurance Policies. Any amounts collected by the Servicer or the Special
Servicer under any such Insurance Policies (other than amounts to be applied to
the restoration or repair of the related Mortgaged Property or REO Property or
amounts to be released to the related Mortgagor, in each case in accordance with
the Servicing Standards and the provisions of the related Mortgage Loan) shall
be deposited in the Certificate Account, subject to withdrawal pursuant to
Section 3.05(a). Any 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 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 insurance
policy with a Qualified Insurer naming the Servicer or the Special Servicer on
behalf of the Trustee as the loss payee, then to the extent such Insurance
Policy provides protection equivalent to the individual policies otherwise
required, the Servicer or the Special Servicer shall conclusively be deemed to
have satisfied its obligation to cause such insurance to be maintained on the
related Mortgage Properties and REO Properties. In the event the Servicer or the
Special Servicer shall cause any Mortgaged Property or REO Property to be
covered by such master single interest insurance policy, the incremental costs
of such insurance applicable to such Mortgaged Property or REO Property (i.e.,
other than any minimum or standby premium payable for such policy whether or not
any Mortgaged Property or REO Property is covered thereby) shall be paid by the
Servicer as a Servicing Advance. Such master single interest policy may contain
a deductible clause, in which case the Servicer or the Special Servicer shall,
in the event that there shall not have been maintained on the related Mortgaged
Property or REO Property a policy otherwise complying with the provisions of
Section 3.07(a), and there shall have been one or more losses which would have
been covered by such policy had it been maintained, deposit into the Certificate
Account from its own funds the amount not otherwise payable under the master
single interest policy because of such deductible clause, to the extent that any
such deductible exceeds the deductible limitation that pertained to the related
Mortgage Loan, or, in the absence of any such deductible limitation, the
deductible limitation which is consistent with the Servicing Standard.
(c) Each of the Servicer and the Special Servicer shall obtain and maintain
at its own expense and keep in full force and effect throughout the term of this
Agreement a blanket fidelity bond and an errors and omissions Insurance Policy
with a Qualified Insurer covering the Servicer's and the Special Servicer's, as
applicable, officers and employees and other persons acting on behalf of the
Servicer and the Special Servicer in connection with its activities under this
Agreement with a deductible clause that in no event exceeds the greater of (i)
$100,000 or (ii) 5% of the face amount of the fidelity bond or errors and
omission policy as the case may be. The Servicer or the Special Servicer, as
applicable, shall cause the Trustee, on behalf of the Trust, to be named as a
loss payee on each such fidelity bond and errors and omissions policy.
Notwithstanding the foregoing, so long as the long term debt or the deposit
obligations or claims-paying ability of the Servicer (or its immediate or remote
parent) is rated at least "A" by S&P and "A2" by Moody's, the Servicer shall be
allowed to provide self-insurance with respect to a fidelity bond. The amount of
coverage shall be at least equal to the coverage that would be required by FNMA
or FHLMC, whichever is greater, with respect to the Servicer or the Special
Servicer if the Servicer or the Special Servicer, as applicable, were servicing
and administering the Mortgage Loans or Specially Serviced Mortgage Loans, as
applicable, for FNMA or FHLMC. Coverage of the Servicer or the Special Servicer
under a policy or bond obtained by an Affiliate of the Servicer or the Special
Servicer and providing the coverage required by this Section 3.07(c) shall
satisfy the requirements of this Section 3.07(c). The Special Servicer and the
Servicer will promptly report in writing to the Trustee any material changes
that may occur in their respective fidelity bonds, if any, and/or their
respective errors and omissions Insurance Policies, as the case may be, and will
furnish to the Trustee copies of all binders and policies or certificates
evidencing that such bonds, if any, and insurance policies are in full force and
effect.
(d) During all such times as any Mortgaged Property shall be in a federally
designated special flood hazard area (and such flood insurance has been made
available), the Servicer will use its reasonable best efforts to cause the
related Mortgagor (in accordance with applicable law and the terms of the
Mortgage Loan documents) to maintain, and, if the related Mortgagor shall
default in its obligation to so maintain, shall itself maintain to the extent
available at commercially reasonable rates (as determined by the Servicer in
accordance with the Servicing Standards), flood insurance in respect thereof,
but only to the extent the related Mortgage Loan permits the mortgagee to
require such coverage and the maintenance of such coverage is consistent with
the Servicing Standards. Such flood insurance shall be in an amount equal to the
lesser of (i) the unpaid principal balance of the related Mortgage Loan, and
(ii) the maximum amount of insurance which is available under the 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.
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.
(e) Notwithstanding the foregoing, the Special Servicer shall not waive any
rights under a "due-on-encumbrance" clause with respect to any Mortgage Loan, or
under any "due-on-sale" clause with respect to any of the Mortgage Loans set
forth on Schedule 5 hereto unless it obtains from each Rating Agency 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.
(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 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 performed by an Independent Person who regularly
conducts Environmental Assessments, that:
(i) the Mortgaged Property is in compliance with applicable
environmental laws and regulations or, if not, that taking such actions
as are necessary to bring the Mortgaged Property in compliance
therewith is reasonably likely to produce a greater recovery on a
present value basis than not taking such actions; and
(ii) there are no circumstances or conditions present at the
Mortgaged Property relating to the use, management or disposal of
Hazardous Materials for which investigation, testing, monitoring,
containment, clean-up or remediation could be required under any
applicable environmental laws and regulations or, if such circumstances
or conditions are present for which any such action could be required,
that taking such actions with respect to such Mortgaged Property is
reasonably likely to produce a greater recovery on a present value
basis than not taking such actions.
The cost of any such Environmental Assessment shall be paid by the Servicer
as a Servicing Advance as 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 Certificateholders and each Rating Agency promptly following
the receipt thereof. In addition, the Servicer will deliver, or cause to be
delivered to the Class F, Class G, Class H, Class I and Class J
Certificateholders a copy of any such written reports and any Environmental
Assessments within 15 days after receipt of such written reports and
Environmental Assessments from the Special Servicer.
(f) The Servicer shall report to the Internal Revenue Service and the
related Mortgagor, in the manner required by applicable law, the information
required to be reported regarding any Mortgaged Property which is abandoned or
foreclosed and the Servicer shall report, via Form 1099C, all forgiveness of
indebtedness. The Special Servicer shall provide the Servicer with such
information or reports that the Servicer deems necessary to fulfill its
obligations under this paragraph (f) promptly upon the Servicer's request
therefor. The Servicer shall deliver a copy of any such report to the Trustee
and the Special Servicer.
(g) The Special Servicer shall have the right to determine, in accordance
with the Servicing Standards, the advisability of the maintenance of an action
to obtain a deficiency judgment if the state in which the Mortgaged Property is
located and the terms of the Mortgage Loan permit such an action.
(h) The Special Servicer shall maintain accurate records, prepared by one
of its Servicing Officers, of each Final Recovery Determination in respect of a
Defaulted Mortgage Loan or REO Property and the basis thereof. Each Final
Recovery Determination shall be evidenced by an Officer's Certificate delivered
to the Trustee and the Servicer no later than the next succeeding P&I Advance
Determination Date.
SECTION 3.10. Trustee to Cooperate; Release of Mortgage Files.
(a) Upon the payment in full of any Mortgage Loan, or the receipt by the
Servicer or the Special Servicer, as the case may be, of a notification that
payment in full shall be escrowed in a manner customary for such purposes, the
Servicer or Special Servicer, as the case may be, will immediately notify the
Trustee and request delivery of the related Mortgage File. Any such notice and
request shall be in the form of a Request for Release signed by a Servicing
Officer and shall include a statement to the effect that all amounts received or
to be received in connection with such payment which are required to be
deposited in the Certificate Account pursuant to Section 3.04(a) or remitted to
the Servicer to enable such deposit, have been or will be so deposited. Within
seven Business Days (or within such shorter period as release can reasonably be
accomplished if the Servicer notifies the Trustee of an exigency) of receipt of
such notice and request, the Trustee shall release, or cause any related
Custodian to release, the related Mortgage File to the Servicer or Special
Servicer, as the case may be. No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the
Certificate Account.
(b) From time to time as is appropriate for servicing or foreclosure of any
Mortgage Loan, the Servicer or the Special Servicer shall deliver 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 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. The Servicer shall pay,
from its own funds, the annual fees of each Rating Agency.
Additional servicing compensation in the form of one-quarter 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 and the Distribution Accounts in accordance with Section
3.06(b) (but only to the extent of the Net Investment Earnings, if any, with
respect to each such account for each period from any Distribution Date to the
immediately succeeding P&I Advance Date); and (iii) interest earned on deposits
in the Servicing Account which are not required by applicable law or the related
Mortgage Loan to be paid to the Mortgagor. The Servicer shall be required to pay
out of its own funds all expenses incurred by it in connection with its
servicing activities hereunder (including, without limitation, payment of any
amounts due and owing to any of its Sub-Servicers and the premiums for any
blanket Insurance Policy insuring against hazard losses pursuant to Section
3.07), if and to the extent such expenses are not payable directly out of the
Certificate Account, and the Servicer shall not be entitled to reimbursement
therefor except as expressly provided in this Agreement.
(b) As compensation for its activities hereunder, the Special Servicer
shall be entitled to receive the 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 three-quarters of all
assumption and modification fees and all extension fees received on or with
respect to any Mortgage Loan and all modification, assumption and extension fees
received on Specially Serviced Mortgage Loans, but only to the extent actually
collected from the related Mortgagor and only to the extent that all amounts
then due and payable with respect to the related Mortgage Loan (including those
payable to the Servicer pursuant to Section 3.11(a)) have been paid, shall be
promptly paid to the Special Servicer by the Servicer and shall not be required
to be deposited in the Certificate Account pursuant to Section 3.04(a). The
Special Servicer shall also be entitled to additional servicing compensation in
the form of a Workout Fee with respect to each Corrected Mortgage Loan at the
Workout Fee Rate on such Mortgage Loan for so long as it remains a Corrected
Mortgage Loan. The Workout Fee with respect to any Corrected Mortgage Loan will
cease to be payable if such loan again becomes a Specially Serviced Mortgage
Loan; provided that a new Workout Fee will become payable if and when such
Mortgage Loan again becomes a Corrected Mortgage Loan. If the Special Servicer
is terminated (other than for cause or by resignation), it shall retain the
right to receive any and all Workout Fees payable with respect to Mortgage Loans
that became Corrected Mortgage Loans during the period that it acted as Special
Servicer and were Corrected Mortgage Loans at the time of such termination (and
the successor Special Servicer shall not be entitled to any portion of such
Workout Fees), in each case until the Workout Fee for any such loan ceases to be
payable in accordance with the terms hereof. A Liquidation Fee will be payable
with respect to each Specially Serviced Mortgage Loan as to which the Special
Servicer receives any Liquidation Proceeds subject to the exceptions set forth
in the definition of Liquidation Fee. Notwithstanding anything to the contrary
described above, no Liquidation Fee will be payable based on, or out of,
Liquidation Proceeds received in connection with the repurchase of any Mortgage
Loan by the Mortgage Loan Seller for a breach of representation or warranty or
for defective or deficient Mortgage Loan documentation, the purchase of any
Specially Serviced Mortgage Loan by the Servicer or the Special Servicer or the
purchase of all of the Mortgage Loans and REO Properties in connection with an
optional termination of the Trust Fund pursuant to Section 9.01. If, however,
Liquidation Proceeds are received with respect to any Corrected Mortgage Loan
and the Special Servicer is properly entitled to a Workout Fee, such Workout Fee
will be payable based on and out of the portion of such Liquidation Proceeds
that constitute principal and/or interest on such Mortgage Loan. The Special
Servicer will also be entitled to additional fees in the form of Penalty Charges
on Specially Serviced Mortgage Loans (but only to the extent actually collected
from the related Mortgagor and to the extent that all amounts then due and
payable with respect to the related Mortgage Loan (including interest on
Advances) have been paid 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 1998; provided, however, that if the Servicer
has a reasonable basis to believe that (i) the Debt Service Coverage Ratio with
respect to any Mortgaged Property has decreased by 25% or more from the Debt
Service Coverage Ratio as of the Cut-off Date 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, the Paying Agent, each Rating Agency, the Underwriters, the
Placement Agents and each Holder of a Class F, Class G, Class H, Class I and
Class J Certificate, within 30 days of its preparation, and in any event, within
45 days of the inspection.
(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 Trustee, the Paying Agent, the Rating Agencies, the
Underwriters, the Placement Agents, the Special Servicer and each Holder of a
Class F, Class G, Class H and Class I Certificate, via diskette or other
electronic transmission and by written report to follow, in each case (other
than quarterly operating statements received by the Servicer, which will be
provided to the Rating Agencies and the Directing Certificateholder, and
otherwise, only upon request (which such request may state that such operating
statements be delivered until further notice)) within 30 days of its receipt or
preparation, as applicable, but in no event less frequently than annually by
June 30th of each year.
(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 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 May 30th of each
year, beginning May 30, 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.
Each of the Servicer and the Special Servicer at their own expense shall
cause a nationally recognized firm of independent certified public accountants
to furnish to the Servicer or the Special Servicer, as the case may be, the
Trustee, the Paying Agent and each Rating Agency, on or before April 30th of
each year, commencing with April 30, 1999, a report stating that (i) it has
obtained from the Servicer or the Special Servicer, as the case may be, a letter
of representation regarding certain matters from the management of the Servicer
or the Special Servicer, as the case may be, which includes an assertion that
the Servicer or the Special Servicer, as the case may be, has maintained an
effective internal control system with respect to the servicing of the Mortgage
Loans and has complied with certain minimum mortgage loan servicing standards
(to the extent applicable to commercial, multifamily and mobile home community
mortgage loans), identified in the Uniform Single Attestation Program for
Mortgage Bankers established by the Mortgage Bankers Association of America,
with respect to the Servicer's or the Special Servicer's, as the case may be,
servicing of commercial, multifamily and mobile home community mortgage loans
during the most recently completed calendar year and (ii) on the basis of an
examination conducted by such firm in accordance with standards established by
the American Institute of Certified Public Accountants, such assertion is fairly
stated in all material respects, subject to such exceptions and other
qualifications that, in the opinion of such firm, such standards require it to
report. In rendering its report such firm may rely, as to the matters relating
to the direct servicing of commercial, multifamily and mobile home community
mortgage loans by Sub-Servicers, upon comparable reports of firms of independent
certified public accountants rendered on the basis of examinations conducted in
accordance with the same standards (rendered within 1 year of such statement)
with respect to those Sub-Servicers.
SECTION 3.15. Access to Certain Information.
Each of the Servicer and the Special Servicer shall provide or cause to be
provided to any Certificateholder or Certificate Owner that is, or is affiliated
with, a federally insured financial institution, the Trustee, the Depositor,
each Rating Agency, to the Servicer, or to the Special Servicer, as applicable,
and to the OTS, the FDIC, the Federal Reserve Board and the supervisory agents
and examiners of such boards and such corporations, and any other federal or
state banking or insurance regulatory authority that may exercise authority over
any Certificateholder, and each Holder of a Class F, Class G, Class H, Class I
and Class J Certificate, access to any documentation regarding the Mortgage
Loans and the Trust Fund within its control which may be required by this
Agreement or by applicable law. Such access shall be afforded without charge but
only upon reasonable prior written request and during normal business hours at
the offices of the Servicer or the Special Servicer, as the case may be,
designated by it; provided, however, that the Class F, Class G, Class H, Class I
and Class J Certificateholders shall be required to pay a reasonable and
customary fee for access to the aforementioned information, shall pay their own
photocopying costs and execute a reasonable and customary confidentiality
agreement with respect to such information. Nothing in this Section 3.15 shall
detract from the obligation of the Servicer and the Special Servicer to observe
any applicable law prohibiting disclosure of information with respect to the
Mortgagors, and the failure of the Servicer or the Special Servicer to provide
access as provided in this Section 3.15 as a result of such obligation shall not
constitute a breach of this Section 3.15. The Servicer and the Special Servicer
may each deny any of the foregoing persons access to confidential information or
any intellectual property which the Servicer or the Special Servicer is
restricted by license or contract from disclosing. Notwithstanding the
foregoing, the Servicer and the Special Servicer shall maintain separate from
such confidential information and intellectual property, all documentation
regarding the Mortgage Loans that is not confidential.
SECTION 3.16. Title to REO Property; REO Account.
(a) If title to any REO Property is acquired, the deed or certificate of
sale shall be issued to the Trustee on behalf of the Certificateholders. The
Special Servicer, on behalf of the Trust Fund, shall sell any REO Property 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 1 Business Day after receipt,
all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds
received in respect of an REO Property. Funds in the REO Account may be invested
in Permitted Investments in accordance with Section 3.06. The Special Servicer
shall give notice to the Trustee and the Servicer of the location of the REO
Account when first established and of the new location of the REO Account prior
to any change thereof.
(c) The Special Servicer shall withdraw from the REO Account funds
necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property, but only to the extent of amounts on deposit in
the REO Account relating to such REO Property. On each Determination Date, the
Special Servicer shall withdraw from the REO Account and deposit into the
Certificate Account the aggregate of all amounts received in respect of each REO
Property during the most recently ended Due Period, net of any withdrawals made
out of such amounts pursuant to the preceding sentence; provided, however, that
the Special Servicer may retain in such REO Account, in accordance with the
Servicing Standards, such portion of such balance as may be necessary to
maintain a reasonable reserve for repairs, replacements, leasing, management and
tenant improvements and other related expenses for the related REO Property. In
addition, on each Determination Date, the Special Servicer shall provide the
Servicer with a written accounting of amounts deposited in the Certificate
Account on such date.
(d) The Special Servicer shall keep and maintain separate records, on a
property-by-property basis, for the purpose of accounting for all deposits to,
and withdrawals from, the REO Account pursuant to Section 3.16(b) or (c).
SECTION 3.17. Management of REO Property.
(a) If title to any REO Property is acquired, the Special Servicer shall
manage, conserve, protect, operate and lease such REO Property for the benefit
of the Certificateholders solely for the purpose of its timely disposition and
sale in a manner that does not cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or
result in the receipt by the Trust Fund of any "income from non-permitted
assets" within the meaning of Section 860F(a)(2)(B) of the Code. Subject to the
foregoing, however, the Special Servicer shall have full power and authority to
do any and all things in connection therewith as are in the best interests of
and for the benefit of the Certificateholders (as determined by the Special
Servicer in its good faith and reasonable judgment). 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 the
Business Day 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;
(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.
(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.
(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 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 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, and (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.
(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 best efforts to the extent possible to
cause each Specially Serviced Mortgage Loan to fully amortize prior to the Rated
Final Distribution Date and shall not agree to a modification, waiver or
amendment of any term of any Specially Serviced Mortgage Loan if such
modification, waiver or amendment would:
(i) extend the maturity date of any such Specially Serviced
Mortgage Loan to a date occurring later than the earlier of (a) two
years prior to the Rated Final Distribution Date and (b) if such
Specially Serviced Mortgage Loan is secured by a leasehold estate, the
date occurring ten years prior to the expiration of such leasehold; or
(ii) reduce the 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) 6.56% per annum; or
(iii) provide for the deferral of interest unless (a) interest
accrues thereon, generally, at the related Mortgage Rate and (b) the
aggregate amount of such deferred interest does not exceed 10% of the
unpaid principal balance of the Specially Serviced Mortgage Loan.
(c) Any provision of this Section 3.20 to the contrary notwithstanding, no
fee described in this paragraph shall be collected by any Servicer or Special
Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with
any consent or any modification, waiver or amendment of a Mortgage Loan (unless
the amount thereof is specified in the related Mortgage Note) if the collection
of such fee would cause such consent, modification, waiver or amendment to be a
"significant modification" of the Mortgage Note within the meaning of Treasury
Regulations Section 1.860G-2(b).
(d) Notwithstanding anything to the contrary in this Agreement, the Special
Servicer may agree to any waiver, modification or amendment of a Mortgage Loan
that is not in default or as to which default is not reasonably foreseeable only
to the extent that it would not be a "significant modification" of the Mortgage
Loan within the meaning of Treasury Regulations Section 1.860G-2(b), provided
that the proposed modification, amendment or waiver will not cause (x) 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).
(h) Each of the Servicer and the Special Servicer shall notify the Rating
Agencies, the Trustee, the Paying Agent and each other in writing of any
modification, waiver or amendment of any term of any Mortgage Loan and the date
thereof, and shall deliver to the Trustee or the related Custodian for deposit
in the related Mortgage File, an original counterpart of the agreement relating
to such modification, waiver or amendment, promptly (and in any event within 10
Business Days) following the execution thereof. In addition, the Special
Servicer shall promptly send a copy of such a modification, waiver or amendment
to the Servicer. Within 15 days of the Servicer's delivery of the aforesaid
modification, waiver or amendment to the Trustee or its receipt from the Special
Servicer, as applicable, the Servicer shall forward a copy thereof to each
Holder of a Class F, Class G, Class H, Class I and Class J Certificate.
SECTION 3.21. Transfer of Servicing Between Servicer and Special Servicer;
Record Keeping; Asset Status Report.
(a) Upon determining that a Servicing Transfer Event has occurred with
respect to any Mortgage Loan, the Servicer shall immediately give notice
thereof, and shall deliver the related Mortgage File and Credit File to the
Special Servicer and shall use its best efforts to provide the Special Servicer
with all information, documents and records (including records stored
electronically on computer tapes, magnetic discs and the like) relating to the
Mortgage Loan and reasonably requested by the Special Servicer to enable it to
assume its functions hereunder with respect thereto. The Servicer shall use its
best efforts to comply with the preceding sentence within 5 Business Days of the
occurrence of each related Servicing Transfer Event and in any event shall
continue to act as Servicer and administrator of such Mortgage Loan until the
Special Servicer has commenced the servicing of such Mortgage Loan, which will
commence upon receipt by the Special Servicer of the Mortgage File. The Servicer
shall deliver to the Trustee, the Paying Agent, the Underwriters, the Placement
Agents and to each Holder of a Class F, Class G, Class H, Class I and Class J
Certificate a copy of the notice of such Servicing Transfer Event provided by
the Servicer to the Special Servicer pursuant to this Section.
Upon determining that a Specially Serviced Mortgage Loan (other than an REO
Loan) has become current and has remained current for three consecutive Monthly
Payments (provided no additional Servicing Transfer Event is foreseeable in the
reasonable judgment of the Special Servicer), and that no other Servicing
Transfer Event is continuing with respect thereto, the Special Servicer shall
immediately give notice thereof, and shall return the related Mortgage File and
Credit File to the Servicer (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.
(c) On or before the Business Day immediately preceding 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 100 ("CSSA 100") 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 30 days after a Servicing Transfer Event for a Mortgage
Loan, the Special Servicer shall deliver to each Rating Agency and the Directing
Certificateholder a report (the "Asset Status Report") with respect to such
Mortgage Loan and the related Mortgaged Property. Such Asset Status Report shall
set forth the following information to the extent reasonably determinable:
(i) summary of the status of such Specially Serviced Mortgage
Loan and any negotiations with the related Mortgagor;
(ii) a discussion of the legal and environmental
considerations reasonably known to the Special Servicer, consistent
with the Servicing Standards, that are applicable to the exercise of
remedies as aforesaid and to the enforcement of any related guaranties
or other collateral for the related Mortgage Loan and whether outside
legal counsel has been retained;
(iii) the most current rent roll and income or operating
statement available for the related Mortgaged Property;
(iv) the Special Servicer's recommendations on how such
Specially Serviced Mortgage Loan might be returned to performing status
and returned to the Servicer for regular servicing or otherwise
realized upon;
(v) the Appraised Value of the Mortgaged Property together
with the assumptions used in the calculation thereof; and
(vi) such other information as the Special Servicer deems
relevant in light of the Servicing Standards.
If within 10 Business Days of receiving an Asset Status Report, the
Directing Certificateholder does not disapprove such Asset Status Report in
writing, the Special Servicer shall implement the recommended action as outlined
in such Asset Status Report; provided, however, that the Special Servicer may
not take any action that is contrary to applicable law or the terms of the
applicable Mortgage Loan documents. If the Directing Certificateholder
disapproves such Asset Status Report, the Special Servicer will revise such
Asset Status Report and deliver to the Directing Certificateholder, the Rating
Agencies and the Servicer a new Asset Status Report as soon as practicable, but
in no event later than 30 days after such disapproval. The Special Servicer
shall revise such Asset Status Report as described above in this Section 3.21(e)
until the Directing Certificateholder shall fail to disapprove such revised
Asset Status Report in writing within 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. Upon making such determination, the Special Servicer shall notify the
Paying Agent and the Trustee of such rejection and deliver to the Paying Agent
and the Trustee a proposed notice to Certificateholders which shall include a
copy of the Asset Status Report, and the Paying Agent shall send such notice to
all Certificateholders. If the majority of such Certificateholders, as
determined by Voting Rights, fail, within 5 days of the Paying Agent's sending
such notice, to reject such Asset Status Report, the Special Servicer shall
implement the same. If the Asset Status Report is rejected by the
Certificateholders, the Special Servicer shall revise such Asset Status Report
as described above in this Section 3.21(e). The Paying Agent shall be entitled
to reimbursement from the Trust Fund for the reasonable expenses of providing
such notices.
The Special Servicer shall have the authority to meet with the Mortgagor
for any Specially Serviced Mortgage Loan and take such actions consistent with
the Servicing Standards and the related Asset Status Report. The Special
Servicer shall not take any action inconsistent with the related Asset Status
Report, unless such action would be required in order to act in accordance with
the Servicing Standards.
No direction of the Directing Certificateholder shall (a) require or cause
the Special Servicer to violate the terms of a Specially Serviced Mortgage Loan,
applicable law or any provision of this Agreement, including the Special
Servicer's obligation to act in accordance with the Servicing Standards and to
maintain the REMIC status of each of the Lower-Tier REMIC and the Upper-Tier
REMIC, or (b) result in the imposition of a "prohibited transaction" or
"prohibited contribution" tax under the REMIC Provisions, or (c) expose the
Servicer, the Special Servicer, the Depositor, the Mortgage Loan Seller, the
Trust Fund, the Trustee or their officers, directors, employees or agents to any
claim, suit or liability or (d) materially expand the scope of the Special
Servicer's or the Servicer's responsibilities under this Agreement.
(f) Upon receiving notice of (i) the filing of a case under any present or
future federal or state bankruptcy, insolvency or similar law or the commencing
of any insolvency, readjustment of debt, marshaling of assets and liabilities or
similar proceedings with respect to a Mortgage Loan or the related Mortgagor 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 best efforts to
provide the Special Servicer with all information relating to the Mortgage Loan
and reasonably requested by the Special Servicer to enable it to negotiate with
the related Mortgagor and prepare for any such proceedings. The Servicer shall
use its reasonable best efforts to comply with the preceding sentence within 5
Business Days of the occurrence of each such event, and upon receiving such
documents and information, the Special Servicer shall use its reasonable best
efforts to cause the related Mortgagor to cure any default and/or remedy any
such event, work out or modify the Mortgage Loan consistent with the terms of
this Agreement, and/or prepare for such proceedings. Notwithstanding the
foregoing, the occurrence of any of the above-referenced events shall not in and
of itself be considered a Servicing Transfer Event and, unless a Servicing
Transfer Event has occurred with respect to a related Mortgage Loan, the
Servicer shall continue to act as Servicer and administrator of such Mortgage
Loan and no fees shall be payable to the Special Servicer with respect to such
Mortgage Loan other than any related modification, assumption or extension fees
provided for herein.
SECTION 3.22. Sub-Servicing Agreements.
(a) The Servicer may enter into Sub-Servicing Agreements to provide for the
performance by third parties of any or all of its respective obligations under
Articles III and IV hereof; provided that the Sub-Servicing Agreement: (i) is
consistent with this Agreement in all material respects and requires the
Sub-Servicer to comply with all of the applicable conditions of this Agreement;
(ii) provides that if the Servicer shall for any reason no longer act in such
capacity hereunder (including, without limitation, by reason of an Event of
Default), the Trustee or its designee shall thereupon assume all of the rights
and, except to the extent they arose prior to the date of assumption,
obligations of the Servicer under such agreement, or, alternatively, may act in
accordance with Section 7.02 hereof under the circumstances described therein
(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 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. Except as
otherwise provided herein, the Special Servicer may not enter into Sub-Servicing
Agreements and may not assign any of its servicing obligations hereunder.
(b) Each Sub-Servicer shall be authorized to transact business in the state
or states in which the related Mortgaged Properties it is to service are
situated, if and to the extent required by applicable law.
(c) As part of its servicing activities hereunder, the Servicer, for the
benefit of the Trustee and the Certificateholders, shall (at no expense to the
Trustee, the Certificateholders or the Trust Fund) monitor the performance and
enforce the obligations of each Sub-Servicer under the related Sub-Servicing
Agreement. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Sub-Servicing Agreements in accordance
with their respective terms and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as the
Servicer would require were it the owner of the Mortgage Loans. The Servicer
shall have the right to remove a Sub-Servicer retained by it in accordance with
the terms of the related Sub-Servicing Agreement.
(d) In the event the Trustee or its designee becomes successor Servicer and
assumes the rights and obligations of the Servicer under any Sub-Servicing
Agreement, the Servicer, at its expense, shall deliver to the assuming party all
documents and records relating to such Sub-Servicing Agreement and the Mortgage
Loans then being serviced thereunder and an accounting of amounts collected and
held on behalf of it thereunder, and otherwise use reasonable efforts to effect
the orderly and efficient transfer of the Sub-Servicing Agreement to the
assuming party.
(e) Notwithstanding the provisions of any Sub-Servicing Agreement, the
Servicer represents and warrants that it shall remain obligated and liable to
the Trustee and the Certificateholders for the performance of its obligations
and duties under this Agreement in accordance with the provisions hereof to the
same extent and under the same terms and conditions as if it alone were
servicing and administering the Mortgage Loans for which it is responsible, and
the Servicer shall pay the fees of any Sub-Servicer thereunder from its own
funds. In no event shall the Trust Fund bear any termination fee required to be
paid to any Sub-Servicer as a result of such Sub-Servicer's termination under
any Sub-Servicing Agreement.
(f) The Trustee shall furnish to any Sub-Servicer any powers of attorney
and other documents necessary or appropriate to enable such Sub-Servicer to
carry out its servicing and administrative duties under any Sub-Servicing
Agreement; provided, however, that the Trustee shall not be held liable for any
negligence, 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.
(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 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 and Warranties of the Servicer.
(a) The Servicer hereby represents and warrants to the Trustee, for its own
benefit and the benefit of the Certificateholders, and to the Depositor and the
Special Servicer, as of the Closing Date, that:
(i) The Servicer is a banking corporation duly organized,
validly existing and in good standing under the laws of the State of
New York, and the Servicer is in compliance with the laws of each State
in which any Mortgaged Property is located to the extent necessary to
perform its obligations under this Agreement;
(ii) The execution and delivery of this Agreement by the
Servicer, and the performance and compliance with the terms of this
Agreement by the Servicer, will not violate the Servicer's charter and
by-laws or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other instrument to which it
is a party or which is applicable to it or any of its assets, or result
in the violation of any law, rule, regulation, order, judgment or
decree to which the Servicer or its property is subject;
(iii) This Agreement, assuming due authorization, execution
and delivery by the Trustee and the Depositor, constitutes a valid,
legal and binding obligation of the Servicer, enforceable against the
Servicer in accordance with the terms hereof, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally, and general
principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law;
(iv) The Servicer is not in default with respect to any law,
any order or decree of any court, or any order, regulation or demand of
any federal, state, municipal or governmental agency, which default
might have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Servicer or its
properties or might have consequences that would materially and
adversely affect its ability to perform its duties and obligations
hereunder;
(v) No litigation is pending or, to the best of the Servicer's
knowledge, threatened against the Servicer which would prohibit the
Servicer from entering into this Agreement or, in the Servicer's good
faith and reasonable judgment, is likely to materially and adversely
affect either the ability of the Servicer to perform its obligations
under this Agreement or the financial condition of the Servicer;
(vi) The Servicer will examine each Sub-Servicing Agreement
and will be familiar with the terms thereof. Any Sub-Servicing
Agreements will comply with the provisions of Section 3.22;
(vii) No consent, approval, authorization or order of any
court or governmental agency or body is required for the execution,
delivery and performance by the Servicer, or compliance by the Servicer
with, this Agreement or the consummation of the transactions
contemplated by this Agreement, except for any consent, approval,
authorization or order which has not been obtained or cannot be
obtained prior to the actual performance by the Servicer of its
obligations under this Agreement, and which, if not obtained would not
have a materially adverse effect on the ability of the Servicer to
perform its obligations hereunder; and
(viii) The Servicer has full power and authority to enter into
and consummate all transactions contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this
Agreement, and has duly executed and delivered this Agreement.
(b) The representations and warranties set forth in paragraph (a) above
shall survive the execution and delivery of the Agreement. The Servicer shall
indemnify the Trustee and the Trust Fund and hold each of them harmless against
any losses, damages, penalties, fines, forfeitures, and legal fees and related
costs, judgments, and other costs and expenses resulting from any claim, demand,
defense or assertion arising from, or resulting from a material breach of the
Servicer's representations and warranties contained in paragraph (a) above. Such
indemnification shall survive any termination or resignation of the Servicer,
and any termination of the Agreement.
SECTION 3.24. Representations and Warranties of the Special Servicer.
(a) The Special Servicer hereby represents and warrants to the Trustee, for
its own benefit and the benefit of the Certificateholders, and to the Depositor
and the Servicer, as of the Closing Date, that:
(i) The Special Servicer is a limited partnership duly
organized, validly existing and in good standing under the laws of the
State of Maryland, and the Special Servicer is in compliance with the
laws of each State in which any Mortgaged Property is located to the
extent necessary to perform its obligations under this Agreement;
(ii) The execution and delivery of this Agreement by the
Special Servicer, and the performance and compliance with the terms of
this Agreement by the Special Servicer, will not violate the Special
Servicer's partnership agreement or constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a
default) under, or result in the breach of, any material agreement or
other instrument to which it is a party or which is applicable to it or
any of its assets, or result in the violation of any law, rule,
regulation, order, judgment or decree which the Special Servicer or its
property is subject;
(iii) The Special Servicer has the full power and authority to
enter into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance
of this Agreement, and has duly executed and delivered this Agreement;
(iv) This Agreement, assuming due authorization, execution and
delivery by each of the other parties hereto, constitutes a valid,
legal and binding obligation of the Special Servicer, enforceable
against the Special Servicer in accordance with the terms hereof,
subject to (A) applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors'
rights generally and (B) general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at
law;
(v) The Special Servicer is not in violation of, and its
execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a
violation of, any law, any order or decree of any court or arbiter, or
any order, regulation or demand of any federal, state or local
governmental or regulatory authority, which violation, in the Special
Servicer's good faith and reasonable judgment, is likely to affect
materially and adversely either the ability of the Special Servicer to
perform its obligations under this Agreement or the financial condition
of the Special Servicer;
(vi) No litigation is pending or, to the best of the Special
Servicer's knowledge, threatened against the Special Servicer which
would prohibit the Special Servicer from entering into this Agreement
or, in the Special Servicer's good faith and reasonable judgment is
likely to materially and adversely affect either the ability of the
Special Servicer to perform its obligations under this Agreement or the
financial condition of the Special Servicer;
(vii) Each officer, director or employee of the Special
Servicer that has or, following the occurrence of a Servicing Transfer
Event, would have responsibilities concerning the servicing and
administration of Mortgage Loans is covered by errors and omissions
insurance in the amounts and with the coverage required by Section
3.07(c). Neither the Special Servicer nor any of its officers,
directors or employees that is or, following the occurrence of a
Servicing Transfer Event, would be involved in the servicing or
administration of Mortgage Loans has been refused such coverage or
insurance; and
(viii) No consent, approval, authorization or order of any
court or governmental agency or body is required for the execution,
delivery and performance by the Special Servicer, or compliance by the
Special Servicer with, this Agreement or the consummation of the
transactions contemplated by this Agreement, except for any consent,
approval, authorization or order which has not been obtained or cannot
be obtained prior to the actual performance by the Special Servicer of
its obligations under this Agreement, and which, if not obtained would
not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.
(b) The representations and warranties set forth in paragraph (a) above
shall survive the execution and delivery of the Agreement. The Special Servicer
shall indemnify the Trustee the Trust Fund and hold them harmless against any
losses, damages, penalties, fines, forfeitures, legal fees and related costs,
judgments and other costs and expenses resulting from any claim, demand, defense
or assertion based on or grounded upon, or resulting from a material breach of
the Special Servicer's representations and warranties contained in paragraph (a)
above. Such indemnification shall survive any termination or resignation of the
Special Servicer, and any termination of the Agreement.
SECTION 3.25. 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 3.26. Confidential Information.
With respect to the Mortgage Loan identified as Loan ID number 3 on the
Mortgage Loan Schedule, the Servicer, the Special Servicer and the Trustee
shall:
(a) not disclose, without the prior consent of the Confidential Party (as
defined in the related Mortgage Loan Documents), which may be given or denied in
its sole and absolute discretion, the name or the holdings of any holder of a
direct or indirect ownership interest ("Interest Holders") in the Confidential
Party, which is a member of the related Mortgagor under such Mortgage Loan, or
any financial statements or detailed financial information regarding the
Interest Holders, or any description of the foregoing of any sort (collectively,
the "Restricted Information"); provided, however, that the ownership of the
Confidential Party (including, without limitation, the identities of the
Interest Holders) may be disclosed, as it may be determined necessary by the
Servicer, the Special Servicer or the Trustee, as applicable, to S&P and Moody's
and the investors (the "Investors") who have purchased, or committed to
purchase, the Class F, Class G, Class H, Class I and Class J Certificates and/or
the lowest rated Classes of Certificates outstanding on any date; provided
further, that such restrictions shall not apply to such portions of the
Restricted Information, which (i) are or become available and known to the
public other than as a result of a disclosure directly or indirectly by the
Servicer, the Special Servicer, the Trustee, S&P, Moody's or the Investors, (ii)
become lawfully available to the Servicer, the Special Servicer or the Trustee
on a non-confidential basis from a source other than the related Mortgagor, the
Confidential Party or their affiliates, (iii) were lawfully known to the
Servicer, the Special Servicer or the Trustee on a non-confidential basis prior
to its disclosure to the Servicer, the Special Servicer or the Trustee by the
related Mortgagor, the Confidential Party or their affiliates or (iv) are
required to be disclosed by a court order or by order of any government or
administrative tribunal having jurisdiction over the parties hereto; and
(b) (i) notify S&P, Moody's and the Investors as to the confidential nature
of such disclosed information, (ii) request that S&P, Moody's and the Investors
treat such disclosed information with the level of confidentiality required of
the Servicer, the Special Servicer and the Trustee in connection with this
Section 3.26, and (iii) promptly notify the Confidential Party and related
Mortgagor as to the names of the Investors receiving such disclosed information.
[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-1 and
Class A-2 Certificates have been reduced to zero, to the Holders of the
Class B Certificates, in reduction of the Certificate Balance thereof,
an amount equal to the Principal Distribution Amount (or the portion
thereof remaining after any distributions in respect of the Class A
Certificates on such Distribution Date), until the outstanding
Certificate Balance of the Class B Certificates has been reduced to
zero;
(vi) sixth, to the Holders of the Class B Certificates, until
all amounts of Collateral Support Deficit previously allocated to the
Class B Certificates, but not previously reimbursed, have been
reimbursed in full;
(vii) seventh, to the Holders of the Class C Certificates, in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(viii) eighth, after the Certificate Balances of the Class
A-1, Class A-2 and Class B Certificates have been reduced to zero, to
the Holders of the Class C Certificates, in reduction of the
Certificate Balance thereof, an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any
distributions in respect of the Class A and Class B Certificates on
such Distribution Date), until the outstanding Certificate Balance of
the Class C Certificates has been reduced to zero;
(ix) ninth, to the Holders of the Class C Certificates, until
all amounts of Collateral Support Deficit previously allocated to the
Class C Certificates, but not previously reimbursed, have been
reimbursed in full;
(x) tenth, to the Holders of the Class D Certificates, in
respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xi) eleventh, after the Certificate Balances of the Class
A-1, Class A-2, Class B and Class C Certificates have been reduced to
zero, to the Holders of the Class D Certificates, in reduction of the
Certificate Balance thereof, an amount equal to the Principal
Distribution Amount (or the portion thereof remaining after any
distributions in respect of the Class A, Class B and Class C
Certificates on such Distribution Date), until the outstanding
Certificate Balance of the Class D Certificates has been reduced to
zero;
(xii) twelfth, to the Holders of the Class D Certificates,
until all amounts of Collateral Support Deficit previously allocated to
the Class D Certificates, but not previously reimbursed, have been
reimbursed in full;
(xiii) thirteenth, to the Holders of the Class E Certificates,
in respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xiv) fourteenth, after the Certificate Balances of the Class
A-1, Class A-2, Class B, Class C and Class D Certificates have been
reduced to zero, to the Holders of the Class E Certificates, in
reduction of the Certificate Balance thereof, an amount equal to the
Principal Distribution Amount (or the portion thereof remaining after
any distributions in respect of the Class A, Class B, Class C and Class
D Certificates on such Distribution Date), until the outstanding
Certificate Balance of the Class E Certificates has been reduced to
zero;
(xv) fifteenth, to the Holders of the Class E Certificates,
until all amounts of Collateral Support Deficit previously allocated to
the Class E Certificates, but not previously reimbursed, have been
reimbursed in full;
(xvi) sixteenth, to the Holders of the Class F Certificates,
in respect of interest, up to an amount equal to the aggregate Interest
Distribution Amount in respect of such Class of Certificates for such
Distribution Date;
(xvii) seventeenth, after the Certificate Balances of the
Class A-1, Class A-2, Class B, Class C, Class D and Class E
Certificates have been reduced to zero, to the Holders of the Class F
Certificates, in reduction of the Certificate Balance thereof, an
amount equal to the Principal Distribution Amount (or the portion
thereof remaining after any distributions in respect of the Class A,
Class 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-1, Class A-2, Class B, Class C, Class D, Class E and Class F
Certificates have been reduced to zero, to the Holders of the Class G
Certificates, in reduction of the Certificate Balance thereof, an
amount equal to the Principal Distribution Amount (or the portion
thereof remaining after any distributions in respect of the Class A,
Class 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-1, Class A-2, Class B, Class C, Class D, Class E, Class F and
Class G Certificates have been reduced to zero, to the Holders of the
Class H Certificates, in reduction of the Certificate Balance thereof,
an amount equal to the Principal Distribution Amount (or the portion
thereof remaining after any distributions in respect of the Class A,
Class 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-1, Class A-2, 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-1, Class A-2, 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
(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-1, Class A-2, Class B, Class C, Class D and Class E Certificates have each
been reduced to zero, the Paying Agent shall withdraw any amounts on deposit in
the Upper-Tier Distribution Account that represent Prepayment Premiums 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) 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-1,
Class A-2, Class B, Class C, Class D and Class E Certificates have each been
reduced to zero, the Paying Agent shall withdraw any amounts on deposit in the
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-1, Class
A-2, Class B, Class C, Class D and Class E Certificates to zero, the Paying
Agent shall distribute 100% of any Yield Maintenance Charges and Prepayment
Premiums actually received during the related Due Period with respect to such
Mortgage Loans 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 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 Agents 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 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.
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 Agents, 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 "Distribution Date
Statement") setting forth:
(i) the amount of the distribution on such Distribution Date to
the Holders of such Class of Certificates in reduction of the
Certificate Balance thereof;
(ii) the amount of the distribution on such Distribution Date
to the Holders of such Class of Certificates allocable to
Distributable Certificate Interest;
(iii) the aggregate amount of Advances made during the period
from but not including the previous Distribution Date to and including
such Distribution Date;
(iv) the aggregate amount of compensation paid to the Trustee
and servicing compensation paid to the Servicer and the Special
Servicer during the Due Period for such Distribution Date;
(v) the aggregate Stated Principal Balance of the Mortgage
Loans and any REO Loans outstanding immediately before and immediately
after such Distribution Date;
(vi) the number 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 and (B) Yield Maintenance Charges;
(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;
(xv) the Certificate Factor for each Class of Regular
Certificates immediately following such Distribution Date;
(xvi) the amount of any Appraisal Reductions effected in
connection with such Distribution Date on a loan-by-loan basis, the
total Appraisal Reduction effected in connection with such
Distribution Date 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 CRIIMI MAE Inc.) and
to any other party that the Depositor may designate, a copy of the Distribution
Date Statement forwarded to the Holders of the Regular Certificates on such
Distribution Date.
(b) With respect to each Distribution Date, the Servicer shall furnish to
the Paying Agent, Trustee, the Depositor, the Special Servicer and each Rating
Agency an accurate and complete Collection Report no later than the Business Day
immediately following the related P&I Advance Determination 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 such format(s) as the Servicer,
the Paying Agent and the Trustee may agree. None of the Paying Agent, the
Trustee or the Depositor shall have any obligation to recompute, verify or
recalculate the information provided thereto by the Servicer in the Collection
Report. Unless the Paying Agent has actual knowledge that any Collection Report
contains erroneous information, the Paying Agent is authorized to rely thereon
in calculating and making distributions to Certificateholders in accordance with
Section 4.01, preparing the statements to Certificateholders required by Section
4.02(a) and allocating Collateral Support Deficit to the Certificates in
accordance with Section 4.04.
(c) As soon as reasonably practicable, upon the written request of any
Certificateholder, the Servicer shall provide the requesting Certificateholder
with such information that is in the Servicer's possession or can reasonably be
obtained by the 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 Servicer shall provide a financial market publisher (which shall
initially be Bloomberg, L.P.) certain current information with respect to the
Mortgaged Properties as set forth on Schedule I hereto.
(d) The Paying Agent shall file with the Commission, in respect of the
Trust Fund, 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 Distribution Date Statements
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). In the event that the Depositor determines that
electronic filing through the EDGAR System is required for any reports, the
Depositor may either (x) request that the Paying Agent process such filing or
(y) cause the filing to be processed by the Depositor or its designee upon
receipt from the Paying Agent of the reports, documents and other information
described above. Notwithstanding the foregoing, the Depositor shall file with
the Commission, within fifteen days after the Closing Date, a Current Report on
Form 8-K together with this Agreement.
SECTION 4.03. P&I Advances.
(a) On or before 12:30 p.m., New York City time, on each P&I Advance Date,
the Servicer shall either (i) deposit into the Distribution Account from its own
funds an amount equal to the aggregate amount of P&I Advances, if any, to be
made in respect of the related Distribution Date, (ii) apply amounts held in the
Certificate Account for future distribution to Certificateholders in subsequent
months in discharge of any such obligation to make P&I Advances or (iii) make
P&I Advances in the form of any combination of (i) and (ii) aggregating the
total amount of P&I Advances to be made. Any amounts held in the Certificate
Account for future distribution and so used to make P&I Advances shall be
appropriately reflected in the Servicer's records and replaced by the Servicer
by deposit in the Certificate Account on or before the next succeeding P&I
Advance Determination Date (to the extent not previously replaced through the
deposit of Late Collections of the delinquent principal and/or interest in
respect of which such P&I Advances were made). The Servicer shall notify the
Trustee 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, an Event of Default as
set forth in clause (a)(i) of Section 7.01 shall occur and the Trustee shall
make such P&I Advance pursuant to Section 7.05 by 10:00 a.m., New York City
time, on the immediately succeeding Business Day. In the event that the Servicer
fails to make a required P&I Advance hereunder, the Paying Agent shall notify
the Trustee 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.
(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 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 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.
[End of Article IV]
<PAGE>
ARTICLE V
THE CERTIFICATES
SECTION 5.01. The Certificates.
(a) The Certificates will be substantially in the respective forms annexed
hereto as Exhibits A-1 through and including A-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 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 resigns or is removed as Servicer in accordance with the terms
hereof, The Chase Manhattan Bank shall be entitled to immediately resign as
Authenticating Agent by giving written notice thereof to the Trustee and the
Servicer. If The Chase Manhattan Bank is removed as Servicer pursuant to an
Event of Default described in Section 7.01(a)(v), (vi) or (vii), 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.
(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 Servicer
resigns or is removed in accordance with the terms hereof, and The Chase
Manhattan Bank resigns as Certificate Registrar, the Trustee shall immediately
succeed to its predecessor's duties as Certificate Registrar. If The Chase
Manhattan Bank is removed as Servicer pursuant to an Event of Default described
in Section 7.01(a)(v), (vi) or (vii), then The Chase Manhattan Bank shall be
terminated as Certificate Registrar and, with respect to its duties as
Certificate Registrar, shall immediately be succeeded by the Trustee. The
Depositor, the Trustee, the Paying Agent, the Servicer and the Special Servicer
shall have the right to inspect the Certificate Register or to obtain a copy
thereof at all reasonable times, and to rely conclusively upon a certificate of
the Certificate Registrar as to the information set forth in the Certificate
Register. The names and addresses of all Certificateholders and the names and
addresses of the transferees of any Certificates shall be registered in the
Certificate Register; provided, however, in no event shall the Certificate
Registrar be required to maintain in the Certificate Register the names of
Certificate Owners. The Person in whose name any Certificate is so registered
shall be deemed and treated as the sole owner and Holder thereof for all
purposes of this Agreement and the Certificate Registrar, the Servicer, the
Trustee, the Paying Agent, the Special Servicer and any agent of any of them
shall not be affected by any notice or knowledge to the contrary. A Definitive
Certificate is transferable or exchangeable only upon the surrender of such
Certificate to the Certificate Registrar at its office maintained at 450 West
33rd Street, New York, New York 10001 or at the Corporate Trust Office, if the
Trustee is the Certificate Registrar (the "Registrar Office") together with an
assignment and transfer (executed by the Holder or his duly authorized
attorney). Subject to the requirements of Sections 5.02(b), (c) and (d), the
Certificate Registrar shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or
more new Certificates in Denominations of a like aggregate Denomination as the
Definitive Certificate being surrendered. Such Certificates shall be delivered
by the Certificate Registrar in accordance with Section 5.02(e). Each
Certificate surrendered for registration of transfer shall be canceled, and the
Certificate Registrar shall hold such canceled Certificates in accordance with
its standard procedures.
(b) No transfer of any Non-Registered Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such
registration or qualification. If a transfer (other than one by the Depositor to
an Affiliate thereof) is to be made in reliance upon an exemption from the
Securities Act, and under the applicable state securities laws, then either: (i)
the Certificate Registrar shall require that the transferee deliver to the
Certificate Registrar an investment representation letter (the "Investment
Representation Letter") substantially in the form of Exhibit C attached hereto,
which Investment Representation Letter shall certify, among other things, that
the transferee is an institutional "accredited investor" as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (an
"Institutional Accredited Investor") or a "qualified institutional buyer" as
defined in Rule 144A under the Securities Act (a "Qualified Institutional
Buyer"), and the Certificate Registrar may also require that the transferee
deliver to the Certificate Registrar an Opinion of Counsel if such transferee is
not a Qualified Institutional Buyer or (ii) if the certifications described in
the preceding clause (i) cannot be provided, (a) the Certificate Registrar shall
require an Opinion of Counsel reasonably satisfactory to the Certificate
Registrar and the Depositor that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from
registration or qualification under the Securities Act, applicable state
securities laws and other relevant laws, which Opinion of Counsel shall not be
an expense of the Trust Fund, the Certificate Registrar, the Depositor or the
Trustee and (b) the Certificate Registrar shall require the transferor to
execute a certification in form and substance satisfactory to the Certificate
Registrar setting forth the facts surrounding such transfer; provided, however,
that a transfer of a Non-Registered Certificate of any such Class may be made to
a trust if the transferor provides to the Certificate Registrar and to the
Trustee a certification that interests in such trust may only be transferred
subject to requirements substantially to the effect set forth in this Section
5.02. The Servicer will furnish, or cause to be furnished, upon the request of
any Holder of Non-Registered Certificates, to a prospective purchaser of such
Non-Registered Certificates who is a Qualified Institutional Buyer, such
information as is specified in paragraph (d)(4) of Rule 144A with respect to the
Trust Fund, unless, at the time of such request, the entity with respect to
which such information is to be provided is subject to the reporting
requirements of Section 15(d) of the Exchange Act. None of the Depositor, the
Trustee, the Servicer or the Certificate Registrar is obligated to register or
qualify any Class of Non-Registered Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under this
Agreement to permit the transfer of any Non-Registered Certificate without
registration or qualification. Any Holder of a Non-Registered Certificate
desiring to effect such a transfer shall, and does hereby agree to, indemnify
the Depositor, the Trustee, the Servicer and the Certificate Registrar against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws. Unless the Certificate Registrar
determines otherwise in accordance with applicable law and the rules and
procedures of, or applicable to, the Depository (the "Depository Rules"),
transfers of a beneficial interest in a Book-Entry Certificate representing an
interest in a Non-Registered Certificate that is not rated in one of the top
four categories by a nationally recognized statistical rating organization to
(i) an Institutional Accredited Investor will require delivery in the form of a
Definitive Certificate and the Certificate Registrar shall register such
transfer only upon compliance with the foregoing provisions of this Section
5.02(b) or (ii) a Qualified Institutional Buyer may only be effectuated by means
of an "SRO Rule 144A System" approved for such purpose by the Commission.
<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 CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN
TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT
REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED
INSTITUTIONAL BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY
ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE
IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
144A.
(c) With respect to the Subordinate Certificates, no sale, transfer,
pledge or other disposition by any Holder of any such Certificate shall be
made unless the Certificate Registrar shall have received either (i) a
representation letter from the proposed purchaser or transferee of such
Certificate substantially in the form of Exhibit G attached hereto, to the
effect that such proposed purchaser or transferee is not (a) an employee
benefit plan subject to the fiduciary responsibility provisions of ERISA or
Section 4975 of the Code, or a governmental plan (as defined in Section
3(32) of ERISA) subject to any federal, state or local law ("Similar Law")
which is, to a material extent, similar to the foregoing provisions of
ERISA or the Code (each a "Plan") or (b) a person acting on behalf of or
using the assets of any such Plan (including an entity whose underlying
assets include Plan assets by reason of investment in the entity by such
Plan and the application of Department of Labor Regulation ss. 2510.3-101),
other than an insurance company using the assets of its general account
under circumstances whereby the purchase and holding of such Certificates
by such insurance company would be exempt from the prohibited transaction
provisions of ERISA and the Code under Prohibited Transaction Class
Exemption 95-60 or (ii) if such Certificate is presented for registration
in the name of a purchaser or transferee that is any of the foregoing, an
Opinion of Counsel in form and substance satisfactory to the Certificate
Registrar and the Depositor to the effect that the acquisition and holding
of such Certificate by such purchaser or transferee will not result in the
assets of the Trust Fund being deemed to be "plan assets" and subject to
the fiduciary responsibility provisions of ERISA, the prohibited
transaction provisions of the Code or the provisions of any Similar Law,
will not constitute or result in a "prohibited transaction" within the
meaning of ERISA, Section 4975 of the Code or any Similar Law, and will not
subject the Trustee, the Certificate Registrar, the Servicer, the Special
Servicer, the Paying Agent, the Underwriters, the Placement Agents or the
Depositor to any obligation or liability (including obligations or
liabilities under ERISA, Section 4975 of the Code or any such Similar Law)
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 Servicer, the Special Servicer, the Trustee, the Paying
Agent, the Underwriters, the Placement Agents, 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 necessary to the provision of an
Opinion of Counsel described in this Section 5.02(c).
(d) (i) Each Person who has or who acquires any Ownership
Interest in a Residual Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by
the following provisions and to have irrevocably authorized the Paying
Agent under clause (ii) below to deliver payments to a Person other
than such Person. The rights of each Person acquiring any Ownership
Interest in a Residual Certificate are expressly subject to the
following provisions:
(A) No Person holding or acquiring any Ownership
Interest in a Residual Certificate shall be a Disqualified
Organization or agent thereof (including a nominee, middleman
or similar person) (an "Agent"), 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;
(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 Servicer shall make available to the Internal
Revenue Service and those Persons specified by the REMIC Provisions,
upon written request of the Trustee, all information in its possession
and necessary to compute any tax imposed as a result of the Transfer of
an Ownership Interest in a Residual Certificate to any Person who is a
Disqualified Organization or Agent thereof, including the information
described in Treasury regulations sections 1.860D-1(b)(5) and
1.860E-2(a)(5) with respect to the "excess inclusions" of such Residual
Certificate.
(e) Subject to the restrictions on transfer and exchange set forth in this
Section 5.02, the Holder of any Definitive Certificate may transfer or exchange
the same in whole or in part (with a Denomination equal to any authorized
denomination) by surrendering such Certificate at the Registrar Office or at the
office of any successor Certificate Registrar or transfer agent appointed by the
Certificate Registrar, together with an instrument of assignment or transfer
(executed by the Holder or its duly authorized attorney), in the case of
transfer, and a written request for exchange in the case of exchange. Subject to
the restrictions on transfer set forth in this Section 5.02 and Depository
Rules, any Certificate Owner owning a beneficial interest in a Non-Registered
Certificate may cause the Certificate Registrar to request that the Depository
exchange such Certificate Owner's beneficial interest in a Book-Entry for a
Definitive Certificate or Certificates. Following a proper request for transfer
or exchange, the Certificate Registrar shall, within 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 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 July 1, 1998.
(h) No fee or service charge shall be imposed by the Certificate Registrar
for its services in respect of any registration of transfer or exchange referred
to in this Section 5.02 except as provided below. In connection with any
transfer to an Institutional Accredited Investor, the transferor shall reimburse
the Trust Fund for any costs (including the cost of the Certificate Registrar's
counsel's review of the documents and any legal opinions, submitted by the
transferor or transferee to the Certificate Registrar as provided herein)
incurred by the Certificate Registrar in connection with such transfer. With
respect to any transfer or exchange of any Certificate, the Certificate
Registrar may require payment by each transferor of a sum sufficient to cover
any tax, expense or other governmental charge payable in connection with any
such transfer or exchange.
(i) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall hold such canceled Certificates in accordance with its standard
procedures.
SECTION 5.03. Book-Entry Certificates.
(a) The Regular Certificates shall initially be issued as one or more
Certificates registered in the name of the Depository or its nominee and, except
as provided in subsection (c) below, transfer of such Certificates may not be
registered by the Certificate Registrar unless such transfer is to a successor
Depository that agrees to hold such Certificates for the respective Certificate
Owners with Ownership Interests therein. Such Certificate Owners shall hold and
transfer their respective Ownership Interests in and to such Certificates
through the book-entry facilities of the Depository and, except as provided in
Section 5.02(e) above or subsection (c) below, shall not be entitled to
Definitive Certificates in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate Owner.
Each Depository Participant shall only transfer the Ownership Interests in the
Book-Entry Certificates of Certificate Owners it represents or of brokerage
firms for which it acts as agent in accordance with the Depository's normal
procedures.
(b) The Trustee, the Servicer, the Special Servicer, the Paying Agent, the
Depositor and the Certificate Registrar may for all purposes, including the
making of payments due on the Book-Entry Certificates, deal with the Depository
as the authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.
(c) If (i)(A) the Depositor advises the Trustee, the Paying Agent and the
Certificate Registrar in writing that the Depository is no longer willing or
able to properly discharge its responsibilities with respect to the Book-Entry
Certificates and (B) the Depositor is unable to locate a qualified successor, or
(ii) the Depositor at its option advises the Trustee, the Paying Agent and the
Certificate Registrar in writing that it elects to terminate the book-entry
system through the Depository, the Paying Agent shall notify the affected
Certificate Owners, through the Depository with respect to all, any Class or any
portion of any Class of the Certificates or (iii) the Trustee determines that
Definitive Certificates are required in accordance with the provisions of
Section 5.03(e), of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Certificate Registrar of the Book-Entry Certificates by the
Depository or any custodian acting on behalf of the Depository, accompanied by
registration instructions from the Depository for registration of transfer, the
Certificate Registrar shall execute, and the Authenticating Agent shall
authenticate and deliver, within 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 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 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.
The Chase Manhattan Bank, 450 West 33rd Street, 15th Floor, New York, New
York 10001 is hereby initially appointed Paying Agent to act on the Servicer's
behalf in accordance with the terms of this Agreement. If The Chase Manhattan
Bank resigns or is removed as Servicer in accordance with the terms hereof, The
Chase Manhattan Bank shall be entitled to immediately resign as Paying Agent by
giving written notice thereof to the Trustee and the Servicer. If The Chase
Manhattan Bank is removed as Servicer pursuant to an Event of Default described
in Section 7.01(a)(v), (vi) or (vii), then The Chase Manhattan Bank shall be
terminated as Paying Agent. 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.
[End of Article V]
<PAGE>
ARTICLE VI
THE DEPOSITOR, THE
SERVICER AND THE SPECIAL SERVICER
SECTION 6.01. Liability of the Depositor, the Servicer and the Special
Servicer.
The Depositor, the Servicer and the Special Servicer shall be liable in
accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Servicer and the
Special Servicer herein.
SECTION 6.02. Merger, Consolidation or Conversion of the Depositor, the
Servicer or the Special Servicer.
(a) Subject to subsection (b) below, the Depositor, the Servicer and the
Special Servicer each will keep in full effect its existence, rights and
franchises as a corporation under the laws of the jurisdiction of its
incorporation or organization, and each will obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) The Depositor, the Servicer and the Special Servicer each may be merged
or consolidated with or into any Person, or transfer all or substantially all of
its assets to any Person, in which case any Person resulting from any merger or
consolidation to which the Depositor, the Servicer or the Special Servicer shall
be a party, or any Person succeeding to the business of the Depositor, the
Servicer or the Special Servicer, shall be the successor of the Depositor, the
Servicer and the Special Servicer, as the case may be, hereunder, without the
execution or filing of any paper (other than an assumption agreement wherein the
successor shall agree to perform the obligations of and serve as the Depositor,
the Servicer or the Special Servicer, as the case may be, in accordance with the
terms of this Agreement) or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, however, that
such merger, consolidation or succession will not result in a withdrawal,
downgrading or qualification of the then-current ratings of the Classes of
Certificates that have been so rated (as evidenced by a letter to such effect
from each Rating Agency).
SECTION 6.03. Limitation on Liability of the Depositor, the Servicer, the
Special Servicer and Others.
(a) Neither the Depositor, the Servicer (whether acting in such capacity or
as the Paying Agent, the Authenticating Agent or the Certificate Registrar), the
Special Servicer nor any of the directors, officers, employees or agents of any
of the foregoing shall be under any liability to the Trust or the
Certificateholders for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the
Servicer, the Special Servicer 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 (whether acting in such capacity or
as the Paying Agent, the Authenticating Agent or the Certificate Registrar) 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 reckless
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 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.
Subject to the provisions of Section 6.02, none of the Depositor, the
Servicer and the Special Servicer shall resign from their respective obligations
and duties hereby imposed on each of them except upon (a) determination that
such party's duties hereunder are no longer permissible under applicable law or
(b) in the case of the Servicer, upon the appointment of, and the acceptance of
such appointment by, a successor Servicer and receipt by the Trustee of written
confirmation from each applicable Rating Agency that such resignation and
appointment will not cause such Rating Agency to downgrade, withdraw or qualify
any of the ratings assigned by such Rating Agency to any Class of Certificates.
Only the Servicer shall be permitted to resign pursuant to clause (b) above. Any
such determination permitting the resignation of the Depositor, the Servicer or
the Special Servicer pursuant to clause (a) above shall be evidenced by an
Opinion of Counsel (at the expense of the resigning party) to such effect
delivered to the Trustee. Notwithstanding anything set forth herein to the
contrary, The Chase Manhattan Bank may transfer and assign its rights and
obligations hereunder to an affiliate of The Chase Manhattan Bank, provided,
that The Chase Manhattan Bank receives written confirmation from each Rating
Agency that such assignment will not, in and of itself, cause the downgrading,
withdrawal or qualification of any of the ratings on any Class of Certificates
then-rated by the Rating Agencies. No such resignation by the Servicer or the
Special Servicer shall become effective until the Trustee or a successor
Servicer shall have assumed the Servicer's or Special Servicer's, as applicable,
responsibilities and obligations in accordance with Section 7.02.
SECTION 6.05. Rights of the Depositor in Respect of the Servicer and the
Special Servicer.
The Depositor may, but is not obligated to, enforce the obligations of the
Servicer and the Special Servicer hereunder and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of the
Servicer and the Special Servicer hereunder or exercise the rights of the
Servicer or Special Servicer, as applicable, hereunder; provided, however, that
the Servicer and the Special Servicer shall not be relieved of any of their
respective obligations hereunder by virtue of such performance by the Depositor
or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Servicer or the Special Servicer and is
not obligated to supervise the performance of the Servicer or the Special
Servicer under this Agreement or otherwise.
SECTION 6.06. Year 2000 Compliance.
Each of the Servicer, the Special Servicer and the Paying Agent shall
obtain certifications from each of their software vendors that their respective
computer systems will be year 2000 compliant by August 31, 1999.
[End of Article VI]
<PAGE>
ARTICLE VII
DEFAULT
SECTION 7.01. Events of Default; Servicer and Special Servicer Termination.
(a) "Event of Default", wherever used herein, means any one of the
following events:
(i) any failure by the Servicer to make any remittance
required to be made by the Servicer to the Certificate Account, Escrow
Account or either Distribution Account on the day and by the time such
remittance is required to be made under the terms of this Agreement; or
(ii) any failure by the Special Servicer to deposit into, 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 pay the
premium for any insurance policy required to be maintained hereunder)
after the date on which written notice of such failure, requiring the
same to be remedied, shall have been given to the Servicer or the
Special Servicer, as the case may be, by any other party hereto, or to
the Servicer, the Special Servicer, the Depositor and the Trustee by
the Holders of Certificates of any Class evidencing, as to such Class,
Percentage Interests aggregating not less than 25%; or
(iv) any breach on the part of the Servicer or the Special
Servicer of any representation or warranty contained in Section 3.23 or
Section 3.24, as applicable, which materially and adversely affects the
interests of any Class of Certificateholders and which continues
unremedied for a period of 30 days after the date on which notice of
such breach, requiring the same to be remedied, shall have been given
to the Servicer or the Special Servicer, as the case may be, by the
Depositor or the Trustee, or to the Servicer, the Special Servicer, the
Depositor and the Trustee by the Holders of Certificates of any Class
evidencing, as to such Class, Percentage Interests aggregating not less
than 25%; or
(v) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or
similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment
of debt, marshaling of assets and liabilities or similar proceedings,
or for the winding-up or liquidation of its affairs, shall have been
entered against the Servicer or the Special Servicer and such decree or
order shall have remained in force undischarged or unstayed for a
period of 60 days; or
(vi) the Servicer or the Special Servicer shall consent to the
appointment of a conservator, receiver, liquidator, trustee or similar
official in any bankruptcy, insolvency, readjustment of debt,
marshaling of assets and liabilities or similar proceedings of or
relating to the Servicer or the Special Servicer or of or relating to
all or substantially all of its property; or
(vii) the Servicer or the Special Servicer shall admit in
writing its inability to pay its debts generally as they become due,
file a petition to take advantage of any applicable bankruptcy,
insolvency or reorganization statute, make an assignment for the
benefit of its creditors, voluntarily suspend payment of its
obligations or take any corporate action in furtherance of the
foregoing; or
(viii) the Trustee shall have received written notice from
either Rating Agency that the continuation of the Servicer or Special
Servicer, as the case may be, has resulted, or would result, in and of
itself, in a downgrading, qualification or withdrawal of the
then-current rating on any Class of Certificates that are rated by a
Rating Agency if the Servicer or Special Servicer, as the case may be,
is not replaced.
(b) If any Event of Default with respect to the Servicer or the Special
Servicer (in either case, for purposes of this Section 7.01(b), the "Defaulting
Party") shall occur and be continuing, then, and in each and every such case, so
long as such Event of Default shall not have been remedied, the Trustee may, and
at the written direction of the Holders of Certificates entitled to at least 51%
of the Voting Rights, shall, terminate, by notice in writing to the Defaulting
Party, with a copy of such notice to the Depositor, all of the rights and
obligations of the Defaulting Party under this Agreement and in and to the
Mortgage Loans and the proceeds thereof; provided, however, that the Defaulting
Party shall be entitled to the payment of accrued and unpaid compensation and
reimbursement through the date of such termination as provided for under this
Agreement for services rendered and expenses incurred. From and after the
receipt by the Defaulting Party of such written notice, all authority and power
of the Defaulting Party under this Agreement, whether with respect to the
Certificates (other than as a Holder of any Certificate) or the Mortgage Loans
or otherwise, shall pass to and be vested in the Trustee pursuant to and under
this Section, and, without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of and at the expense of the
Defaulting Party, as attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise. The Servicer and Special Servicer each agree
that if it is terminated pursuant to this Section 7.01(b), it shall promptly
(and in any event no later than 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 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 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) 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 the close of
business, New York City time, on the related P&I Advance 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 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
(iii) The Trustee shall not be personally liable with respect
to any action taken, suffered or omitted to be taken by it in good
faith in accordance with the direction of Holders of Certificates
entitled to at least 25% of the Voting Rights relating to the time,
method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Agreement (unless a higher percentage of Voting
Rights is required for such action).
SECTION 8.02. Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 8.01:
(i) The Trustee may rely upon and shall be protected in acting
or refraining from acting upon any resolution, Officer's Certificate,
certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order,
Appraisal, bond or other paper or document reasonably believed by it to
be genuine and to have been signed or presented by the proper party or
parties;
(ii) The Trustee may consult with counsel and the written
advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection in respect of any action taken or
suffered or omitted by it hereunder in good faith and in accordance
therewith;
(iii) The Trustee shall be under no obligation to exercise any
of the trusts or powers vested in it by this Agreement or to make any
investigation of matters arising hereunder or to institute, conduct or
defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Certificateholders, pursuant to the
provisions of this Agreement, unless such Certificateholders shall have
offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or
thereby; the Trustee shall not be required to expend or risk its own
funds or otherwise incur any financial liability in the performance of
any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it; nothing contained herein
shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default which has not been cured, to exercise
such of the rights and powers vested in it by this Agreement, and to
use the same degree of care and skill in their exercise as a prudent
man would exercise or use under the circumstances in the conduct of his
own affairs;
(iv) The Trustee shall not be personally liable for any action
reasonably taken, suffered or omitted by it in good faith and believed
by it to be authorized or within the discretion or rights or powers
conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder
and after the curing of all Events of Default which may have occurred,
the Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing to do so
by Holders of Certificates entitled to at least 50% of the Voting
Rights; provided, however, that if the payment within a reasonable time
to the Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the opinion
of the Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Agreement, the Trustee may require
reasonable indemnity against such expense or liability as a condition
to taking any such action. The reasonable expense of every such
reasonable examination shall be paid by the Servicer or, if paid by the
Trustee, shall be repaid by the Servicer upon demand;
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys; provided, however, that the appointment of
such agents or attorneys shall not relieve the Trustee of its duties or
obligations hereunder;
(vii) For all purposes under this Agreement, the Trustee shall
not be deemed to have notice of any Event of Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or
unless written notice of any event which is in fact such a default is
received by the Trustee at the Corporate Trust Office, and such notice
references the Certificates or this Agreement; and
(viii) The Trustee shall not be responsible for any act or
omission of the Servicer 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 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 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, 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 Agents 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 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.
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 "Aa2"
by Moody's (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 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.
(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 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 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 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 Servicer 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. If any such information is provided on or before August 13,
1998, 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
Servicer and the Paying Agent shall, in accordance with such reasonable rules
and procedures as each may adopt (which may include the requirement that an
agreement that provides that such information shall be used solely for purposes
of evaluating the investment characteristics of the Certificates be executed),
also provide the reports available to Certificateholders pursuant to Section
4.02, as well as certain additional information received by the Servicer or the
Paying Agent, as the case may be, to any Certificateholder, the Underwriters,
the Placement Agents, any Certificate Owner or any prospective investor
identified as such by a Certificate Owner or Underwriter, that requests such
reports or information; provided that the Servicer or the Paying Agent, as the
case may be, shall be permitted to require payment of a sum sufficient to cover
the reasonable costs and expenses of providing copies of such reports or
information.
(d) With respect to any information furnished by the Paying Agent or the
Servicer pursuant to this Section 8.12, the Paying Agent or Servicer, as the
case may be, shall be entitled to indicate the source of such information and
the Paying Agent or Servicer, as applicable, may affix thereto any disclaimer it
deems appropriate in its discretion. The Paying Agent or the Servicer, as
applicable, shall notify Certificateholders of the availability of any such
information in any manner as it, in its sole discretion, may determine. In
connection with providing access to or copies of the items described in the
preceding paragraph, the Paying Agent or the Servicer, as the case may be, may
require (a) in the case of Certificate Owners, a confirmation executed by the
requesting Person substantially in form and substance reasonably acceptable to
the Servicer or Paying Agent, as applicable, generally to the effect that such
Person is a beneficial holder of Certificates, is requesting the information
solely for use in evaluating such Person's investment in the Certificates and
will otherwise keep such information confidential and (b) in the case of a
prospective purchaser, confirmation executed by the requesting Person in form
and substance reasonably acceptable to the Paying Agent or the Servicer, as the
case may be, generally to the effect that such Person is a prospective purchaser
of a Certificate or an interest therein, is requesting the information solely
for use in evaluating a possible investment in Certificates and will otherwise
keep such information confidential. Neither the Servicer nor the Paying Agent
shall be liable for the dissemination of information in accordance with this
Agreement.
SECTION 8.13. Representations and Warranties of the Trustee.
(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 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 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 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 Servicer 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 Servicer shall make elections 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 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 Servicer 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 Servicer shall be entitled to reimbursement therefor out of
amounts attributable to the Mortgage Loans and any REO Properties on deposit in
the Certificate Account as provided by Section 3.05(a) unless such legal
expenses and costs are incurred by reason of the Servicer's willful misfeasance,
bad faith or gross negligence. The Holder of the largest Percentage Interest in
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 Servicer as
their agent to perform all of the duties of the "tax matters person" for
Upper-Tier REMIC and the Lower-Tier REMIC, respectively.
(d) The Servicer shall prepare or cause to be prepared and shall file, or
cause to be filed, all of the Tax Returns that it determines are required with
respect to 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 Servicer
without any right of reimbursement therefor. The Servicer agrees to indemnify
and hold harmless the Trustee with respect to any tax or liability arising from
the Trustee's signing of Tax Returns that contain errors or omissions.
(e) The Servicer shall provide or cause to be provided (i) to any
Transferor of a Class R Certificate 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 Servicer shall take such actions and shall cause the Trust Fund to
take such actions as are reasonably within the Servicer's control and the scope
of its duties more specifically set forth herein as shall be necessary to
maintain the status of each of the Lower-Tier REMIC and the Upper-Tier REMIC as
a REMIC under the REMIC Provisions (and the Trustee shall assist the Servicer,
to the extent reasonably requested by the Servicer to do so). Neither the
Servicer nor the Special Servicer shall knowingly or intentionally take any
action, cause the Trust Fund to take any action or fail to take (or fail to
cause to be taken) any action reasonably within its control and the scope of
duties more specifically set forth herein, that, under the REMIC Provisions, if
taken or not taken, as the case may be, could (i) endanger the status of 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 Servicer receives an Opinion of Counsel (at
the expense of the party seeking to take such action or, if such party fails to
pay such expense, and the Servicer determines that taking such action is in the
best interest of the Trust Fund and the Certificateholders, at the expense of
the Trust Fund, but in no event at the expense of the Servicer or the Trustee)
to the effect that the contemplated action will not, with respect to the Trust
Fund, the Lower-Tier REMIC or the Upper-Tier REMIC created hereunder, endanger
such status or, unless the Servicer determines in its sole discretion to
indemnify the Trust Fund against such tax, result in the imposition of such a
tax (not including a tax on "net income from foreclosure property"). The Trustee
shall not take or fail to take any action (whether or not authorized hereunder)
as to which the Servicer has advised it in writing that it has received an
Opinion of Counsel to the effect that an Adverse REMIC Event could occur with
respect to such action. In addition, prior to taking any action with respect to
the Trust Fund, 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 Servicer or its
designee, in writing, with respect to whether such action could cause an Adverse
REMIC Event to occur with respect to the Trust Fund or 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 Servicer has advised it in writing that an
Adverse REMIC Event could occur. The Servicer may consult with counsel to make
such written advice, and the cost of same shall be borne by the party seeking to
take the action not expressly permitted by this Agreement, but in no event at
the expense of the Servicer or the Trustee. At all times as may be required by
the Code, the Servicer will to the extent within its control and the scope of
its duties more specifically set forth herein, maintain substantially all of the
assets of 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 Servicer from
contesting, at the expense of the Trust Fund (other than as a consequence of a
breach of its obligations under this Agreement), any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law, pending
the outcome of such proceedings). The Servicer is hereby authorized to and shall
segregate, into a separate non-interest bearing account, the net income from any
"prohibited transaction" under Code Section 860F(a) or the amount of any taxable
contribution to the 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 Servicer shall retain an equal
amount from future amounts otherwise distributable to the Holders of Residual
Certificates (as applicable) and shall distribute such retained amounts, (x) in
the case of the 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
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 Servicer 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 Servicer nor the Trustee shall
accept any contributions of assets to the Lower-Tier REMIC and the Upper-Tier
REMIC unless the Servicer and the Trustee shall have received an Opinion of
Counsel (at the expense of the party seeking to make such contribution) to the
effect that the inclusion of such assets in the 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 Servicer 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 May 18, 2023 which is the
Distribution Date immediately following the latest scheduled maturity of any
Mortgage Loan.
(l) Within 30 days after the Closing Date, the Servicer shall prepare and
file with the Internal Revenue Service Form 8811, "Information Return for Real
Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for the 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, the Distribution Accounts 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, Special Servicer, Paying Agent and Trustee to
Cooperate with Servicer.
(a) The Depositor shall provide or cause to be provided to the Servicer,
within 10 days after the Closing Date, all information or data that the Servicer
reasonably determines to be relevant for tax purposes as to the valuations and
Issue Prices of the Certificates, including, without limitation, the price,
yield, Prepayment Assumption and projected cash flow of the Certificates.
(b) The Servicer, the Special Servicer, the Paying Agent and the Trustee
shall each furnish such reports, certifications and information, and access to
such books and records maintained thereby, as may relate to the Certificates or
the Trust Fund and as shall be reasonably requested by the Servicer in order to
enable it to perform its duties hereunder.
SECTION 10.03. Use of Agents.
The Servicer shall execute all of its obligations and duties under this
Article X through its corporate trust department located at 450 West 33rd
Street, 15th Floor, New York, New York 10001. The Servicer may execute any of
its obligations and duties under this Article X either directly or by or through
agents or attorneys. The Servicer shall not be relieved of any of its duties or
obligations under this Article X by virtue of the appointment of any such agents
or attorneys.
[End of Article X]
<PAGE>
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01. Amendment.
(a) This Agreement may be amended from time to time by the parties hereto,
without the consent of any of the Certificateholders:
(i) to cure any ambiguity;
(ii) to correct or supplement any provisions herein or
therein, which may be inconsistent with any other provisions herein or
therein or to correct any error;
(iii) to modify, eliminate or add to any of its provisions to
such extent as shall be necessary to maintain the qualification of the
Trust Fund or either the Lower-Tier REMIC or the Upper-Tier REMIC as a
REMIC at all times that any Certificate is outstanding or to avoid or
minimize the risk of the imposition of any tax on the Trust Fund or
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, (b) such action
will not adversely affect in any material respect the interests of any
Certificateholder, and (c) such change shall not result in the
withdrawal, downgrade or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from
each Rating Agency to such effect;
(iv) to change the timing and/or nature of deposits into the
Certificate Account, the Distribution 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 (a) such change shall not result in the
withdrawal, downgrade or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from
each Rating Agency to such effect, and (b) such change shall not, as
evidenced by an Opinion of Counsel, cause 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 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 or the Upper-Tier REMIC or cause the Lower-Tier REMIC or the
Upper-Tier REMIC to fail to qualify as a REMIC.
(d) Promptly after the execution of any such amendment, the Trustee shall
furnish a statement describing the amendment to each Certificateholder and the
Paying Agent and a copy of such amendment to each Rating Agency.
(e) It shall not be necessary for the consent of Certificateholders under
this Section 11.01 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
(f) The Trustee may, but shall not be obligated to, enter into any
amendment pursuant to this Section that affects its rights, duties and
immunities under this Agreement or otherwise.
(g) The cost of any Opinion of Counsel to be delivered pursuant to Section
11.01(a) or (c) shall be borne by the Person seeking the related amendment,
except that if the Servicer or the Trustee requests any amendment of this
Agreement in furtherance of the rights and interests of Certificateholders, the
cost of any Opinion of Counsel required in connection therewith pursuant to
Section 11.01(a) or (c) shall be payable out of the Certificate Account.
SECTION 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Servicer at the expense of the Depositor on direction by the Trustee, but only
upon direction accompanied by an Opinion of Counsel (the cost of which shall be
paid by the Depositor) to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
(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.
(c) No Certificateholder shall have any right by virtue of any provision of
this Agreement to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Agreement or any Mortgage Loan, unless,
with respect to any suit, action or proceeding upon or under or with respect to
this Agreement, such Holder previously shall have given to the Trustee a written
notice of default hereunder, and of the continuance thereof, as hereinbefore
provided, and unless also (except in the case of a default by the Trustee) the
Holders of Certificates of any Class evidencing not less than 25% of the related
Percentage Interests in such Class shall have made written request upon the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding. The Trustee shall be under no obligation to
exercise any of the trusts or powers vested in it hereunder or to institute,
conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Holders of Certificates unless such Holders
have offered to the Trustee reasonable security against the costs, expenses and
liabilities which may be incurred therein or hereby. It is understood and
intended, and expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of any provision of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided
for herein, or to enforce any right under this Agreement, except in the manner
herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this
Section 11.03(c), each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
SECTION 11.04. Governing Law.
This Agreement and the Certificates shall be construed in accordance with
the internal laws of the State of New York applicable to agreements made and to
be performed in said State, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
SECTION 11.05. Notices.
Any communications provided for or permitted hereunder shall be in writing
and, unless otherwise expressly provided herein, shall be deemed to have been
duly given if personally delivered at or mailed by registered mail, postage
prepaid (except for notices to the Trustee which shall be deemed to have been
duly given only when received), to: (i) in the case of the Depositor, Chase
Commercial Mortgage Securities Corp., 380 Madison Avenue, New York, New York
10017, Attention: Michael J. Malter, President, with a copy to Jeanne M.
Mininall, Esq., telecopy number: (212) 270-7481; (ii) in the case of the
Servicer, The Chase Manhattan Bank, CCMB Servicing Division, 380 Madison Avenue,
11th Floor, New York, New York 10017 Attention: Janice Smith, V.P. telecopy
number: (212) 622-3553; (iii) in the case of the Special Servicer, CRIIMI MAE
Services Limited Partnership, 11200 Rockville Pike, Rockville, MD 20852
Attention: Brian Hanson, telecopy number: (301) 468-3142; with a copy to CRIIMI
MAE Services Limited Partnership, 11200 Rockville Pike, Rockville, MD 20852
Attention: Dave Iannarone, telecopy number: (301) 255-0620 (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 1998-1, 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) Moody's Investors Service, 99 Church Street,
New York, New York 10007, Attention: CMBS Surveillance Group, telecopy number:
(212) 553-1350 and (b) Standard & Poor's Ratings Services, 26 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 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;
(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).
[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: Michael J. Malter
Title: Chairman and President
THE CHASE MANHATTAN BANK
Servicer
By:-------------------------------------
Name: Patricia A. Micka
Title: Managing Director
CRIIMI MAE SERVICES LIMITED PARTNERSHIP
Special Servicer
By:-------------------------------------
Name:
Title:
STATE STREET BANK AND TRUST COMPANY
Trustee
By:-------------------------------------
Name:
Title:
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 15th day of May, 1998 before me, a notary public in and for said
State, personally appeared Michael J. Malter known to me to be a 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 15th day of May, 1998, before me, a notary public in and for said
State, personally appeared William G. Swan known to me to be a 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 CRIIMI MAE Services Limited Partnership, a Maryland
limited partnership, 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 15th day of May, 1998 before me, a notary public in and for said
State, personally appeared Patricia A. Micka known to me to be a Managing
Director of The Chase Manhattan Bank, a New York banking corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such national banking association, and acknowledged to
me that such banking corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
------------------------------
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT A-1
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1998-1, CLASS A-1
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
- ----------------------
1 If this Certificate represents a Book-entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<TABLE>
<CAPTION>
<S> <C>
PASS-THROUGH RATE: 6.34% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE OF
THE MORTGAGE LOANS AFTER DEDUCTING PAYMENTS DUE AND
DENOMINATION: $____________ PREPAYMENTS RECEIVED ON OR BEFORE CUT-OFF DATE:
$817,874,785
DATE OF POOLING AND SERVICING AGREEMENT: AS OF
MAY 1, 1998 SERVICER: THE CHASE MANHATTAN BANK
CUT-OFF DATE: MAY 1, 1998 SPECIAL SERVICER: CRIIMI MAE SERVICES LIMITED
PARTNERSHIP.
CLOSING DATE: MAY 15, 1998
TRUSTEE: STATE STREET BANK AND TRUST COMPANY
FIRST DISTRIBUTION DATE:
JUNE 18, 1998 PAYING AGENT: THE CHASE MANHATTAN BANK
APPROXIMATE AGGREGATE CUSIP NO.: 161505BX9
CERTIFICATE BALANCE
OF THE CLASS A-1 CERTIFICATES ISIN NO.: US161505BX91
AS OF THE CLOSING DATE: $132,600,000
COMMON CODE NO.: 8706972
CERTIFICATE NO.: _______
</TABLE>
<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 May 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
A-1 Certificates. The Certificates are designated as the Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
1998-1 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 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
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
$25,000 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
and such action will not result in the withdrawal, downgrade or qualification of
the then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to change the timing and/or nature of deposits
into the Certificate Account or Distribution Account or REO Account or to change
the name in which the Certificate Account is maintained, provided, however, that
the P&I Advance Date shall not be later than the related Distribution Date, an
Opinion of Counsel is obtained to the effect that such action shall not
adversely affect in any material respect the interest of any Certificateholder
and that such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(d) of the Pooling and Servicing Agreement or any
other provision thereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect, and such change shall not, as
evidenced by an Opinion of Counsel, cause either the 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 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: May 15, 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:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
</TABLE>
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 1998-1, CLASS A-2
THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE
CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO THIS
CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE
CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
_____________________
1 If this Certificate represents a Book-entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<TABLE>
<CAPTION>
<S> <C>
PASS-THROUGH RATE: 6.56% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE OF THE
MORTGAGE LOANS AFTER DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DENOMINATION: $____________ RECEIVED ON OR BEFORE CUT-OFF DATE: $817,874,785
DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 1998 SERVICER: THE CHASE MANHATTAN BANK
CUT-OFF DATE: MAY 1, 1998 SPECIAL SERVICER: CRIIMI MAE SERVICES LIMITED PARTNERSHIP.
CLOSING DATE: MAY 15, 1998 TRUSTEE: STATE STREET BANK AND TRUST COMPANY
FIRST DISTRIBUTION DATE: PAYING AGENT: THE CHASE MANHATTAN BANK
JUNE 18, 1998
CUSIP NO.: 161505BY7
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE ISIN NO.: US161505BY74
OF THE CLASS A-2 CERTIFICATES
AS OF THE CLOSING DATE: $464,448,593 COMMON CODE NO.: 8706999
CERTIFICATE NO.: _______
</TABLE>
<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 May 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
A-2 Certificates. The Certificates are designated as the Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series
1998-1 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 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
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
$25,000 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
and such action will not result in the withdrawal, downgrade or qualification of
the then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to change the timing and/or nature of deposits
into the Certificate Account or Distribution Account or REO Account or to change
the name in which the Certificate Account is maintained, provided, however, that
the P&I Advance Date shall not be later than the related Distribution Date, an
Opinion of Counsel is obtained to the effect that such action shall not
adversely affect in any material respect the interest of any Certificateholder
and that such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(d) of the Pooling and Servicing Agreement or any
other provision thereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect, and such change shall not, as
evidenced by an Opinion of Counsel, cause either the 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 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: May 15, 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:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
</TABLE>
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 1998-1, CLASS B
THIS CLASS B CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 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.
_____________________
1 If this Certificate represents a Book-entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<TABLE>
<CAPTION>
<S> <C>
PASS-THROUGH RATE: 6.56% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE OF THE
MORTGAGE LOANS AFTER DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DENOMINATION: $____________ RECEIVED ON OR BEFORE CUT-OFF DATE: $817,874,785
DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 1998 SERVICER: THE CHASE MANHATTAN BANK
CUT-OFF DATE: MAY 1, 1998 SPECIAL SERVICER: CRIIMI MAE SERVICES LIMITED PARTNERSHIP.
CLOSING DATE: MAY 15, 1998 TRUSTEE: STATE STREET BANK AND TRUST COMPANY
FIRST DISTRIBUTION DATE: PAYING AGENT: THE CHASE MANHATTAN BANK
JUNE 18, 1998
CUSIP NO.: 161505CB6
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE ISIN NO.: US161505CB62
OF THE CLASS B CERTIFICATES
AS OF THE CLOSING DATE: $32,714,991 COMMON CODE NO.: 8707111
CERTIFICATE NO.: _______
</TABLE>
<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 May 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 B
Certificates. The Certificates are designated as the Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-1
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 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
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
$25,000 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
and such action will not result in the withdrawal, downgrade or qualification of
the then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to change the timing and/or nature of deposits
into the Certificate Account or Distribution Account or REO Account or to change
the name in which the Certificate Account is maintained, provided, however, that
the P&I Advance Date shall not be later than the related Distribution Date, an
Opinion of Counsel is obtained to the effect that such action shall not
adversely affect in any material respect the interest of any Certificateholder
and that such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(d) of the Pooling and Servicing Agreement or any
other provision thereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect, and such change shall not, as
evidenced by an Opinion of Counsel, cause either the 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 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: May 15, 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:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
</TABLE>
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 1998-1, CLASS C
THIS CLASS C CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 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.
_____________________
1 If this Certificate represents a Book-entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<TABLE>
<CAPTION>
<S> <C>
PASS-THROUGH RATE: 6.56% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE OF THE
MORTGAGE LOANS AFTER DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DENOMINATION: $____________ RECEIVED ON OR BEFORE CUT-OFF DATE: $817,874,785
DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 1998 SERVICER: THE CHASE MANHATTAN BANK
CUT-OFF DATE: MAY 1, 1998 SPECIAL SERVICER: CRIIMI MAE SERVICES LIMITED PARTNERSHIP.
CLOSING DATE: MAY 15, 1998 TRUSTEE: STATE STREET BANK AND TRUST COMPANY
FIRST DISTRIBUTION DATE: PAYING AGENT: THE CHASE MANHATTAN BANK
JUNE 18, 1998
CUSIP NO.: 161505CC4
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE ISIN NO.: US161505CC46
OF THE CLASS C CERTIFICATES
AS OF THE CLOSING DATE: $49,072,487 COMMON CODE NO.: 8707162
CERTIFICATE NO.: _______
</TABLE>
<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 May 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 C
Certificates. The Certificates are designated as the Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-1
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 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
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
$25,000 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
and such action will not result in the withdrawal, downgrade or qualification of
the then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to change the timing and/or nature of deposits
into the Certificate Account or Distribution Account or REO Account or to change
the name in which the Certificate Account is maintained, provided, however, that
the P&I Advance Date shall not be later than the related Distribution Date, an
Opinion of Counsel is obtained to the effect that such action shall not
adversely affect in any material respect the interest of any Certificateholder
and that such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(d) of the Pooling and Servicing Agreement or any
other provision thereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect, and such change shall not, as
evidenced by an Opinion of Counsel, cause either the 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 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: May 15, 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:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
</TABLE>
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 1998-1, CLASS D
THIS CLASS D CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 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.
_____________________
1 If this Certificate represents a Book-entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<TABLE>
<CAPTION>
<S> <C>
PASS-THROUGH RATE: 6.56% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE OF THE
MORTGAGE LOANS AFTER DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DENOMINATION: $____________ RECEIVED ON OR BEFORE CUT-OFF DATE: $817,874,785
DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 1998 SERVICER: THE CHASE MANHATTAN BANK
CUT-OFF DATE: MAY 1, 1998 SPECIAL SERVICER: CRIIMI MAE SERVICES LIMITED PARTNERSHIP.
CLOSING DATE: MAY 15, 1998 TRUSTEE: STATE STREET BANK AND TRUST COMPANY
FIRST DISTRIBUTION DATE: PAYING AGENT: THE CHASE MANHATTAN BANK
JUNE 18, 1998
CUSIP NO.: 161505CD2
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE ISIN NO.: US161505CD29
OF THE CLASS D CERTIFICATES
AS OF THE CLOSING DATE: $44,983,113 COMMON CODE NO.: 8707197
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 May 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 D
Certificates. The Certificates are designated as the Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-1
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 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
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
$25,000 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 and such action will
not result in the withdrawal, downgrade or qualification of the then-current
rating by any Rating Agency, as evidenced by a letter from such Rating Agency to
such effect; to change the timing and/or nature of deposits into the Certificate
Account or Distribution Account or REO Account or to change the name in which
the Certificate Account is maintained, provided, however, that the P&I Advance
Date shall not be later than the related Distribution Date, an Opinion of
Counsel is obtained to the effect that such action shall not adversely affect in
any material respect the interest of any Certificateholder and that such action
will not result in the withdrawal, downgrade or qualification of the
then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to modify, eliminate or add to the provisions of
Section 5.02(d) of the Pooling and Servicing Agreement or any other provision
thereof restricting transfer of the Residual Certificates by virtue of their
being the REMIC "residual interests," provided that such change shall not result
in the withdrawal, downgrade or qualification of the then-current rating
assigned to any Class of Certificates, as evidenced by a letter from each Rating
Agency to such effect, and such change shall not, as evidenced by an Opinion of
Counsel, cause either the 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.
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: May 15, 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:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
</TABLE>
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 1998-1, CLASS E
THIS CLASS E CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 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.
_____________________
1 If this Certificate represents a Book-entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<TABLE>
<CAPTION>
<S> <C>
PASS-THROUGH RATE: 6.56% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE OF THE
MORTGAGE LOANS AFTER DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DENOMINATION: $____________ RECEIVED ON OR BEFORE CUT-OFF DATE: $817,874,785
DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 1998 SERVICER: THE CHASE MANHATTAN BANK
CUT-OFF DATE: MAY 1, 1998 SPECIAL SERVICER: CRIIMI MAE SERVICES LIMITED PARTNERSHIP.
CLOSING DATE: MAY 15, 1998 TRUSTEE: STATE STREET BANK AND TRUST COMPANY
FIRST DISTRIBUTION DATE: PAYING AGENT: THE CHASE MANHATTAN BANK
JUNE 18, 1998
CUSIP NO.: 161505CE0
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE ISIN NO.: US161505CE02
OF THE CLASS E CERTIFICATES
AS OF THE CLOSING DATE: $12,268,122 COMMON CODE NO.: 8707227
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 May 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 1998-1
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 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
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
$25,000 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
and such action will not result in the withdrawal, downgrade or qualification of
the then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to change the timing and/or nature of deposits
into the Certificate Account or Distribution Account or REO Account or to change
the name in which the Certificate Account is maintained, provided, however, that
the P&I Advance Date shall not be later than the related Distribution Date, an
Opinion of Counsel is obtained to the effect that such action shall not
adversely affect in any material respect the interest of any Certificateholder
and that such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(d) of the Pooling and Servicing Agreement or any
other provision thereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect, and such change shall not, as
evidenced by an Opinion of Counsel, cause either the 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.
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: May 15, 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:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
</TABLE>
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 1998-1, CLASS F
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THIS CLASS F CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 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 Certificate represents a Book-entry Certificate registered in the
name of Cede & Co., it shall have this legend.
2 If this Certificate represents a Book-entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<TABLE>
<CAPTION>
<S> <C>
THE PASS-THROUGH RATE ON THE CLASS F APPROXIMATE AGGREGATE SCHEDULED
CERTIFICATES WILL BE THE LESSER OF (i) PRINCIPAL BALANCE OF THE MORTGAGE LOANS
6.56% PER ANNUM AND (ii) THE WEIGHTED AFTER DEDUCTING PAYMENTS DUE AND
AVERAGE NET MORTGAGE RATE FOR ANY PREPAYMENTS RECEIVED ON OR BEORE CUT-
DISTRIBUTION DATE OFF DATE: $817,874,785
DENOMINATION: $____________ SERVICER: THE CHASE MANHATTAN BANK
SPECIAL SERVICER: CRIIMI MAE SERVICES LIMITED PARTNERSHIP.
DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 1998
TRUSTEE: STATE STREET BANK AND TRUST COMPANY
CUT-OFF DATE: MAY 1, 1998
PAYING AGENT: THE CHASE MANHATTAN BANK
CLOSING DATE: MAY 15, 1998
CUSIP NO.: 161505CF7
FIRST DISTRIBUTION DATE:
JUNE 18, 1998 ISIN NO.: US161505F76
APPROXIMATE AGGREGATE CERTIFICATE NO.: _______
CERTIFICATE BALANCE
OF THE CLASS F CERTIFICATES
AS OF THE CLOSING DATE: $36,804,365
</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 May 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 F
Certificates. The Certificates are designated as the Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-1
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 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 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
$25,000 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
and such action will not result in the withdrawal, downgrade or qualification of
the then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to change the timing and/or nature of deposits
into the Certificate Account or Distribution Account or REO Account or to change
the name in which the Certificate Account is maintained, provided, however, that
the P&I Advance Date shall not be later than the related Distribution Date, an
Opinion of Counsel is obtained to the effect that such action shall not
adversely affect in any material respect the interest of any Certificateholder
and that such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(d) of the Pooling and Servicing Agreement or any
other provision thereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect, and such change shall not, as
evidenced by an Opinion of Counsel, cause either the 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.
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: May 15, 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>
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 Remaining Principal Amount Notation
Date Book-Entry Certificate of Book-Entry Certificate Made By
---- ---------------------- ------------------------- -------
<S> <C> <C> <C>
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
</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:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
</TABLE>
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 1998-1, CLASS G
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THIS CLASS G CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 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 Certificate represents a Book-entry Certificate registered in the
name of Cede & Co., it shall have this legend.
2 If this Certificate represents a Book-entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<TABLE>
<S> <C>
THE PASS-THROUGH RATE ON THE CLASS F APPROXIMATE AGGREGATE SCHEDULED
CERTIFICATES WILL BE THE LESSER OF (i) PRINCIPAL BALANCE OF THE MORTGAGE LOANS
6.56% PER ANNUM AND (ii) THE WEIGHTED AFTER DEDUCTING PAYMENTS DUE AND
AVERAGE NET MORTGAGE RATE FOR ANY PREPAYMENTS RECEIVED ON OR BEORE CUT-
DISTRIBUTION DATE OFF DATE: $817,874,785
DENOMINATION: $____________ SERVICER: THE CHASE MANHATTAN BANK
DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 1998 SPECIAL SERVICER: CRIIMI MAE SERVICES LIMITED PARTNERSHIP.
CUT-OFF DATE: MAY 1, 1998 TRUSTEE: STATE STREET BANK AND TRUST COMPANY
CLOSING DATE: MAY 15, 1998 PAYING AGENT: THE CHASE MANHATTAN BANK
FIRST DISTRIBUTION DATE: CUSIP NO.: 161505CG5
JUNE 18, 1998
ISIN NO.: US161505CG59
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE CERTIFICATE NO.: _______
OF THE CLASS G CERTIFICATES
AS OF THE CLOSING DATE: $8,178,748
</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 May 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 G
Certificates. The Certificates are designated as the Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-1
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 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
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
$25,000 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
and such action will not result in the withdrawal, downgrade or qualification of
the then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to change the timing and/or nature of deposits
into the Certificate Account or Distribution Account or REO Account or to change
the name in which the Certificate Account is maintained, provided, however, that
the P&I Advance Date shall not be later than the related Distribution Date, an
Opinion of Counsel is obtained to the effect that such action shall not
adversely affect in any material respect the interest of any Certificateholder
and that such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(d) of the Pooling and Servicing Agreement or any
other provision thereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect, and such change shall not, as
evidenced by an Opinion of Counsel, cause either the 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.
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: May 15, 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>
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 Remaining Principal Amount Notation
Date Book-Entry Certificate of Book-Entry Certificate Made By
---- ---------------------- ------------------------- -------
<S> <C> <C> <C>
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
</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:
<TABLE>
<S> <C> <C> <C>
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
</TABLE>
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 1998-1, CLASS H
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (A)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THIS CLASS H CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE
CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF
PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL
SUPPORT DEFICIT ALLOCABLE TO THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY
INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR
INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (A) AN INVESTMENT REPRESENTATION LETTER
FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND
SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT (i) AN EMPLOYEE BENEFIT
PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE
RETIREMENT SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR A GOVERNMENTAL PLAN
(AS DEFINED IN SECTION 3(32) OF ERISA) SUBJECT TO ANY FEDERAL, STATE OR LOCAL
LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING
PROVISIONS OF ERISA OR THE CODE (EACH A "PLAN") OR (ii) A PERSON ACTING ON
BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY
SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 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 Certificate represents a Book-entry Certificate registered in the
name of Cede & Co., it shall have this legend.
2 If this Certificate represents a Book-entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<TABLE>
<S> <C>
PASS-THROUGH RATE: 6.34% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE OF THE
MORTGAGE LOANS AFTER DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DENOMINATION: $____________ RECEIVED ON OR BEFORE CUT-OFF DATE: $817,874,785
DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 1998 SERVICER: THE CHASE MANHATTAN BANK
CUT-OFF DATE: MAY 1, 1998 SPECIAL SERVICER: CRIIMI MAE SERVICES LIMITED PARTNERSHIP.
CLOSING DATE: MAY 15, 1998 TRUSTEE: STATE STREET BANK AND TRUST COMPANY
FIRST DISTRIBUTION DATE: PAYING AGENT: THE CHASE MANHATTAN BANK
JUNE 18, 1998
CUSIP NO.: 161505CH3
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE ISIN NO.: US161505CH33
OF THE CLASS H CERTIFICATES
AS OF THE CLOSING DATE: $18,402,183 CERTIFICATE NO.: _______
</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 May 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 H
Certificates. The Certificates are designated as the Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-1
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 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
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
$25,000 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
and such action will not result in the withdrawal, downgrade or qualification of
the then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to change the timing and/or nature of deposits
into the Certificate Account or Distribution Account or REO Account or to change
the name in which the Certificate Account is maintained, provided, however, that
the P&I Advance Date shall not be later than the related Distribution Date, an
Opinion of Counsel is obtained to the effect that such action shall not
adversely affect in any material respect the interest of any Certificateholder
and that such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(d) of the Pooling and Servicing Agreement or any
other provision thereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect, and such change shall not, as
evidenced by an Opinion of Counsel, cause either the 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.
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: May 15, 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>
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 Remaining Principal Amount Notation
Date Book-Entry Certificate of Book-Entry Certificate Made By
---- ---------------------- ------------------------- -------
<S> <C> <C> <C>
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
</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:
<TABLE>
<S> <C> <C> <C>
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
</TABLE>
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 1998-1, 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
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 ss. 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 Certificate represents a Book-entry Certificate registered in the
name of Cede & Co., it shall have this legend.
2 If this Certificate represents a Book-entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<TABLE>
<S> <C>
PASS-THROUGH RATE: 6.34% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE OF THE
MORTGAGE LOANS AFTER DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DENOMINATION: $____________ RECEIVED ON OR BEFORE CUT-OFF DATE: $817,874,785
DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 1998 SERVICER: THE CHASE MANHATTAN BANK
CUT-OFF DATE: MAY 1, 1998 SPECIAL SERVICER: CRIIMI MAE SERVICES LIMITED PARTNERSHIP.
CLOSING DATE: MAY 15, 1998 TRUSTEE: STATE STREET BANK AND TRUST COMPANY
FIRST DISTRIBUTION DATE: PAYING AGENT: THE CHASE MANHATTAN BANK
JUNE 18, 1998
CUSIP NO.: 161505CJ9
APPROXIMATE AGGREGATE
CERTIFICATE BALANCE ISIN NO.: US161505CJ98
OF THE CLASS I CERTIFICATES
AS OF THE CLOSING DATE: $4,089,374 CERTIFICATE NO.: _______
</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 May 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 I
Certificates. The Certificates are designated as the Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-1
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 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
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
$25,000 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
and such action will not result in the withdrawal, downgrade or qualification of
the then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to change the timing and/or nature of deposits
into the Certificate Account or Distribution Account or REO Account or to change
the name in which the Certificate Account is maintained, provided, however, that
the P&I Advance Date shall not be later than the related Distribution Date, an
Opinion of Counsel is obtained to the effect that such action shall not
adversely affect in any material respect the interest of any Certificateholder
and that such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(d) of the Pooling and Servicing Agreement or any
other provision thereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect, and such change shall not, as
evidenced by an Opinion of Counsel, cause either the 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.
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: May 15, 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>
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 Remaining Principal Amount Notation
Date Book-Entry Certificate of Book-Entry Certificate Made By
---- ---------------------- ------------------------- -------
<S> <C> <C> <C>
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
</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:
<TABLE>
<S> <C> <C> <C>
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
</TABLE>
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 1998-1, 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
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 ss. 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 Certificate represents a Book-entry Certificate registered in the
name of Cede & Co., it shall have this legend.
2 If this Certificate represents a Book-entry Certificate registered in the
name of Cede & Co., it shall have this legend.
<TABLE>
<S> <C>
PASS-THROUGH RATE: 6.34% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE OF THE
MORTGAGE LOANS AFTER DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DENOMINATION: SET FORTH ON SCHEDULE A RECEIVED ON OR BEFORE CUT-OFF DATE: $ 817,874,785
SERVICER: THE CHASE MANHATTAN BANK
DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 1998
SPECIAL SERVICER: CRIIMI MAE SERVICES LIMITED PARTNERSHIP
CUT-OFF DATE: MAY 1, 1998
TRUSTEE: STATE STREET BANK AND TRUST COMPANY
CLOSING DATE: MAY 15, 1998
PAYING AGENT: THE CHASE MANHATTAN BANK
FIRST DISTRIBUTION DATE:
JUNE 18, 1998 CUSIP NO.: 161505CK6
APPROXIMATE AGGREGATE ISIN NO.: US161505CK61
CERTIFICATE BALANCE
OF THE CLASS J CERTIFICATES CERTIFICATE NO.: ______
AS OF THE CLOSING DATE: $14,312,809
</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 May 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 J
Certificates. The Certificates are designated as the Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-1
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 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
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
$25,000 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
and such action will not result in the withdrawal, downgrade or qualification of
the then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to change the timing and/or nature of deposits
into the Certificate Account or Distribution Account or REO Account or to change
the name in which the Certificate Account is maintained, provided, however, that
the P&I Advance Date shall not be later than the related Distribution Date, an
Opinion of Counsel is obtained to the effect that such action shall not
adversely affect in any material respect the interest of any Certificateholder
and that such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(d) of the Pooling and Servicing Agreement or any
other provision thereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect, and such change shall not, as
evidenced by an Opinion of Counsel, cause either the 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.
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: May 15, 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 Remaining Principal Amount Notation
Date Book-Entry Certificate of Book-Entry Certificate Made By
---- ---------------------- ------------------------- -------
<S> <C> <C> <C>
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
- -------------- ----------------------- -------------------------- --------
</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:
<TABLE>
<S> <C> <C> <C>
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
</TABLE>
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 1998-1, 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
_____________________
1 If this Certificate represents a Book-entry Certificate registered in the
name of Cede & Co., it shall have this legend.
[OID LEGEND]
<PAGE>
<TABLE>
<S> <C>
THE PASS-THROUGH RATE ON THE CLASS X CERTIFICATES WILL BE APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE OF THE
EQUAL TO THE EXCESS, IF ANY, OF (i) THE WEIGHTED AVERAGE MORTGAGE LOANS AFTER DEDUCTING PAYMENTS DUE AND PREPAYMENTS
NET MORTGAGE RATE OF THE MORTGAGE LOANS OVER (ii) THE RECEIVED ON OR BEFORE CUT-OFF DATE: $817,874,785
WEIGHTED AVERAGE OF THE OTHER CERTIFICATES (OTHER THAN
THE RESIDUAL CERTIFICATES)3 SERVICER: THE CHASE MANHATTAN BANK
DENOMINATION: $___________ SPECIAL SERVICER: CRIIMI MAE SERVICES LIMITED PARTNERSHIP.
TRUSTEE: STATE STREET BANK AND TRUST COMPANY
DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 1998
PAYING AGENT: THE CHASE MANHATTAN BANK
CUT-OFF DATE: MAY 1, 1998
CLOSING DATE: MAY 15, 1998
CUSIP NO.: 161505CA8
FIRST DISTRIBUTION DATE:
JUNE 18, 1998 ISIN NO.: US161505CA89
APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X COMMON CODE NO.: 8707065
CERTIFICATES AS OF THE CLOSING DATE: $817,874,785
CERTIFICATE NO.: ________
</TABLE>
_____________________
3 As more particularly described int he Pooling and Servicing Agreement,
interest onthe Class X Certificates will 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 May 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 Notional Amount of the Class X
Certificates. The Certificates are designated as the Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-1
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 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.
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
$25,000 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
and such action will not result in the withdrawal, downgrade or qualification of
the then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to change the timing and/or nature of deposits
into the Certificate Account or Distribution Account or REO Account or to change
the name in which the Certificate Account is maintained, provided, however, that
the P&I Advance Date shall not be later than the related Distribution Date, an
Opinion of Counsel is obtained to the effect that such action shall not
adversely affect in any material respect the interest of any Certificateholder
and that such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(d) of the Pooling and Servicing Agreement or any
other provision thereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect, and such change shall not, as
evidenced by an Opinion of Counsel, cause either the 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.
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: May 15, 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:
<TABLE>
<S> <C> <C> <C>
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
</TABLE>
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 1998-1, CLASS R
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER,
SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL
APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS
THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (C) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 (a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN
EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY THE TRANSFEROR TO
THE TRUSTEE OF A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE LAST PAGE
OF THIS CERTIFICATE.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS
CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO
HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN
INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE
POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL
BUYER OR AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO
DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.
THIS CERTIFICATE MAY NOT BE PURCHASED 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 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>
<S> <C>
PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: 100% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE OF THE
MORTGAGE LOANS AFTER DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 1998 RECEIVED ON OR BEFORE CUT-OFF DATE: $817,874,785
CUT-OFF DATE: MAY 1, 1998 SERVICER: THE CHASE MANHATTAN BANK
CLOSING DATE: MAY 15, 1998 SPECIAL SERVICER: CRIIMI MAE SERVICES LIMITED PARTNERSHIP.
FIRST DISTRIBUTION DATE: TRUSTEE: STATE STREET BANK AND TRUST COMPANY
JUNE 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 May 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 R
Certificates. The Certificates are designated as the Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-1
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
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.
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
$25,000 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
and such action will not result in the withdrawal, downgrade or qualification of
the then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to change the timing and/or nature of deposits
into the Certificate Account or Distribution Account or REO Account or to change
the name in which the Certificate Account is maintained, provided, however, that
the P&I Advance Date shall not be later than the related Distribution Date, an
Opinion of Counsel is obtained to the effect that such action shall not
adversely affect in any material respect the interest of any Certificateholder
and that such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(d) of the Pooling and Servicing Agreement or any
other provision thereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect, and such change shall not, as
evidenced by an Opinion of Counsel, cause either the 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 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: May 15, 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:
<TABLE>
<S> <C> <C> <C>
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
</TABLE>
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 1998-1, 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 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>
<S> <C>
PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: 100% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE OF THE
MORTGAGE LOANS AFTER DEDUCTING PAYMENTS DUE AND PREPAYMENTS
DATE OF POOLING AND SERVICING AGREEMENT: AS OF MAY 1, 1998 RECEIVED ON OR BEFORE CUT-OFF DATE: $817,874,785
CUT-OFF DATE: MAY 1, 1998 SERVICER: THE CHASE MANHATTAN BANK
CLOSING DATE: MAY 15, 1998 SPECIAL SERVICER: CRIIMI MAE SERVICES LIMITED PARTNERSHIP.
FIRST DISTRIBUTION DATE: TRUSTEE: STATE STREET BANK AND TRUST COMPANY
JUNE 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 May 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 LR
Certificates. The Certificates are designated as the Chase Commercial Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 1998-1
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
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.
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
$25,000 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
and such action will not result in the withdrawal, downgrade or qualification of
the then-current rating by any Rating Agency, as evidenced by a letter from such
Rating Agency to such effect; to change the timing and/or nature of deposits
into the Certificate Account or Distribution Account or REO Account or to change
the name in which the Certificate Account is maintained, provided, however, that
the P&I Advance Date shall not be later than the related Distribution Date, an
Opinion of Counsel is obtained to the effect that such action shall not
adversely affect in any material respect the interest of any Certificateholder
and that such action will not result in the withdrawal, downgrade or
qualification of the then-current rating by any Rating Agency, as evidenced by a
letter from such Rating Agency to such effect; to modify, eliminate or add to
the provisions of Section 5.02(d) of the Pooling and Servicing Agreement or any
other provision thereof restricting transfer of the Residual Certificates by
virtue of their being the REMIC "residual interests," provided that such change
shall not result in the withdrawal, downgrade or qualification of the
then-current rating assigned to any Class of Certificates, as evidenced by a
letter from each Rating Agency to such effect, and such change shall not, as
evidenced by an Opinion of Counsel, cause either the 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.
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: May 15, 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:
<TABLE>
<S> <C> <C> <C>
TEN COM - as tenant in common UNIF GIFT MIN ACT __________ Custodian
TEN ENT - as tenants by the entireties (Cust)
JT TEN - as joint tenants with rights of Under Uniform Gifts to Minors
survivorship and not as tenants in
common Act __________________________
(State)
</TABLE>
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 B
THE MORTGAGE LOAN SCHEDULE
<TABLE>
<CAPTION>
Mtge.
Rate/
Revised
ID Property Name Mortgagor Address City St. Zip Rate
- -- ------------- --------- ------- ---- --- --- ----
<S> <C> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
1 1900 Northern Boulevard CENTRE MANHASSET LLC 1900 Northern Blvd Manhasset NY 11030 7.100%
2 299 Broadway 299 BROADWAY L.L.C. 299 Broadway New York NY 10007 7.750%
3 330 Madison Avenue 330 MADISON COMPANY, L.L.C. 330 Madison Avenue New York NY 10017 6.520%
4 3937 Campus Drive 3937 CAMPUS DRIVE INV. LP 3937 Campus Drive Pontiac MI 48341 7.625%
5 460 Ward Drive 1200 ENTERPRISES LLC 460 Ward Drive Santa Barbara CA 93111 7.625%
- -----------------------------------------------------------------------------------------------------------------------------------
6 55 West 47th Street 4947 ASSOCIATES LP 55 West 47th Street New York NY 10036 7.360%
7 560 Broadway 560 ASSOCIATES LLC 560 Broadway New York NY 10012 7.120%
8 7 - 11 Audubon Road IRG WAKEFIELD LP 7, 9 & 11 Audubon Road Wakefield MA 01880 7.250%
9 740- 744 Broadway LAFAYETTE-ASTOR ASS. LLC 440 Lafayette Street New York NY 10003 6.945%
10 801 and 949 East Erie AvenFM FRANKFORD ASSOCIATES LP 801 and 949 East Erie Ave. Philadelphia PA 19124 7.375%
- -----------------------------------------------------------------------------------------------------------------------------------
11 905 East Golf Road AREH III LP 905 E. Golf Road Schaumburg IL 60173 7.250%
12 Alum Rock Plaza LAKESHORE INVESTORS LLC 2602-2650 Alum Rock Ave. San Jose CA 95116 7.250%
13 Baymeadows Festival S.C. TSO BAYMEADOWS LLC 8552-8650 Baymeadows Rd Jacksonville FL 32256 7.300%
14 Beachwestern Commons BEACH WESTERN COMMONS LP 4551 Center Western Blvd. Fort Worth TX 76137 7.154%
15 Berlin Circle Plaza ACP JERSEY ASSOCIATES LLC Route 73 & Walker Avenue Berlin NJ 08009 6.800%
- -----------------------------------------------------------------------------------------------------------------------------------
16 Blockbuster & Frazee PaintPECOS-WINDMILL LTD. Multiple Henderson NV 89014 7.125%
16a Blockbuster (at Vista Plaza) 4500-4598 East Tropicana Ave. Las Vegas NV 89121
16b Frazee Paint 191 North Pecos Road Henderson NV 89014
17 Brazos Park Apartments BRAZOS PARK APARTMENTS, LTD. 1800 North Lake Brazos Drive Waco TX 76704 8.126%
18 Builder's Square EAST VALLEY LP Tittabawassee Rd & Fortune BlvSaginaw MI 48604 7.750%
- -----------------------------------------------------------------------------------------------------------------------------------
19 Canton Shopping Center CANTON S.C. COMPANY LLC 42001-42089 Ford Road Canton MI 48187 7.000%
20 Centre Structured Trust 10CENTRE STRUCTURED TRUST 10 Multiple Multiple 7.156%
20a On The Border (Store #2) 2011 Copeland Road Arlington TX 76011
20b On The Border (Store #28) 4306 West Loop 250 North Midland TX 79707
20c On The Border (Store #32) 5117 South Padre Island Drive Corpus Christi TX 72411
- -----------------------------------------------------------------------------------------------------------------------------------
20d Macaroni Grill (Store #45) 5005 West Park Boulevard Plano TX 75093
20e Chili's (Store #352) 1940 North Central Expressway McKinney TX 75070
20f Chili's (Store #418) 685 Interstate 30 Rockwall TX 75087
20g Chili's (Store #436) 3950 West Loop 306 San Angelo TX 76904
20h Chili's (Store #447) 2711 South IH 35 Round Rock TX 78664
- -----------------------------------------------------------------------------------------------------------------------------------
21 Centre Structured Trust 3 CENTRE STRUCTURED TRUST 3 Multiple Multiple 7.156%
21a On The Border (Store #23) 2552 Citiplace Court Baton Rouge LA 70808
21b Chili's (Store #313) 3024 High Point Road Greensboro NC 27403
21c Chili's (Store #380) 6330 East State Street Rockford Il 61108
21d Chili's (Store #393) 3704 Northside Drive Macon GA 31210
- -----------------------------------------------------------------------------------------------------------------------------------
21e Chili's (Store #414) 120 West Mabsy Hood Road Knoxville TN 37922
21f Chili's (Store #465) 585 McCasin Boulevard Louisville CO 80027
22 Centre Structured Trust 6 CENTRE STRUCTURED TRUST 6 Multiple Multiple 7.156%
22a Chili's (Store #320) 7800 North Point Parkway Alpharetta GA 30202
22b Chili's (Store #399) 26782 Portola Parkway Foothill Ranch CA 92610
- -----------------------------------------------------------------------------------------------------------------------------------
22c Chili's (Store #411) 725 McCullough Drive Charlotte NC 28262
22d Chili's (Store #433) 8071 Challis Road Brighton MI 48116
22e Chili's (Store #481) 8100 Giacosa Drive Memphis TN 38133
23 Cobblestone Grove Apts. PENN GARDENS CPTL. PTNRS LLC 3800 Woodridge Blvd Fairfield OH 45014 7.020%
24 Columbia Wellness Center 759-761 WORCESTER ROAD LP 759-761 Worcester Road Framingham MA 01701 7.750%
- -----------------------------------------------------------------------------------------------------------------------------------
25 Coppertree Apartments TREE COPPER LTD 2425 Cromwell Circle Austin TX 78741 8.126%
26 Cortland Estates CORTLAND MHP ASSOCIATES INC Route 13 and Star Road Cortlandville NY 13045 7.000%
27 Delco Plaza DELCO DEVELOPMENT COMPANY 285 Broadway Hicksville NY 11801 7.000%
28 Depotech Corp. Building LASDK LIMITED PARTNERSHIP 10450 Science Center Drive San Diego CA 92121 7.200%
29 Drum Hill Shopping Ctr. DRUM HILL REALTY TRUST 66 Parkhurst Road Chelmsford MA 01824 8.375%
- -----------------------------------------------------------------------------------------------------------------------------------
30 El Paseo Elegante EL PASEO COLLECTION ELEG. 73151 El Paseo Palm Desert CA 92260 7.250%
31 Embassy Suites PROMUS/FELCOR HOTELS, L.L.C. Multiple Multiple 6.988%
988%
31a Embassy Suites #1 1030 Crown Pointe Parkway Atlanta GA 30338
31b Embassy Suites #2 707 East Butterfield Road Lombard IL 60148
31c Embassy Suites #3 10601 Metcalf Avenue Overland Park KS 66212
- -----------------------------------------------------------------------------------------------------------------------------------
31d Embassy Suites #4 4700 Creedmoor Road Raleigh NC 27612
31e Embassy Suites #5 909 Parsippany Boulevard Parsippany NJ 07054
31f Embassy Suites #6 5901 North Interstate 35 Austin TX 78723
31g Embassy Suites #7 101 McInnis Parkway San Rafael CA 94903
31h Embassy Suites #8 1211 East Garvey Avenue Covina CA 91724
31i Embassy Suites #9 7750 Briaridge Drive San Antonio TX 78230
- -----------------------------------------------------------------------------------------------------------------------------------
32 Ensign Apartments GPW LLC 3800 Ensign Road NE Olympia WA 98506 8.100%
33 Fairview Green Apts. FAIRVIEW GREEN APARTMENTS 2601 South Fairview St. Santa Ana CA 92704 7.143%
34 Franklin Village S.C. FRANKLIN VILLAGE TRUST MA Route 140 and I495 Franklin MA 02038 7.600%
35 G&K Portfolio I BECK PARK APARTMENTS, ET AL. Multiple Multiple CA 7.143%
35a Beck Park Apartments 6245 Beck Avenue Los Angeles CA 91606
- -----------------------------------------------------------------------------------------------------------------------------------
35b Lawrence Road Apts. 3555 Warburtan Avenue Santa Clara CA 65051
35c Placita Gardens Apts. 9353 Pioneer Boulevard Santa Fe SpringsCA 95051
35d Skyline View Gardens I&II 3880 Callan Boulevard San Francisco CA 94080
36 Gables Apartments THE GABLES APARTMENTS, LTD. 401 University Oaks Blvd. College Station TX 77840 8.126%
37 Great Woods Marketplace GREAT WOODS MKTPL. ASSOC LP 175 Nonsfield Avenue Norton MA 02766 7.000%
- -----------------------------------------------------------------------------------------------------------------------------------
38 Guess? Store, South Beach 736 COLLINS INC 736 Collins Avenue Miami Beach FL 33139 7.250%
39 H.E. Butt Grocery Store #2HEBSPC SA24 INC 6000 West Avenue Castle Hills TX 78213 7.000%
40 H.E. Butt Grocery Store #3HEBSPC SA34 INC 6030 Montgomery Drive San Antonio TX 78252 7.000%
41 Hamptons Apartments HAMPTONS APARTMENTS LLC 27020-27040 Cedar Road Beachwood OH 44122 6.850%
42 Harbor Court Hotel STEUART STREET VENTURE LP 165 Steuart Street San Francisco CA 94105 8.750%
- -----------------------------------------------------------------------------------------------------------------------------------
43 Harbor Plaza HARBOR PLAZA LLC 235 Camden Street Rockland ME 04843 7.000%
44 HD Computer Buildings HD SYSTEMS LLC 980 Walsh Avenue Santa Clara CA 95050 7.125%
45 Hechingers Home Pro. Ctr. BASEBALL LP 1900 Deptford Center Road Deptford NJ 08096 7.625%
46 Holiday Inn Brookline BEACON 1200 ASSOC., LLP 1200 Beacon Street Brookline MA 02146 9.125%
47 Hollister Business Park HOLLISTER BUSINESS PARK LTD 7402 - 7410 Hollister Avenue Goleta CA 93111 7.360%
- -----------------------------------------------------------------------------------------------------------------------------------
48 Hotel Vintage Plaza PORTLAND HOTEL ASSOCIATES 422 SW Broadway Portland OR 97205 8.750%
49 Ingram Festival S.C. INGRAM FESTIVAL LP 6065 NW Loop 410 San Antonio TX 78238 7.740%
50 Livermore Gardens Apts. LIVERMORE GARDENS A CA LP 5720 East Avenue Livermore CA 94550 7.143%
51 MacArthur Park Apartments LOVELAND-PIERCE III LTD 660-681 Park Avenue Loveland OH 45140 7.000%
52 North Point@Marsh Creek IIMARSH CREEK FIVE LP One Uwchlan Avenue Exton PA 19341 7.500%
- -----------------------------------------------------------------------------------------------------------------------------------
53 Northshore Plaza NORTHSHORE PLAZA LLC Cheyenne Ave.&Soaring Gulls DrLas Vegas NV 89129 8.125%
54 Oaks Apartments THE OAKS APARTMENTS, LTD. 700 Hickory Drive Huntsville TX 77340 7.285%
55 Paper Moon Apartments TEXAS PAPER MOON APTS, LTD. 2213 Avenue H Huntsville TX 77340 7.490%
56 Park Roseville PARK ROSEVILLE 275 Folsom Road Roseville CA 95678 7.300%
57 Pine Tree Mall PINE TREE MALL ASSOC LP 2800 Roosevelt Road Marinette WI 54143 9.500%
- -----------------------------------------------------------------------------------------------------------------------------------
58 Port Richmond Plaza PORT RICHMOND ASSOC. LLC 2403 - 2499 Aramingo Ave. Philadelphia PA 19125 7.174%
59 Redstone Apartments REDSTONE APARTMENTS LTD 1301 Bartholow Drive College Station TX 77840 8.126%
60 Royal Palm Apartments THE VILLAS@CTRL PK ASSOC. LP 2171-2527 West Oakridge Road Orlando FL 32809 8.650%
61 Ruffe Snow Village RUFE SNOW LP 6240 Rufe Snow Drive N Richland HillsTX 76117 7.154%
62 Rykoff-Sexton VENTNOR ASSOCIATES LLC 140 Morgan Drive Norwood MA 02062 7.255%
- -----------------------------------------------------------------------------------------------------------------------------------
63 San Gabriel Square TEXAS SAN GABRIEL SQ. LTD 2212 San Gabriel Street Austin TX 78705 7.122%
64 Scandia Apartments SCANDIA APARTMENTS, LTD. 401 Anderson Street College Station TX 77840 8.126%
65 Seventh Avenue S.C. BAP-SEVENTH AVENUE INC 1100 NW 7th Avenue North Miami FL 33168 7.375%
66 Sierra Oaks S.C. SIERRA OAKS-MADISON LP Sierra Colllege Boulevard Granite Bay CA 95746 6.950%
67 Squire Hill Apartments SQUIRE HILL LLC 175 Brushy Plain Rd. Branford CT 06405 6.940%
- -----------------------------------------------------------------------------------------------------------------------------------
68 Star Market - Hyde Park W/S CARDINAL HYDE PARK 1377 Hyde Park Avenue Hyde Park MA 02136 7.625%
69 Star Market - Somerville W/S CARDINAL BEACON 275 Beacon Street Somerville MA 02143 7.625%
70 Steeplechase Apartments STEEPLECHASE ADVISORS LLC 6790 River Downs Dr Centerville OH 45459 7.080%
71 Tara Shopping Plaza TARA CROSSING LLC U Riverdale Road&Lee's Mill RoJonesboro GA 30236 7.000%
72 Vineyards FC VINEYARDS LP 1200 Vineyards Drive Broadview Hts. OH 44147 7.000%
- -----------------------------------------------------------------------------------------------------------------------------------
73 Vista Plaza Shopping CenteNEVADA INVESTMENT PROP. 4500 - 4580 E. Tropicana AvenuLas Vegas NV 89121 7.125%
74 Wadsworth Plaza JS EQUITIES INC 1600-1616 Wadsworth Plaza Philadelphia PA 19150 7.400%
75 Walden Pond Apartments WALDEN POND APTS. LTD. 700 West FM 2818 College Station TX 77840 8.126%
76 Warm Springs Plaza WARM SPRINGS PLAZA LLC 7380 South Eastern Blvd Las Vegas NV 89123 7.187%
77 Waterfront I & II WATERFRONT INV. GROUP LLC 801 N. Fairfax St.&209 MadisonAlexandria VA 22314 7.150%
78 Wild Harvest Supermarket ANDOVER MAIN STREET LLC 40 Railroad Street Andover MA 01810 7.250%
</TABLE>
Orig. Orig.
Term Rem. Mat. Am.
Net Mtge. Original Cut-off to Term Date/ Term
ID Rate Balance Date Balance Mat. (mo.) ARD (mo.)
- -- ---- ------- ------------ ---- ----- --- ------
- --------------------------------------------------------------------------
1 7.015% $2,925,000 $2,920,285 84 82 3/1/05 360
2 7.665% 13,000,000 12,913,203 240 234 11/1/17 300
3 6.490% 60,000,000 60,000,000 120 120 5/10/08
4 7.540% 3,200,000 3,195,353 120 118 3/1/08 360
5 7.540% 3,750,000 3,739,040 120 116 1/1/08 360
- --------------------------------------------------------------------------
6 7.275% 23,000,000 22,969,516 120 118 3/10/08 360
7 7.035% 12,150,000 12,150,000 120 120 5/10/08 360
8 7.165% 6,000,000 6,000,000 124 120 5/1/08 300
9 6.860% 21,000,000 21,000,000 120 120 5/10/08 360
10 7.290% 4,500,000 4,494,058 120 118 3/10/08 360
- --------------------------------------------------------------------------
11 7.165% 7,150,000 7,150,000 120 120 5/10/08 360
12 7.165% 3,460,000 3,460,000 120 120 5/10/08 300
13 7.215% 4,815,000 4,811,281 120 119 4/10/08 360
14 7.069% 7,000,000 7,000,000 120 118 3/1/08 330
15 6.715% 12,000,000 11,989,769 84 83 4/10/05 360
- --------------------------------------------------------------------------
16 7.040% 1,200,000 1,195,449 240 238 3/1/18 240
16a 536,646 534,611
16b 663,354 660,838
17 8.041% 3,280,000 3,260,163 120 111 8/1/07 360
18 7.665% 5,750,000 5,737,367 120 118 3/1/08 300
- --------------------------------------------------------------------------
19 6.915% 5,100,000 5,088,369 120 118 3/10/08 300
20 7.071% 13,969,505 13,958,108 240 234 11/1/17 330
20a 1,764,569 1,763,129
20b 1,666,537 1,665,178
20c 2,058,664 2,056,984
- --------------------------------------------------------------------------
20d 2,254,727 2,252,888
20e 1,519,490 1,518,250
20f 1,568,506 1,567,226
20g 1,372,443 1,371,323
20h 1,764,569 1,763,129
- --------------------------------------------------------------------------
21 7.071% 9,332,939 9,325,484 240 234 11/1/17 330
21a 2,329,783 2,327,921
21b 1,479,540 1,478,358
21c 1,282,268 1,281,244
21d 1,282,268 1,281,244
- --------------------------------------------------------------------------
21e 1,479,540 1,478,358
21f 1,479,540 1,478,358
22 7.071% 8,592,095 8,585,451 240 234 11/1/17 330
22a 1,592,972 1,591,741
22b 1,792,094 1,790,708
- --------------------------------------------------------------------------
22c 1,991,215 1,989,676
22d 1,622,841 1,621,586
22e 1,592,972 1,591,741
23 6.935% 11,600,000 11,571,421 84 81 2/1/05 360
24 7.665% 9,500,000 9,472,919 180 176 1/1/13 360
- --------------------------------------------------------------------------
25 8.041% 6,300,000 6,257,519 120 110 7/1/07 360
26 6.915% 2,300,000 2,298,115 120 119 4/10/08 360
27 6.915% 17,700,000 17,700,000 120 120 5/10/08 360
28 7.115% 14,000,000 13,912,926 180 178 3/1/13 180
29 8.290% 9,200,000 9,165,086 121 115 12/1/07 360
- --------------------------------------------------------------------------
30 7.165% 2,000,000 1,998,440 120 119 4/10/08 360
31 6.988% 114,000,000 113,431,059 120 116 1/10/08 300
8.988%
31a 13,650,000 13,581,877
31b 16,100,000 16,019,650
31c 10,400,000 10,348,097
- --------------------------------------------------------------------------
31d 13,750,000 13,681,378
31e 17,050,000 16,964,908
31f 15,800,000 15,721,147
31g 14,050,000 13,979,881
31h 3,300,000 3,283,531
31i 9,900,000 9,850,592
- --------------------------------------------------------------------------
32 8.015% 1,350,000 1,343,660 120 113 10/1/07 360
33 7.058% 5,920,000 5,920,000 120 120 5/10/08 360
34 7.515% 30,000,000 29,889,497 120 115 12/1/07 360
35 7.058% 27,000,000 27,000,000 120 120 5/10/08 360
35a 3,450,000 3,450,000
- --------------------------------------------------------------------------
35b 6,500,000 6,500,000
35c 5,350,000 5,350,000
35d 11,700,000 11,700,000
36 8.041% 2,570,000 2,552,670 120 110 7/1/07 360
37 6.915% 8,400,000 8,387,832 120 118 3/1/08 360
- --------------------------------------------------------------------------
38 7.165% 3,000,000 3,000,000 120 120 5/10/08 360
39 6.915% 7,867,000 7,793,299 216 212 1/1/16 216
40 6.915% 8,513,000 8,433,247 216 212 1/1/16 216
41 6.765% 26,000,000 25,978,049 120 119 4/10/08 360
42 8.665% 14,800,000 14,672,480 120 111 8/1/07 300
- --------------------------------------------------------------------------
43 6.915% 8,000,000 8,000,000 120 120 5/10/08 300
44 7.040% 5,500,000 5,495,602 120 119 4/10/08 360
45 7.540% 7,850,000 7,832,404 120 118 3/1/08 300
46 9.040% 14,750,000 14,531,654 120 104 1/1/07 300
47 7.275% 15,750,000 15,701,473 120 116 1/1/08 360
- --------------------------------------------------------------------------
48 8.665% 14,000,000 13,879,373 120 111 8/1/07 300
49 7.655% 18,880,000 18,798,584 120 114 11/1/07 360
50 7.058% 5,315,000 5,315,000 120 120 5/10/08 360
51 6.915% 2,230,000 2,230,000 120 120 5/10/08 360
52 7.415% 6,300,000 6,271,004 120 116 1/1/08 300
- --------------------------------------------------------------------------
53 8.040% 8,000,000 7,978,854 123 116 1/1/08 360
54 7.200% 890,000 887,919 120 117 2/1/08 360
55 7.405% 1,645,000 1,637,545 120 114 11/1/07 360
56 7.180% 5,200,000 5,195,984 120 119 4/10/08 360
57 9.415% 11,100,000 11,089,037 130 119 4/1/08 360
- --------------------------------------------------------------------------
58 7.089% 12,000,000 11,990,497 120 119 4/10/08 360
59 8.041% 5,280,000 5,244,397 120 110 7/1/07 360
60 8.565% 4,800,000 4,753,127 300 290 7/1/22 300
61 7.069% 5,350,000 5,350,000 120 118 3/1/08 330
62 7.170% 7,500,000 7,464,112 120 116 1/1/08 300
- --------------------------------------------------------------------------
63 7.037% 2,040,000 2,040,000 120 120 5/1/08 360
64 8.041% 3,680,000 3,655,186 120 110 7/1/07 360
65 7.290% 8,000,000 8,000,000 120 120 5/10/08 360
66 6.865% 6,600,000 6,583,514 120 117 2/1/08 360
67 6.855% 2,560,000 2,553,593 120 117 2/1/08 360
- --------------------------------------------------------------------------
68 7.540% 7,675,000 7,666,425 300 299 4/1/23 300
69 7.540% 4,200,000 4,195,308 300 299 4/1/23 300
70 6.995% 12,955,000 12,923,457 120 117 2/1/08 360
71 6.915% 7,750,000 7,730,831 60 57 2/1/03 360
72 6.915% 11,000,000 10,990,983 120 119 4/10/08 360
- --------------------------------------------------------------------------
73 7.040% 3,800,000 3,785,588 240 238 3/1/18 240
74 7.315% 2,350,000 2,340,993 120 115 12/1/07 360
75 8.041% 3,250,000 3,228,085 120 110 7/1/07 360
76 7.102% 7,500,000 7,494,076 120 119 4/10/08 360
77 7.065% 18,100,000 18,085,597 121 120 5/10/08 360
78 7.165% 5,250,000 5,233,469 120 116 1/1/08 360
Rem.
Am. Interest
Term 1st Month Appraised Cut-off Service Accrual
ID (mo.) Pmt. Value LTV DSCR Fee Basis
-- ----- ---- ----- --- ---- --- -----
- ----------------------------------------------------------------------
1 358 $19,657 $5,000,000 58% 1.43 0.085% 30/360
2 294 98,193 19,000,000 68% 1.40 0.085% 30/360
3 330,528 160,000,000 38% 2.90 0.030% ACT/360
4 358 22,649 4,300,000 74% 1.28 0.085% 30/360
5 356 26,542 5,400,000 69% 1.28 0.085% 30/360
- ----------------------------------------------------------------------
6 358 158,620 40,000,000 57% 1.46 0.085% ACT/360
7 360 81,816 16,200,000 75% 1.46 0.085% ACT/360
8 296 43,368 9,300,000 65% 1.43 0.085% 30/360
9 360 138,939 36,100,000 58% 1.96 0.085% ACT/360
10 358 31,080 6,200,000 72% 1.41 0.085% ACT/360
- ----------------------------------------------------------------------
11 360 48,776 9,400,000 76% 1.38 0.085% 30/360
12 300 25,009 4,975,000 70% 1.51 0.085% ACT/360
13 359 33,010 6,400,000 75% 1.41 0.085% ACT/360
14 328 48,562 8,880,000 79% 1.33 0.085% 30/360
15 359 78,231 22,500,000 53% 1.96 0.085% 30/360
- ----------------------------------------------------------------------
16 238 9,394 1,610,000 74% 1.38 0.085% 30/360
16a 4,201 720,000 74% 1.38
16b 5,193 890,000 74% 1.38
17 351 24,356 4,100,000 80% 1.33 0.085% 30/360
18 298 43,431 7,700,000 75% 1.32 0.085% 30/360
- ----------------------------------------------------------------------
19 298 36,046 6,700,000 76% 1.35 0.085% ACT/360
20 324 85,822 14,250,000 98% 1.00 0.085% 30/360
20a 10,841 1,800,000 98% 1.00
20b 10,238 1,700,000 98% 1.00
20c 12,647 2,100,000 98% 1.00
- ----------------------------------------------------------------------
20d 13,852 2,300,000 98% 1.00
20e 9,335 1,550,000 98% 1.00
20f 9,636 1,600,000 98% 1.00
20g 8,432 1,400,000 98% 1.00
20h 10,841 1,800,000 98% 1.00
- ----------------------------------------------------------------------
21 324 57,325 9,462,000 99% 1.00 0.085% 30/360
21a 14,310 2,362,000 99% 1.00
21b 9,088 1,500,000 99% 1.00
21c 7,876 1,300,000 99% 1.00
21d 7,876 1,300,000 99% 1.00
- ----------------------------------------------------------------------
21e 9,088 1,500,000 99% 1.00
21f 9,088 1,500,000 99% 1.00
22 324 52,757 8,630,000 99% 1.00 0.085% 30/360
22a 9,781 1,600,000 99% 1.00
22b 11,004 1,800,000 99% 1.00
- ----------------------------------------------------------------------
22c 12,226 2,000,000 99% 1.00
22d 9,965 1,630,000 99% 1.00
22e 9,781 1,600,000 99% 1.00
23 357 77,331 15,535,000 74% 1.33 0.085% 30/360
24 356 68,059 12,700,000 75% 1.31 0.085% 30/360
- ----------------------------------------------------------------------
25 350 46,782 8,700,000 72% 1.49 0.085% 30/360
26 359 15,302 3,100,000 74% 1.54 0.085% ACT/360
27 360 117,759 24,150,000 73% 1.34 0.085% ACT/360
28 178 127,407 25,000,000 56% 1.45 0.085% 30/360
29 354 69,927 11,600,000 79% 1.32 0.085% 30/360
- ----------------------------------------------------------------------
30 359 13,644 2,700,000 74% 1.42 0.085% ACT/360
31 296 804,856 239,650,000 47% 2.40 0.030% ACT/360
31a 96,371 30,400,000 45% 2.40
31b 113,668 26,200,000 61% 2.40
31c 73,425 21,000,000 49% 2.41
- ----------------------------------------------------------------------
31d 97,077 34,000,000 40% 2.40
31e 120,375 37,300,000 45% 2.40
31f 111,550 30,500,000 52% 2.40
31g 99,195 30,500,000 46% 2.41
31h 23,298 11,750,000 28% 2.42
31i 69,895 18,000,000 55% 2.40
- ----------------------------------------------------------------------
32 353 10,000 1,800,000 75% 1.39 0.085% 30/360
33 360 39,956 7,400,000 80% 1.32 0.085% ACT/360
34 355 211,822 39,000,000 77% 1.23 0.085% 30/360
35 360 182,232 34,550,000 78% 1.31 0.085% ACT/360
35a 23,285 4,400,000 78% 1.19
- ----------------------------------------------------------------------
35b 43,871 8,350,000 78% 1.20
35c 36,109 6,800,000 79% 1.19
35d 78,967 15,000,000 78% 1.19
36 350 19,084 3,200,000 80% 1.23 0.085% 30/360
37 358 55,885 11,000,000 76% 1.41 0.085% ACT/360
- ----------------------------------------------------------------------
38 360 20,465 4,000,000 75% 1.35 0.085% ACT/360
39 212 64,156 8,800,000 89% 1.03 0.085% 30/360
40 212 69,424 9,500,000 89% 1.03 0.085% 30/360
41 359 170,367 35,800,000 73% 1.77 0.085% 30/360
42 291 121,677 23,400,000 63% 1.57 0.085% 30/360
- ----------------------------------------------------------------------
43 300 56,542 10,600,000 75% 1.41 0.085% ACT/360
44 359 37,055 9,000,000 61% 2.02 0.085% ACT/360
45 298 58,651 10,500,000 75% 1.42 0.085% 30/360
46 284 125,046 22,000,000 66% 1.58 0.085% 30/360
47 356 108,620 22,100,000 71% 1.35 0.085% ACT/360
- ----------------------------------------------------------------------
48 291 115,100 23,000,000 60% 1.81 0.085% 30/360
49 354 135,128 23,600,000 80% 1.25 0.085% 30/360
50 360 35,873 7,150,000 74% 1.31 0.085% ACT/360
51 360 14,836 2,875,000 78% 1.33 0.085% ACT/360
52 296 46,556 10,000,000 63% 1.37 0.085% 30/360
- ----------------------------------------------------------------------
53 353 59,400 11,000,000 73% 1.42 0.085% 30/360
54 357 6,093 1,270,000 70% 1.23 0.085% 30/360
55 354 11,491 2,150,000 76% 1.36 0.085% 30/360
56 359 35,650 7,100,000 73% 1.41 0.120% ACT/360
57 349 93,335 14,600,000 76% 1.22 0.085% 30/360
- ----------------------------------------------------------------------
58 359 81,243 15,200,000 79% 1.34 0.085% ACT/360
59 350 39,208 6,600,000 79% 1.24 0.085% 30/360
60 290 39,137 7,300,000 65% 1.28 0.085% 30/360
61 328 37,115 7,300,000 73% 1.34 0.085% 30/360
62 296 54,235 10,300,000 72% 1.35 0.085% 30/360
- ----------------------------------------------------------------------
63 360 13,740 2,610,000 78% 1.40 0.085% ACT/360
64 350 27,326 4,600,000 79% 1.16 0.085% 30/360
65 360 55,254 10,600,000 75% 1.34 0.085% 30/360
66 357 43,689 8,700,000 76% 1.41 0.085% 30/360
67 357 16,929 3,200,000 80% 1.43 0.085% 30/360
- ----------------------------------------------------------------------
68 299 57,343 8,600,000 89% 1.20 0.085% 30/360
69 299 31,380 4,700,000 89% 1.20 0.085% 30/360
70 357 86,887 17,390,000 74% 1.31 0.085% 30/360
71 357 51,561 10,000,000 77% 1.93 0.085% 30/360
72 359 73,183 15,600,000 70% 1.21 0.085% 30/360
- ----------------------------------------------------------------------
73 238 29,747 5,210,000 73% 1.36 0.085% 30/360
74 355 16,271 3,000,000 78% 1.32 0.085% 30/360
75 350 24,133 4,300,000 75% 1.13 0.085% 30/360
76 359 50,843 10,000,000 75% 1.45 0.085% 30/360
77 359 122,249 25,150,000 72% 1.26 0.085% ACT/360
78 356 35,814 7,600,000 69% 1.66 0.085% 30/360
<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
1998-1
Ladies and Gentlemen:
This letter is delivered pursuant to Section 5.02 of the Pooling and
Servicing Agreement dated as of May 1, 1998 (the "Pooling and Servicing
Agreement"), by and among Chase Commercial Mortgage Securities Corp., as
Depositor, The Chase Manhattan Bank, as Servicer, CRIIMI MAE Services Limited
Partnership, 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 1998-1 (the
"Certificates") in connection with the transfer by _________________ (the
"Seller") to the undersigned (the "Purchaser") of $_______________ aggregate
Certificate Balance of Class ___ Certificates (the "Certificate"). Capitalized
terms used and not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.
In connection with such transfer, the Purchaser hereby represents and
warrants to you and the addressees hereof as follows:
1. Check one of the following:*
_____________
* Purchaser must include on of the following two certifications.
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.
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 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:
<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 1998-1, 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
("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 May 1, 1998 among Chase Commercial Mortgage
Securities Corp., as Depositor, The Chase Manhattan Bank, as Servicer, CRIIMI
MAE Services Limited Partnership, 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 1998-1
Ladies and Gentlemen:
[Transferor] has reviewed the attached affidavit of [Transferee], and has
no actual knowledge that such affidavit is not true and has no reason to know
that the requirements set forth in paragraphs 3 and 4 thereof are not satisfied
or that the information contained in paragraphs 3 and 4 thereof is not true.
Very truly yours,
[Transferor]
_________________________
<PAGE>
EXHIBIT E
(INTENTIONALLY DELETED)
<PAGE>
EXHIBIT F
REQUEST FOR RELEASE
__________[Date]
[TRUSTEE]
Re: Chase Commercial Mortgage Securities Corp. Commercial
Mortgage Pass-Through Certificates, Series 1998-1,
REQUEST FOR RELEASE
Dear _______________________,
In connection with the administration of the Mortgage Files held by or on
behalf of you as Trustee under a certain Pooling and Servicing Agreement dated
as of May 1, 1998 (the "Pooling and Servicing Agreement"), by and among Chase
Commercial Mortgage Securities Corp., as depositor, [the undersigned, as
servicer ("the Servicer"), CRIIMI MAE Services Limited Partnership, as special
servicer,] [The Chase Manhattan Bank, as servicer, the undersigned, as special
servicer (the "Special Servicer"),] and you, as trustee, the undersigned hereby
requests a release of the Mortgage File (or the portion thereof specified below)
held by or on behalf of you as Trustee with respect to the following described
Mortgage Loan for the reason indicated below.
Mortgagor's Name:
Address:
Loan No.:
If only particular documents in the Mortgage File are requested, please specify
which:
Reason for requesting file (or portion thereof):
______1. Mortgage Loan paid in full. The [Servicer]
[Special Servicer] hereby certifies that all
amounts received in connection with the
Mortgage Loan have been or will be credited
to the Certificate Account pursuant to the
Pooling and Servicing Agreement.
______2. The Mortgage Loan is being foreclosed.
______3. Other. (Describe)
<PAGE>
The undersigned acknowledges that the above Mortgage File (or requested
portion thereof) will be held by the undersigned in accordance with the
provisions of the Pooling and Servicing Agreement and will be returned to you or
your designee within ten (10) days of our receipt thereof, unless the Mortgage
Loan has been paid in full, in which case the Mortgage File (or such portion
thereof) will be retained by us permanently, or unless the Mortgage Loan is
being foreclosed, in which case the Mortgage File (or such portion thereof) will
be returned when no longer required by us for such purpose.
Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.
[SERVICER][SPECIAL SERVICER]
By:_______________________________
Name:
Title:
<PAGE>
EXHIBIT G
FORM OF ERISA REPRESENTATION LETTER
The Chase Manhattan Bank,
as Certificate Registrar
450 West 33rd Street
Structured Finance Services (MBS)
15th Floor
New York, New York 10001
Attention:
Chase Commercial Mortgage Securities Corp.
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
1998-1
Ladies and Gentlemen:
The undersigned (the "Purchaser") proposes to purchase $____________
initial Certificate Balance of Chase Commercial Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 1998-1, Class __ (the
"Certificate") issued pursuant to that certain Pooling and Servicing Agreement,
dated as of May 1, 1998 (the "Pooling and Servicing Agreement"), by and among
Chase Commercial Mortgage Securities Corp., as depositor (the "Depositor"), The
Chase Manhattan Bank as servicer (the "Servicer"), CRIIMI MAE Services Limited
Partnership, 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 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 DISTRIBUTION DATE STATEMENT
CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
DISTRIBUTION DATE STATEMENT
Page #1
<TABLE>
<CAPTION>
Original Beginning Prepayment Collateral Ending
Certificate Certificate Principal Interest Penalties Support Deficit Total Certificate
Class Cusip# Balance Balance Distribution Distribution (PP/YMC) Allocation/(Reimb) Distribution Balance
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Total
</TABLE>
<TABLE>
<CAPTION>
Original Beginning Prepayment Ending
Notional Notional Interest Penalties Total Notional
Class Cusip# Amount Amount Distribution (PP/YMC) Distribution Balance
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
Factor Information Per $1,000
<TABLE>
<CAPTION>
Pass
Principal Interest End Pin Through
Class Cusip# Distribution Distribution Balance Rate
<S> <C> <C> <C> <C> <C>
</TABLE>
Factor Information Per $1,000
<TABLE>
<CAPTION>
Pass Through Rates
---------------------------
Ending Current Pass Next Pass
Interest Notional Through Through
Class Cusip# Distribution Balance Rate Rate
<S> <C> <C> <C> <C> <C>
</TABLE>
- --------------------------------------------------------------------------------
If there are any questions or comments, please contact the Administrator listed
below:
Gary Trenaman
The Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, New York 10001
(212) 946-7118
The Chase Manhattan Bank
Servicer
- --------------------------------------------------------------------------------
<PAGE>
DISTRIBUTION DATE STATEMENT
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) (vi) 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
Available Distribution Amount
Accrued Certificate Interest
Class Accrued Cert. Interest Cert. Deferred Interest
Sec. 4.02 (a) (xiii) Scheduled Principal Distribution Amount
Unscheduled Principal Distribution Amount
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
Class Current Unpaid Cumulative Unpaid
Interest Shortfall Interest Shortfall
Sec. 4.02 (a)(xx) Distribution to Residual Certificates
Dist Date:
Record Date:
<PAGE>
STATEMENT TO CERTIFICATEHOLDERS
Distribution of Mortgage Loan Characteristics Page #3
Stratification By Current Loan Balance
Current
Scheduled % of Agg. Weighted Average
Principal #of Principal Prin --------------------------
Balance Loans Balance Balance WAM Note rate DSCR
TOTALS
Average Principal Balance:
Stratification By Remaining Stated Term (Balloon Loans Only)
Remaining % of Agg. Weighted Average
Stated #of Principal Prin --------------------------
Term Loans Balance Balance WAM Note rate DSCR
TOTALS
Stratification By Mortgage Loan Current Note Rate
Current % of Agg. Weighted Average
Note #of Principal Prin --------------------------
Rate Loans Balance Balance WAM Note rate DSCR
TOTALS
Stratification By Remaining Stated Term (Fully Amortizing Loans Only)
Remaining % of Agg. Weighted Average
Stated #of Principal Prin --------------------------
Term Loans Balance Balance WAM Note rate DSCR
TOTALS
<PAGE>
STATEMENT TO CERTIFICATEHOLDERS
Distribution of Mortgage Loan Characteristics Page #4
Stratification By Debt Service Coverage Ratio (DSCR)
Debt Service % of Agg. Weighted Average
Coverage #of Principal Prin --------------------------
Ratio Loans Balance Balance WAM Note rate DSCR
TOTALS
Stratification By State
% of Agg. Weighted Average
#of Principal Prin --------------------------
State Loans Balance Balance WAM Note rate DSCR
TOTALS
Stratification By Seasoning
% of Agg. Weighted Average
#of Principal Prin --------------------------
Seasoning Loans Balance Balance WAM Note rate DSCR
TOTALS
Stratification By Property Type
% of Agg. Weighted Average
Property #of Principal Prin --------------------------
Type Loans Balance Balance WAM Note rate DSCR
TOTALS
<PAGE>
STATEMENT TO CERTIFICATEHOLDERS
Monthly Loan Status Detail Page #5
<TABLE>
<CAPTION>
Offering Metropolitan Neg.
Memorandum Property Statistical Monthly Gross Maturity Amort
Loan ID Cross-Reference Type(I) Area State P&I Coupon Date (Y/N)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
Beginning Ending Paid Appraisal Appraisal Has Loan Ever Loan
Scheduled Scheduled Thru Reduction Reduction Been Specially Status
Loan ID Balance Balance Date Date Amount Serviced?(Y/N) Code(II)
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
(I) 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)
(II) Loan Status Code
1. Specially Serviced
2. Foreclosure
3. Bankruptcy
4. REO
5. Prepayment in Full
6. Discounted Payoff
7. Foreclosure Sale
8. Bankruptcy Sale
9. REO Disposal
10. Modification/Workout
11. Rehabilitated/Corrected
<PAGE>
STATEMENT TO CERTIFICATEHOLDERS
Principal Payment Detail Page #6
<TABLE>
<CAPTION>
Offering Memorandum Curtailment
Loan Number Cross-Reference Amount Payoff Amount
<S> <C> <C> <C>
</TABLE>
<PAGE>
STATEMENT TO CERTIFICATEHOLDERS
Historical Information Page #7
<TABLE>
<CAPTION>
Delinquencies
1 Month 2 Months 3+ Months Foreclosure REO Modifications
Distrib. ----------------- ---------------- ---------------- ----------------- --------------- ----------------
Date # Balance # Balance # Balance # Balance # Balance # Balance
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
Prepayments Rates & Maturities
---------------------------------- ------------------------------
Curtailment Payoff Next Weighted Avg.
Distrib. ----------------- ---------------- --------------------
Date # Amount # Amount Coupon Remit WAM
<S> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
<PAGE>
STATEMENT TO CERTIFICATEHOLDERS
Advance Summary Page #8
Master Servicer P&I Advances Made (Current)
Master Servicer Unreimbursed P&I Advances Outstanding (Cumulative)
Interest Accrued & Payable to Master Servicer 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 Ending
Certificate Interest Unpaid Interest Interest Unpaid
Class Interest Shortfall Interest Loss Expenses Payable Distributable Interest
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Totals
</TABLE>
<PAGE>
Delinquency Loan Detail
<TABLE>
<CAPTION>
Offering
Memorandum # of Paid
Cross- Months Thru Current P&I Outstanding P&I Advance Loan
Loan Number Reference Delinq. Date Advances Advances** Description(I) Status(II)
<S> <C> <C> <C> <C> <C> <C> <C>
Totals
</TABLE>
<TABLE>
<CAPTION>
Special Current Outstanding
Servicer Property Property Outstanding
Transfer Foreclosure Protection Protection Property REO
Loan Number Date Date Advances Advances Bankruptcy Date Date
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
(I) Advance Description
A. P&I Advance - Loan in Grace Period
B. P&I Advance - Late Payment but less than 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
2. Foreclosure
3. Bankruptcy
4. REO
5. Prepaid in Full
6. Discount Pay Off
7. Foreclosure Sale
8. Bankruptcy Sale
9. REO Dispositions
10. Modification/Workout
11. Rehabilitated/Corrected
Specially Serviced Loan Detail
<TABLE>
<CAPTION>
Offering Date of Specially Current Balance
Distrib Loan Memorandum Transfer to Serviced Scheduled Transfer Property
Date Number Cross-Reference Spec. Serv. Code (I) Balance Date Type (II)
<S> <C> <C> <C> <C> <C> <C> <C>
TOTAL
</TABLE>
<TABLE>
<CAPTION>
Net Remaining
Distrib Interest Operating NOI Note Maturity Amort
Date State Rate Income Date DSCR Date Date Terms
<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 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)
<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 1998-1" (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"), dated [DATE OF PROMISSORY NOTE], made by [NAME OF BORROWER(S)], in the
original principal amount of $[AMOUNT OF PROMISSORY NOTE],
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 ------
Total Square Feet
Number of units
Original Principal Balance
Prepayment Premium
Note Rate
Annual Debt Service
Current DSCR
Appraised Value (MAI)
Cut-off LTV (MAI)
LTV at Maturity (MAI)
Annual Reserves per Square Foot/Unit
Origination Date
Maturity Date
(Original) Loan Balance Per SF or Per Unit
Current Unpaid Principal Balance
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
57 Pine Tree Mall $ 11,089,037
65 Seventh Avenue Shopping Center $ 8,000,000
<PAGE>
SCHEDULE 3
----------
MORTGAGE LOANS WHICH INITIALLY PAY INTEREST ONLY
ID# Loan Name Original
Am. Term
(mo.)
8 7 - 11 Audubon Road 25
14 Beachwestern Commons 27.5
53 Northshore Plaza 30
57 Pine Tree Mall 30
61 Ruffe Snow Village 27.5
<PAGE>
SCHEDULE 4
----------
DEFEASANCE MORTGAGE LOANS
ID# Loan Name
3 330 Madison Avenue
6 55 West 47th Street
7 560 Broadway
9 740- 744 Broadway
13 Baymeadows Festival Shopping Center
20 Centre Structured Trust 10
21 Centre Structured Trust 3
22 Centre Structured Trust 6
26 Cortland Estates
31 Embassy Suites
33 Fairview Green Apartments
35 G&K Portfolio I
41 Hamptons Apartments
43 Harbor Plaza
50 Livermore Gardens Apartments
51 MacArthur Park Apartments
71 Tara Shopping Plaza
72 Vineyards
77 Waterfront I & II
<PAGE>
SCHEDULE 5
----------
ID# Loan Name
3 330 Madison Avenue
31 Embassy Suites
