<PAGE>
Filed Pursuant to Rule 424(b)(5)
Registration File No.: 333-64963
Prospectus Supplement to Prospectus Dated November 5, 1998
$1,160,865,000
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
Depositor
GMAC COMMERCIAL MORTGAGE CORPORATION
Servicer
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1999-C1
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE S-12 IN THIS PROSPECTUS
SUPPLEMENT AND PAGE 11 IN THE PROSPECTUS.
The certificates will represent interests only in the trust created for Series
1999-C1 and will not represent interests in or obligations of GMAC Commercial
Mortgage Securities, Inc., GMAC Commercial Mortgage Corporation or any of
their affiliates.
This prospectus supplement may be used to offer and sell the offered
certificates only if accompanied by the prospectus. This prospectus supplement
and the accompanying prospectus relate to the offering of the offered
certificates only.
THE SERIES 1999-C1 TRUST WILL ISSUE SEVEN CLASSES OF OFFERED CERTIFICATES, AS
WELL AS EIGHT CLASSES OF CERTIFICATES NOT OFFERED BY THIS PROSPECTUS
SUPPLEMENT. UNDERLYING THE OFFERED CERTIFICATES WILL BE A POOL OF MULTIFAMILY
AND COMMERCIAL MORTGAGE LOANS. EACH CLASS OF OFFERED CERTIFICATES WILL RECEIVE
MONTHLY DISTRIBUTIONS OF INTEREST, PRINCIPAL OR BOTH, BEGINNING ON MARCH 15,
1999. THE TABLE ON PAGE S-4 OF THIS PROSPECTUS SUPPLEMENT CONTAINS A LIST OF
THE CLASSES OF OFFERED CERTIFICATES, INCLUDING THE INITIAL PRINCIPAL BALANCE,
INITIAL INTEREST RATE, RATING AND CERTAIN SPECIAL CHARACTERISTICS OF EACH
CLASS.
<TABLE>
<CAPTION>
APPROXIMATE
INITIAL
CERTIFICATE DESCRIPTION APPROXIMATE
BALANCE OR OF PASS- INITIAL PASS- RATED FINAL
RATINGS NOTIONAL THROUGH THROUGH DISTRIBUTION
CLASS (S&P/FITCH) AMOUNT RATE RATE DATE
- ------- ------------- ----------------------- --------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
X AAAr/AAA $ 1,334,328,273(b) Variable 0.690% May 15, 2033
Rate I/O
A-1 AAA/AAA $ 240,000,000 Fixed Rate 5.830% May 15, 2033
A-2 AAA/AAA $ 680,686,000 Fixed Rate(f) 6.175% May 15, 2033
B AA/AA $ 66,716,000 Fixed Rate(f) 6.295% May 15, 2033
C A/A $ 66,717,000 Fixed Rate(f) 6.590% May 15, 2033
D BBB/BBB $ 86,731,000 WAC(g) 6.865% May 15, 2033
E BBB-/BBB- $ 20,015,000 WAC(g) 6.865% May 15, 2033
</TABLE>
(Footnotes to table on page S-4)
CREDIT ENHANCEMENT:
- -------------------
Certain classes of certificates are subordinated to other classes of
certificates and provide credit support for such certificates.
UNDERWRITING:
- -------------
The underwriters will offer the offered certificates (other than a portion of
the Class X Certificates as described under "Method of Distribution" in this
prospectus supplement) at varying prices to be determined at the time of sale.
The proceeds to GMAC Commercial Mortgage Securities, Inc. from the sale of the
offered certificates will be approximately 105.96% of the principal balance of
the offered certificates plus accrued interest, before deducting $3,700,000 in
expenses. The underwriters' commission will be the difference between the price
paid to GMAC Commercial Mortgage Securities, Inc. for the underwritten
certificates and the amount the underwriters receive from the sale of the
underwritten certificates to the public.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE OFFERED CERTIFICATES OR
DETERMINED THAT THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IS ACCURATE OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE
MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
Underwriters
GOLDMAN, SACHS & CO.
DEUTSCHE BANK SECURITIES
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
February 2, 1999
<PAGE>
GMAC Commercial Mortgage Securities, Inc.
-----------------------------------------
Mortgage Pass-Through Certificates, Series 1999-C1
OREGON
4 properties
$28,649,490
2.15% of total
WASHINGTON
10 properties
$46,156,438
3.46% of total
CALIFORNIA
39 properties
$294,724,360
22.09% of total
NEVADA
6 properties
$56,588,974
4.15% of total
UTAH
2 properties
$19,040,266
1.43% of total
ARIZONA
8 properties
$24,657,070
1.85% of total
IDAHO
1 property
$1,098,390
0.08% of total
NEW MEXICO
2 properties
$10,362,854
0.78% of total
NEBRASKA
2 properties
$10,529,860
0.79% of total
COLORADO
11 properties
$32,157,060
2.41% of total
SOUTH DAKOTA
2 properties
$3,543,520
0.27% of total
TEXAS
21 properties
$79,469,832
5.96% of total
MISSOURI
5 properties
$39,847,166
2.99% of total
IOWA
8 properties
$30,532,846
2.29% of total
KANSAS
1 property
$2,391,268
0.18% of total
MINNESOTA
2 properties
$4,602,931
0.34% of total
ARKANSAS
1 property
$1,397,368
0.10% of total
ILLINOIS
9 properties
$35,961,570
2.70% of total
LOUISIANA
5 properties
$16,524,191
1.24% of total
<PAGE>
MICHIGAN
10 properties
$76,512,898
5.73% of total
MISSISSIPPI
1 property
$2,877,645
0.22% of total
OHIO
5 properties
$15,327,641
1.15% of total
PENNSYLVANIA
6 properties
$28,987,281
2.17% of total
VERMONT
1 property
$8,972,241
0.67% of total
TENNESSEE
3 properties
$10,456,661
0.78% of total
GEORGIA
11 properties
$51,515,170
3.86% of total
FLORIDA
26 properties
$100,975,716
7.57% of total
VIRGINIA
6 properties
$11,916,448
0.89% of total
NEW JERSEY
7 properties
$20,122,031
1.51% of total
KENTUCKY
1 property
$4,961,608
0.37% of total
NORTH CAROLINA
4 properties
$15,133,957
1.13% of total
SOUTH CAROLINA
3 properties
$11,552,995
0.87% of total
CONNECTICUT
10 properties
$40,497,082
3.04% of total
NEW YORK
27 properties
$166,708,740
12.49% of total
WASHINGTON, DC
4 properties
$20,435,721
1.53% of total
MARYLAND
2 properties
$9,138,985
0.68% of total
<PAGE>
DISTRIBUTION OF PROPERTY TYPES
Multifamily
31.94%
Office
28.38%
Retail
16.10%
Industrial
5.36%
Skilled Nursing
2.68%
Hospitality
4.29%
Mobile
Home Park
4.23%
Congregate
Care
2.46%
Other
1.88%
Assisted Living
Facility
1.46%
Mixed Use
1.24%
[ ] less than 1.00%
of Initial Pool Balance
[ ] 1.01 - 5.00%
of Initial Pool Balance
[ ] 5.01 - 10.00%
of Initial Pool Balance
[ ] more than 10.00%
of Initial Pool Balance
For purposes of this map, each Mortgage Loan secured by multiple Mortgaged
Properties is treated as the number of Mortgage Loans equal to the number of
Mortgaged Properties, each of which is allocated a Cut-off Date Balance based
on the Allocated Loan Amounts thereof (as defined herein).
<PAGE>
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
We provide information to you about the offered certificates in two
separate documents that progressively provide more detail:
o the accompanying prospectus, which provides general information, some
of which may not apply to your series of certificates; and
o this prospectus supplement, which describes the specific terms of your
series of certificates.
IF THE DESCRIPTION OF YOUR CERTIFICATES IN THIS PROSPECTUS SUPPLEMENT DIFFERS
FROM THE DESCRIPTION IN THE ACCOMPANYING PROSPECTUS, YOU SHOULD RELY ON THE
INFORMATION IN THIS PROSPECTUS SUPPLEMENT.
We include cross-references in this prospectus supplement and the
accompanying prospectus to captions in these materials where you can find
further related discussions. The following table of contents and the table of
contents included in the accompanying prospectus provide the pages on which
these captions are located.
You can find a listing of the pages where capitalized terms used in this
prospectus supplement and the accompanying prospectus are defined under the
caption "Index of Significant Definitions" beginning on page S-90 in this
prospectus supplement and under the caption "Index of Principal Terms"
beginning on page 89 in the accompanying prospectus.
The depositor's principal offices are located at 650 Dresher Road,
Horsham, Pennsylvania 19044-8015 and its phone number is (215) 328-4622.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
TRANSACTION OVERVIEW ............................. S-4
SUMMARY INFORMATION .............................. S-6
The Trust ..................................... S-6
The Mortgage Pool ............................. S-6
The Mortgage Loan Seller ...................... S-7
The Servicer .................................. S-7
The Trustee ................................... S-7
The Certificates .............................. S-7
Certificate Designations ...................... S-8
Initial Certificate Balances of the
Certificates ............................... S-8
Distributions on the Offered Certificates...... S-8
General ....................................... S-8
Pass-Through Rates ............................ S-9
Distributions of Principal .................... S-9
Distributions of Prepayment Premiums .......... S-9
Allocation of Losses and Certain
Expenses ................................... S-9
Subordination ................................. S-9
Advances ...................................... S-10
Optional Termination .......................... S-10
Yield and Prepayment Considerations ........... S-10
Book-entry Registration ....................... S-10
Denominations ................................. S-10
Ratings ....................................... S-10
Legal Investment .............................. S-11
ERISA Considerations .......................... S-11
Tax Status .................................... S-11
RISK FACTORS ..................................... S-12
Risks related to the certificates ............. S-12
Risks related to the mortgage loans ........... S-13
DESCRIPTION OF THE MORTGAGE
ASSET POOL .................................... S-30
General ....................................... S-30
Certain Terms and Conditions of the
Mortgage Loans ............................. S-31
Additional Mortgage Loan Information .......... S-34
The Mortgage Loan Seller ...................... S-40
Certain Underwriting Matters .................. S-40
Earnouts and Additional Collateral
Loans ...................................... S-42
Assignment of the Mortgage Loans;
Repurchases and Substitutions .............. S-42
Representations and Warranties;
Repurchases ................................ S-43
Pool Characteristics; Changes in
Mortgage Asset Pool ........................ S-46
SERVICING OF THE MORTGAGE
LOANS ......................................... S-47
General ....................................... S-47
The Servicer .................................. S-48
</TABLE>
S-2
<PAGE>
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Termination of the Servicer with Respect
to Specially Serviced Mortgage Loans
and REO Properties ........................... S-48
Servicing and Other Compensation and
Payment of Expenses .......................... S-49
Modifications, Waivers, Amendments
and Consents ................................. S-52
Enforcement of ARD Loans ........................ S-53
Sale of Defaulted Mortgage Loans ................ S-53
REO Properties .................................. S-54
Inspections; Collection of Operating
Information .................................. S-54
DESCRIPTION OF THE CERTIFICATES .................... S-55
General ......................................... S-55
Book-Entry Registration of the Offered
Certificates ................................. S-56
Certificate Balances and Notional
Amounts ...................................... S-58
Pass-Through Rates .............................. S-59
Distributions ................................... S-60
Subordination; Allocation of Losses and
Certain Expenses ............................. S-65
P&I Advances .................................... S-66
Appraisal Reductions ............................ S-67
Reports to Certificateholders; Certain
Available Information ........................ S-68
Voting Rights ................................... S-71
Termination; Retirement of Certificates ......... S-71
The Trustee ..................................... S-72
YIELD AND MATURITY
CONSIDERATIONS .................................. S-72
Yield Considerations ............................ S-72
Weighted Average Life ........................... S-74
Certain Price/Yield Tables ...................... S-79
Yield Sensitivity of the Class X
Certificates ................................. S-82
CERTAIN FEDERAL INCOME TAX
CONSEQUENCES .................................... S-84
General ......................................... S-84
Original Issue Discount and Premium ............. S-84
New Withholding Regulations ..................... S-85
Characterization of Investments in
Offered Certificates ......................... S-85
METHOD OF DISTRIBUTION ............................. S-86
LEGAL MATTERS ...................................... S-87
RATINGS ............................................ S-87
LEGAL INVESTMENT ................................... S-88
ERISA CONSIDERATIONS ............................... S-88
INDEX OF SIGNIFICANT DEFINITIONS ................... S-90
ANNEX A -- Certain Characteristics of the
Mortgage Loans .................................. A-1
ANNEX B -- Form of Statement to
Certificateholders and Servicer Reports B-1
ANNEX C -- Structural and Collateral
Term Sheet ...................................... C-1
ANNEX D -- Global Clearance,
Settlement and Tax Documentation
Procedures ...................................... D-1
</TABLE>
S-3
<PAGE>
TRANSACTION OVERVIEW
THIS TRANSACTION OVERVIEW HIGHLIGHTS SELECTED INFORMATION FROM THIS PROSPECTUS
SUPPLEMENT AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT YOU NEED TO
CONSIDER IN MAKING YOUR INVESTMENT DECISION. TO UNDERSTAND ALL OF THE TERMS OF
THE OFFERED CERTIFICATES, READ CAREFULLY THIS ENTIRE PROSPECTUS SUPPLEMENT AND
THE ACCOMPANYING PROSPECTUS.
THIS TRANSACTION OVERVIEW PROVIDES AN OVERVIEW OF CERTAIN CALCULATIONS, CASH
FLOWS AND OTHER INFORMATION TO AID YOUR UNDERSTANDING AND IS QUALIFIED BY THE
FULL DESCRIPTION OF THESE CALCULATIONS, CASH FLOWS AND OTHER INFORMATION IN
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS.
<TABLE>
<CAPTION>
APPROXIMATE
INITIAL APPROXIMATE
CERTIFICATE PERCENT OF
BALANCE OR INITIAL
RATINGS NOTIONAL POOL
CLASS (S&P/FITCH) AMOUNT BALANCE
- ------- ------------- ----------------------- ------------
<S> <C> <C> <C>
X AAAr/AAA $ 1,334,328,273(b) N/A
A-1 AAA/AAA $ 240,000,000 17.99%
A-2 AAA/AAA $ 680,686,000 51.01%
B AA/AA $ 66,716,000 5.00%
C A/A $ 66,717,000 5.00%
D BBB/BBB $ 86,731,000 6.50%
E BBB-/BBB- $ 20,015,000 1.50%
F(a) $ 83,396,000 6.25%
G(a) $ 13,343,000 1.00%
H(a) $ 26,686,000 2.00%
J(a) $ 20,015,000 1.50%
K(a) $ 30,023,273 2.25%
<CAPTION>
APPROXIMATE DESCRIPTION APPROXIMATE WEIGHTED
PERCENT OF OF PASS- INITIAL PASS- AVG. PRINCIPAL
CREDIT THROUGH THROUGH LIFE (D) WINDOW (E)
CLASS SUPPORT (C) RATE RATE (IN YEARS) (MONTH/YEAR)
- ------- ------------- ---------------- --------------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
X N/A Variable 0.690% 9.48 03/99--01/19
Rate I/O
A-1 31.00% Fixed Rate 5.830% 5.40 03/99-05/08
A-2 31.00% Fixed Rate (f) 6.175% 9.73 05/08--01/09
B 26.00% Fixed Rate (f) 6.295% 9.93 01/09--01/09
C 21.00% Fixed Rate (f) 6.590% 9.93 01/09--01/09
D 14.50% WAC (g) 6.865% 9.97 01/09--03/09
E 13.00% WAC (g) 6.865% 10.14 03/09--04/09
F(a) 6.75% Fixed Rate(f) 6.020% 11.35 04/09--12/12
G(a) 5.75% Fixed Rate(f) 6.020% 14.44 12/12--09/13
H(a) 3.75% Fixed Rate(f) 6.020% 14.62 09/13--11/13
J(a) 2.25% Fixed Rate(f) 6.020% 14.85 11/13--01/14
K(a) 0.00% Fixed Rate(f) 6.020% 17.10 01/14--01/19
</TABLE>
- ----------
(a) This class is not offered by this prospectus supplement.
(b) The Class X Certificates will accrue interest on the Class X
notional amount. The initial Class X notional amount will be
approximately $1,334,328,273 and will decline as the aggregate
principal balance of the underlying mortgage loans declines. The
Class X Certificates will only be entitled to receive distributions
of interest.
(c) Reflects the aggregate certificate balances of all classes of
certificates that will be subordinate to each class on the date the
certificates are issued, expressed as a percentage of the initial
pool balance.
(d) The weighted average life of a security is the average amount of
time that will elapse from the time the security is issued until the
investor receives all principal payments on the security, weighted
on the basis of principal paid (or in the case of Class X
Certificates, the reduction in notional amount). The weighted
average life of each class is calculated assuming that there are no
prepayments on the mortgage loans, and subject to the maturity
assumptions described under "Yield and Maturity Considerations" in
this prospectus supplement.
(e) The principal window is the period during which each class would
receive distributions of principal, assuming that there are no
prepayments on the mortgage loans and subject to the maturity
assumptions described under "Yield and Maturity Considerations" in
this prospectus supplement. The principal window for the Class X
Certificates is the period during which that class would have an
outstanding notional balance, based on the same assumptions.
(f) Lesser of fixed rate or weighted average net mortgage rate.
(g) Weighted average net mortgage rate (referred to as "WAC").
S-4
<PAGE>
The following table shows certain information regarding the mortgage loans and
the mortgaged properties as of the cut-off date, which is the due date of any
mortgage loan in February 1999. All weighted averages set forth below are based
on the balances of the mortgage loans as of that date. The balance of each
mortgage loan as of the due date for any mortgage loan in February 1999 is its
unpaid principal balance as of that date, after applying all payments of
principal due on or before that date, whether or not those payments are
received. See "Description of the Mortgage Asset Pool" in, and Annex A to, this
prospectus supplement.
MORTGAGE POOL CHARACTERISTICS
<TABLE>
<CAPTION>
CHARACTERISTICS ENTIRE MORTGAGE POOL
- --------------- --------------------
<S> <C>
Initial pool balance ................................... $1,334,328,273
Number of mortgage loans ............................... 228
Number of mortgaged properties ......................... 266
Average balance as of the due date for any mortgage loan
in February 1999 ..................................... $ 5,852,317
Weighted average mortgage rate ......................... 6.985%
Weighted average remaining term to maturity or
anticipated repayment date ........................... 125.6 months
Weighted average debt service coverage ratio ........... 1.47 x
Weighted average loan-to-value ratio ................... 69.84%
</TABLE>
"Loan-to-value ratio" and "debt service coverage ratio" are calculated as
described in Annex A to this prospectus supplement.
S-5
<PAGE>
SUMMARY INFORMATION
This summary highlights selected information from this prospectus supplement
and does not contain all of the information that you need to consider in making
your investment decision. To understand all of the terms of the offered
certificates, read carefully this entire prospectus supplement and the
accompanying prospectus.
This summary provides an overview of certain calculations, cash flows and other
information to aid your understanding and is qualified by the full description
of these calculations, cash flows and other information in this prospectus
supplement and the accompanying prospectus.
Capitalized terms used in this prospectus supplement and not otherwise defined
herein have the meanings assigned in the prospectus.
THE TRUST
Each offered certificate represents a proportionate ownership interest in the
assets of the trust. The trust contains a pool of mortgage loans secured by
first mortgage liens on fee simple and/or leasehold interests in one or more
mortgaged properties used for commercial or multifamily residential purposes
and certain other assets. See "Description of the Certificates--General" in
this prospectus supplement for a discussion of the assets of the trust.
THE OFFERED CERTIFICATES REPRESENT INTERESTS ONLY IN THE ASSETS OF THE TRUST.
ALL PAYMENTS OF INTEREST AND/OR PRINCIPAL ON THE OFFERED CERTIFICATES WILL BE
MADE ONLY FROM THE AMOUNTS RECEIVED IN CONNECTION WITH THOSE ASSETS.
THE MORTGAGE POOL
General. The mortgage pool consists of 228 fixed-rate mortgage loans with an
aggregate principal balance as of the due date for each mortgage loan in
February 1999 of approximately $1,334,328,273. The number of mortgaged
properties that are located in the five states with the highest concentrations,
and the approximate percentage of the initial pool balance represented by
mortgage loans secured by those mortgaged properties, are as follows:
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE
MORTGAGED OF INITIAL
STATE PROPERTIES POOL BALANCE
- -------------------- ------------ -------------
<S> <C> <C>
California ......... 39 22.09%
New York ........... 27 12.49%
Florida ............ 26 7.57%
Texas .............. 21 5.96%
Michigan ........... 10 5.73%
</TABLE>
The remaining mortgaged properties are located in thirty (30) other states and
the District of Columbia.
The number of mortgaged properties that are operated for each indicated
purpose, and the approximate percentage of the initial pool balance represented
by the mortgage loans secured by those mortgaged properties, are as follows:
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE
MORTGAGED OF INITIAL
PROPERTY TYPE PROPERTIES POOL BALANCE
- -------------------------- ------------ -------------
<S> <C> <C>
Multifamily .............. 95 31.94%
Office ................... 45 28.38%
Retail ................... 46 16.10%
Industrial ............... 21 5.36%
Hospitality .............. 12 4.29%
Mobile home park ......... 14 4.23%
Skilled nursing .......... 9 2.68%
Congregate care .......... 8 2.46%
Independent/assisted
living ................ 5 1.46%
Mixed use ................ 2 1.24%
Other .................... 9 1.88%
</TABLE>
Each mortgage loan bears interest at a mortgage rate that is fixed for the
entire remaining term of the mortgage loan, except that certain mortgage loans
will accrue interest at a revised rate if not repaid on or before their
respective anticipated repayment dates. See "Description of the Mortgage Asset
Pool--Certain Terms and Conditions of the Mortgage Loans--Mortgage Rates;
Calculations of Interest" in this prospectus supplement.
One hundred ninety-one (191) of the mortgage loans, which represent
approximately 87.8% of the initial pool balance, are balloon loans that provide
for monthly payments of principal based on amortization schedules significantly
longer than the remaining terms of those mortgage loans. In some cases, monthly
payments of principal begin after an interest-only period. As a result, a
S-6
<PAGE>
substantial principal amount will be due and payable together with the
corresponding interest payment on each balloon loan on its maturity date,
unless the borrower prepays the balloon loan prior to its maturity date.
Nineteen (19) of the mortgage loans, which represent approximately 3.9% of the
initial pool balance, are fully amortizing.
Eighteen (18) of the mortgage loans, which represent approximately 8.2% of the
initial pool balance, are ARD loans that provide for changes in the accrual of
interest and the payment of principal as of their respective anticipated
repayment dates. The anticipated repayment date for each ARD loan is set forth
on Annex A to this prospectus supplement. If a borrower elects to prepay its
ARD loan in full on its anticipated repayment date, a substantial amount of
principal will be due. If a borrower elects not to prepay its ARD loan on or
before its anticipated repayment date, that ARD loan will bear interest at a
revised rate beginning on its anticipated repayment date. Interest accrued on
an ARD loan at the excess of the revised rate over the original mortgage rate
(compounded as described below) will be deferred until the principal balance of
the ARD loan has been reduced to zero. If a borrower elects not to prepay its
ARD loan on or before its anticipated repayment date, all or a substantial
portion of the monthly cash flow from the related mortgaged property collected
after that date (other than certain minimum debt service and specified property
expenses) will be applied to the payment of principal on the ARD loan and,
after its principal balance has been reduced to zero, to the payment of accrued
and unpaid excess interest.
See "Description of the Mortgage Asset Pool--Certain Terms and Conditions of
the Mortgage Loans--Hyperamortization" in the prospectus supplement.
Call protection. All of the mortgage loans impose some restriction on voluntary
principal prepayments whether by absolutely prohibiting such prepayments or by
requiring the payment of a prepayment premium with any voluntary principal
prepayment. The prepayment terms of the mortgage loans are described under
"Description of the Mortgage Asset Pool--Certain Terms and Conditions of the
Mortgage Loans--Prepayment Provisions" in this prospectus supplement and in
Annex A.
Defeasance. Two hundred fifteen (215) mortgage loans, which represent
approximately 95.9% of the initial pool balance, provide that after a specified
period, if no default exists under the related mortgage loan, the borrower may
obtain the release of the related mortgaged property (or, in the case of a
cross-collateralized mortgage loan or a mortgage loan secured by more than one
mortgaged property, one or more of the related mortgaged properties) from the
lien of the related mortgage. Upon satisfaction of certain conditions, the
borrower may exercise this defeasance option by pledging to the trustee
noncallable U.S. government obligations that provide payments, on or before
each successive scheduled payment date on which interest and principal payments
are due under the related mortgage note, in the amounts due on those dates.
For a further description of the Mortgage Loans, see "Description of the
Mortgage Asset Pool" and Annex A in the prospectus supplement.
THE MORTGAGE LOAN SELLER
The depositor will acquire the mortgage loans that will be deposited in the
trust. All but two (2) of the mortgage loans were originated by GMAC Commercial
Mortgage Corporation, an affiliate of the depositor. The mortgage loan seller
will make certain representations and warranties with respect to the mortgage
loans, and all of these representations and warranties will be assigned by the
depositor to the trustee. See "Description of the Mortgage Asset Pool--The
Mortgage Loan Seller" in this prospectus supplement.
THE SERVICER
GMAC Commercial Mortgage Corporation.
THE TRUSTEE
Norwest Bank Minnesota, National Association.
THE CERTIFICATES
The depositor will deposit the mortgage loans into the trust. The trust has
been created for the purpose of issuing the mortgage pass-through certificates,
Series 1999-C1.
The approximate initial class principal balance, initial pass-through rate and
interest type of each class of the offered certificates will be as shown under
"Transaction Overview" in this prospectus supplement.
S-7
<PAGE>
CERTIFICATE DESIGNATIONS
In this prospectus supplement we will refer to the certificates, or particular
groups of the certificates, by the following designations:
<TABLE>
<CAPTION>
<S> <C>
Designation Related Class(es)
- ------------------------- -------------------------------------
Offered certificates Classes X, A-1, A-2, B, C, D and E
Senior certificates Classes X, A-1 and A-2
Interest only Class X
certificates
Subordinate Classes B, C, D, E, F, G, H, J and K
certificates
Residual certificates Classes R-I, R-II and R-III
</TABLE>
The Class F, G, H, J, K, R-I, R-II and R-III Certificates are not being offered
by this prospectus supplement.
INITIAL CERTIFICATE BALANCES OF THE CERTIFICATES
The aggregate principal balance of the certificates issued by the trust will be
approximately $1,334,328,273 (subject to an upward or downward variance of no
more than 5%). The senior certificates will comprise approximately 69% and the
subordinate certificates will comprise approximately 31% of the initial
aggregate certificate balance of the certificates. The Class X Certificates
will not have a certificate balance, but will accrue interest on the Class X
notional amount.
DISTRIBUTIONS ON THE OFFERED CERTIFICATES
GENERAL
On each distribution date, distributions will be made to the certificates in
the order shown in the following chart. A distribution date is the 15th day of
each month (or if the 15th day is not a business day, the next business day).
The first distribution date will be March 15, 1999.
The borrowers pay interest and principal during the monthly collection period
to the servicer. The servicer will deduct its servicing fee and send the
remainder to the trustee, who deducts its trustee fee. On the distribution date
for that month, the trustee will distribute the remaining amount, up to the
available distribution amount, to the certificateholders. For a description of
the calculation of the available distribution amount, see "Description of the
Certificates--Distributions" in this prospectus supplement.
On each distribution date, the trustee will distribute the available
distribution amount to the certificateholders as follows:
Available distribution amount
Step 1
Distribution of interest to the senior certificates
Step 2
Distribution of principal to the
Class A-1 and A-2 Certificates
Step 3
Distribution to the
subordinate certificates in the following order:
Interest due to the Class B Certificates
Principal due to the Class B Certificates
Interest due to the Class C Certificates
Principal due to the Class C Certificates
Interest due to the Class D Certificates
Principal due to the Class D Certificates
Interest due to the Class E Certificates
Principal due to the Class E Certificates
Interest due to the Class F Certificates
Principal due to the Class F Certificates
Interest due to the Class G Certificates
Principal due to the Class G Certificates
Interest due to the Class H Certificates
Principal due to the Class H Certificates
Interest due to the Class J Certificates
Principal due to the Class J Certificates
Interest due to the Class K Certificates
Principal due to the Class K Certificates
Step 4
Any remaining funds to the residual certificates
NOT ALL CLASSES OF CERTIFICATES WILL RECEIVE DISTRIBUTIONS ON EACH DISTRIBUTION
DATE. Payments to each class of certificates will be made in the order
described above. Because payments are made in an order of priority, there may
not be sufficient funds to make the payments described above after
distributions to classes of certificates with a higher priority.
The Class X Certificates will not receive any distributions of principal.
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For a detailed description of how distributions of principal will be allocated
among the various classes of certificates, see "Description of the
Certificates--Distributions--Application of the Available Distribution Amount"
in this prospectus supplement.
PASS-THROUGH RATES
Until paid in full, each class of offered certificates will be entitled to
receive monthly distributions of interest. Each class of certificates will
receive its distributions in the order shown in the chart above. Accordingly,
on any given distribution date, there may not be sufficient payments from the
mortgage loans for all classes of certificates to receive the full amount of
their interest distributions. If this happens, those certificates that do not
receive their full interest distributions (generally the most subordinate
outstanding class or classes) will be entitled to receive any shortfall in
interest distributions in each month thereafter up to the aggregate amount of
the shortfall, in the same priority as their distribution of current interest.
However, there will be no extra interest paid to make up for such delay in
distribution of interest. The amount of interest distributed on each class on
each distribution date generally will equal:
o 1/12th of the pass-through rate for that class
multiplied by
o the related class certificate balance or class notional amount.
The pass-through rates for each class of certificates will be the respective
pass-through rate specified for that class under "Transaction Overview."
DISTRIBUTIONS OF PRINCIPAL
Any principal due will be distributed among certain classes of certificates in
accordance with their respective certificate balance in the priorities
described under "Description of the Certificates-- Distributions--Application
of the Available Distribution Amount" in this prospectus supplement.
DISTRIBUTIONS OF PREPAYMENT PREMIUMS
Any prepayment premium actually collected with respect to a mortgage loan will
be distributed among certain classes of certificates in the amounts and
priorities described under "Description of the Certificates--Distributions--
Distributions of Prepayment Premiums" in this prospectus supplement.
ALLOCATION OF LOSSES AND CERTAIN EXPENSES
A loss is realized on a mortgage loan when the servicer determines that it has
received all amounts it expects to recover from the mortgage loan, and that
amount is less than the outstanding principal balance of the loan plus accrued
and unpaid interest. LOSSES WILL BE ALLOCATED TO THE CERTIFICATES BY DEDUCTING
THOSE LOSSES FROM THE CERTIFICATE BALANCES OF THE CERTIFICATES WITHOUT MAKING
ANY PAYMENTS TO THE CERTIFICATEHOLDERS. In general, losses are allocated if the
aggregate outstanding principal balance of the mortgage loans immediately
following the distributions to be made on the certificates on any distribution
date is less than the aggregate outstanding certificate balance of the
certificates. If this happens, the certificate balances of the certificates
will be reduced as shown in the following chart:
Step 1
Reduce the certificate balances of the Class K,
Class J, Class H, Class G, Class F, Class E,
Class D, Class C and Class B Certificates to zero,
in that order
Step 2
Reduce the certificate balances of the
Class A-1 and A-2 Certificates to zero
A deficit may be the result of losses incurred on the mortgage loans and/or
certain expenses relating to defaulted mortgage loans and other unanticipated
expenses of the trust. Reductions in the certificate balances of the
certificates as the result of the allocation of losses and expenses also will
have the effect of reducing the notional amount of the Class X Certificates.
For a detailed description of the allocation of losses and expenses among the
certificates, see "Description of the Certificates--Subordination; Allocation
of Losses and Certain Expenses" in this prospectus supplement.
SUBORDINATION
The senior certificates will receive all distributions of interest and
principal before the subordinate
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certificates are entitled to receive distributions of interest or principal.
This subordination of the subordinate certificates to the senior certificates
will provide credit support to the senior certificates. In a similar fashion,
each class of subordinate certificates will provide credit support to the
subordinate certificates with earlier alphabetical class designations.
ADVANCES
For any month, if the servicer receives a payment on a mortgage loan that is
less than the full scheduled payment (or if no payment is received at all), the
servicer will advance its own funds to cover that shortfall. However, the
servicer will make an advance only if it determines that the advance will be
recoverable from future payments or collections on that mortgage loan. The
servicer will not be required to advance the full amount of any delinquent
balloon payment or any default interest or excess interest. If the servicer
fails to make a required advance, the trustee will be required to make that
advance. The servicer and the trustee each will be entitled to interest on any
advances made by it and certain servicing expenses incurred by it or on its
behalf. See "Description of the Certificates--P&I Advances" in this prospectus
supplement and "Description of the Certificates-- Advances in Respect of
Delinquencies" and "The Pooling and Servicing Agreements--Certificate Account"
in the prospectus.
OPTIONAL TERMINATION
At its option, the servicer or the depositor may purchase all of the mortgage
loans and related properties in the trust on any distribution date on which the
remaining aggregate principal balance of the mortgage asset pool is less than
1% of the initial pool balance. If the servicer or depositor exercises this
option, the trust will terminate and the outstanding certificates will be
retired. For a description of the calculation of the principal balance of a
mortgage loan, see "Description of the Certificates--Certificate Balances and
Notional Amounts" in this prospectus supplement. See also "Description of the
Certificates--Termination; Retirement of Certificates" in this prospectus
supplement and in the prospectus.
YIELD AND PREPAYMENT CONSIDERATIONS
The yield to maturity of each class of certificates will depend on, among other
things: o the purchase price of the certificates;
o the applicable pass-through rate;
o the actual characteristics of the mortgage loans; and
o the rate and timing of payments on the mortgage loans.
A higher than anticipated rate of prepayments would reduce the aggregate
principal balance of the mortgage loans more quickly than expected. A higher
rate of principal prepayments could result in a lower than expected yield to
maturity on classes of certificates purchased at a premium. Conversely, a lower
than anticipated rate of principal prepayments could result in a lower than
expected yield to maturity on classes of certificates purchased at a discount,
since payments of principal on the mortgage loans would occur later than
anticipated.
The interest only certificates and certain other classes of certificates will
be especially sensitive to the rate of prepayments. For a discussion of special
yield and prepayment considerations applicable to these classes of
certificates, see "Risk Factors" and "Yield and Maturity Considerations" in
this prospectus supplement.
BOOK-ENTRY REGISTRATION
In general, the offered certificates will be available only in book-entry form
through the facilities of The Depository Trust Company in the United States or
through Cedelbank or the Euroclear System in Europe. See "Description of the
Certificates--Book-Entry Registration of the Offered Certificates" and Annex D
in this prospectus supplement and "Description of the Certificates--Book-Entry
Registration and Definitive Certificates" in the prospectus.
DENOMINATIONS
The offered certificates other than the Class X Certificates are offered in
minimum denominations of $25,000 each and multiples of $1 in excess thereof.
The Class X Certificates are offered in minimum denominations of $1,000,000
initial notional amount each and multiples of $1 in excess thereof.
RATINGS
The offered certificates are required to receive ratings from Standard & Poor's
Ratings Services, a Division of the McGraw-Hill Companies, and
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<PAGE>
Fitch IBCA, Inc. that are not lower than those indicated under "Transaction
Overview." The ratings on the offered certificates address the likelihood of
the receipt by holders of offered certificates of distributions of principal
and interest (other than excess interest) on the underlying mortgage loans to
which they are entitled. A security rating is not a recommendation to buy, sell
or hold a security and is subject to change or withdrawal at any time by the
assigning rating agency. The ratings also do not address the likely actual rate
of prepayments. This rate of prepayments, if different than originally
anticipated, could adversely affect the yield realized by holders of the
offered certificates or cause the Class X certificateholders to fail to recover
their initial investments.
LEGAL INVESTMENT
As of the date of their issuance, any of the offered certificates rated in the
category of "AAA" or "AA" (or the equivalent) by at least one rating agency
will be "mortgage related securities" and all other offered certificates will
not be "mortgage related securities" for purposes of the Secondary Mortgage
Market Enhancement Act of 1984. See "Legal Investment" in this prospectus
supplement for important information concerning possible restrictions on
ownership of the offered certificates by regulated institutions. Investors
should consult their own legal advisors in determining whether and to what
extent the offered certificates constitute legal investments for them.
ERISA CONSIDERATIONS
Subject to important considerations described under "ERISA Considerations" in
this prospectus supplement and in the accompanying prospectus, the senior
certificates may be eligible for purchase by persons investing assets of
employee benefit plans or individual retirement accounts. The other offered
certificates may not be sold to most such plans and accounts except as may be
permitted under a prohibited transaction class exemption available to insurance
companies using general account assets.
TAX STATUS
For federal income tax purposes, the depositor will elect to treat the asset
pools that make up the trust as three separate real estate mortgage investment
conduits. The certificates, other than the residual certificates, will
represent ownership of regular interests in one of these real estate mortgage
investment conduits and generally will be treated as representing ownership of
debt for federal income tax purposes. Certificateholders will be required to
include in income all interest and original issue discount on their
certificates in accordance with the accrual method of accounting regardless of
the certificateholders' usual methods of accounting. For federal income tax
purposes, the residual certificates will be the residual interests in the pool.
For further information regarding the federal income tax consequences of
investing in the offered certificates see "Certain Federal Income Tax
Consequences" in this prospectus supplement and in the accompanying
prospectus.
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<PAGE>
RISK FACTORS
THE OFFERED CERTIFICATES ARE NOT SUITABLE INVESTMENTS FOR ALL INVESTORS.
IN PARTICULAR, NO INVESTOR SHOULD PURCHASE ANY CLASS OF OFFERED CERTIFICATES
UNLESS THE INVESTOR UNDERSTANDS AND IS ABLE TO BEAR THE PREPAYMENT, CREDIT,
LIQUIDITY AND MARKET RISKS ASSOCIATED WITH THAT CLASS.
THE OFFERED CERTIFICATES ARE COMPLEX SECURITIES AND IT IS IMPORTANT THAT
EACH INVESTOR POSSESS, EITHER ALONE OR TOGETHER WITH AN INVESTMENT ADVISOR, THE
EXPERTISE NECESSARY TO EVALUATE THE INFORMATION CONTAINED IN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IN THE CONTEXT OF THAT INVESTOR'S
FINANCIAL SITUATION.
RISKS RELATED TO THE CERTIFICATES.
RISK FACTORS
THE OFFERED CERTIFICATES ARE NOT SUITABLE INVESTMENTS FOR ALL INVESTORS.
IN PARTICULAR, NO INVESTOR SHOULD PURCHASE ANY CLASS OF OFFERED CERTIFICATES
UNLESS THE INVESTOR UNDERSTANDS AND IS ABLE TO BEAR THE PREPAYMENT, CREDIT,
LIQUIDITY AND MARKET RISKS ASSOCIATED WITH THAT CLASS.
THE OFFERED CERTIFICATES ARE COMPLEX SECURITIES AND IT IS IMPORTANT THAT
EACH INVESTOR POSSESS, EITHER ALONE OR TOGETHER WITH AN INVESTMENT ADVISOR,
THE EXPERTISE NECESSARY TO EVALUATE THE INFORMATION CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IN THE CONTEXT OF THAT
INVESTOR'S FINANCIAL SITUATION.
RISKS RELATED TO THE CERTIFICATES.
SUBORDINATION AND ALLOCATION OF The yield to maturity on the subordinate
LOSSES ON THE MORTGAGE LOANS certificates, including the Class B, Class
MAY AFFECT PAYMENTS AND YIELD C, Class D and Class E Certificates, will be
ON YOUR CERTIFICATES. extremely sensitive to most realized losses
on the mortgage loans. After the principal
balance of the Class E Certificates has been
reduced to zero due to losses on and
expenses of defaulted mortgage loans, most
losses on the mortgage loans, together with
certain expenses relating to defaulted
mortgage loans, will be allocated
exclusively to the Class D Certificates,
reducing amounts payable to that class.
After the principal balance of the Class D
Certificates has been reduced to zero due to
losses on and expenses of defaulted mortgage
loans, most losses on the mortgage loans,
together with certain expenses relating to
defaulted mortgage loans, will be allocated
exclusively to the Class C Certificates,
reducing amounts payable to that class.
After the principal balance of the Class C
Certificates has been reduced to zero due to
losses on and expenses of defaulted mortgage
loans, most losses on the mortgage loans,
together with certain expenses relating to
defaulted mortgage loans, will be allocated
exclusively to the Class B Certificates,
reducing amounts payable to that class. In
addition, if the principal balance of all of
the subordinate certificates has been
reduced to zero due to losses on and
expenses of defaulted mortgage loans, these
losses and expenses will be allocated pro
rata to the Class A Certificates. Whenever
the certificate balance of a class is
reduced due to allocation of losses and
expenses, the notional amount of the Class X
Certificates will be reduced by a
corresponding amount. See "Description of
the Certificates--Subordination; Allocation
of Losses and Certain Expenses" in this
prospectus supplement.
<PAGE>
CONFLICTS OF INTEREST MAY OCCUR The servicer will have considerable latitude
WHEN CERTIFICATEHOLDERS OF in determining whether to liquidate or
VARIOUS CLASSES HAVE DIFFERING modify defaulted mortgage loans. See
INTERESTS. "Servicing of the Mortgage
Loans--Modifications, Waivers, Amendments
and Consents" in this prospectus supplement.
An affiliate of the servicer expects to
acquire, in connection with the initial
issuance of the certificates, a portion of
the Class X Certificates and certain of the
subordinate certificates, including a
portion of the Class K Certificates.
Following its purchase of these
certificates, an affiliate of the servicer
will have rights as a holder of certificates
in addition to the servicer's rights as
servicer. The ownership of certificates by
an affiliate of the servicer could cause a
conflict between the servicer's duties as
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<PAGE>
servicer and its affiliate's interest as a
holder of a certificate, especially to the
extent that certain actions or events have a
disproportionate effect on one or more
classes.
In addition, under certain circumstances,
the holder or holders of certificates
representing more than 50% of the voting
rights allocated to a certain class
(initially the Class K Certificates) may
terminate the rights and obligations of the
servicer in respect of specially serviced
mortgage loans and properties acquired
through foreclosure and appoint a
replacement to perform these duties.
Investors should be aware that, although the
servicer is required to administer the
mortgage loans in accordance with certain
servicing standards without regard to its
ownership of any certificate, the interests
of the servicer's affiliate as the holder of
certificates representing 50% of the voting
rights allocated to the specified class with
respect to defaulted mortgage loans may be
in conflict with those of the other holders
of the offered certificates. See "Servicing
of the Mortgage Loans--Termination of the
Servicer with Respect to Specially Serviced
Mortgage Loans and REO Properties" in this
prospectus supplement.
For a description of the controlling class,
see "Servicing of the Mortgage
Loans--Termination of the Servicer with
Respect to Specially Serviced Mortgage Loans
and REO Properties" in this prospectus
supplement. For a description of specially
serviced mortgage loans, see "Servicing of
the Mortgage Loans--General" in this
prospectus supplement. For a description of
property acquired through foreclosure, see
"The Pooling and Servicing
Agreements--Collection and other Servicing
Procedures" in the prospectus.
RISKS RELATED TO THE MORTGAGE LOANS.
ENVIRONMENTAL CONDITIONS MAY "Phase I" environmental site assessments (or
AFFECT RISK OF LOSS ON THE updates of previously conducted assessments)
MORTGAGE LOANS. were performed on all but one of the
mortgaged properties. "Phase II"
environmental site assessments were
performed on certain mortgaged properties
(including on the mortgaged property which
did not receive a "Phase I" environmental
site assessment) on behalf of the mortgage
loan seller, or the related report was
delivered to the mortgage loan seller in
connection with its acquisition or
origination of the related mortgage loan.
For all but five (5) of the mortgaged
properties (which represent 1.4% of the
initial pool balance), these environmental
assessments (or updates) were performed
during the 12-month period before the due
date for each mortgage loan in February
1999. None of the environmental assessments
revealed material adverse environmental
conditions or circumstances with respect to
any mortgaged property, except:
o those cases where the adverse conditions
were remediated or abated prior to the
date of issuance of the certificates;
o those cases in which an operations and
maintenance plan or periodic monitoring
of the mortgaged property or nearby
properties was recommended;
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<PAGE>
o those cases involving a leaking
underground storage tank or groundwater
contamination at a nearby property, which
had not yet materially affected the
mortgaged property and as to which a
responsible party either has been
identified under applicable law or was
then conducting remediation of the
related condition;
o those cases in which groundwater, soil or
other contamination was identified or
suspected, and an escrow reserve,
indemnity or other collateral was
provided to cover the estimated costs of
continued monitoring, investigation,
testing or remediation;
o those cases involving radon; and
o those cases where the related borrower
has agreed to seek a "case closed" status
for the issue from the applicable
governmental agency.
The servicer is required to obtain an
environmental site assessment of a mortgaged
property prior to acquiring title thereto or
assuming its operation. This requirement
effectively precludes enforcement of the
security for the related mortgage loan until
a satisfactory environmental site assessment
is obtained (and any required remedial
action is taken), but will decrease the
likelihood that the trust will become liable
for an environmental condition at the
mortgaged property. There is no guarantee
that this requirement will effectively
insulate the trust from potential liability
for a material adverse environmental
condition at any mortgaged property. See
"The Pooling and Servicing
Agreements--Realization Upon Defaulted
Mortgage Loans," "Risk
Factors--Environmental Considerations" and
"Certain Legal Aspects of Mortgage
Loans--Environmental Considerations" in the
prospectus.
GEOGRAPHIC CONCENTRATION MAY The mortgaged properties are located in
AFFECT RISK OF LOSS ON THE thirty-five (35) states and the District of
MORTGAGE LOANS. Columbia. Except as set forth in the table
under "Summary Information--The Mortgage
Pool--General" in this prospectus
supplement, no state contains more than 5.0%
(calculated by principal balance as of the
due date for each mortgage loan in February
1999) of the mortgaged properties.
In general, the level of geographic
concentration increases the exposure of the
mortgage asset pool to any adverse economic
or other developments that may occur in the
applicable states, including earthquakes,
hurricanes and other natural disasters. In
addition, improvements on mortgaged
properties located in California may be more
susceptible to certain types of special
hazards not covered by insurance (such as
earthquakes) than properties located in
other parts of the country. In general, the
mortgaged properties are not insured for
earthquake or hurricane risk. With respect
to mortgaged properties located in
California, the mortgage loan seller
generally conducted seismic studies to
assess the "probable maximum loss" for the
related mortgaged properties. In certain
circumstances, the related borrower was
required to obtain earthquake insurance
covering the mortgaged properties. Certain
mortgaged properties may be
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<PAGE>
insured for amounts less than the
outstanding principal balances of the
related mortgage loans.
THE MORTGAGE LOANS ARE NOT None of the mortgage loans are insured or
INSURED. guaranteed by the United States, any
governmental entity or instrumentality, by
any private mortgage insurer or by the
depositor, the underwriters, the servicer or
the mortgage loan seller. In certain limited
circumstances, the mortgage loan seller may
be obligated to repurchase or replace a
mortgage loan if its representations and
warranties concerning that mortgage loan are
breached. There is no guarantee, however,
that the mortgage loan seller will be in a
financial position to carry out that
repurchase or substitution. See "Description
of the Mortgage Asset Pool--The Mortgage
Loan Seller," "--Assignment of the Mortgage
Loans; Repurchases and Substitutions," and
"--Representations and Warranties;
Repurchases" in this prospectus supplement.
THE MORTGAGE LOANS ARE Substantially all of the mortgage loans are
NON-RECOURSE LOANS. non-recourse loans. In the event of borrower
default on these mortgage loans, the only
recourse will be to the related mortgaged
property. Even if the mortgage loan
documents permit recourse to the borrower or
a guarantor, however, the trust may not be
able to ultimately collect the amount due
under that mortgage loan. Consequently, you
should consider payment on each mortgage
loan to depend primarily on:
o before maturity, the sufficiency of the
cash flow of the related mortgaged
property; and
o at maturity (whether at scheduled
maturity or, in the event of a default,
upon the acceleration of maturity), on
the then market value of the related
mortgaged property or the ability of the
related borrower to refinance the
mortgaged property.
BALLOON PAYMENTS MAY AFFECT One hundred ninety-one (191) mortgage loans,
RISK OF LOSS ON THE MORTGAGE which represent 87.8% of the initial pool
LOANS. balance, require balloon payments at their
stated maturity, unless previously prepaid.
These mortgage loans involve a greater
degree of risk than fully amortizing loans,
because the ability of a borrower to make a
balloon payment typically depends on its
ability to refinance the mortgage loan or
sell the related mortgaged property. See
"Description of the Mortgage Asset
Pool--Certain Terms and Conditions of the
Mortgage Loans" in this prospectus
supplement and "Risk Factors--Investment in
Commercial and Multifamily Mortgage Loans"
in the prospectus.
To maximize recoveries on defaulted mortgage
loans, the servicer may, under certain
circumstances, extend or otherwise modify
mortgage loans that are in default or as to
which a payment default (including the
failure to make a balloon payment) is
reasonably foreseeable. See "Servicing of
the Mortgage Loans--Modifications, Waivers,
Amendments and Consents" in this prospectus
supplement. There is no guarantee, however,
that an extension or modification will in
fact increase the present value of
recoveries in a given case.
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Any delay in collection of a balloon payment
that otherwise would be distributable to a
class, whether this delay is due to borrower
default or to modification of the related
mortgage loan by the servicer, is likely to
extend the weighted average life of that
class. See "Yield and Maturity
Considerations" in this prospectus
supplement and in the prospectus.
ARD PAYMENTS MAY AFFECT RISK OF Eighteen (18) of the mortgage loans, which
LOSS ON THE MORTGAGE LOANS. represent 8.2% of the initial pool balance,
are ARD loans. The ability of a borrower to
prepay an ARD loan before or at its
anticipated repayment date typically will
depend on its ability to either refinance
the loan or to sell the related mortgaged
property. The terms of an ARD loan (e.g. the
provisions for accelerated amortization and
a higher interest rate after the anticipated
repayment date) are intended to provide a
borrower with sufficient incentive to pay
the mortgage loan in full on or before its
anticipated repayment date, but there is no
guarantee that this incentive will be
sufficient. See "Description of the Mortgage
Asset Pool--Certain Terms and Conditions of
the Mortgage Loans--Hyperamortization" in
this prospectus supplement. The failure of a
borrower to prepay an ARD loan before its
anticipated repayment date will likely
extend the weighted average life of any
class of offered certificates to which its
repayment would be distributed.
THE VALUE AND SUCCESSFUL Ninety-five (95) mortgaged properties,
OPERATION OF MULTIFAMILY securing mortgage loans that represent 31.9%
PROPERTIES WILL BE AFFECTED BY of the initial pool balance, are multifamily
VARIOUS FACTORS. rental properties. The following is a
description of some of the significant
factors determining the value and successful
operation of a multifamily property.
Occupancy and rent levels may be affected
by:
o adverse local, regional or national
economic conditions, which may limit the
amount of rent that can be charged for
rental units or result in a reduction in
timely rent payments or a reduction in
occupancy levels;
o construction of additional housing units
in the same market which may compete for
tenants;
o local military base closings;
o developments at local colleges and
universities;
o national, regional and local politics,
including, in the case of multifamily
rental properties, current or future rent
stabilization and rent control laws and
agreements; and
o the level of mortgage interest rates,
which may encourage tenants in
multifamily rental properties to purchase
housing.
Tax credit and city, state and federal
housing subsidy or similar programs may:
o impose rent limitations and adversely
affect the ability of the applicable
borrowers to increase rents to maintain
their mortgaged properties in proper
condition during periods of
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rapid inflation or declining market value
of those mortgaged properties; or
o impose income restrictions on tenants,
which may reduce the number of eligible
tenants in those mortgaged properties and
result in a reduction in occupancy rates.
The differences in rents between subsidized
or supported properties and other
multifamily rental properties in the same
area may not be a sufficient economic
incentive for some eligible tenants to
reside at a subsidized or supported
property, which may have fewer amenities or
otherwise be less attractive as a residence.
All of these conditions and events may
increase the possibility that a borrower may
be unable to meet its obligations under its
mortgage loan.
THE VALUE AND SUCCESSFUL Forty-five (45) mortgaged properties,
OPERATION OF OFFICE PROPERTIES securing mortgage loans that represent 28.4%
WILL BE AFFECTED BY VARIOUS of the initial pool balance, are office
FACTORS. properties. Some of the significant factors
determining the value of office properties
are:
o Office properties may be adversely
affected by an economic decline in the
businesses operated by the tenants. This
risk is increased if revenue is dependent
on a single tenant or if there is a
significant concentration of tenants in a
particular business or industry. For a
description of risk factors relating to
single tenant properties see "--Tenant
Credit Risk May Affect Risk of Loss on
the Mortgage Loans" below.
o Office properties are subject to
competition with other office properties
in the same market. Competition is
affected by a property's age, condition,
design (for example, floor sizes and
layout), location, access to
transportation and ability to offer
certain amenities to its tenants,
including sophisticated building systems
(such as fiberoptic cables, satellite
communications or other base building
technological features).
o The success of an office property depends
on the local economy. A company's
decision to locate office headquarters in
a given area, for example, may be
affected by factors such as labor cost
and quality, tax environment, and quality
of life issues such as schools and
cultural amenities. A central business
district may have an economy which is
markedly different from that of a suburb.
The local economy and the financial
condition of the owner will affect an
office property's ability to attract
stable tenants on a consistent basis. In
addition, the cost of refitting office
space for a new tenant often is more
costly for office properties than for
other property types.
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THE VALUE AND SUCCESSFUL Forty-six (46) mortgaged properties,
OPERATION OF RETAIL PROPERTIES securing mortgage loans that represent 16.1%
WILL BE AFFECTED BY VARIOUS of the initial pool balance, are retail
FACTORS. properties. Some of the significant factors
that determine the value of retail
properties are the quality of the tenants,
as well as fundamental aspects of real
estate such as location and market
demographics.
The correlation between the success of
tenant businesses and property value is more
direct with respect to retail properties
than other types of commercial property,
because some component of the total rent
paid by retail tenants may be tied to a
percentage of gross sales. Significant
tenants or anchor tenants at a retail
property play an important part in
generating customer traffic and making a
retail property a desirable location for
other tenants at that property. While there
is no strict definition of an "anchor
tenant," it is generally understood that a
retail anchor tenant is larger in size and
is vital in attracting customers to a retail
property, whether or not it is located on
the related mortgaged property. Accordingly,
a retail property may be adversely affected
if a significant tenant ceases doing
business at that location (which may occur
because of the tenant's voluntary decision
not to a renew a lease, the bankruptcy or
insolvency of the tenant, the tenant's
general cessation of business activities or
for other reasons). In addition, certain
tenants at retail properties may be entitled
to terminate their leases or pay reduced
rent if an anchor tenant ceases operations
at that property. There is no guarantee that
any anchor tenants will continue to occupy
space in the related retail property. If
anchor stores in a mortgaged property were
to close, the related borrower may be unable
to replace those anchor tenants in a timely
manner or without suffering adverse economic
consequences. It is impossible to predict
whether any particular anchor tenant will
continue to occupy its current space.
Furthermore, the correlation between the
success of tenant businesses and credit
quality of the mortgage loan increases when
the property is a single tenant property.
For a description of risk factors relating
to single tenant properties see "--Tenant
Credit Risk May Affect Risk of Loss on the
Mortgage Loans" below.
Unlike office or hospitality properties,
retail properties also face competition from
sources outside a given real estate market.
Catalogue retailers, home shopping networks,
the Internet, telemarketing and outlet
centers all compete with more traditional
retail properties for consumer dollars.
Continued growth of these alternative retail
outlets (which often are characterized by
lower operating costs) could adversely
affect the rents collectible at the retail
properties which secure mortgage loans in
the trust.
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THE VALUE AND SUCCESSFUL Twenty-one (21) mortgaged properties,
OPERATION OF INDUSTRIAL securing mortgage loans that represent 5.4%
PROPERTIES WILL BE AFFECTED BY of the initial pool balance, are industrial
VARIOUS FACTORS. properties. Some of the significant factors
determining the value of industrial
properties are:
o Concerns about the quality of tenants,
particularly major tenants, are similar
in both office properties and industrial
properties, although industrial
properties are more frequently dependent
on a single tenant. For a description of
risk factors relating to single tenant
properties see "--Tenant Credit Risk May
Affect Risk of Loss on the Mortgage
Loans" below.
o Properties used for many industrial
purposes are more prone to environmental
concerns than other property types.
o Site characteristics which affect the
value of an industrial property include:
o clear heights;
o column spacing;
o zoning restrictions;
o number of bays and bay depths;
o divisibility;
o truck turning radius; and
o overall functionality and
accessibility.
o An industrial property requires
availability of labor sources, proximity to
supply sources and customers, and
accessibility to rail lines, major roadways
and other distribution channels.
THE VALUE AND SUCCESSFUL Twelve (12) mortgaged properties, securing
OPERATION OF HOSPITALITY mortgage loans that represent 4.3% of the
PROPERTIES WILL BE AFFECTED BY initial pool balance, are hospitality
VARIOUS FACTORS. properties. Various factors affect the
economic viability of a hospitality
property, including:
o The proximity of a hospitality property
to major population centers or
attractions will affect room rates and
occupancy levels.
o Adverse local, regional or national
economic conditions may limit room rates
and reduce occupancy levels. The
construction of competing hospitality
properties can have similar effects.
Because hospitality property rooms
generally are rented for short periods of
time, hospitality properties tend to
respond more quickly to adverse economic
conditions and competition than do other
commercial properties.
o The viability of hospitality properties
that are franchisees of national or
regional hotel chains depends in large
part on the continued existence and
financial strength of the franchisor, the
public perception of the franchise
service mark and the continued existence
of the franchise license agreement. In
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<PAGE>
addition, the transferability of
franchise license agreements may be
restricted.
o A hospitality property's ability to
attract customers and a portion of its
revenues may depend on its having a
liquor license. A liquor license may not
be transferable in the event of a
foreclosure on the related mortgaged
property.
o In many parts of the country the hotel
and lodging industry is generally
seasonal in nature. This seasonality can
be expected to cause periodic
fluctuations in room and other revenues,
occupancy levels, room rates and
operating expenses.
THE VALUE AND SUCCESSFUL Fourteen (14) of the mortgaged properties,
OPERATION OF MANUFACTURED which secure mortgage loans that represent
HOUSING OR MOBILE HOME PARK 4.2% of the initial pool balance, are
PROPERTIES WILL BE AFFECTED BY manufactured housing or mobile home park
VARIOUS FACTORS. properties. Many of the factors that affect
the value of multifamily housing properties
also apply to manufactured housing
properties. In addition, manufactured
housing properties are generally considered
to be "special purpose" properties because
they cannot readily be converted to general
residential, retail or office use. Some
states, in fact, regulate changes in the use
of manufactured housing properties. For
example, some states require the landlord of
a manufactured housing property to notify
its tenants in writing a substantial period
of time before any proposed change in the
use of the property. Therefore, if the
operation of any manufactured housing
property becomes unprofitable because of
competition, the age of improvements or
other factors and the borrower is unable to
make the required payments under the related
mortgage loan, the liquidation value of the
mortgaged property may be substantially less
than it would be if the property were
readily adaptable to other uses and may be
less than the amount owing on the mortgage
loan.
THE VALUE AND SUCCESSFUL Nine (9) mortgaged properties, securing
OPERATION OF HEALTH CARE mortgage loans which represent 2.7% of the
FACILITIES WILL BE AFFECTED BY initial pool balance, are properties
VARIOUS FACTORS. operated as skilled nursing facilities.
Thirteen (13) mortgaged properties, securing
mortgage loans which represent 3.9% of the
initial pool balance, are properties
operated as congregate care, independent
living or assisted living facilities. Some
of the significant factors that determine
the value of these properties include:
o Providers of long-term nursing care and
other medical services are highly
regulated by federal, state and local law
and are subject to, among other things:
o federal and state licensing
requirements;
o facility inspections;
o rate setting;
o reimbursement policies; and
o laws relating to the adequacy of
medical care, distribution of
pharmaceuticals, equipment, personnel,
operating
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<PAGE>
policies and maintenance of and
additions to facilities and services.
o Competition with similar properties on a
local and regional basis.
o Skilled nursing facilities may receive a
substantial portion of their revenues
from government reimbursement programs,
primarily Medicaid and Medicare. Medicaid
and Medicare are subject to the following
factors that can adversely affect
revenues from operation:
o statutory and regulatory changes;
o retroactive rate adjustments;
o administrative rulings;
o policy interpretations;
o delays by fiscal intermediaries; and
o government funding restrictions and
cost-containment measures by
governmental payors that limit
payments to health care providers.
Any or all of these factors can increase the
cost of operation, limit growth and, in
extreme cases, require or result in
suspension or cessation of operations.
Under applicable federal and state laws and
regulations, Medicare and Medicaid
reimbursements generally may not be made to
any person other than the provider who
actually furnished the related medical goods
and services. Accordingly, in the event of
foreclosure on a nursing facility, a
subsequent lessee or operator of the
facility generally would not be entitled to
obtain any outstanding reimbursement
payments from government payors that relate
to services furnished prior to the
foreclosure.
Skilled nursing, congregate care and other
health care facilities may also receive a
substantial portion of their revenues from
private health insurance plans and other
non-government payors. The reduction or
elimination of private third-party
reimbursement for nursing and health-related
services may substantially reduce the
revenues of these health care facilities. In
addition, many non-government payors have
sought to transfer the financial risk of
treating patients to health care providers
and health care related facilities, thereby
creating profitability pressures in the
health care industry.
Skilled nursing, congregate care and other
health care facilities may be subject to
state regulation that requires the operators
to be licensed (generally on an annual
basis), and the facilities to meet various
state licensure requirements that relate,
among other things, to qualifications of
personnel, quality of care and the adequacy
of their buildings, equipment and suppliers.
In the event of foreclosure, the trustee or
purchaser at a foreclosure sale may not be
entitled to the rights under any required
licenses and regulatory approvals. The
trustee or purchaser at
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a foreclosure sale, if required to apply in
its own right, may not be able to obtain a
new license or a new approval. In addition,
skilled nursing facilities generally are
"special purpose" properties that are not
readily converted to general residential,
retail or office use.
THE VALUE AND SUCCESSFUL Mortgage loans secured by other property
OPERATION OF OTHER PROPERTY types, including mixed use properties, may
TYPES WILL BE AFFECTED BY pose risks not associated with mortgage
VARIOUS FACTORS. loans secured by liens on other types of
income-producing real estate. Eleven (11)
mortgaged properties, securing mortgage
loans that represent approximately 3.1% of
the initial pool balance, are types of
property other than those described above.
These properties may be "special purpose"
properties that have limited alternative
uses.
CREDIT LEASE LOANS ARE SUBJECT Ten (10) of the mortgage loans, which
TO SPECIAL RISKS RELATED TO THE represent 1.8% of the initial pool balance,
CREDITWORTHINESS OF THE CREDIT are credit lease loans that have been made
TENANT. on mortgaged properties leased to credit
tenants. The payment of interest and
principal on a credit lease loan depends
principally on the payment by the related
credit tenant and/or its guarantor of
monthly rental payments and other payments
due under its credit lease. A reduction in
the rating of a credit tenant and/or its
guarantor may have a related adverse effect
on the ratings of the certificates. Some
credit tenants and/or guarantors may not
have an investment grade rating.
In addition, the mortgage loan seller did
not independently assess the
creditworthiness of any credit tenant or
guarantor of a credit lease. Because the
ability of a credit lease to provide
sufficient funds to pay the related credit
lease loan depends on revenue from a single
credit tenant, if a default were to occur
under the credit lease or the associated
guarantee, the borrower under the credit
lease loan may not be able to make the
required payments under the credit lease
loan until the property is re-let.
Accordingly, the "dark value" (i.e. unleased
value) of a mortgaged property securing a
credit lease loan may be less than the
balance of the credit lease loan on the
mortgaged property.
Some credit lease loans may provide that a
default under the credit lease will not
constitute a default under the credit lease
loan. Under these loans, therefore, the
servicer will not be able to take any
corrective action unless a default occurs
under the credit lease loan. If there is a
default by a credit tenant or guarantor
under a credit lease, there can be no
assurance that liquidation of the related
mortgaged property would generate sufficient
funds to pay all of the principal and
interest due on the related credit lease
loan.
TENANT CREDIT RISK MAY AFFECT The income from, and market value of,
RISK OF LOSS ON THE MORTGAGE retail, office and industrial mortgaged
LOANS. properties would decline if:
o space leases expired or tenants defaulted
and the borrowers were unable to renew
the leases or relet the space on
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<PAGE>
comparable terms. Even if borrowers
successfully relet vacated space, the
costs associated with reletting,
including tenant improvements, leasing
commissions and free rent, can exceed the
amount of any reserves maintained for
that purpose and reduce cash flow from
the mortgaged properties. Although many
of the mortgage loans require the
borrower to maintain escrows for leasing
expenses, there is no guarantee that
these reserves will be sufficient.
o tenants were unable to meet their lease
obligations. If tenant sales in retail
properties decline, rents based on sales
also will decline, and tenants may be
unable to pay their rent or other
occupancy costs. If a tenant defaults,
the borrower may experience delays and
costs in enforcing the lessor's rights.
o a significant tenant were to become a
debtor in a bankruptcy case under any
bankruptcy or similar law related to
creditors rights, or if for any other
reason rental payments could not be
collected.
THE VALUE AND SUCCESSFUL The successful operation of a real estate
OPERATION OF COMMERCIAL project depends on the performance and
PROPERTIES WILL BE AFFECTED BY viability of the property manager of that
THE QUALITY OF PROPERTY project. The property manager is responsible
MANAGEMENT. for the following activities:
o responding to changes in the local
market;
o planning and implementing the rental
structure, including establishing levels
of rent payments; and
o ensuring that maintenance and capital
improvements are carried out in a timely
fashion.
Sound property management controls costs,
provides appropriate service to tenants and
ensures that improvements are maintained.
Accordingly, sound property management can
improve cash flow, reduce vacancy, leasing
and repair costs and preserve building
value. On the other hand, management errors
can impair the long term viability of a real
estate project.
The managers of certain mortgaged properties
and the borrowers may experience conflicts
of interest in the management and/or
ownership of those mortgaged properties
because:
o the mortgaged properties may be managed
by property managers affiliated with the
borrowers;
o the mortgaged properties may be managed
by property managers who also manage
and/or franchise additional properties,
including mortgaged properties or other
properties that compete with the
mortgaged properties; and
o affiliates of the managers and/or the
borrowers, or the managers and/or the
borrowers themselves, also may own other
properties, including competing
properties.
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<PAGE>
APPRAISALS ARE NOT GUARANTEES An appraisal was conducted for each
OF THE VALUE OF MORTGAGED mortgaged property at mortgage loan
PROPERTIES. origination, and the loan-to-value ratios as
of the due date for any of these mortgage
loans in February 1999 referred to in this
prospectus supplement are based on the
resulting estimates of value. Those
estimates of value represent only the
analysis and opinion of the person
performing the appraisal and are not
guarantees of present or future values. In
addition, the values of the mortgaged
properties may have changed significantly
since the appraisal was performed in
connection with mortgage loan origination
and, generally, no update of that appraisal
has been obtained. Moreover, appraisals seek
to establish the amount a typically
motivated buyer would pay a typically
motivated seller. This amount could be
significantly higher than the amount
obtained from the sale of a mortgaged
property under a distress or liquidation
sale. For information about the values of
the mortgaged properties available to the
depositor as of the due date for any
mortgage loan in February 1999, see Annex A
to this prospectus supplement. You should be
aware that, because of the factors described
above, we have provided this information for
illustrative purposes only.
SECURED SUBORDINATE FINANCING Certain mortgaged properties are encumbered
MAY AFFECT RISK OF LOSS ON THE by subordinate debt that is not part of the
MORTGAGE LOANS. mortgage asset pool. The holder of any
material subordinate debt on the mortgaged
properties has agreed not to foreclose for
so long as the related mortgage loan is
outstanding and the trust is not pursuing a
foreclosure action. Substantially all of the
mortgage loans either prohibit the related
borrower from encumbering the mortgaged
property with additional secured debt or
require the consent of the holder of the
first lien prior to so encumbering the
mortgaged property. A violation of this
prohibition, however, may not become evident
until the related mortgage loan otherwise
defaults.
The existence of additional subordinate
indebtedness may adversely affect the
borrower's financial viability or the
lender's security interest in the related
mortgaged property because:
o refinancing the related mortgage loan at
maturity for the purpose of making any
balloon payments may be more difficult;
o reduced cash flow could result in
deferred maintenance; and
o if the holder of the subordinated debt
files for bankruptcy or is placed in
involuntary receivership, foreclosing on
the mortgaged property could be delayed.
RELATED BORROWERS MAY AFFECT Certain borrowers under the mortgage loans
RISK OF LOSS ON THE MORTGAGE are affiliated or under common control with
LOANS. one another. When borrowers are related, any
adverse circumstances relating to one
borrower or its affiliates, and affecting
one mortgage loan or mortgaged property,
also can affect the related borrower's
mortgage loans or mortgaged properties. In
particular, the bankruptcy or insolvency of
one borrower or its affiliate could have an
adverse effect on the operation of all of
the mortgaged properties of that
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<PAGE>
borrower and its affiliates and on the
ability of those related mortgaged
properties to produce sufficient cash flow
to make required payments on the mortgage
loans. For example, if a person that owns or
directly or indirectly controls several
mortgaged properties experiences financial
difficulty at one mortgaged property, it
could defer maintenance at one or more other
mortgaged properties to satisfy current
expenses with respect to the mortgaged
property experiencing financial difficulty.
Alternatively, it could attempt to avert
foreclosure by filing a bankruptcy petition
that might have the effect of interrupting
payments for an indefinite period on all the
related mortgage loans. See "Certain Legal
Aspects of Mortgage Loans -- Bankruptcy
Laws" in the prospectus.
CONCENTRATION OF MORTGAGE LOANS Several mortgage loans, either individually
MAY AFFECT RISK OF LOSS ON THE or together with other mortgage loans with
MORTGAGE LOANS. which they are cross-collateralized, have
outstanding balances that are substantially
higher than the average outstanding balance.
In general, if a mortgage pool includes
loans with larger-than-average balances,
losses are likely to be more severe,
relative to the size of the pool, than would
be the case if the aggregate balance of the
pool were distributed among a larger number
of loans with smaller-than-average or
average balances.
LIMITATION ON ENFORCEABILITY OF Thirteen (13) mortgage loans, representing
CROSS-COLLATERALIZATION MAY 4.9% of the initial pool balance, are
AFFECT RISK OF LOSS ON THE cross-collateralized with one or more other
MORTGAGE LOANS. mortgage loans. Cross-collateralization
arrangements involving more than one
borrower could be challenged as a fraudulent
conveyance by creditors of a borrower or by
the representative or the bankruptcy estate
of a borrower, if that borrower were to
become a debtor in a bankruptcy case.
Generally, under federal and most state
fraudulent conveyance statutes, a lien
granted by a borrower to secure repayment of
another borrower's mortgage loan could be
avoided if a court were to determine that
(i) the borrower was insolvent at the time
of granting the lien, was rendered insolvent
by the granting of the lien, or was left
with inadequate capital or was unable to pay
its debts as they matured and (ii) when it
allowed its mortgaged property to be
encumbered by a lien securing the entire
indebtedness represented by the other
mortgage loan, the borrower did not receive
fair consideration or reasonably equivalent
value in return. Thus, while
cross-collateralization may appear to
provide additional security for loans, this
additional security would not be available
if a court should determine that the grant
was a fraudulent conveyance. See
"Description of the Mortgage Asset
Pool--Certain Terms and Conditions of the
Mortgage Loans--Related Borrowers,
Cross--Collateralized Mortgage Loans and
Mortgage Loans Collateralized by Multiple
Properties" in this prospectus supplement.
TAX CONSIDERATIONS RELATED TO If the trust acquires a mortgaged property
FORECLOSURE MAY AFFECT PAYMENTS after a default on the related mortgage loan
TO CERTIFICATEHOLDERS. pursuant to a foreclosure or delivery of a
deed in lieu of foreclosure, that property
will be considered "foreclosure property"
under the tax rules applicable to real
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<PAGE>
estate mortgage investment conduits, which
are the same rules applicable to real estate
investment trusts. It will continue to be
considered "foreclosure property" for a
period of three full years after the taxable
year of acquisition by the trust, with
possible extensions. Any net income from
this "foreclosure property" other than
qualifying "rents from real property" will
subject the real estate mortgage investment
conduit containing the mortgage loans to
federal (and possibly state or local) tax on
that income at the highest marginal
corporate tax rate. Payment of these taxes
will reduce the net proceeds available for
distribution to certificateholders.
MORTGAGE LOANS SECURED BY Some states, including California, limit the
MORTGAGED PROPERTIES MAY BE remedies available to the holder of a
AFFECTED BY STATE LAW mortgage or deed of trust in a foreclosure.
LIMITATIONS ON REMEDIES.
Thirty-nine (39) of the mortgaged
properties, securing mortgage loans that
represent 22.1% of the initial pool balance,
are located in California. This section
contains a general summary of certain legal
aspects of loans secured by income-producing
properties in California. It does not
provide a complete study of California state
law or reflect the laws of any other state.
See also "Certain Legal Aspects of Mortgage
Loans" in the prospectus.
Mortgage loans in California generally are
secured by deeds of trust. If a deed of
trust contains a private power of sale, the
lender may foreclose either non-judicially
or judicially. Most lenders choose
non-judicial foreclosure because the process
typically may be completed within a much
shorter time frame. After a non-judicial
foreclosure, however, a lender is barred
from obtaining a deficiency judgment. If the
lender opts for judicial foreclosure, an
application for a deficiency judgment must
be filed with the court within three months
of the foreclosure sale. A deficiency
judgment may not exceed the excess of the
indebtedness over the fair value of the
property as determined by the court. Unless
the lender waives the right to a deficiency
judgment, the borrower has a right to redeem
the property following a judicial
foreclosure sale for the following periods
from the date of sale:
o three months, if the proceeds from the
sale were sufficient to satisfy the debt;
or
o one year, if the proceeds were
insufficient to satisfy the debt.
Junior lienholders do not have a right to
redeem the property following a judicial
foreclosure sale unless the junior lien was
created before July 1, 1983. California's
form of the "one action rule" requires the
lender to look first to the property for
satisfaction of the debt if the lender wants
to pursue a deficiency judgment. In general,
a lender who takes any action to enforce the
debt other than judicial or non-judicial
foreclosure violates the one action rule and
may be deemed to have
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waived its security for the indebtedness. In
some cases, that lender may be prevented
from collecting the indebtedness altogether.
MORTGAGE LOANS SECURED BY Eleven (11) mortgaged properties securing
MORTGAGED PROPERTIES MAY BE mortgage loans, which represent 6.0% by
AFFECTED BY STATE LAW cut-off date balance or allocated loan
LIMITATIONS ON REMEDIES. amount, as applicable, of the initial pool
balance, are subject solely to the lien of a
mortgage on the applicable borrower's
leasehold interest under a ground lease.
Three (3) mortgaged properties securing
mortgage loans, which represent 1.6% by
cut-off date balance or allocated loan
amount, as applicable, of the initial pool
balance, are subject to the lien of either a
mortgage on both the borrower's leasehold
interest and the ground lessor's fee simple
interest in the mortgaged property or a
mortgage on the borrower's leasehold
interest in a portion of the mortgaged
property and the borrower's fee simple
interest in the remaining portion of the
mortgaged property. Mortgage loans secured
by leasehold interests may provide for the
resetting of ground lease rents based on
certain factors such as the fair market
value of the related mortgaged property or
prevailing interest rates. Increases in
ground rents may adversely affect a
borrower's ability to make payments under a
related mortgage loan.
Upon bankruptcy of a lessor or a lessee
under a ground lease, the debtor entity has
the right to assume (that is, continue) or
reject (that is, terminate) the ground
lease. Section 365(h) of the Bankruptcy Code
(as it is currently in effect) permits a
ground lessee whose ground lease is rejected
by a debtor ground lessor to remain in
possession of its leased premises under the
rent reserved in the lease for the term
(including renewals) of the ground lease.
The ground lessee, however, is not entitled
to enforce the obligation of the ground
lessor to provide any services required
under the ground lease. If a ground
lessee/borrower in bankruptcy rejected any
or all of its ground leases, the leasehold
mortgagee would have the right to succeed to
the ground lessee/borrower's position under
the lease only if the ground lessor had
specifically granted the mortgagee that
right. If the ground lessor and the ground
lessee/borrower are involved in concurrent
bankruptcy proceedings, the trustee may be
unable to enforce the bankrupt ground
lessee/borrower's obligation to refuse to
treat a ground lease rejected by a bankrupt
ground lessor as terminated. If this
happened, a ground lease could be terminated
notwithstanding lender protection provisions
contained therein or in the mortgage. If the
borrower's leasehold were to be terminated
after a lease default, the leasehold
mortgagee would lose its security. Each of
the ground leases related to the mortgage
loans, however, generally contains the
following protections to mitigate this risk:
o It requires the lessor to give the
leasehold mortgagee notice of lessee
defaults and an opportunity to cure them.
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<PAGE>
o It permits the leasehold estate to be
assigned to and by the leasehold
mortgagee at and after a foreclosure
sale.
o It contains certain other protective
provisions typically included in a
"mortgageable" ground lease.
See "Description of the Mortgage Asset
Pool--Certain Terms and Conditions of the
Mortgage Loans--Ground Leases" in this
prospectus supplement.
ZONING AND BUILDING CODE The mortgage loan seller has taken certain
COMPLIANCE MAY AFFECT RISK OF steps to establish that the use and
LOSS ON THE MORTGAGE LOANS. operation of the mortgaged properties
securing the mortgage loans are in
compliance in all material respects with all
applicable zoning, land-use, building, fire
and health ordinances, rules, regulations,
and orders. Evidence of this compliance may
be in the form of legal opinions,
certifications from government officials,
title policy endorsements and/or
representations by the related borrower in
the related mortgage loan documents. There
is no guarantee that these steps revealed
all possible violations. Certain violations
may exist at any particular mortgaged
property, but the mortgage loan seller
generally does not consider those defects
known to it to be material. In many cases,
the use, operation and/or structure of a
mortgaged property constitutes a permitted
nonconforming use and/or structure that may
not be rebuilt to its current state in the
event of a material casualty event.
Insurance proceeds generally would be
available for application to the related
mortgage loan if such a material casualty
event were to occur. If a mortgaged property
could not be rebuilt to its current state or
its current use were no longer permitted due
to building violations or changes in zoning
or other regulations, then the borrower
might experience cashflow delays and
shortfalls that would reduce or delay the
amount of proceeds available for
distributions to certificateholders.
CHANGES IN CONCENTRATION MAY As payments of principal (including
AFFECT RISK OF LOSS ON THE voluntary principal prepayments, liquidation
MORTGAGE LOANS. proceeds and the repurchase prices for any
mortgage loans repurchased due to breaches
of representations or warranties or
defaults) are received with respect to the
mortgage loans, the relative concentrations
with respect to types of properties,
property characteristics, number of
borrowers and affiliated borrowers and
geographic location described in this
prospectus supplement may change. Because
principal on the classes of certificates
entitled payments of principal is payable in
the sequential order described above, the
classes that have a lower priority with
respect to the payment of principal are
relatively more likely to be exposed to
risks associated with any changes in
concentrations of borrower, loan or property
characteristics.
COMPLIANCE WITH THE AMERICANS Under the Americans with Disabilities Act of
WITH DISABILITIES ACT MAY 1990, all public accommodations are required
AFFECT PAYMENTS TO to meet certain federal requirements related
CERTIFICATEHOLDERS. to access and use by disabled persons. If
the mortgaged properties do not comply with
this law, the
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borrowers may be required to incur costs of
compliance. In addition, noncompliance could
result in the imposition of fines by the
federal government or an award of damages to
private litigants. Payments of these
expenses and fines would reduce the amount
of proceeds available for distributions to
certificateholders.
LITIGATION MAY AFFECT PAYMENTS Legal proceedings may be pending and, from
TO CERTIFICATEHOLDERS. time to time, threatened, against the
borrowers and their affiliates relating to
the business of the borrowers and their
affiliates, or arising out of the ordinary
course of that business. There is no
guarantee that this litigation will not have
a material adverse effect on the
distributions to certificateholders.
YEAR 2000 PROBLEM MAY AFFECT We are aware of issues associated with the
COLLECTIONS AND DISTRIBUTIONS programming code in existing computer
OF RECEIPTS ON THE MORTGAGE systems as the year 2000 approaches. The
LOANS. "year 2000 problem" is pervasive and
complex; virtually every computer operation
will be affected in some way by the rollover
of the two digit year value to 00. The issue
is whether computer systems will properly
recognize date-sensitive information when
the year changes to 2000. Systems that do
not properly recognize such information
could generate erroneous data or cause a
system to fail.
We have been advised by each of the servicer
and the trustee that they are committed
either to (i) implement modifications to
their respective existing systems to the
extent required to cause them to be year
2000 ready or (ii) acquire computer systems
that are year 2000 ready in each case prior
to January 1, 2000. However, we have not
made any independent investigation of the
computer systems of the servicer or the
trustee. In the event that computer problems
arise out of a failure of such efforts to be
completed on time, or in the event that the
computer systems of the servicer or the
trustee are not fully year 2000 ready, the
resulting disruptions in the collection or
distribution of receipts on the mortgage
loans could materially and adversely affect
your investment.
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DESCRIPTION OF THE MORTGAGE ASSET POOL
GENERAL
The Certificates will represent the entire beneficial ownership interest
in a trust fund (the "Trust Fund") to be established by the Depositor, the
assets of which will consist primarily of a segregated pool (the "Mortgage
Asset Pool") of two hundred twenty-eight (228) multifamily and commercial
mortgage loans (the "Mortgage Loans"). The "Cut-off Date" with respect to each
Mortgage Loan is its Due Date in February 1999. As of their respective Cut-off
Dates, the Mortgage Loans had an aggregate Cut-off Date Balance (the "Initial
Pool Balance") of $1,334,328,273, subject to a variance of plus or minus 5%.
See "Description of the Trust Funds" and "Certain Legal Aspects of Mortgage
Loans" in the Prospectus. All numerical information provided herein with
respect to the Mortgage Loans is provided on an approximate basis. All weighted
average information provided herein with respect to the Mortgage Loans is
determined by related Cut-off Date Balance. The "Cut-off Date Balance" of each
Mortgage Loan is the unpaid principal balance thereof as of the Cut-off Date
for such Mortgage Loan, after application of all payments of principal due on
or before such date, whether or not received.
Except as otherwise described below under "Certain Terms and Conditions of
the Mortgage Loans--Related Borrowers, Cross-Collateralized Mortgage Loans and
Mortgage Loans Collateralized by Multiple Properties," each Mortgage Loan is
evidenced by a promissory note (a "Mortgage Note") and secured by a mortgage,
deed of trust or similar security instrument (a "Mortgage") that creates a
first mortgage lien on a fee simple and/or leasehold interest in a multifamily,
retail, skilled nursing, office, industrial, warehouse, hospitality or other
commercial property (a "Mortgaged Property").
The Mortgage Asset Pool includes four (4) separate sets of Mortgage Loans
that are cross- collateralized with one or more other Mortgage Loans (the
"Cross-Collateralized Mortgage Loans"), which represent in the aggregate 4.9%
of the Initial Pool Balance. The Mortgage Asset Pool also includes fifteen (15)
Mortgage Loans representing 15.8% of the Initial Pool Balance, that are each
secured by more than one Mortgaged Property and, in such regard, are each
similar to a set of Cross- Collateralized Mortgage Loans. Accordingly, the
total number of Mortgage Loans reflected herein is 228, while the total number
of Mortgaged Properties reflected herein is 266. See "--Certain Terms and
Conditions of the Mortgage Loans--Related Borrowers, Cross-Collateralized
Mortgage Loans and Mortgage Loans Collateralized by Multiple Properties" below
and Annex A herein.
Substantially all the Mortgage Loans constitute non-recourse obligations
of the related borrower and, upon any such borrower's default in the payment of
any amount due under the related Mortgage Loan, the holder thereof may look
only to the related Mortgaged Property or Properties for satisfaction of the
borrower's obligation. In addition, in those cases where recourse to a borrower
or guarantor is permitted by the loan documents, no assurance can be given that
the financial condition of such borrower or guarantor will permit it to satisfy
its recourse obligations. None of the Mortgage Loans is insured or guaranteed
by the United States, any governmental entity or instrumentality, by any
private mortgage insurer, or by the Depositor, the Servicer or the Mortgage
Loan Seller.
On or prior to February 9, 1999 (the "Delivery Date"), the Depositor will
acquire the Mortgage Loans directly or indirectly from GMAC Commercial Mortgage
Corporation ("GMACCM" and in such capacity, the "Mortgage Loan Seller"), in
each case pursuant to a mortgage loan purchase agreement dated as of the
Delivery Date or a similar agreement to be entered into by or assigned to the
Depositor (each, a "Mortgage Loan Purchase Agreement"), and will thereupon
assign its interests in the Mortgage Loans, without recourse, to Norwest Bank
Minnesota, National Association, as trustee (the "Trustee"), for the benefit of
the holders of the Certificates. See "--The Mortgage Loan Seller" and
"--Assignment of Mortgage Loans; Repurchases and Substitutions" below. The
Mortgage Loan Seller constitutes a "Mortgage Asset Seller" for purposes of the
Prospectus.
The Mortgage Loans were originated between August 29, 1997 and December
31, 1998. The Mortgage Loan Seller originated 226 of the Mortgage Loans, which
represent 99.7% of the Initial Pool Balance, and acquired the two (2) remaining
Mortgage Loans from the respective originators thereof.
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CERTAIN TERMS AND CONDITIONS OF THE MORTGAGE LOANS
Due Dates. Sixty-one (61) of the Mortgage Loans, which represent 17.9% of
the Initial Pool Balance, provide for scheduled monthly payments of principal
and/or interest (exclusive of Excess Interest or principal payments calculated
with respect to excess cash flow on any ARD Loan, "Monthly Payments") to be due
on the first day of each month (the date in any month on which a Monthly
Payment is first due, the "Due Date"). Six (6) of the Mortgage Loans, which
represent 4.7% of the Initial Pool Balance, provide for Monthly Payments on Due
Dates which are the fifth day of each month. One hundred sixty-one (161) of the
Mortgage Loans, which represent 77.5% of the Initial Pool Balance, provide for
Monthly Payments on Due Dates which are the tenth day of each month. In the
case of two (2) Mortgage Loans, the related Balloon Payment (as defined herein)
is due on the thirty-first day of the month in which such Mortgage Loan matures
(any resulting Balloon Payment Interest Shortfalls (as defined herein) to be
covered by the Servicer out of its own funds). See "Servicing of the Mortgage
Loans--Servicing and Other Compensation and Payment of Expenses" herein.
None of the Mortgage Loans provide for a grace period for the payment of
Monthly Payments of more than ten (10) days.
Mortgage Rates; Calculations of Interest. Nineteen (19) of the Mortgage
Loans, which represent 8.4% of the Initial Pool Balance, accrue interest at
fixed interest rates on the basis of a 360-day year consisting of twelve 30-day
months (with respect to certain of such Mortgage Loans, after an initial
interest-only period). Two hundred nine (209) of the Mortgage Loans, which
represent 91.6% of the Initial Pool Balance, accrue interest on the basis of a
360-day year and the actual number of days elapsed (with respect to certain of
such Mortgage Loans, after an initial interest-only period).
As of the Cut-off Date, the interest rates on the Mortgage Loans (the
"Mortgage Rates") range from 5.620% to 8.770% per annum, and the weighted
average Mortgage Rate of the Mortgage Loans is 6.985% per annum.
Hyperamortization. Eighteen (18) of the Mortgage Loans (the "ARD Loans"),
which represent 8.2% of the Initial Pool Balance, bear interest at their
respective Mortgage Rates until an Anticipated Repayment Date. If the related
borrower elects to prepay an ARD Loan in full on the related Anticipated
Repayment Date, a substantial amount of principal will be due. If a borrower
elects not to prepay an ARD Loan on or before its Anticipated Repayment Date,
commencing on such Anticipated Repayment Date, such ARD Loan will bear interest
at a fixed rate per annum (the "Revised Rate") equal to the Mortgage Rate plus
a specified percentage. Interest accrued on an ARD Loan at the excess of the
related Revised Rate over the Mortgage Rate (the "Excess Interest") will be
deferred until the principal balance thereof is reduced to zero. The failure to
pay such Excess Interest will not constitute a default under such Mortgage
Loans prior to the related maturity date. To the extent Excess Interest is
unpaid, it will, except where limited by applicable law, continue to accrue
interest at the Revised Rate. As of or shortly following the Anticipated
Repayment Date, borrowers under ARD Loans will be required to enter into a
lockbox agreement whereby all revenue will be deposited directly into a
designated account (the "Lockbox Account") controlled by the Servicer. From and
after the Anticipated Repayment Date, in addition to paying interest (at the
Mortgage Rate) and principal (based on the amortization schedule), the related
borrower generally will be required to apply all remaining monthly cash flow
from the related Mortgaged Property to pay the following amounts in the
following order of priority: (i) payments to required escrow funds, (ii)
payment of operating expenses pursuant to the terms of an annual budget
approved by the Servicer, (iii) payment of approved extraordinary operating
expenses or capital expenses not set forth in the approved annual budget or
allotted for in any escrow fund, (iv) principal on the Mortgage Loan until such
principal is paid in full and (v) to Excess Interest. As described below, ARD
Loans generally provide that the related borrower is prohibited from prepaying
the Mortgage Loan before (or, in certain cases, until a certain date prior to)
the Anticipated Repayment Date but, upon the commencement of such period, may
prepay the loan, in whole or in part, without payment of a Prepayment Premium.
The Anticipated Repayment Date and "open" period for each ARD Loan is listed in
Annex A.
Amortization of Principal. One hundred ninety-one (191) of the Mortgage
Loans, which represent 87.8% of the Initial Pool Balance, provide for monthly
payments of principal based on amortization
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schedules significantly longer than the remaining terms of such Mortgage Loans.
Thus, each such Mortgage Loan (a "Balloon Loan") will have a substantial
principal amount due and payable (each such payment, together with the
corresponding interest payment, a "Balloon Payment") at its stated maturity
date, unless prepaid prior thereto. In addition to the Balloon Loans, the
Mortgage Asset Pool consists of eighteen (18) ARD Loans, which represent 8.2%
of the Initial Pool Balance; and nineteen (19) fully amortizing Mortgage Loans,
which represent 3.9% of the Initial Pool Balance.
Seven (7) Mortgage Loans, which represent 1.5% of the Initial Pool
Balance, are "step amortization" Mortgage Loans, each of which amortizes at a
certain amortization schedule for a specified period following origination, and
thereafter amortizes at a different amortization schedule until maturity. No
assurance is given as to the effect of such step amortization on the likelihood
of prepayment of such Mortgage Loan. See "Certain Characteristics of the
Mortgage Loans--Step Amortization Loans" in Annex A hereto.
In addition, six (6) Mortgage Loans, which represent 7.6% of the Initial
Pool Balance, provide for payments of interest only for up to sixty (60) months
after origination during which period no payments of principal are due. The
amount of the Monthly Payment with respect to certain of such Mortgage Loans
will be subject to a one-time increase in order to permit the commencement of
scheduled amortization of such loan. See Annex A herein and "Risk
Factors--Balloon Payments; Borrower Default" in the Prospectus. No Mortgage
Loan (other than the ARD Loans) permits negative amortization or the deferral
of accrued interest.
Prepayment Provisions. As of the Cut-off Date, all of the Mortgage Loans
impose some restriction on voluntary principal prepayments, whether in the form
of an absolute prohibition or a requirement that any voluntary principal
prepayment be accompanied by a prepayment penalty or fee (a "Prepayment
Premium"). See Annex A herein.
As described herein, Prepayment Premiums actually collected on the
Mortgage Loans will be distributed to the respective Classes of
Certificateholders in the amounts and priorities described under "Description
of the Certificates--Distributions--Distributions of Prepayment Premiums"
herein. The enforceability of provisions similar to the provisions of the
Mortgage Loans providing for the payment of a Prepayment Premium upon an
involuntary prepayment is unclear under the laws of a number of states. No
assurance can be given that, at the time a Prepayment Premium is required to be
made in connection with an involuntary prepayment, the obligation to pay such
Prepayment Premium will be enforceable under applicable law or, if enforceable,
the foreclosure proceeds will be sufficient to make such payment. Liquidation
Proceeds recovered in respect of any defaulted Mortgage Loan will, in general,
be applied to cover outstanding servicing expenses and unpaid principal and
interest prior to being applied to cover any Prepayment Premium due in
connection with the liquidation of such Mortgage Loan. The Depositor makes no
representation as to the enforceability of the provision of any Mortgage Loan
requiring the payment of a Prepayment Premium or as to the collectability of
any Prepayment Premium. In general, no Prepayment Premium will be payable upon
any mandatory prepayment of a Mortgage Loan in connection with a casualty or
condemnation. See Annex A herein and "Certain Legal Aspects of Mortgage
Loans--Default Interest and Limitations on Prepayments" in the Prospectus.
No Prepayment Premium will be payable in connection with any repurchase of
a Mortgage Loan by the Mortgage Loan Seller for a material breach of
representation or warranty on the part of the Mortgage Loan Seller or any
failure to deliver documentation relating thereto, nor will any Prepayment
Premium be payable in connection with the purchase of all of the Mortgage Loans
and any REO Properties in connection with the termination of the Trust Fund or
in connection with the purchase of defaulted Mortgage Loans by the Servicer or
any holder or holders of Certificates evidencing a majority interest in the
Controlling Class. See "--Assignment of the Mortgage Loans; Repurchases and
Substitutions" and "--Representations and Warranties; Repurchases" and
"Description of the Certificates--Termination; Retirement of Certificates"
herein.
Defeasance. Two hundred fifteen (215) Mortgage Loans, which represent
95.9% of the Initial Pool Balance, permit the applicable borrower, after a
specified period and provided that no event of default exists, to obtain the
release of the related Mortgaged Property (or, in the case of a
Cross-Collateralized
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Mortgage Loan or a Mortgage Loan secured by more than one Mortgaged Property,
one or more of the related Mortgaged Properties) from the lien of the related
Mortgage (a "Defeasance Option"), provided that, among other conditions, the
borrower (a) pays on any Due Date (the "Release Date") (i) all interest accrued
and unpaid on the principal balance of the Mortgage Note to and including the
Release Date, (ii) all other sums, excluding scheduled interest or principal
payments not yet due and owing, due under the Mortgage Loan, and (iii) any
costs and expenses incurred in connection with such release, (b) delivers
direct, non-callable obligations of (or non-callable obligations, fully
guaranteed as to timely payment by) the United States of America (the
"Defeasance Collateral") providing payments on or prior to all successive
scheduled payment dates from the Release Date to the related maturity date (or
Anticipated Repayment Date in the case of any ARD Loan), and in an amount equal
to or greater than the scheduled payments due on such dates under the Mortgage
Loan (or, with respect to Cross-Collateralized Mortgage Loans or Mortgage Loans
secured by multiple Mortgaged Properties which permit defeasance, an amount
equal to not less than the portion of such scheduled payments allocable to the
released Mortgaged Property), and (c) delivers a security agreement granting
the Trust Fund a first priority security interest in the Defeasance Collateral
and an opinion of counsel to such effect. Simultaneously with such actions, the
related Mortgaged Property will be released from the lien of the Mortgage Loan
and the Defeasance Collateral will be substituted as the collateral securing
the Mortgage Loan.
The Depositor makes no representation as to the enforceability of the
defeasance provisions of any Mortgage Loan.
Related Borrowers, Cross-Collateralized Mortgage Loans and Mortgage Loans
Collateralized by Multiple Properties. Thirteen (13) Mortgage Loans, which
represent 4.9% of the Initial Pool Balance, are Cross-Collateralized Mortgage
Loans among groups of related borrowers (or, in two cases, to the same
borrower). Cross-collateralization arrangements involving more than one
borrower and co- borrower arrangements could be challenged as a fraudulent
conveyance by creditors of a borrower or by the representative of the
bankruptcy estate of a borrower, if a borrower were to become a debtor in a
bankruptcy case. See "Risk Factors--Risk related to the mortgage
loans--Limitation on enforceability of cross-collateralization may affect risk
of loss on the mortgage loans" herein. See Annex A hereto for information
regarding the Cross-Collateralized Mortgage Loans.
Fifteen (15) Mortgage Loans (other than the Cross-Collateralized Mortgage
Loans), which represent 15.8% of the Initial Pool Balance, are secured by one
or more Mortgages encumbering multiple Mortgaged Properties. Each such Mortgage
Loan is evidenced by a single Mortgage Note, and is not treated as a set of
Cross-Collateralized Mortgage Loans. Accordingly, the total number of Mortgage
Loans reflected herein is 228, while the total number of Mortgaged Properties
reflected herein is 266. Certain of the Mortgage Loans that are secured by
Mortgaged Properties that are located in more than one state are treated as an
individual Mortgage Loan for all purposes hereof except that in describing the
geographic concentration and property type distribution of the Mortgage Asset
Pool, each such Mortgage Loan is treated as multiple Mortgage Loans, each of
which is allocated a Cut-off Date Balance based on the allocated loan amount
(the "Allocated Loan Amount").
In addition, certain sets of Mortgage Loans (in addition to those
described in the two preceding paragraphs) were made to borrowers who are
affiliated or under common control with one another (although no such set of
Mortgage Loans represents more than 4.9% of the Initial Pool Balance).
Due-on-Sale and Due-on-Encumbrance Provisions. All of the Mortgage Loans
contain both "due- on-sale" and "due-on-encumbrance" clauses that in each case,
subject to limited exceptions, permit the holder of the Mortgage to accelerate
the maturity of the related Mortgage Loan if the borrower sells or otherwise
transfers or encumbers the related Mortgaged Property other than in accordance
with the terms of the related Mortgage or other loan documents or prohibit the
borrower from doing so without the consent of the holder of the Mortgage. See
"--Secured Subordinate Financing" herein. Certain of the Mortgage Loans permit
either: (i) transfers of the related Mortgaged Property if certain specified
conditions are satisfied or if the transfer is to a borrower reasonably
acceptable to the lender, or (ii) transfers to certain parties related to the
borrower. The Servicer will determine, in accordance with the
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Servicing Standard, whether to exercise any right the holder of any Mortgage
may have under any such clause to accelerate payment of the related Mortgage
Loan upon, or to withhold its consent to, any transfer or further encumbrance
of the related Mortgaged Property. See "The Pooling and Servicing
Agreements--Due-on-Sale and Due-on-Encumbrance Provisions" and "Certain Legal
Aspects of Mortgage Loans--Due-on-Sale and Due-on-Encumbrance" in the
Prospectus.
Secured Subordinate Financing. Eleven (11) Mortgage Loans representing
8.7% of the Initial Pool Balance are secured by Mortgaged Properties known to
be encumbered by subordinated debt that is not part of the Mortgage Asset Pool.
In all cases, the holder of any material subordinated debt has agreed not to
foreclose for so long as the related Mortgage Loan is outstanding, and the
Trust Fund is not pursuing a foreclosure action. Substantially all of the
remaining Mortgage Loans either prohibit the related borrower from encumbering
the Mortgaged Property with additional secured debt or require the consent of
the holder of the first lien prior to so encumbering such property. In
addition, with respect to five (5) Mortgage Loans, representing 3.7% of the
Initial Pool Balance, the principals of the related borrowers are known to have
incurred debt secured by interests in the borrower. See "Risk Factors--Risk
related to the mortgage loans--Secured subordinate financing may affect risk of
loss on the mortgage loans" herein and "Certain Legal Aspects of Mortgage
Loans--Subordinate Financing" in the Prospectus.
Ground Leases. Eleven (11) Mortgaged Properties securing Mortgage Loans
which represent 6.0% by Cut-off Date Balance or Allocated Loan Amount, as
applicable, of the Initial Pool Balance, are subject solely to the lien of a
Mortgage on the applicable borrower's leasehold interest in such Mortgaged
Property. Three (3) Mortgaged Properties securing Mortgage Loans, which
represent 1.6% by Cut-off Date Balance or Allocated Loan Amount, as applicable,
of the Initial Pool Balance, are subject to the lien of either (i) a Mortgage
on both the borrower's leasehold interest and the ground lessor's fee simple
interest in the Mortgaged Property or (ii) a Mortgage on both the borrower's
leasehold interest in a portion of the Mortgaged Property and the borrower's
fee simple interest in the remaining portion of the Mortgaged Property. None of
the related ground leases expire less than ten years after the stated maturity
of the related Mortgage Loan. Under the terms of each such ground lease, the
related ground lessor has either made its fee interest subject to the related
Mortgage or, in general has agreed to give the holder of the Mortgage Loan
notice of, and has granted such holder the right to cure, any default or breach
by the lessee.
Credit Lease Loans. Ten (10) of the Mortgage Loans (the "Credit Lease
Loans"), which represent 1.8% of the Initial Pool Balance, are secured by
Mortgages on Mortgaged Properties that are, in each case, subject to a lease (a
"Credit Lease") to a credit lease tenant (each, a "Tenant"). Certain of the
Tenants and/or guarantors of such Tenants' obligations (the "Guarantors") may
not have an investment grade rating, and the Mortgage Loan Seller has not
independently assessed the creditworthiness of the Tenants or the related
Guarantors of the Credit Leases. Scheduled monthly rent payments (the "Monthly
Rental Payments") under the Credit Leases are generally sufficient to pay in
full and on a timely basis all interest and principal scheduled to be paid with
respect to the related Credit Lease Loans other than the Balloon Payments with
respect to Credit Lease Loans which are Balloon Loans.
The Credit Leases generally provide that the Tenant is responsible for all
costs and expenses incurred in connection with the maintenance and operation of
the related Mortgaged Property. Under certain Credit Lease Loans, the Borrower
may have the obligation to pay such costs and expenses and the failure of the
Borrower to do so may give the Tenant the right to terminate the Credit Lease.
In general, in the event of a casualty or condemnation of a material portion of
the related Mortgaged Property, either (i) the Credit Lease provides that the
Tenant must make an offer to purchase the applicable Mortgaged Property for an
amount not less than the unpaid principal balance plus accrued interest on the
related Credit Lease Loan or (ii) the Trustee on behalf of the
Certificateholders will have the benefit of certain non-cancelable credit lease
enhancement policies (the "Lease Enhancement Policies") issued by certain
insurance companies (each, an "Enhancement Insurer") obtained to cover certain
casualty and/or condemnation risks.
ADDITIONAL MORTGAGE LOAN INFORMATION
General. For a detailed presentation of certain characteristics of the
Mortgage Loans and Mortgaged Properties, on an individual basis and in tabular
format, see Annex A hereto.
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Significant Mortgage Loans
The AMD Loan
The Loan. One (1) Mortgage Loan (the "AMD Loan") representing 5.1% of the
Initial Pool Balance was originated by GMACCM on December 22, 1998 and has a
principal balance as of the Cut-off Date of approximately $68,211,566. The AMD
Loan is a Balloon Loan and has a maturity date of January 10, 2009. The AMD
Loan is secured by, among other things, a fee mortgage (the "AMD Mortgage")
encumbering two office buildings located in Sunnyvale, California (the "AMD
Property") which serve as the corporate headquarters for Advanced Micro
Devices, Inc. ("AMD"). The AMD Loan was made to Delaware CHIP, LLC, a special
purpose limited liability company (the "AMD Borrower"). Payment and prepayment
terms for the AMD Loan are set forth on Annex A.
The AMD Property. The AMD Property consists of two office buildings
containing an aggregate of 362,000 square feet. The AMD Property was
constructed between 1980 and 1995.
Defeasance. The AMD Borrower may obtain the release of the AMD Property
from the lien of the AMD Mortgage by exercising a Defeasance Option on or after
the second anniversary of the Delivery Date.
Value. The AMD Loan has a Cut-off Date LTV of 74.96%. Appraisals performed
on October 20, 1998 determined a value for the AMD Property of $91,000,000.
DSC Ratio. The AMD Loan has an Underwritten NCF DSCR of 1.31x.
The AMD Lease; AMD's Security Deposit. The AMD Property is leased in its
entirety to AMD under a "triple-net" lease (the "AMD Lease") having an initial
term of 20 years and two ten-year renewal periods. AMD's senior unsecured debt
is currently rated "B" by S&P and "B1" by Moody's Investors Service, Inc.
Pursuant to the AMD Lease, AMD has deposited with the AMD Borrower a security
deposit in the amount of $10,000,000 which the AMD Borrower has assigned as
additional collateral for the AMD Loan.
Lockbox. All rents payable under the AMD Lease are required to be
deposited directly by AMD into a lockbox account controlled by the Servicer.
The Zalkind Loans
The Loans. Seven (7) Mortgage Loans for which the borrowers are
affiliates (collectively, the "Zalkind Loans"), representing 4.9% of the
Initial Pool Balance, were originated by GMACCM in August, November and
December, 1998 and have an aggregate principal balance as of the Cut-off Date
of approximately $65,350,220.
The Zalkind Loans consist of seven (7) separate Mortgage Loans to seven
(7) different special purpose limited partnerships (each, a "Zalkind Loan
Borrower"), each of which is affiliated with Steven Zalkind and Donald Love.
Each Zalkind Loan is secured by, among other things, a fee mortgage encumbering
one of seven multifamily properties located throughout the United States (the
"Zalkind Properties"). Each of the Zalkind Loans is a Balloon Loan. None of the
Zalkind Loans are cross-collateralized or cross-defaulted. Payment and
prepayment terms for the Zalkind Loans are as set forth on Annex A.
The Properties. The Zalkind Properties consist of seven (7) multifamily
properties located in Virginia, Florida, Tennessee, South Carolina, North
Carolina and Georgia. The Zalkind Properties range in size from 110 units to
432 units, with a total of 1,557 units, and were constructed between 1968 and
1990.
Defeasance. A Zalkind Loan Borrower may obtain the release of the related
Zalkind Property from the lien of the related mortgage by exercising a
Defeasance Option on or after the second anniversary of the Delivery Date.
Value. The Zalkind Loans have Cut-off Date LTVs ranging from 72.97% to
79.90%. Appraisals performed from June 1998 to November 1998 determined a range
of values for the Zalkind Properties from $4,250,000 to $29,575,000.
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DSC Ratio. The Zalkind Loans have Underwritten NCF DSCRs ranging from
1.25x to 1.40x.
Property Management. All of the Zalkind Properties are managed by an
affiliate of the Zalkind Loan Borrowers.
Lockbox. Upon the occurrence of an event of default or, in the case of the
Zalkind Tranche B Loans (as defined below), failure to make certain minimum
payments on such Zalkind Tranche B Loans, the related Zalkind Borrower is
required to instruct the tenants of the related Zalkind Property to make
payment of all rents to a lockbox account controlled by the Servicer.
Additional Debt. Three of the Zalkind Loans are subject to subordinate
mortgages which secure additional indebtedness (the "Zalkind Tranche B Loans")
which is currently held by the Mortgage Loan Seller. The Zalkind Tranche B
Loans are not included in the Trust Fund. The Zalkind Tranche B Loans are
subject to subordination and standstill agreements which subordinate the
Zalkind Tranche B Loans to the related Zalkind Loan and which limit certain
remedies available to the holder thereof.
The Meringoff Loan
The Loan. One (1) Mortgage Loan (the "Meringoff Loan") representing 4.7%
of the Initial Pool Balance was originated by GMACCM on October 23, 1998 and
has a principal balance as of the Cut-off Date of approximately $62,804,289.
The Meringoff Loan is a Balloon Loan and has a maturity date of November 10,
2008. The Meringoff Loan is secured by, among other things, a mortgage (the
"Meringoff Mortgage") which encumbers eight leasehold interests and one fee
interest and leasehold interest in nine separate office buildings with retail
space located in New York, New York (the "Meringoff Properties"). The Meringoff
Loan was made to ten special purpose limited liability companies (the
"Meringoff Borrowers") which are affiliated with Stephen J. Meringoff and Jay
H. Shidler. Payment and prepayment terms for the Meringoff Loan are set forth
on Annex A.
The Meringoff Properties. The Meringoff Properties range in size from
16,500 square feet to 210,200 square feet, with a total of 761,740 square feet
consisting of office space and retail space. The Meringoff Properties were
constructed or renovated between 1891 and 1981.
Releases; Defeasance. The Meringoff Borrowers may obtain the release of
one or more of the Meringoff Properties from the lien of the Meringoff
Mortgage, by exercising a Defeasance Option on or after the second anniversary
of the Delivery Date and defeasing an amount equal to 125% of the Allocated
Loan Amount for the related Mortgaged Property. The Allocated Loan Amounts and
Release Amounts for the Meringoff Properties are set forth below. Defeasance is
only permitted upon the satisfaction of certain conditions, including, among
other things, confirmation from the Rating Agencies that such defeasance will
not result in a withdrawal, downgrade or qualification of the then current
ratings on the Certificates, and delivery of certain legal opinions and
documentation.
MERINGOFF ALLOCATED LOAN AMOUNTS AND RELEASE AMOUNTS
<TABLE>
<CAPTION>
ALLOCATED RELEASE
PROPERTY NAME LOAN AMOUNT AMOUNT*
- -------------------------------------- ------------- --------------
<S> <C> <C>
401 Park Avenue South ......... $30,650,000 $38,312,500
462 Broadway .................. 7,150,000 8,937,500
400 Eighth Avenue ............. 6,835,000 8,543,750
88 University Place ........... 5,400,000 6,750,000
12 West 27th Street ........... 4,000,000 5,000,000
30 West 26th Street ........... 3,790,000 4,737,500
12 West 21st Street ........... 2,980,000 3,725,000
686 Lexington Avenue .......... 1,485,000 1,856,250
681 Lexington Avenue .......... 660,000 825,000
</TABLE>
----------
* 125% of initial Allocated Loan Amount
Value. The Meringoff Loan has a Cut-off Date LTV of 72.23%. Appraisals
performed in July 1998 determined a range of values for the Meringoff
Properties from $2,100,000 to $36,600,000 and an aggregate appraised value of
$86,950,000.
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<PAGE>
DSC Ratio. The Meringoff Loan has an Underwritten NCF DSCR of 1.24x.
Property Management. All of the Meringoff Properties are managed by
Meringoff Properties, Inc., an affiliate of the Meringoff Borrowers.
Lockbox. Upon the occurrence of an event of default under the Meringoff
Loan, the Meringoff Borrowers are required to instruct the tenants of the
Meringoff Properties to make payment of all rents to a lockbox account
controlled by the Servicer.
Master Leases and Senior Debt. The Meringoff Borrowers hold leasehold
interests in the improvements and real property relating to eight of the
Meringoff Properties (the "Meringoff Leasehold Properties") pursuant to master
leases (the "Master Leases") each of which leasehold interests is subject to
the Meringoff Mortgage. One Meringoff Borrower holds a fee interest in the
related Meringoff Property which fee interest is subject to the Meringoff
Mortgage. The fee interest in each of the Meringoff Leasehold Properties is
encumbered by a fee mortgage, none of which is included in the Trust Fund.
Each of the leasehold interests held by the Meringoff Borrowers is
subordinate to the fee mortgage on the applicable property, with such
subordination conditioned on the granting of non-disturbance protection to the
Meringoff Borrower as the lessee under the Master Lease. If such
non-disturbance were not granted, the Master Lease would have priority over any
fee mortgage encumbering the property. Subordination, non-disturbance and
attornment agreements ("SNDAs") were entered into by the various Meringoff
Borrowers and the respective fee mortgagees, which SNDAs granted
non-disturbance protection to the Meringoff Borrowers if there was not an event
of default under the Master Leases or the SNDAs.
Each Master Lease provides, among other things, that all of the Meringoff
Borrower's right, title and interest in the subleases on the property (the
"Borrower's Sublease Interest") is assigned to the master lessor. Pursuant to
the terms of the Master Lease, the master lessor has consented to the
assignment of the Borrower's Sublease Interest to the leasehold mortgagee on
the condition that the leasehold mortgagee (i) grant non-disturbance protection
to each subtenant of a lease not then in default and (ii) apply any sub-tenant
rents first to the payment of the Master Lease rental payments, and only then
to the payments due under the leasehold mortgage.
Master Lease Lockboxes and Cure Rights. The rental payments owed by the
Meringoff Borrowers under the Master Leases are made monthly to the lockbox of
the respective fee mortgagees, except with respect to the 88 University Place
and 401 Park Avenue South properties. In the event of a default by a Meringoff
Borrower under any Master Lease, the Servicer has the same right to notice and
the opportunity to cure such default as granted to the Meringoff Borrower under
the Master Lease. The cure period for any monetary default under the Master
Lease is ten (10) days after notice of such default from the master lessor.
Following the termination of a Master Lease, the Servicer has the option to
assume the Meringoff Borrower's rights under such Master Lease upon the terms
and conditions set forth therein.
Purchase Option on 88 University Place. The Master Lease for the property
located at 88 University Place grants to the relevant Meringoff Borrower a
purchase option for the fee interest in the property, subject to the terms and
conditions contained therein. The Meringoff Mortgage requires that upon the
Meringoff Borrower's purchase of the fee interest in the property the lien of
the mortgage be spread to and encumber such fee interest and that the Meringoff
Borrower execute such documentation as may be required by the Servicer to
effectuate the encumbrance.
The Hudson Valley Mall Loan
The Loan. One (1) Mortgage Loan (the "Hudson Valley Mall Loan")
representing 4.4% of the Initial Pool Balance was originated by GMACCM on
December 31, 1998 and has a principal balance as of the Cut-off Date of
approximately $58,566,075. The Hudson Valley Mall Loan is a Balloon Loan and
has a maturity date of January 10, 2009. The Hudson Valley Mall Loan is secured
by, among other things, a fee mortgage (the "Hudson Valley Mall Mortgage")
encumbering an anchored regional mall located in Ulster, New York (the "Hudson
Valley Mall Property"). The Hudson Valley Mall Loan was made to PCK Development
Company, L.L.C. (the "Hudson Valley Mall Borrower"), a special purpose limited
liability company. Payment and prepayment terms for the Hudson Valley Mall Loan
are set forth on Annex A.
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<PAGE>
The Hudson Valley Mall Property. The Hudson Valley Mall Property consists
of a 644,265 square foot anchored regional mall located in Ulster, New York.
The Hudson Valley Mall Property was constructed in 1981, expanded in 1989 and
renovated between 1995 and 1997. The Hudson Valley Mall Property is currently
anchored by Filene's, Sears, JC Penney, a Hoyt's Cinema and a vacant former
K-Mart, which in total occupy 409,367 square feet, or 63.5% of the property's
total square footage. Although the space lease by K-Mart is vacant, K-Mart
remains obligated under its lease until October 2006.
The following table summarizes the breakdown of tenants at the Hudson
Valley Mall Property:
HUDSON VALLEY MALL PROPERTY OVERVIEW
<TABLE>
<CAPTION>
SQUARE % OF
FOOTAGE TOTAL SQ. FT.
--------- --------------
<S> <C> <C>
Filene's ................... 120,814 18.75%
Sears ...................... 110,862 17.21
JC Penney .................. 67,578 10.49
K-Mart ..................... 68,337 10.61
Hoyt's Cinema .............. 41,776 6.48
In-line Mall Space ......... 234,898 36.46
------- ------
TOTAL ...................... 644,265 100.00%
</TABLE>
LEASE EXPIRATION SCHEDULE
<TABLE>
<CAPTION>
EXPIRING
NUMBER SQUARE % OF
YEAR OF LEASES FOOTAGE TOTAL SQ. FT.
- ---------------------- ----------- --------- --------------
<S> <C> <C> <C>
1999 ............... 11 12,443 1.93%
2000 ............... 11 23,854 3.70
2001 ............... 11 32,360 5.02
2002 ............... 12 112,218 17.42
2003 ............... 5 4,092 0.64
2004 ............... 7 126,568 19.65
2005 ............... 2 7,405 1.15
2006 ............... 4 195,676 30.37
2007 ............... 6 18,481 2.87
2008+ .............. 10 72,261 11.22
</TABLE>
Defeasance; Releases. The Hudson Valley Mall Borrower may obtain the
release of the Hudson Valley Mall Property from the lien of the Hudson Valley
Mall Mortgage by exercising a Defeasance Option on or after the second
anniversary of the Delivery Date. In addition, in connection with an expansion
of the Hudson Valley Mall Property, the Hudson Valley Mall Borrower is entitled
to obtain a release of an unimproved portion of the Hudson Valley Mall
Property, without payment of consideration, upon satisfaction of certain
conditions, including without limitation, satisfaction of certain debt service
coverage ratio tests and receipt of rating confirmation from the Rating
Agencies that any such release and expansion will not result in a downgrade,
withdrawal or qualification of the ratings on the Certificates.
Value. The Hudson Valley Mall Loan has a Cut-off Date LTV of 67.54%. The
Cut-off Date LTV without giving effect to the amounts described in the earnout
reserve described below would be 73.30%. An appraisal performed in November
1998 determined a value for the Hudson Valley Mall Property of $79,900,000.
DSC Ratio. The Hudson Valley Mall Loan has an Underwritten NCF DSCR of
1.39x.
Lockbox. All rents payable by tenants of the Hudson Valley Mall Property
are required to be deposited directly into a lockbox account controlled by the
Servicer.
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<PAGE>
Property Management. The Hudson Valley Mall Property is managed by Pyramid
Management Group, Inc., which is affiliated with The Pyramid Companies, a
shopping mall developer and operator in the northeastern United States.
Earnout Reserve. A portion of the proceeds of the Hudson Valley Mall in an
amount equal to $4,600,000 is currently held in an earnout reserve under the
control of the Servicer. Provided that no event of default exists under the
Hudson Valley Mall Loan, and upon satisfaction of certain other conditions,
such amounts will be released to the Hudson Valley Mall Borrower when the space
vacated by K-Mart is leased to a similar anchor or sub-anchor tenants.
The Uniprop Loans
The Loans. Seven (7) Mortgage Loans for which the borrowers are
affiliates (collectively, the "Uniprop Loans"), representing 3.9% of the
Initial Pool Balance, were originated by GMACCM in August and September, 1998
and have an aggregate principal balance as of the Cut-off Date of approximately
$52,398,996.
The Uniprop Loans consist of seven separate Mortgage Loans to six
different special purpose limited partnerships (each, a "Uniprop Loan
Borrower"). Each Uniprop Loan is secured by, among other things, a fee mortgage
encumbering one or more of twelve manufactured housing communities located
throughout the United States (the "Uniprop Properties"). Two of the Uniprop
Loans (the "Uniprop Fund II Loans") having an aggregate principal balance as of
the Cut-off Date of approximately $29,866,279 are cross-collateralized and
cross-defaulted with each other. Except for the Uniprop Fund II Loans, none of
the Uniprop Loans are cross-collateralized or cross-defaulted. Each of the
Uniprop Loans is an ARD Loan. Payment and prepayment terms for the Uniprop
Loans are as set forth on Annex A.
Each of the Uniprop Loan Borrowers is affiliated with Uniprop, Inc., a
Michigan corporation ("Uniprop"). The borrower under the Uniprop Fund II Loans
is Uniprop Manufactured Housing Communities Income Fund II (the "Uniprop Fund
II Borrower"), a Michigan limited partnership whose limited partnership
interests are publicly traded.
The Properties. The Uniprop Properties consist of twelve manufactured
housing communities located in Florida, Michigan, Colorado, Nevada, North
Carolina, New Mexico and Minnesota. The Uniprop Properties range in size from
152 sites to 475 sites, with a total of 3,808 sites, and were constructed
between 1972 and 1986. The Uniprop Fund II Borrower owns two additional
manufactured housing communities with respect to which the Uniprop Fund II
Borrower has executed negative pledge agreements prohibiting future mortgage
indebtedness on such communities.
Defeasance; Releases. The Uniprop Borrowers may obtain the release of one
or more of the Uniprop Properties from the lien of the related mortgage by
exercising a Defeasance Option on or after the second anniversary of the
Delivery Date and, in the case of Uniprop II Loans, defeasing an amount equal
to 125% of the Allocated Loan Amount for the related Mortgaged Property.
Value. The Uniprop Fund II Loans have a weighted average Cut-off Date LTV
of 45.04%. The other Uniprop Loans have Cut-off Date LTVs ranging from 54.90%
to 69.56%. Appraisals performed from March 1998 to June 1998 determined a range
of values for the Uniprop Properties from $3,200,000 to $16,800,000.
DSC Ratio. The weighted average Underwritten NCF DSCR of the Uniprop Fund
II Loans is 2.21x. The other Uniprop Loans have Underwritten NCF DSCRs ranging
from 1.45x to 2.04x.
Property Management. All of the Uniprop Properties are managed by Uniprop.
Lockbox. Upon the earlier to occur of an event of default under a Uniprop
Loan or the date which is three months prior to the related ARD, the related
Uniprop Borrower is required to establish a lockbox account controlled by the
Servicer and instruct the tenants of the related Uniprop Property to make
payment of all rents to such lockbox.
Additional Debt. Each Uniprop Loan Borrower is permitted to incur
indebtedness secured solely by manufactured homes owned by such Uniprop Loan
Borrower located on the related Uniprop Property. In
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<PAGE>
addition, each Uniprop Loan Borrower is permitted to incur secured or unsecured
subordinate third party debt provided that the amount of such debt in the
aggregate may not exceed five percent (5%) of the initial principal balance of
the related Uniprop Loan.
THE MORTGAGE LOAN SELLER
GMACCM, a corporation organized under the laws of the State of California
and an affiliate of the Depositor, is an indirect wholly-owned subsidiary of
GMAC Mortgage Group, Inc., which in turn is a wholly-owned direct subsidiary of
General Motors Acceptance Corporation. The principal offices of GMACCM are
located at 650 Dresher Road, Horsham, Pennsylvania 19044. Its telephone number
is (215) 328-4622.
The information set forth herein concerning the Mortgage Loan Seller and
the underwriting conducted by it with respect to the Mortgage Loans has been
provided by GMACCM, and neither the Depositor nor the Underwriters make any
representation or warranty as to the accuracy or completeness of such
information.
CERTAIN UNDERWRITING MATTERS
Environmental Assessments. All but one of the Mortgaged Properties were
subject to a Phase I environmental site assessment (or an update of a
previously conducted assessment). In the case of certain Mortgaged Properties,
including the Mortgaged Property which did not receive a Phase I environmental
site assessment, Phase II environmental site assessments were performed. Each
such environmental assessment was performed on behalf of the Mortgage Loan
Seller or the related report was delivered to the Mortgage Loan Seller in
connection with its origination or acquisition of the related Mortgage Loan.
With respect to 260 of the Mortgaged Properties, which secure Mortgage Loans
representing 98.3%, by Cut-off Date Balance or Allocated Loan Amount, as
applicable, of the Initial Pool Balance, such environmental assessments or
updates thereof were conducted within the 12-month period prior to the Cut-off
Date for such Mortgage Loan. No such environmental assessment revealed any
material adverse environmental condition or circumstance with respect to any
Mortgaged Property, except for: (i) those cases where such conditions were
remediated or abated or a use restriction was imposed prior to the Delivery
Date; (ii) those cases in which an operations and maintenance plan or periodic
monitoring of such Mortgaged Property or nearby properties was recommended and
implemented; (iii) those cases involving a leaking underground storage tank,
groundwater or other contamination at a nearby property, which condition had
not yet materially affected such Mortgaged Property and as to which a
responsible party, other than the borrower, has either been identified under
applicable law or was then conducting remediation of the related condition;
(iv) those cases in which groundwater, soil or other contamination was
identified or suspected, and an escrow reserve, indemnity or other collateral
was provided to cover the estimated costs of continued monitoring,
investigation, testing or remediation; (v) those cases involving radon; and
(vi) those cases where the related borrower has agreed to seek a "case closed"
status for the issue from the applicable governmental agency.
The information contained herein is based on the environmental assessments
and has not been independently verified by the Depositor, the Mortgage Loan
Seller, the Servicer, the Underwriters, or any of their respective affiliates.
Property Condition Assessments. Inspections (or updates of previously
conducted inspections) of all but one of the Mortgaged Properties were
conducted by independent licensed engineers and/or architects on behalf of the
Mortgage Loan Seller. With respect to 262 of the Mortgaged Properties, which
secure Mortgage Loans representing 98.7%, by Cut-off Date Balance or Allocated
Loan Amount, as applicable, of the Initial Pool Balance, such inspections were
conducted within the 12-month period prior to the Cut-off Date for the related
Mortgage Loan. Such inspections were generally commissioned to inspect the
exterior walls, roofing, interior construction, mechanical and electrical
systems and general condition of the site, buildings and other improvements
located at a Mortgaged Property. With respect to certain of the Mortgage Loans,
the resulting reports indicated a variety of deferred maintenance items and
recommended capital expenditures. In some (but not all) instances, cash
reserves were established to fund such deferred maintenance and/or replacement
items.
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<PAGE>
Appraisals. An appraisal for each Mortgaged Property was performed (or an
existing appraisal updated) on behalf of the Mortgage Loan Seller. With respect
to 263 of the Mortgaged Properties, which secure Mortgage Loans representing
99.1%, by Cut-off Date Balance or Allocated Loan Amount, as applicable, of the
Initial Pool Balance, such appraisals (or updates) were performed for the
related Mortgage Loan during the 12-month period prior to the Cut-off Date. See
Annex A herein. All of such appraisals were conducted by an independent
appraiser that is state certified and/or designated as a Member of the
Appraisal Institute ("MAI"), in order to establish that the appraised value of
the related Mortgaged Property or Properties exceeded the original principal
balance of the Mortgage Loan (or, in the case of a set of related
Cross-Collateralized Mortgage Loans, the aggregate original principal balance
of such set). In general, such appraisals represent the analysis and opinions
of the respective appraisers at or before the time made, and are not guarantees
of, and may not be indicative of, present or future value. There can be no
assurance that another appraiser would not have arrived at a different
valuation, even if such appraiser used the same general approach to and same
method of appraising the property. In addition, appraisals seek to establish
the amount a typically motivated buyer would pay a typically motivated seller.
Such amount could be significantly higher than the amount obtained from the
sale of a Mortgaged Property under a distress or liquidation sale. In general,
the Mortgage Loans conformed to the appraisal guidelines set forth in Title XI
of the Federal Financial Institutions Reform, Recovery and Enforcement Act of
1989. See "Risk Factors--Risk related to the mortgage loans--Appraisals are not
guarantees of the value of mortgaged properties" herein.
Hazard, Liability and Other Insurance. The Mortgage Loans require that
either: (i) in most cases, the Mortgaged Property be insured by a hazard
insurance policy in an amount (subject to a customary deductible) at least
equal to the lesser of the outstanding principal balance of the related
Mortgage Loan and 100% of the full insurable replacement cost of the
improvements located on the related Mortgaged Property, and if applicable, the
related hazard insurance policy contains appropriate endorsements to avoid the
application of co-insurance and does not permit reduction in insurance proceeds
for depreciation; or (ii) in certain cases, the Mortgaged Property be insured
by hazard insurance in such other amounts as was required by the related
originators; provided that certain Credit Lease Loans allow the tenant under
the Credit Lease to self-insure. In addition, if any portion of a Mortgaged
Property securing any Mortgage Loan was, at the time of the origination of such
Mortgage Loan, in an area identified in the Federal Register by the Federal
Emergency Management Agency as having special flood hazards, and flood
insurance was available, a flood insurance policy meeting any requirements of
the then current guidelines of the Federal Insurance Administration is in
effect with a generally acceptable insurance carrier, in an amount representing
coverage not less than the least of (1) the outstanding principal balance of
such Mortgage Loan, (2) the full insurable value of such Mortgaged Property,
(3) the maximum amount of insurance available under the National Flood
Insurance Act of 1968, as amended and (4) 100% of the replacement cost of the
improvements located on the related Mortgaged Property, except in certain cases
where self insurance was permitted. In general, the standard form of hazard
insurance policy covers physical damage to, or destruction of, the improvements
on the Mortgaged Property by fire, lightning, explosion, smoke, windstorm and
hail, riot or strike and civil commotion, subject to the conditions and
exclusions set forth in each policy.
Each Mortgage generally also requires the related borrower to maintain
comprehensive general liability insurance against claims for personal and
bodily injury, death or property damage occurring on, in or about the related
Mortgaged Property in an amount customarily required by institutional lenders.
Each Mortgage generally further requires the related borrower to maintain
business interruption or rent loss insurance in an amount not less than 100% of
the projected rental income from the related Mortgaged Property for not less
than twelve (12) months.
In general, the Mortgaged Properties are not insured for earthquake risk.
With respect to Mortgaged Properties located in California, the Mortgage Loan
Seller generally conducted seismic studies to assess the "probable maximum
loss" for the related Mortgaged Properties. In certain circumstances, the
related borrower was required to obtain earthquake insurance covering the
Mortgaged Properties. Certain of such Mortgaged Properties may be insured in
amounts less than the outstanding principal balances of such Mortgage Loans.
S-41
<PAGE>
Recently, certain areas of the United States experienced hurricanes and/or
floods. The Mortgaged Property securing one (1) Mortgage Loan, which represents
approximately 0.2% of the Initial Pool Balance, has recently sustained damage
and the related borrower has contacted its insurance companies. Insurance
proceeds have been escrowed with respect to, and repairs have begun on, the
related Mortgaged Property securing the Mortgage Loan. However, no assurance
can be given that the related borrower will be able to completely restore the
property. In addition, no assurance can be given that other properties securing
the Mortgage Loans have not sustained similar damage.
EARNOUTS AND ADDITIONAL COLLATERAL LOANS
Certain of the Mortgage Loans are additionally secured by cash reserves or
irrevocable letters of credit that will be released upon satisfaction by the
borrower of certain leasing-related or other conditions including, in certain
cases, achieving certain debt service coverage ratios. Failure to satisfy such
conditions may result in the application of the related reserve or credit
enhancement amount to partially defease or prepay the related Mortgage Loan or,
in certain cases, such amounts will be retained as additional collateral. Any
such partial prepayment may not be required to be accompanied by payment of a
Prepayment Premium or yield maintenance payment. See Annex A herein.
ASSIGNMENT OF THE MORTGAGE LOANS; REPURCHASES AND SUBSTITUTIONS
On or prior to the Delivery Date, each of the Mortgage Loans will be
assigned, without recourse, to the Depositor, and the Depositor will assign all
the Mortgage Loans, without recourse, to the Trustee for the benefit of the
Certificateholders. In connection with the foregoing, generally the Mortgage
Loan Seller is required in accordance with, and subject to the terms of, the
Mortgage Loan Purchase Agreement to deliver or cause to be delivered the
following documents, among others, with respect to each Mortgage Loan so
assigned by it, to the Depositor or its custodial agent (who will deliver such
documents to the Trustee) or, at the direction of the Depositor, directly to
the Trustee: (a) the original Mortgage Note, endorsed (without recourse) in
blank or to the order of the Trustee; (b) the original or a copy of the related
Mortgage(s), together with originals or copies of any intervening assignments
of such document(s), in each case with evidence of recording thereon (unless
such document(s) have not been returned by the applicable recorder's office);
(c) the original or a copy of any related assignment(s) of rents and leases (if
any such item is a document separate from the related Mortgage), together with
originals or copies of any intervening assignments of such document(s), in each
case with evidence of recording thereon (unless such document(s) have not been
returned by the applicable recorder's office); (d) an assignment of each
related Mortgage in blank or in favor of the Trustee, in recordable form; (e)
an assignment of any related assignment(s) of rents and leases (if any such
item is a document separate from the related Mortgage) in blank or in favor of
the Trustee, in recordable form; (f) any UCC financing statements and original
assignments thereof to the Trustee; (g) an original or copy of the related
lender's title insurance policy (or, if a title insurance policy has not yet
been issued, a commitment for title insurance "marked-up" at the closing of
such Mortgage Loan); and (h) when relevant, the related ground lease or a copy
thereof. 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
will deliver a copy or duplicate original of such Mortgage Note, together with
an affidavit certifying that the original thereof has been lost or destroyed.
The Trustee will be required to review the documents delivered by the
Mortgage Loan Seller and/or Depositor with respect to each Mortgage Loan within
60 days following the Delivery Date, and the Trustee will hold the related
documents in trust. If it is found during the course of such review or at any
other time that any of the above-described documents was not delivered with
respect to any Mortgage Loan or that any such document is defective, and in
either case such omission or defect materially and adversely affects the value
of the related Mortgage Loan or the interests of Certificateholders therein,
and if the Mortgage Loan Seller cannot deliver the document or cure the defect
within a period of 90 days following its receipt of notice of such omission or
defect, then the Mortgage Loan Seller will be obligated pursuant to the
Mortgage Loan Purchase Agreement (the relevant rights under which will be
assigned by the Depositor to the Trustee) to repurchase the affected Mortgage
Loan within such 90-day period at a price (the "Purchase Price") at least equal
to the unpaid principal balance of such Mortgage Loan,
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<PAGE>
together with any accrued but unpaid interest thereon to but not including the
Due Date in the Collection Period of the repurchase and any related
unreimbursed Servicing Advances (as defined herein).
In lieu of affecting any such repurchase in the manner set forth above,
the Mortgage Loan Seller is also permitted for two years following the Delivery
Date to substitute a new mortgage loan (a "Replacement Mortgage Loan") for the
affected Mortgage Loan (any Mortgage Loan repurchased or substituted, a
"Deleted Mortgage Loan"). To qualify as a Replacement Mortgage Loan, the
Replacement Mortgage Loan must have certain financial terms substantially
similar to the Deleted Mortgage Loan and meet a number of specific
requirements. In particular, the Replacement Mortgage Loan must (i) have a
Stated Principal Balance (as defined herein) of not more than the Stated
Principal Balance of the Deleted Mortgage Loan, (ii) accrue interest at a rate
of interest at least equal to that of the Deleted Mortgage Loan, (iii) be a
fixed-rate Mortgage Loan, and (iv) have a remaining term to stated maturity or
Anticipated Repayment Date, in the case of an ARD Loan, of not greater than,
and not more than two years less than, the Deleted Mortgage Loan (any mortgage
loan meeting such qualifications, a "Qualifying Substitute Mortgage Loan"). In
addition, the Replacement Mortgage Loan must be a "qualified replacement
mortgage" within the meaning of 860G(a)(4) of the Code. Finally, the Mortgage
Loan Seller must deposit in the Distribution Account an amount, if any, by
which the Purchase Price of the Deleted Mortgage Loan exceeds the initial
Stated Principal Balance of the Replacement Mortgage Loan (the "Substitution
Shortfall Amount").
The foregoing repurchase or substitution obligation will constitute the
sole remedy available to the Certificateholders and the Trustee for any failure
on the part of the Mortgage Loan Seller to deliver any of the above-described
documents with respect to any of the Mortgage Loans or for any defect in any
such document; and none of the Depositor or any other person or entity will be
obligated to repurchase the affected Mortgage Loan if the Mortgage Loan Seller
defaults on its obligation to do so.
Within 45 days following the Delivery Date, the Trustee, at the expense of
the Mortgage Loan Seller, will cause the assignments with respect to each
Mortgage Loan described in clauses (d) and (e) of the fourth preceding
paragraph to be completed in the name of the Trustee (if delivered in blank)
and submitted for recording in the real property records of the appropriate
jurisdictions.
REPRESENTATIONS AND WARRANTIES; REPURCHASES
In the Mortgage Loan Purchase Agreement, subject to certain exceptions,
the Mortgage Loan Seller has represented and warranted with respect to each of
the Mortgage Loans, as of the Delivery Date, or as of such other date
specifically provided in the representation and warranty, among other things,
generally to the effect that:
(i) Immediately prior to the transfer thereof to the Depositor, the
Mortgage Loan Seller had good and marketable title to, and was the sole
owner and holder of, such Mortgage Loan, free and clear of any and all
liens, encumbrances and other interests on, in or to such Mortgage Loan
(other than, in certain cases, the right of a subservicer to primary
service such Mortgage Loan).
(ii) The Mortgage Loan Seller has full right and authority to sell,
assign and transfer such Mortgage Loan.
(iii) The information pertaining to such Mortgage Loan set forth in the
Mortgage Loan schedule attached to the Mortgage Loan Purchase Agreement was
true and correct in all material respects as of the Cut-off Date for such
Mortgage Loan.
(iv) Such Mortgage Loan was not, as of the Cut-off Date for such Mortgage
Loan, 30 days or more delinquent in respect of any Monthly Payment required
thereunder, without giving effect to any applicable grace period.
(v) The lien of the related Mortgage is insured by an ALTA lender's title
insurance policy, or its equivalent as adopted in the applicable
jurisdiction, issued by a nationally recognized title insurance company,
insuring the originator of the related Mortgage Loan, its successors and
assigns, as to the first priority lien of the Mortgage in the original
principal amount of the related Mortgage Loan after
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all advances of principal, subject only to Permitted Encumbrances (or, if a
title insurance policy has not yet been issued in respect of any Mortgage
Loan, a policy meeting the foregoing description is evidenced by a
commitment for title insurance "marked-up" at the closing of such loan).
"Permitted Encumbrances" include (A) the lien of current real property
taxes and assessments not yet due and payable, (B) covenants, conditions
and restrictions, rights of way, easements and other matters of public
record, and (C) exceptions and exclusions specifically referred to in the
lender's title insurance policy issued or, as evidenced by a "marked-up"
commitment, to be issued in respect of such Mortgage Loan. The Permitted
Encumbrances referred to above do not materially interfere with the
security intended to be provided by the related Mortgage, the current use
or operation of the related Mortgaged Property, or the current ability of
such Mortgaged Property to generate net operating income sufficient to
service the Mortgage Loan.
(vi) The Mortgage Loan Seller has not waived any material default,
breach, violation or event of acceleration existing under the related
Mortgage or Mortgage Note.
(vii) There is no valid offset, defense or counterclaim to such Mortgage
Loan.
(viii) The related Mortgaged Property is, except as otherwise set forth
in the related engineering report, to the knowledge of the Mortgage Loan
Seller, free and clear of any damage that would materially and adversely
affect its value as security for such Mortgage Loan and the Mortgage Loan
Seller has no actual notice of the commencement of a proceeding for the
condemnation of all or any material portion of the related Mortgaged
Property.
(ix) At origination, such Mortgage Loan complied with all applicable
usury laws.
(x) The proceeds of such Mortgage Loan have been fully disbursed and
there is no requirement for future advances thereunder.
(xi) The Mortgage Note and Mortgage for such Mortgage Loan and all other
documents and instruments evidencing, guaranteeing, insuring or otherwise
securing such Mortgage Loan have been duly and properly executed by the
parties thereto, and each is the legal, valid and binding obligation of the
maker thereof (subject to any non-recourse provisions contained in any of
the foregoing agreements and any applicable state anti-deficiency
legislation), enforceable in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization,
receivership, moratorium or other laws relating to or affecting the rights
of creditors generally and by general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at
law).
(xii) All improvements upon the related Mortgaged Property are insured
against loss by hazards of extended coverage in an amount (subject to a
customary deductible) at least equal to the lesser of the outstanding
balance of such Mortgage Loan and 100% of the full replacement cost of the
improvements located on such Mortgaged Property, and the related hazard
insurance policy contains appropriate endorsements to avoid the application
of co-insurance provisions and does not permit reduction in insurance
proceeds for depreciation.
(xiii) The related Mortgaged Property was subject to one or more
environmental site assessments (or an update of a previously conducted
assessment), which was performed on behalf of the Mortgage Loan Seller, or
as to which the related report was delivered to the Mortgage Loan Seller in
connection with its origination or acquisition of such Mortgage Loan; and
the Mortgage Loan Seller, having made no independent inquiry other than
reviewing the resulting report(s) and/or employing an environmental
consultant to perform the assessment(s) referenced herein, has no knowledge
of any material and adverse environmental condition or circumstance
affecting such Mortgaged Property that was not disclosed in the related
report(s).
(xiv) Such Mortgage Loan is not cross-collateralized with a mortgage loan
other than another Mortgage Loan.
(xv) All escrow deposits relating to such Mortgage Loan that were
required to be deposited with the mortgagee or its agent under the terms of
the related loan documents have been so deposited.
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(xvi) As of the date of origination of such Mortgage Loan and, to the
actual knowledge of the Mortgage Loan Seller, as of the Delivery Date, the
related Mortgaged Property was and is free and clear of any mechanics' and
materialmen's liens or liens in the nature thereof which create a lien
prior to that created by the related Mortgage, except those which are
insured against by the title policy referred to in (v) above.
(xvii) No holder of the Mortgage Loan has, to the Mortgage Loan Seller's
knowledge, advanced funds or induced, solicited or knowingly received any
advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required by
the Mortgage Loan.
(xviii) To the Mortgage Loan Seller's knowledge, based on due diligence
customarily performed in the origination of comparable mortgage loans by
the Mortgage Loan Seller, as of the date of origination of such Mortgage
Loan, the related Mortgagor or operator was in possession of all material
licenses, permits and authorizations required by applicable laws for the
ownership and operation of the related Mortgaged Property as it was then
operated.
(xix) The related Mortgage or Mortgage Note, together with applicable
state law, contains customary and enforceable provisions (subject to the
exceptions set forth in paragraph (xi) above) such as to render the rights
and remedies of the holders thereof adequate for the practical realization
against the related Mortgaged Property of the principal benefits of the
security intended to be provided thereby.
(xx) In connection with the origination or acquisition of such Mortgage
Loan, the Mortgage Loan Seller has inspected or caused to be inspected the
Mortgaged Property.
(xxi) Such Mortgage Loan contains provisions for the acceleration of the
payment of the unpaid principal balance of such Mortgage Loan if, without
complying with the requirements of such Mortgage Loan, the related
Mortgaged Property is directly or indirectly transferred or sold.
(xxii) The related Mortgagor is an entity, other than an individual,
whose organizational documents or the related Mortgage Loan documents
provide substantially to the effect that such Mortgagor: (A) is formed or
organized solely for the purpose of owning and operating one or more of the
Mortgaged Properties securing the Mortgage Loan, (B) may not engage in any
business unrelated to such Mortgaged Property or Mortgaged Properties, (C)
does not have any material assets other than those related to its interest
in and operation of such Mortgaged Property or Mortgaged Properties, (D)
may not incur indebtedness other than as permitted by the related Mortgage
or other Mortgage Loan documents, (E) has its own books and records
separate and apart from any other person, and (F) holds itself out as a
legal entity, separate and apart from any other person.
If it is found that there exists a material breach of any of the foregoing
representations and warranties of the Mortgage Loan Seller with respect to any
of the Mortgage Loans, and if the Mortgage Loan Seller cannot cure such breach
within a period of 90 days following its receipt of notice of such breach, then
the Mortgage Loan Seller will be obligated pursuant to the Mortgage Loan
Purchase Agreement (the relevant rights under which will be assigned by the
Depositor to the Trustee) to repurchase the affected Mortgage Loan within such
90 day period at the applicable Purchase Price or, for two years following the
Delivery Date, substitute a Replacement Mortgage Loan for the affected Mortgage
Loan and pay any Substitution Shortfall Amount.
The foregoing repurchase or substitution obligation will constitute the
sole remedy available to the Certificateholders and the Trustee for any breach
of the Mortgage Loan Seller's representations and warranties regarding any of
the Mortgage Loans. As to any Mortgage Loan, the Mortgage Loan Seller will be
the sole warranting party; and none of the Depositor or any other person or
entity will be obligated to repurchase any affected Mortgage Loan in connection
with a breach of the Mortgage Loan Seller's representations and warranties if
the Mortgage Loan Seller defaults on its obligation to do so. See "The Pooling
and Servicing Agreements--Representations and Warranties; Repurchases" in the
Prospectus.
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POOL CHARACTERISTICS; CHANGES IN MORTGAGE ASSET POOL
The description in this Prospectus Supplement of the Mortgage Asset Pool
and the Mortgaged Properties is based upon the Mortgage Loans that constitute
the Mortgage Asset Pool as expected to be constituted at the time the Offered
Certificates (as defined herein) are issued, as adjusted for the scheduled
principal payments due on or before the Cut-off Date for each such Mortgage
Loan. Prior to the issuance of the Offered Certificates, a Mortgage Loan may be
removed from the Mortgage Asset Pool if the Depositor deems such removal
necessary or appropriate or if it is prepaid. A limited number of other
mortgage loans may be included in the Mortgage Asset Pool prior to the issuance
of the Offered Certificates, unless including such mortgage loans would
materially alter the characteristics of the Mortgage Asset Pool as described
herein. The information set forth herein is representative of the
characteristics of the Mortgage Asset Pool as it will be constituted at the
time the Offered Certificates are issued, although the range of Mortgage Rates
and maturities and certain other characteristics of the Mortgage Loans in the
Mortgage Asset Pool may vary.
A Current Report on Form 8-K (the "Form 8-K") will be available to
purchasers of the Offered Certificates on or shortly after the Delivery Date
and will be filed, together with the Pooling and Servicing Agreement and the
Mortgage Loan Purchase Agreement, with the Securities and Exchange Commission
within fifteen days after the initial issuance of the Offered Certificates. In
the event Mortgage Loans are removed from or added to the Mortgage Asset Pool
as set forth in the preceding paragraph, such removal or addition will be noted
in the Form 8-K.
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SERVICING OF THE MORTGAGE LOANS
GENERAL
The Servicer will be responsible for the servicing and administration of
all the Mortgage Loans; however, the holder or holders of Certificates
evidencing a majority interest in the Controlling Class (as defined herein)
will be entitled to terminate substantially all the rights and duties of the
Servicer in respect of Specially Serviced Mortgage Loans (as defined herein)
and REO Properties and to appoint a replacement to perform such duties under
substantially the same terms and conditions as applicable to the Servicer. See
"--Termination of the Servicer with Respect to Specially Serviced Mortgage
Loans and REO Properties" below. The Servicer, either directly or through
Sub-Servicers, will be required to service and administer the Mortgage Loans in
the best interests of and for the benefit of the Certificateholders (as
determined by the Servicer in its good faith and reasonable judgment), in
accordance with applicable law, the terms of the Pooling and Servicing
Agreement and the terms of the respective Mortgage Loans and, to the extent
consistent with the foregoing, in the same manner as is normal and usual in its
general mortgage servicing and REO property management activities with respect
to mortgage loans and REO properties that are comparable to those for which it
is responsible under the Pooling and Servicing Agreement. Such requirements are
herein referred to as the "Servicing Standard".
A "Specially Serviced Mortgage Loan" is any Mortgage Loan as to which any
of the following events (each, a "Special Servicing Event") has occurred: (i)
the related borrower has failed to make when due any Balloon Payment, which
failure has continued unremedied for 30 days; (ii) the related borrower has
failed to make when due any Monthly Payment (other than a Balloon Payment) or
any other payment required under the related Mortgage Note or the related
Mortgage(s), which failure continues unremedied for 60 days; (iii) the Servicer
has determined in its good faith and reasonable judgment, that a default in the
making of a Monthly Payment or any other payment required under the related
Mortgage Note or the related Mortgage(s) is likely to occur within 30 days and
is likely to remain unremedied for at least 60 days or, in the case of a
Balloon Payment, for at least 30 days; (iv) there shall have occurred a default
under the related loan documents, other than as described in clause (i) or (ii)
above, that materially impairs the value of the related Mortgaged Property as
security for the Mortgage Loan or otherwise materially and adversely affects
the interests of Certificateholders, which default has continued unremedied for
the applicable grace period under the terms of the Mortgage Loan (or, if no
grace period is specified, 60 days); (v) a decree or order of a court or agency
or supervisory authority having jurisdiction in the premises in an involuntary
case under any present or future federal or state bankruptcy, insolvency or
similar law 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, shall
have been entered against the related borrower and such decree or order shall
have remained in force undischarged or unstayed for a period of 60 days; (vi)
the related borrower shall have consented 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
borrower or of or relating to all or substantially all of its property; (vii)
the related borrower shall have admitted in writing its inability to pay its
debts generally as they become due, filed a petition to take advantage of any
applicable insolvency or reorganization statute, made an assignment for the
benefit of its creditors, or voluntarily suspended payment of its obligations;
and (viii) the Servicer shall have received notice of the commencement of
foreclosure or similar proceedings with respect to the related Mortgaged
Property or Properties.
A Mortgage Loan will cease to be a Specially Serviced Mortgage Loan (and
will become a "Corrected Mortgage Loan") at such time as such of the following
as are applicable occur with respect to the circumstances identified above that
caused the Mortgage Loan to be characterized as a Specially Serviced Mortgage
Loan (and provided that no other Special Servicing Event then exists):
(a) with respect to the circumstances described in clauses (i) and (ii)
of the preceding paragraph, the related borrower has made three consecutive
full and timely Monthly Payments
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under the terms of such Mortgage Loan (as such terms may be changed or
modified in connection with a bankruptcy or similar proceeding involving
the related borrower or by reason of a modification, waiver or amendment
granted or agreed to by the Servicer);
(b) with respect to the circumstances described in clauses (iii), (v),
(vi) and (vii) of the preceding paragraph, such circumstances cease to
exist in the good faith and reasonable judgment of the Servicer;
(c) with respect to the circumstances described in clause (iv) of the
preceding paragraph, such default is cured; and
(d) with respect to the circumstances described in clause (viii) of the
preceding paragraph, such proceedings are terminated.
The Servicer will be required to service and administer the respective
groups of related Cross- Collateralized Mortgage Loans as a single Mortgage
Loan as and when it deems necessary and appropriate, consistent with the
Servicing Standard. If any Cross-Collateralized Mortgage Loan becomes a
Specially Serviced Mortgage Loan, then each other Mortgage Loan that is
cross-collateralized with it shall also become a Specially Serviced Mortgage
Loan. Similarly, no Cross-Collateralized Mortgage Loan shall subsequently
become a Corrected Mortgage Loan, unless and until all Special Servicing Events
in respect of each other Mortgage Loan that is cross-collateralized with it are
remediated or otherwise addressed as contemplated above.
Set forth below, following the subsection captioned "--The Servicer" is a
description of certain pertinent provisions of the Pooling and Servicing
Agreement relating to the servicing of the Mortgage Loans. Reference is also
made to the Prospectus, in particular to the section captioned "The Pooling and
Servicing Agreements" for important additional information regarding the terms
and conditions of the Pooling and Servicing Agreement as they relate to the
rights and obligations of the Servicer thereunder. The Servicer constitutes a
"Master Servicer" and a "Special Servicer" for purposes of the Prospectus.
However, information set forth in the Prospectus should be read taking account
of all supplemental information contained herein.
THE SERVICER
GMACCM will be the Servicer with respect to the Mortgage Asset Pool. As of
December 31, 1998, the Servicer had a total commercial and multifamily mortgage
loan servicing portfolio of approximately $52 billion. See "Description of the
Mortgage Asset Pool--The Mortgage Loan Seller" herein and "GMAC Commercial
Mortgage Corporation" in the Prospectus.
TERMINATION OF THE SERVICER WITH RESPECT TO SPECIALLY SERVICED MORTGAGE LOANS
AND REO PROPERTIES
The holder or holders of Certificates entitled to more than 50% of the
voting rights allocated to the Controlling Class (as defined below) may at any
time terminate substantially all of the rights and duties of the Servicer in
respect of Specially Serviced Mortgage Loans and REO Properties and appoint a
replacement (a "Replacement Special Servicer") to perform such duties under
substantially the same terms and conditions as applicable to the Servicer. Such
holder(s) shall designate a replacement to so serve by the delivery to the
Trustee of a written notice stating such designation. The Trustee shall,
promptly after receiving any such notice, so notify the Rating Agencies and the
Servicer. The designated replacement shall become the Replacement Special
Servicer as of the date the Trustee shall have received: (i) written
confirmation from each Rating Agency stating that if the designated replacement
were to serve as Replacement Special Servicer under the Pooling and Servicing
Agreement, none of the then-current ratings of the outstanding Classes of the
Certificates would be qualified, downgraded or withdrawn as a result thereof;
(ii) a written acceptance of all obligations of a Replacement Special Servicer,
executed by the designated replacement; and (iii) an opinion of counsel to the
effect that the designation of such replacement to serve as Replacement Special
Servicer is in compliance with the Pooling and Servicing Agreement, that the
designated replacement will be bound by the terms of the Pooling and Servicing
Agreement and that the Pooling and Servicing Agreement will be enforceable
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against such designated replacement in accordance with its terms, except as
such enforcement may be limited by bankruptcy, insolvency, reorganization,
receivership, moratorium or other laws relating to or affecting the rights of
creditors generally and by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law). The
Servicer shall be deemed to have resigned from its duties in respect of
Specially Serviced Mortgage Loans and REO Properties simultaneously with such
designated replacement's becoming the Replacement Special Servicer under the
Pooling and Servicing Agreement. Any Replacement Special Servicer may be
similarly so replaced by the holder or holders of Certificates entitled to more
than 50% of the voting rights allocated to the Controlling Class.
In general, a Replacement Special Servicer will possess rights and
obligations comparable to those of a Master Servicer described in the
Prospectus under "The Pooling and Servicing Agreements--Sub- Servicers,"
"--Evidence as to Compliance" and "--Certain Matters Regarding the Master
Servicer and the Depositor." In addition, a Replacement Special Servicer will
be responsible for performing the servicing and other administrative duties
attributable to the Servicer herein or a Master Servicer under "The Pooling and
Servicing Agreements" (and, in particular, under the subsection thereof
captioned "--Realization Upon Defaulted Mortgage Loans") in the Prospectus,
insofar as such duties relate to Specially Serviced Mortgage Loans and REO
Properties. Notwithstanding any appointment of a Replacement Special Servicer,
however, the Servicer shall continue to collect information and prepare all
reports to the Trustee and to pay the fee of the Trustee based on the trustee
fee rate provided in the Pooling and Servicing Agreement with respect to any
Specially Serviced Mortgage Loans and REO Properties, and further to render
incidental services with respect to any Specially Serviced Mortgage Loans and
REO Properties as are specifically provided for in the Pooling and Servicing
Agreement. Unless the same person acts in both capacities, the Servicer and the
Replacement Special Servicer shall not have any responsibility for the
performance of each other's duties under the Pooling and Servicing Agreement.
The "Controlling Class" will be the most subordinate Class of Principal
Balance Certificates (as defined herein) outstanding (the Class A-1 and Class
A-2 Certificates being treated as a single Class for this purpose) that has a
Certificate Balance at least equal to 25% of its Initial Certificate Balance
(or, if no Class of Principal Balance Certificates has a Certificate Balance at
least equal to 25% of its initial Certificate Balance, then the "Controlling
Class" will be the Class of Principal Balance Certificates with the largest
Certificate Balance then outstanding, provided that if two or more Classes of
Principal Balance Certificates have the largest Certificate Balance, the most
subordinate Class will be the "Controlling Class"). Initially the Controlling
Class will consist of the Class K Certificates. It is anticipated that the
Servicer or an affiliate will acquire certain Subordinate Certificates,
including the Class K Certificates.
SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES
The principal compensation to be paid to the Servicer in respect of its
servicing activities generally will be the Servicing Fee, the Special Servicing
Fee, the Workout Fee and the Liquidation Fee. The "Servicing Fee" will be a fee
payable monthly on a loan-by-loan basis from amounts received or advanced in
respect of interest on each Mortgage Loan (including Specially Serviced
Mortgage Loans and Mortgage Loans as to which the related Mortgaged Property
has become an REO Property), will accrue at a percentage rate per annum set
forth in Annex A for each Mortgage Loan (the "Servicing Fee Rate"), and will be
computed on the same basis and the same principal amount as any related
interest payment due or deemed due on the related Mortgage Loan is computed.
The "Special Servicing Fee" will accrue solely with respect to each Specially
Serviced Mortgage Loan and each Mortgage Loan as to which the related Mortgaged
Property has become an REO Property, at a rate equal to 0.25% per annum, on the
same basis and the same principal amount as any related interest payment due or
deemed due on such Mortgage Loan is computed, and will be payable monthly from
general collections on the Mortgage Loans then on deposit in the Certificate
Account. A "Workout Fee" will in general be payable with respect to each
Corrected Mortgage Loan. As to each Corrected Mortgage Loan, the Workout Fee
will be payable out of, and will be calculated by application of a "Workout Fee
Rate" of 1.0% to, each collection of interest and principal (including
scheduled payments, prepayments, Balloon
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Payments and payments at maturity) received on such Mortgage Loan for so long
as it remains a Corrected Mortgage Loan. The Workout Fee with respect to any
Corrected Mortgage Loan will cease to be payable if such loan again becomes a
Specially Serviced Mortgage Loan or if the related Mortgaged Property becomes
an REO Property; provided that a new Workout Fee will become payable if and
when such Mortgage Loan again becomes a Corrected Mortgage Loan. If the
Servicer is terminated (other than for cause) or resigns with respect to any or
all of its servicing duties, 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 had responsibility for servicing
Specially Serviced Mortgage Loans and that were still Corrected Mortgage Loans
at the time of such termination or resignation (and the successor Servicer or
Replacement Special Servicer shall not be entitled to any portion of such
Workout Fees), in each case until the Workout Fee for any such loan ceases to
be payable in accordance with the preceding sentence. A "Liquidation Fee" will
be payable with respect to each Specially Serviced Mortgage Loan as to which
the Servicer obtains a full or discounted payoff from the related borrower and,
except as otherwise described below, with respect to any Specially Serviced
Mortgage Loan or REO Property as to which the Servicer receives any Liquidation
Proceeds. As to each such Specially Serviced Mortgage Loan and REO Property,
the Liquidation Fee will be payable from, and will be calculated by application
of a "Liquidation Fee Rate" of 1.0% to, the related payment or proceeds.
Notwithstanding anything to the contrary described above, no Liquidation Fee
will be payable based on, or out of, Liquidation Proceeds received in
connection with the purchase of any Specially Serviced Mortgage Loan or REO
Property by the Servicer, a Replacement Special Servicer or any holder of
Certificates evidencing a majority interest in the Controlling Class or the
purchase of all of the Mortgage Loans and REO Properties by the Servicer or the
Depositor in connection with the termination of the Trust Fund. If, however,
Liquidation Proceeds are received with respect to any Corrected Mortgage Loan
and the 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.
As additional servicing compensation, the Servicer will be entitled to
retain all assumption and modification fees, late payment charges, charges for
beneficiary statements or demands, amounts collected for checks returned for
insufficient funds, and any similar or ancillary fees, in each case to the
extent actually paid by a borrower with respect to a Mortgage Loan. The
Servicer will also be entitled to: (a) Prepayment Interest Excesses and Balloon
Payment Interest Excesses (each described below) collected on the Mortgage
Loans; and (b) any default interest actually collected on the Mortgage Loans,
but only to the extent that such default interest is not allocable to cover
interest on any Advances (as defined below) made in respect of the related
Mortgage Loan. In addition, the Servicer will be authorized to invest or direct
the investment of funds held in any and all accounts maintained by it that
constitute part of the Certificate Account, the Interest Reserve Account and
the REO Account, if established (and any Replacement Special Servicer will be
authorized to invest or direct the investment of funds held in the REO Account,
if established), and the Servicer and Replacement Special Servicer,
respectively, will be entitled to retain any interest or other income earned on
such funds, but will be required to cover any losses from its own funds without
any right to reimbursement. The Servicer and Replacement Special Servicer will
have such rights and obligations irrespective of whether the Servicer or
Replacement Special Servicer, as applicable, actually directs the investment of
such funds.
If a Replacement Special Servicer is appointed, then as compensation for
performing its duties in respect of the Specially Serviced Mortgage Loans and
REO Properties, such Replacement Special Servicer will be entitled to receive
all Special Servicing Fees, Liquidation Fees and, except as otherwise described
above, Workout Fees otherwise payable to the Servicer for performing such
duties. A Replacement Special Servicer will also become (and the Servicer will
also cease to be) entitled to any default interest actually collected on the
Mortgage Loans, but only to the extent that (i) such default interest is not
allocable to cover interest on any Advances made in respect of the related
Mortgage Loan and (ii) such default interest is allocable to the period that
the related Mortgage Loan constituted a Specially Serviced Mortgage Loan.
In general, if a borrower voluntarily prepays a Mortgage Loan, in whole or
in part, after the Due Date in any Collection Period, the amount of interest
(net of related Servicing Fees and, if applicable, Excess
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Interest) accrued on such prepayment from such Due Date to, but not including,
the date of prepayment (or any later date through which interest accrues) will,
to the extent actually collected, constitute a "Prepayment Interest Excess." In
general, conversely, if a borrower prepays a Mortgage Loan, in whole or in
part, prior to the Due Date in any Collection Period and does not pay interest
on such prepayment through such Due Date, then the shortfall in a full month's
interest (net of related Servicing Fees and, if applicable, Excess Interest) on
such prepayment will constitute a "Prepayment Interest Shortfall." Similarly,
if the Due Date for any Balloon Payment occurs after the normal Due Date in any
Collection Period, the amount of interest (net of related Servicing Fees and,
if applicable, Excess Interest) accrued on the related Balloon Loan from such
normal Due Date to the maturity date will, to the extent actually collected in
connection with the payment of such Balloon Payment on or before the succeeding
Determination Date, constitute a "Balloon Payment Interest Excess." Conversely,
if the Due Date for any Balloon Payment occurs before the Due Date for Monthly
Payments in any Collection Period, the amount of interest (net of related
Servicing Fees and, if applicable, Excess Interest) that would have accrued on
the related Balloon Loan from the stated maturity date through such Due Date
will, to the extent not paid by the borrower, constitute a "Balloon Payment
Interest Shortfall." Prepayment Interest Excesses and Balloon Payment Interest
Excesses collected on the Mortgage Loans will be retained by the Servicer as
additional servicing compensation. If any Mortgage Loan with a Due Date after
the Determination Date in any month is prepaid in full or in part (including,
without limitation, an early Balloon Payment) during any Collection Period, and
such prepayment is applied to such Mortgage Loan prior to such Mortgage Loan's
Due Date in the next succeeding Collection Period, the amount of interest that
would have accrued at the related Net Mortgage Rate on the amount of such
prepayment from the date as of which such prepayment was received to but not
including the Due Date of such Mortgage Loan in the next succeeding Collection
Period, to the extent not collected from the related borrower (without regard
to any Prepayment Premium or Excess Interest that may have been collected) and
to the extent that any portion thereof does not represent a Balloon Payment
Interest Shortfall, will constitute an "Extraordinary Prepayment Interest
Shortfall." The Servicer will cover, out of its own funds, any Balloon Payment
Interest Shortfalls, Prepayment Interest Shortfalls and Extraordinary
Prepayment Interest Shortfalls incurred with respect to the Mortgage Loans
during any Collection Period; provided, however, that with respect to those
Mortgage Loans having Due Dates which fall on or before the Determination Date,
the Servicer will cover Prepayment Interest Shortfalls only to the extent of
its aggregate Servicing Fee for the same Collection Period calculated for all
Mortgage Loans at a rate equal to 0.02% (the "Master Servicing Fee Rate").
The Servicer and any Replacement Special Servicer will, in general, each
be required to pay its overhead and any general and administrative expenses
incurred by it in connection with its servicing activities under the Pooling
and Servicing Agreement, including the fees of any Sub-Servicers retained by
it, and will not be entitled to reimbursement therefor except as expressly
provided in the Pooling and Servicing Agreement. In general, customary,
reasonable and necessary "out of pocket" costs and expenses incurred by the
Servicer or a Replacement Special Servicer in connection with the servicing of
a Mortgage Loan after a default, delinquency or other unanticipated event or as
to which a default is imminent, or in connection with the administration of any
REO Property, will constitute "Servicing Advances" (Servicing Advances and P&I
Advances, collectively, "Advances") and, in all cases, will be reimbursable
from future payments and other collections, including in the form of
Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds, in any
event on or in respect of the related Mortgage Loan or REO Property ("Related
Proceeds"). Notwithstanding the foregoing, the Servicer and any Replacement
Special Servicer will each be permitted to pay, or to direct the payment of,
certain servicing expenses directly out of the Certificate Account or the REO
Account, as applicable, and at times without regard to the relationship between
the expense and the funds from which it is being paid (including in connection
with the remediation of any adverse environmental circumstance or condition at
a Mortgaged Property or an REO Property, although in such specific
circumstances the Servicer may advance the costs thereof). Furthermore, if any
Replacement Special Servicer is required under the Pooling and Servicing
Agreement to make any Servicing Advance but does not desire to do so, such
Replacement Special Servicer may, in its sole discretion, request that the
Servicer make such Advance, such request to be made in writing and in a timely
manner that does not adversely affect the interests of any
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Certificateholder. The Servicer will have an obligation to make any such
Servicing Advance (other than a Nonrecoverable Advance or an advance that would
be in violation of the Servicing Standard) requested by a Replacement Special
Servicer within ten (10) days of the Servicer's receipt of such request. A
Replacement Special Servicer will be relieved of any obligations with respect
to an Advance that it requests the Servicer to make (regardless of whether or
not the Servicer makes that Advance).
If the Servicer (or a Replacement Special Servicer) is required under the
Pooling and Servicing Agreement to make a Servicing Advance, but does not do so
within 15 days after such Servicing Advance is required to be made, then the
Trustee will, if it has actual knowledge of such failure, be required to make
such Servicing Advance.
The Servicer, any Replacement Special Servicer and the Trustee will be
obligated to make Servicing Advances only to the extent that such Servicing
Advances are, in the reasonable and good faith judgment of such party,
ultimately recoverable from Related Proceeds.
As and to the extent described herein, the Servicer, any Replacement
Special Servicer and the Trustee are each entitled to receive interest at the
Reimbursement Rate (as defined herein) on Servicing Advances made thereby. The
Servicing Fee includes the compensation of the Trustee which will be withdrawn
by the Trustee from the Distribution Account. See "The Pooling and Servicing
Agreements--Certificate Account" and "--Servicing Compensation and Payment of
Expenses" in the Prospectus and "Description of the Certificates--P&I Advances"
herein.
MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS
The Servicer may agree to any modification, waiver or amendment of any
term of, forgive interest on and principal of, capitalize interest on, permit
the release, addition or substitution of collateral securing, and/or permit the
release of the borrower on or any guarantor of any Mortgage Loan without the
consent of the Trustee or any Certificateholder, subject, however, to each of
the following limitations, conditions and restrictions:
(i) with limited exception, the Servicer may not agree to any
modification, waiver or amendment of any term of, or take any of the other
above referenced actions with respect to, any Mortgage Loan that would
affect the amount or timing of any related payment of principal, interest
or other amount payable thereunder or affect the obligation of the related
borrower to pay a Prepayment Premium or permit a principal prepayment
during the applicable Lockout Period or, in the Servicer's good faith and
reasonable judgment, would materially impair the security for such Mortgage
Loan or reduce the likelihood of timely payment of amounts due thereon,
unless, in the Servicer's judgment, a material default on such Mortgage
Loan has occurred or a default in respect of payment on such Mortgage Loan
is reasonably foreseeable, and such modification, waiver, amendment or
other action is reasonably likely to produce a greater recovery to
Certificateholders on a present value basis than would liquidation;
(ii) the Servicer may not extend the maturity of any Mortgage Loan beyond
the date that is two years prior to the Rated Final Distribution Date;
(iii) the Servicer will not make or permit any modification, waiver or
amendment of any term of, or take any of the other above referenced actions
with respect to, any Mortgage Loan that would (A) cause any of REMIC I,
REMIC II or REMIC III to fail to qualify as a REMIC under the Code or,
except as otherwise described under "--REO Properties" below, result in the
imposition of any tax on "prohibited transactions" or "contributions" after
the startup date of any such REMIC under the REMIC Provisions or (B) cause
any Mortgage Loan to cease to be a "qualified mortgage" within the meaning
of Section 860G(a)(3) of the Code (provided that the Servicer shall not be
liable for judgments as regards decisions made under this subsection which
were made in good faith and, unless it would constitute bad faith or
negligence to do so, the Servicer may rely on opinions of counsel in making
such decisions);
(iv) the Servicer will not permit any borrower to add or substitute any
collateral for an outstanding Mortgage Loan, which collateral constitutes
real property, unless the Servicer shall have
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first determined in its good faith and reasonable judgment, based upon a
Phase I environmental assessment (and such additional environmental testing
as the Servicer deems necessary and appropriate), that such additional or
substitute collateral is in compliance with applicable environmental laws
and regulations and that there are no circumstances or conditions present
with respect to such new collateral relating to the use, management or
disposal of any hazardous materials for which investigation, testing,
monitoring, containment, clean-up or remediation would be required under
any then applicable environmental laws and/or regulations; and
(v) with limited exceptions, the Servicer may not release any collateral
securing an outstanding Mortgage Loan;
provided that (x) the limitations, conditions and restrictions set forth in
clauses (i) through (v) above will not apply to any modification of any term of
any Mortgage Loan that is required under the terms of such Mortgage Loan in
effect on the Delivery Date or that is solely within the control of the related
borrower, and (y) notwithstanding clauses (i) through (v) above, the Servicer
will not be required to oppose the confirmation of a plan in any bankruptcy or
similar proceeding involving a borrower if in its reasonable and good faith
judgment such opposition would not ultimately prevent the confirmation of such
plan or one substantially similar.
ENFORCEMENT OF ARD LOANS
With respect to all ARD Loans, the Servicer and any Replacement Special
Servicer may not take any enforcement action with respect to the payment of
Excess Interest or principal in excess of the principal component of the
constant Monthly Payment, other than request for collection, until the maturity
date of the ARD Loan. The foregoing will not limit the Servicer's or
Replacement Special Servicer's obligation to direct the related borrower to
establish a Lockbox Account pursuant to the provisions of the Pooling and
Servicing Agreement. If a borrower elects not to repay the principal due and
outstanding on an ARD Loan on its Anticipated Repayment Date, the Servicer will
generally notify any such borrower that the Revised Rate for such Mortgage Loan
will not exceed the related initial Mortgage Rate plus 2.00%.
SALE OF DEFAULTED MORTGAGE LOANS
The Pooling and Servicing Agreement grants to the Servicer, any
Replacement Special Servicer and the holder or holders of Certificates
evidencing a majority interest in the Controlling Class a right to purchase
from the Trust Fund certain defaulted Mortgage Loans. If the Servicer has
determined, in its good faith and reasonable judgment, that any defaulted
Mortgage Loan will become the subject of a foreclosure, the Servicer will be
required to promptly so notify in writing the Trustee, and the Trustee will be
required, within 10 days after receipt of such notice, to notify the holders of
the Controlling Class. Any holder or holders of Certificates evidencing a
majority interest in the Controlling Class may, at its or their option,
purchase from the Trust Fund, at a price equal to the applicable Purchase
Price, any such defaulted Mortgage Loan. If such Certificateholders have not
purchased such defaulted Mortgage Loan within 15 days of their having received
notice in respect thereof, either the Servicer or any Replacement Special
Servicer may, at its option, purchase such defaulted Mortgage Loan from the
Trust Fund, at a price equal to the applicable Purchase Price.
The Servicer may offer to sell any such defaulted Mortgage Loan not
otherwise purchased as described in the prior paragraph, if and when the
Servicer determines, consistent with the Servicing Standard, that such a sale
would be in the best economic interests of the Trust Fund. Such offer is to be
made in a commercially reasonable manner for a period of not less than 10 days
or more than 90 days. Unless the Servicer determines that acceptance of any
offer would not be in the best economic interests of the Trust Fund, the
Servicer will accept the highest cash offer received from any person that
constitutes a fair price (which may be less than the Purchase Price) for such
Mortgage Loan; provided that none of the Servicer, any Replacement Special
Servicer, the Depositor, the holder of any Certificate or an affiliate of any
such party may purchase such Mortgage Loan for less than the Purchase Price
unless it is the highest bid received and at least two other offers are
received from independent third parties. See also "The Pooling and Servicing
Agreements--Realization Upon Defaulted Mortgage Loans" in the Prospectus.
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REO PROPERTIES
In general, the Servicer will be obligated to (or may contract with a
third party to) operate and manage any Mortgaged Property acquired as REO
Property in a manner that would, in its good faith and reasonable judgment and
to the extent commercially feasible, maximize the Trust Fund's net after-tax
proceeds from such property. After the Servicer reviews the operation of such
property and consults with the Trustee to determine the Trust Fund's federal
income tax reporting position with respect to income it is anticipated that the
Trust Fund would derive from such property, the Servicer could determine that
it would not be commercially feasible to manage and operate such property in a
manner that would avoid the imposition of a tax on "net income from foreclosure
property" within the meaning of the REMIC Provisions or a tax on "prohibited
transactions" under Section 860F of the Code (either such tax referred to
herein as an "REO Tax"). To the extent that income the Trust Fund receives from
an REO Property is subject to a tax on (i) "net income from foreclosure
property," such income would be subject to federal tax at the highest marginal
corporate tax rate and (ii) "prohibited transactions," such income would be
subject to federal tax at a 100% rate. The determination as to whether income
from an REO Property would be subject to an REO Tax will depend on the specific
facts and circumstances relating to the management and operation of each REO
Property. Generally, income from an REO Property that is directly operated by
the Servicer would be apportioned and classified as "service" or "non-service"
income. The "service" portion of such income could be subject to federal tax
either at the highest marginal corporate tax rate or at the 100% rate on
"prohibited transactions," and the "non-service" portion of such income could
be subject to federal tax at the highest marginal corporate tax rate or,
although it appears unlikely, at the 100% rate applicable to "prohibited
transactions." Any REO Tax imposed on the Trust Fund's income from an REO
Property would reduce the amount available for distribution to
Certificateholders. Certificateholders are advised to consult their tax
advisors regarding the possible imposition of REO Taxes in connection with the
operation of commercial REO Properties by REMICs. The Servicer will be required
to sell any REO Property acquired on behalf of the Trust Fund within the time
period and in the manner described under "The Pooling and Servicing
Agreements--Realization Upon Defaulted Mortgage Loans" in the Prospectus.
The Servicer, or, if appointed, the Replacement Special Servicer, shall
establish and maintain one or more eligible accounts (the "REO Account"), to be
held on behalf of the Trustee in trust for the benefit of the
Certificateholders, for the retention of revenues, Liquidation Proceeds (net of
related liquidation expenses) and Insurance Proceeds derived from each REO
Property. The Servicer or Replacement Special Servicer, as applicable, shall
use the funds in the REO Account to pay for the proper operation, management,
maintenance, disposition and liquidation of any REO Property, but only to the
extent of amounts on deposit in the REO Account relate to such REO Property. To
the extent that amounts in the REO Account in respect of any REO Property are
insufficient to make such payments, such Servicer or Replacement Special
Servicer shall make a Servicing Advance, unless it determines such Servicing
Advance would be nonrecoverable. Within one Business Day following the end of
each Collection Period, the Servicer or Replacement Special Servicer shall
deposit all amounts collected or received in respect of each REO Property
during such Collection Period, net of any amounts withdrawn to make any
permitted disbursements, to the Certificate Account, provided that the Servicer
and the Replacement Special Servicer may retain in the REO Account permitted
reserves.
INSPECTIONS; COLLECTION OF OPERATING INFORMATION
The Servicer is required to (or may contract with a third party to)
perform physical inspections of each Mortgaged Property at least once every two
years (or, if the related Mortgage Loan has a then- current balance greater
than $2,000,000, at least once every year and, if the related Mortgage Loan is
a Credit Lease Loan, at least once every three years). In addition, the
Servicer, subject to statutory limitations or limitations set forth in the
related loan documents, is required to perform a physical inspection of each
Mortgaged Property as soon as practicable after the related Mortgage Loan
becomes a Specially Serviced Mortgage Loan. The Servicer will be required to
prepare or cause to be prepared a written report of each such inspection
performed thereby describing the condition of the Mortgaged Property. In the
event the published rating for any Tenant or Guarantor is downgraded by either
S&P or Fitch by one or more rating increments (e.g. AA to A) and no inspection
has been performed due to a
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ratings downgrade in the preceding twelve months for the related Mortgaged
Property, then in each such instance the Servicer will cause all Mortgaged
Properties leased to such Tenant to be inspected as soon as reasonably
practical.
With respect to each Mortgage Loan (other than any Credit Lease Loan) that
requires the borrower to deliver operating statements with respect to the
related Mortgaged Property, the Servicer is also required to make reasonable
efforts to collect and review such statements. However, there can be no
assurance that any operating statements required to be delivered will in fact
be delivered, nor is the Servicer likely to have any practical means of
compelling such delivery in the case of an otherwise performing Mortgage Loan.
DESCRIPTION OF THE CERTIFICATES
GENERAL
The Series 1999-C1 Certificates (the "Certificates") will be issued
pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), among the Depositor, the Servicer and the Trustee, and will
represent in the aggregate the entire beneficial ownership interest in the
Trust Fund consisting of: (i) the Mortgage Loans and all payments under and
proceeds of the Mortgage Loans received after the Cut-off Date for such
Mortgage Loan (exclusive of payments of principal and interest due on or before
the Cut-off Date for such Mortgage Loan); (ii) any Mortgaged Property acquired
on behalf of the Certificateholders through foreclosure, deed in lieu of
foreclosure or otherwise (upon acquisition, an "REO Property"); (iii) such
funds or assets as from time to time are deposited in the Certificate Account,
any REO Account and the Interest Reserve Account; (iv) the rights of the
mortgagee under all insurance policies with respect to the Mortgage Loans; and
(v) certain rights of the Depositor under the Mortgage Loan Purchase Agreement
relating to Mortgage Loan document delivery requirements and the
representations and warranties of the Mortgage Loan Seller regarding the
Mortgage Loans.
The Certificates will consist of fifteen (15) classes (each, a "Class") to
be designated as: (i) the Class X Certificates; (ii) the Class A-1 Certificates
and the Class A-2 Certificates (together, the "Class A Certificates" and
collectively with the Class X Certificates, the "Senior Certificates"); (iii)
the Class B Certificates, the Class C Certificates, the Class D Certificates,
the Class E Certificates, the Class F Certificates, the Class G Certificates,
the Class H Certificates, the Class J Certificates and the Class K Certificates
(collectively, the "Subordinate Certificates;" and collectively with the Senior
Certificates, the "REMIC Regular Certificates"); and (iv) the Class R-I
Certificates, the Class R-II Certificates and the Class R-III Certificates
(collectively, the "REMIC Residual Certificates").
Only the Senior Certificates and the Class B, Class C, Class D and Class E
Certificates (collectively, the "Offered Certificates") are offered hereby. The
Class F, Class G, Class H, Class J, Class K and REMIC Residual Certificates
have not been registered under the Securities Act of 1933 and are not offered
hereby.
The Offered Certificates will be issued in book-entry format in
denominations of: (i) in the case of the Class X Certificates, $1,000,000
notional principal amount and in any whole dollar denomination in excess
thereof; and (ii) in the case of the other Classes of Offered Certificates,
$25,000 actual principal amount and in any whole dollar denomination in excess
thereof.
Each Class of Offered Certificates will initially be represented by one or
more global Certificates registered in the name of the nominee of DTC. The
Depositor has been informed by DTC that DTC's nominee initially will be Cede &
Co. No Certificate Owner will be entitled to receive a Definitive Certificate
representing its interest in a Class of Offered Certificates, except as set
forth below under "--Book-Entry Registration of the Offered
Certificates--Definitive Certificates." Unless and until Definitive
Certificates are issued in respect of any Class of Offered Certificates, all
references to actions by holders of the Offered Certificates will refer to
actions taken by DTC upon instructions received from the related Certificate
Owners through its Participants, and all references herein to payments,
notices, reports and statements to holders of the Offered Certificates will
refer to payments, notices, reports and statements
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to DTC or Cede & Co., as the registered holder of the Offered Certificates, for
distribution to the related Certificate Owners through its Participants in
accordance with DTC procedures. Until Definitive Certificates are issued in
respect of any Class of Offered Certificates, interests in such Certificates
will be transferred on the book-entry records of DTC and its Participants. The
Certificate Owners may elect to hold their Certificates through DTC, in the
United States, or Cedelbank or Euroclear, in Europe, through participants in
such systems, or indirectly through organizations which are participants in
such systems. See "Description of the Certificates--Book-Entry Registration and
Definitive Certificates" in the Prospectus.
BOOK-ENTRY REGISTRATION OF THE OFFERED CERTIFICATES
General. Certificate Owners that are not Direct or Indirect Participants
but desire to purchase, sell or otherwise transfer ownership of, or other
interests in, the Offered Certificates may do so only through Direct and
Indirect Participants. In addition, Certificate Owners will receive all
payments on their Offered Certificates from the Trustee through DTC and its
Direct and Indirect Participants. Accordingly, Certificate Owners may
experience delays in their receipt of payments. Unless and until Definitive
Certificates are issued in respect of any Class thereof, the only registered
Certificateholder of the Offered Certificates will be Cede & Co., as nominee of
DTC. Certificate Owners will not be recognized by the Trustee or the Servicer
as Certificateholders; and, except under the limited circumstances described
herein, Certificate Owners will be permitted to receive information furnished
to Certificateholders and to exercise the rights of Certificateholders only
indirectly through DTC and its Direct and Indirect Participants.
Under the rules, regulations and procedures regarding DTC and its
operations (the "Rules"), DTC is required to make book-entry transfers of the
Offered Certificates among Participants and to receive and transmit payments on
the Offered Certificates. Direct and Indirect Participants with which
Certificate Owners have accounts with respect to the Offered Certificates
similarly are required to make book-entry transfers and receive and transmit
such payments on behalf of their respective Certificate Owners. Accordingly,
although Certificate Owners will not possess physical certificates evidencing
their interests in the Offered Certificates, the Rules provide a mechanism by
which Certificate Owners, through their Direct and Indirect Participants, will
receive payments and will be able to transfer their interests in the Offered
Certificates.
None of the Depositor, the Servicer, the Trustee or the Mortgage Loan
Seller will have any liability for any actions taken by DTC or its nominee,
including, without limitation, actions for any aspect of the records relating
to or payments made on account of beneficial ownership interests in the Offered
Certificates held by Cede & Co., as nominee for DTC, or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interest.
Euroclear and Cedelbank. The Offered Certificates will be initially issued
to investors through the book-entry facilities of DTC, or Cedelbank
("Cedelbank") or the Euroclear System ("Euroclear") in Europe if such investors
are participants of such systems, or indirectly through organizations which are
participants in such systems. As to any such class of Offered Certificates, the
record holder of such Certificates will be DTC's nominee. Cedelbank and
Euroclear will hold omnibus positions on behalf of their participants through
customers' securities accounts in Cedelbank's and Euroclear's names on the
books of their respective depositories (the "Depositories"), which in turn will
hold such positions in customers' securities accounts in Depositories' names on
the books of DTC.
Because of time zone differences, the securities account of a Cedelbank or
Euroclear Participant (each as defined below) as a result of a transaction with
a Participant (other than a depositary holding on behalf of Cedelbank or
Euroclear) will be credited during the securities settlement processing day
(which must be a business day for Cedelbank or Euroclear, as the case may be)
immediately following the DTC settlement date. Such credits or any transactions
in such securities settled during such processing will be reported to the
relevant Euroclear Participant or Cedelbank Participant on such business day.
Cash received in Cedelbank or Euroclear as a result of sales of securities by
or through a Cedelbank Participant or Euroclear Participant to a DTC
Participant (other than the depository for Cedelbank or Euroclear) will be
received with value on the DTC settlement date, but will be available in the
relevant Cedelbank or Euroclear cash account only as of the business day
following settlement in DTC.
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Transfers between Participants will occur in accordance with DTC rules.
Transfers between Cedelbank Participants or Euroclear Participants will occur
in accordance with their respective rules and operating procedures.
Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Cedelbank
Participants or Euroclear Participants, on the other, will be effected in DTC
in accordance with DTC rules on behalf of the relevant European international
clearing system by the relevant Depositories; however, such cross-market
transactions will require delivery of instructions to the relevant European
international clearing system by the counterparty in such system in accordance
with its rules and procedures and within its established deadlines (European
time). The relevant European international clearing system will, if the
transaction meets its settlement requirements, deliver instructions to its
Depository to take action to effect final settlement on its behalf by
delivering or receiving securities in DTC, and making or receiving payment in
accordance with normal procedures for same day funds settlement applicable to
DTC. Cedelbank Participants or Euroclear Participants may not deliver
instructions directly to the Depositories.
Cedelbank, as a professional depository, holds securities for its
participating organizations ("Cedelbank Participants") and facilitates the
clearance and settlement of securities transactions between Cedelbank
Participants through electronic book-entry changes in accounts of Cedelbank
Participants, thereby eliminating the need for physical movement of
certificates. As a professional depository, Cedelbank is subject to regulation
by the Luxembourg Monetary Institute.
Euroclear was created to hold securities for participants of Euroclear
("Euroclear Participants") and to clear and settle transactions between
Euroclear Participants through simultaneous electronic book-entry delivery
against payment, thereby eliminating the need for physical movement of
certificates and any risk from lack of simultaneous transfers of securities and
cash. Euroclear is operated by the Brussels, Belgium office of Morgan Guaranty
Trust Company of New York (the "Euroclear Operator"), under contract with
Euroclear Clearance Systems S.C., a Belgian co-operative corporation (the
"Clearance Cooperative"). All operations are conducted by the Euroclear
Operator, and all Euroclear securities clearance accounts and Euroclear cash
accounts are accounts with the Euroclear Operator, not the Clearance
Cooperative. The Clearance Cooperative establishes policies for Euroclear on
behalf of Euroclear's Participants. The Euroclear Operator is the Belgian
branch of a New York banking corporation which is a member bank of the Federal
Reserve System. As such, it is regulated and examined by the Board of Governors
of the Federal Reserve System and the New York State Banking Department, as
well as the Belgian Banking Commission. Securities clearance accounts and cash
accounts with the Euroclear Operator are governed by the Terms and Conditions
Governing Use of Euroclear and the related Operating Procedures of the
Euroclear System and applicable Belgian law (collectively, the "Terms and
Conditions"). The Terms and Conditions govern transfers of securities and cash
within Euroclear, withdrawals of securities and cash from Euroclear, and
receipts of payments with respect to securities in Euroclear. All securities in
Euroclear are held on a fungible basis without attribution of specific
certificates to specific securities clearance accounts.
Distributions in respect of the Offered Certificates will be forwarded by
the Trustee to DTC, and DTC will be responsible for forwarding such payments to
Participants, each of which will be responsible for disbursing such payments to
the Certificate Owners it represents or, if applicable, to Indirect
Participants. Accordingly, Certificate Owners may experience delays in the
receipt of payments in respect of their Certificates. Under DTC's procedures,
DTC will take actions permitted to be taken by holders of any Class of Offered
Certificates under the Pooling and Servicing Agreement only at the direction of
one or more Participants to whose account such Offered Certificates are
credited and whose aggregate holdings represent no less than any minimum amount
of Percentage Interests or voting rights required therefor. DTC may take
conflicting actions with respect to any action of Certificateholders of any
Class to the extent that Participants authorize such actions. None of the
Depositor, the Trustee or any of their respective affiliates will have any
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in the Offered Certificates or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
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Certificate Owners will not be recognized by the Trustee or Servicer as
Certificateholders, as such term is used in the Pooling and Servicing
Agreement; provided, however, that Certificate Owners will be permitted to
request and receive information furnished to Certificateholders by the Trustee
subject to receipt by the Trustee of a certification in form and substance
acceptable to the Trustee stating that the person requesting such information
is a Certificate Owner. Otherwise, the Certificate Owners will be permitted to
receive information furnished to Certificateholders and to exercise the rights
of Certificateholders only indirectly through DTC, its Participants and
Indirect Participants.
Although DTC, Cedelbank and Euroclear have agreed to the foregoing
procedures in order to facilitate transfers of the Offered Certificates among
Participants of DTC, Cedelbank and Euroclear, they are under no obligation to
perform or continue to perform such procedures and such procedures may be
discontinued at any time. See Annex D hereto.
Year 2000. DTC has informed its participants and other members of the
financial community that it has developed and is implementing a program to deal
with the "Year 2000 problem" so that its systems, as the same relate to the
timely payment of distributions (including principal and income payments) to
securityholders, book-entry deliveries, and settlement of trades within DTC,
continue to function appropriately.
Definitive Certificates. Definitive Certificates will be issued to
Certificate Owners or their nominees, respectively, rather than to DTC or its
nominee, only under the limited conditions set forth in the Prospectus under
"Description of the Certificates--Book-Entry Registration and Definitive
Certificates."
Upon the occurrence of an event described in the Prospectus in the last
paragraph under "Description of the Certificates--Book-Entry Registration and
Definitive Certificates," the Trustee is required to notify, through DTC,
Direct Participants who have ownership of Offered Certificates as indicated on
the records of DTC, of the availability of Definitive Certificates with respect
thereto. Upon surrender by DTC of the physical certificates registered in the
name of its nominee and representing the Offered Certificates and upon receipt
of instructions from DTC for re-registration, the Trustee will reissue the
respective Classes of Offered Certificates as Definitive Certificates issued in
the respective principal or notional amounts owned by individual Certificate
Owners of each such Class, and thereafter the Trustee and the Servicer will
recognize the holders of such Definitive Certificates as Certificateholders.
For additional information regarding DTC and Certificates maintained on
the book-entry records thereof, see "Description of the
Certificates--Book-Entry Registration and Definitive Certificates" in the
Prospectus.
CERTIFICATE BALANCES AND NOTIONAL AMOUNTS
Upon initial issuance, the respective Classes of Certificates with
Certificate Balances (the "Principal Balance Certificates") will have the
following Certificate Balances (in each case, subject to a variance of plus or
minus 5%):
<TABLE>
<CAPTION>
APPROXIMATE APPROXIMATE
INITIAL CERTIFICATE PERCENT OF INITIAL POOL PERCENT OF CREDIT
CLASS BALANCE BALANCE SUPPORT
- ---------------------- --------------------- ------------------------- ------------------
<S> <C> <C> <C>
Class A-1 ......... $240,000,000 17.99% 31.00%
Class A-2 ......... $680,686,000 51.01% 31.00%
Class B ........... $ 66,716,000 5.00% 26.00%
Class C ........... $ 66,717,000 5.00% 21.00%
Class D ........... $ 86,731,000 6.50% 14.50%
Class E ........... $ 20,015,000 1.50% 13.00%
Class F ........... $ 83,396,000 6.25% 6.75%
Class G ........... $ 13,343,000 1.00% 5.75%
Class H ........... $ 26,686,000 2.00% 3.75%
Class J ........... $ 20,015,000 1.50% 2.25%
Class K ........... $ 30,023,273 2.25% 0.00%
</TABLE>
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On each Distribution Date (as defined herein), the Certificate Balance of
each Class of Principal Balance Certificates will be reduced by any
distributions of principal actually made on such Class of Certificates on such
Distribution Date, and will be further reduced by any Realized Losses and
Additional Trust Fund Expenses deemed allocated to such Class of Certificates
on such Distribution Date. See "--Distributions" and "--Subordination;
Allocation of Realized Losses and Certain Expenses" below.
The Class X Certificates will not have a Certificate Balance. The Class X
Certificates will represent the right to receive distributions of interest
accrued as described herein on a Notional Amount equal to the aggregate
Certificate Balance of the Principal Balance Certificates outstanding from time
to time. The Class X Certificates will have an initial Notional Amount of
$1,334,328,273 (subject to a variance of plus or minus 5%). The Class X
Certificates consist of eleven components each corresponding to a different
Class of Principal Balance Certificates (the "Class X Components"). No Class of
REMIC Residual Certificates will have a Certificate Balance.
PASS-THROUGH RATES
The rate per annum at which any Class of Certificates accrues interest
from time to time is herein referred to as its "Pass-Through Rate."
The Pass-Through Rate applicable to the Class A-1 Certificates will be
fixed and, at all times, will be equal to the Pass-Through Rate specified for
such Class on the cover page hereof. The Pass-Through Rate applicable to the
Class A-2, Class B and Class C Certificates for any Distribution Date will be
equal to the lesser of the specified fixed rate shown on the cover page hereof
and the Weighted Average Net Mortgage Rate with respect to such Distribution
Date. The Pass-Through Rates applicable to the Class D and Class E Certificates
for any Distribution Date will be equal to the Weighted Average Net Mortgage
Rate with respect to such Distribution Date. The Pass-Through Rate applicable
to the Class X Certificates for the initial Distribution Date will equal
approximately 0.690% per annum. The Pass-Through Rate applicable to the Class X
Certificates for any Distribution Date will be variable and will be equal to
the weighted average (by Certificate Balance of the corresponding Class of
Principal Balance Certificates) of the Pass-Through Rates then applicable to
each Class X Component. The Pass-Through Rate in respect of each Class X
Component for any Distribution Date will equal the excess, if any, of the
Weighted Average Net Mortgage Rate for such Distribution Date over the
Pass-Through Rate for such Distribution Date applicable to the related Class of
Principal Balance Certificates. The Pass-Through Rate for any Class X Component
relating to a Class of Principal Balance Certificates having a Pass-Through
Rate equal to the Weighted Average Net Mortgage Rate will be zero. The
Pass-Through Rates applicable to the Class F, Class G, Class H, Class J and
Class K Certificates for any Distribution Date will be equal to the lesser of a
specified fixed rate and the Weighted Average Net Mortgage Rate with respect to
such Distribution Date. No Class of REMIC Residual Certificates will have a
specified Pass-Through Rate.
The "Weighted Average Net Mortgage Rate" for each Distribution Date is the
weighted average of the Net Mortgage Rates for the Mortgage Loans as of the
commencement of the related Collection Period, weighted on the basis of their
respective Stated Principal Balances outstanding immediately prior to such
Distribution Date.
The "Net Mortgage Rate" with respect to any Mortgage Loan is, in general,
a per annum rate equal to the related Mortgage Rate in effect from time to
time, minus the Servicing Fee Rate. However, for purposes of calculating
Pass-Through Rates, the Net Mortgage Rate for any Mortgage Loan shall 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 related borrower or
the application of the Revised Rate to any ARD Loan. In addition, if any
Mortgage Loan does not accrue interest on the basis of a 360-day year
consisting of twelve 30-day months (which is the basis on which interest
accrues in respect of the REMIC Regular Certificates), then, for purposes of
calculating Pass-Through Rates, the Net Mortgage Rate of such Mortgage Loan for
any one-month period preceding a related Due Date will be equal to (x) the
annualized rate at which interest would have to accrue in respect of such 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 in respect of such
loan
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during such one-month period at the related Mortgage Rate, minus (y) the
related Servicing Fee Rate; provided, however, that with respect to each
Interest Reserve Loan (as defined herein), (i) the Net Mortgage Rate for the
one-month period preceding the Due Dates in (a) January and February in each
year that is not a leap year or (b) February only in each year that is a leap
year will be determined net of the Withheld Amounts and (ii) the Net Mortgage
Rate for the one-month period preceding the Due Date in March will be
determined after taking into account the addition of the Withheld Amounts with
respect to each such Mortgage Loan. See "Servicing of the Mortgage
Loans--Servicing and Other Compensation and Payment of Expenses" and
"--Modifications, Waivers, Amendments and Consents" herein.
The "Stated Principal Balance" of each Mortgage Loan will generally equal
the Cut-off Date Balance thereof (or in the case of a Replacement Mortgage
Loan, the outstanding principal balance as of the related date of
substitution), reduced (to not less than zero) on each Distribution Date by (i)
any payments or other collections (or advances in lieu thereof) of principal of
such Mortgage Loan that have been or, if they had not been applied to cover
Additional Trust Fund Expenses, would have been distributed on the Certificates
on such date, and (ii) the principal portion of any Realized Loss incurred in
respect of or allocable to such Mortgage Loan during the related Collection
Period.
The "Collection Period" for each Distribution Date is the period that
begins immediately following the Determination Date in the calendar month
preceding the month in which such Distribution Date occurs (or, in the case of
the initial Distribution Date, immediately following, in the case of any
Mortgage Loan, the related Cut-off Date) and ends on the Determination Date in
the calendar month in which such Distribution Date occurs. The "Determination
Date" will be the 5th day of each month or, if any such 5th day is not a
business day, the immediately succeeding business day.
DISTRIBUTIONS
General. Distributions on or with respect to the Certificates will be made
by the Trustee, to the extent of available funds, on the 15th day of each
month, or if any such 15th day is not a business day, then on the next business
day, commencing in March 1999 (each, a "Distribution Date"). Except as
otherwise described below, all such distributions will be made to the persons
in whose names the Certificates are registered at the close of business on the
last business day of the preceding month (the "Record Date") and, as to each
such person, will be made by wire transfer in immediately available funds to
the account specified by the Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder will have provided
the Trustee with wiring instructions no less than five business days prior to
the related Record Date, or otherwise by check mailed to such
Certificateholder. The final distribution on any Certificate (determined
without regard to any possible future reimbursement of any Realized Losses or
Additional Trust Fund Expense (each as defined herein) previously allocated to
such Certificate) will be made in like manner, but only upon presentation and
surrender of such Certificate at the location that will be specified in a
notice of the pendency of such final distribution. Any distribution that is to
be made with respect to a Certificate in reimbursement of a Realized Loss or
Additional Trust Fund Expense previously allocated thereto, which reimbursement
is to occur after the date on which such Certificate is surrendered as
contemplated by the preceding sentence (the likelihood of any such distribution
being remote), will be made by check mailed to the Certificateholder that
surrendered such Certificate. All distributions made on or with respect to a
Class of Certificates will be allocated pro rata among such Certificates based
on their respective Percentage Interests in such Class.
The Available Distribution Amount. With respect to any Distribution Date,
distributions of interest on and principal of the Certificates will be made
from the Available Distribution Amount for such Distribution Date. The
"Available Distribution Amount" for any Distribution Date will, in general,
equal:
(a) all amounts on deposit in the Certificate Account as of the close of
business on the related Determination Date, exclusive of any portion
thereof that represents one or more of the following:
(i) Monthly Payments collected but due on a Due Date subsequent to the
related Collection Period;
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(ii) Prepayment Premiums (which are separately distributable on the
Certificates as hereinafter described);
(iii) amounts that are payable or reimbursable to any person other
than the Certificateholders (including amounts payable to the Servicer,
any Replacement Special Servicer or the Trustee as compensation or in
reimbursement of outstanding Advances and amounts payable in respect of
Additional Trust Fund Expenses);
(iv) amounts deposited in the Certificate Account in error;
(v) with respect to any Distribution Date occurring in each February,
and in any January occurring in a year that is not a leap year, the
Withheld Amounts with respect to the Interest Reserve Loans to be
deposited in the Interest Reserve Account and held for future
distribution; and
(vi) amounts that represent Excess Interest (which will not be
available for distribution to the holders of the Offered Certificates);
plus
(b) to the extent not already included in clause (a), any P&I Advances
made with respect to such Distribution Date and payments made by the
Servicer to cover Prepayment Interest Shortfalls, Balloon Payment Interest
Shortfalls and Extraordinary Prepayment Interest Shortfalls incurred during
the related Collection Period; plus
(c) for the Distribution Date occurring in each March, the Withheld
Amounts with respect to the Interest Reserve Loans then on deposit in the
Interest Reserve Account as described under "--Interest Reserve Account"
below; plus
(d) with respect to any Mortgage Loan with a Due Date after the
Determination Date in each month, the Monthly Payment (other than any
Balloon Payment) due in the same month as such Distribution Date to the
extent received by the related Due Date in such month.
See "The Pooling and Servicing Agreements--Certificate Account" in the
Prospectus.
Application of the Available Distribution Amount. On each Distribution
Date, the Trustee will apply the Available Distribution Amount for such date
for the following purposes and in the following order of priority:
(1) to pay interest to the holders of the respective Classes of Senior
Certificates, up to an amount equal to, and pro rata as among such Classes
in accordance with, all Distributable Certificate Interest in respect of
each such Class of Certificates for such Distribution Date and, to the
extent not previously paid, for each prior Distribution Date, if any;
(2) to pay principal: first to the holders of the Class A-1 Certificates,
and then to the holders of the Class A-2 Certificates, in each case, up to
an amount equal to the lesser of (i) the then outstanding Certificate
Balance of such Class of Certificates and (ii) the Principal Distribution
Amount for such Distribution Date;
(3) to reimburse the holders of the respective Classes of Class A
Certificates, up to an amount equal to, and pro rata as among such Classes
in accordance with, the respective amounts of Realized Losses and
Additional Trust Fund Expenses, if any, previously deemed allocated to such
Classes of Certificates and for which no reimbursement has previously been
paid; and
(4) to make payments on the Subordinate Certificates as set forth below;
provided that, on each Distribution Date after the aggregate Certificate
Balance of the Subordinate Certificates has been reduced to zero, and in any
event on the final Distribution Date in connection with a termination of the
Trust Fund (see "--Termination; Retirement of Certificates" below), the
payments of principal to be made as contemplated by clause (2) above with
respect to the Class A Certificates, will be so made to the holders of the
respective Classes of such Certificates, up to an amount equal to, and pro rata
as among such Classes in accordance with, the respective then outstanding
Certificate Balances of such Classes of Certificates.
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On each Distribution Date, following the above-described distributions on
the Senior Certificates, the Trustee will apply the remaining portion, if any,
of the Available Distribution Amount for such date to make payments on the
respective Classes of Subordinate Certificates in alphabetical order of Class
designation. On each Distribution Date, the holders of each Class of
Subordinate Certificates will, to the extent of the Available Distribution
Amount remaining after all required distributions to be made therefrom (as
described under this "--Distributions--Application of the Available
Distribution Amount" section) on the Senior Certificates and each other Class
of Subordinate Certificates, if any, with an earlier alphabetical Class
designation, be entitled: first, to distributions of interest, up to an amount
equal to all Distributable Certificate Interest in respect of such Class of
Certificates for such Distribution Date and, to the extent not previously paid,
for each prior Distribution Date, if any; second, if the Certificate Balances
of the Class A Certificates and each other Class of Subordinate Certificates,
if any, with an earlier alphabetical Class designation have been reduced to
zero, to distributions of principal, up to an amount equal to the lesser of (a)
the then outstanding Certificate Balance of such Class of Certificates and (b)
the remaining portion, if any, of the Principal Distribution Amount for such
Distribution Date (or, on the final Distribution Date in connection with the
termination of the Trust Fund, up to an amount equal to the then outstanding
Certificate Balance of such Class of Certificates); and, third, to
distributions for purposes of reimbursement, up to an amount equal to all
Realized Losses and Additional Trust Fund Expenses, if any, previously deemed
allocated to such Class of Certificates and for which no reimbursement has
previously been paid.
On each Distribution Date, following the above-described distributions on
the REMIC Regular Certificates, the Trustee will pay the remaining portion, if
any, of the Available Distribution Amounts for such date to the holders of the
REMIC Residual Certificates.
Distributable Certificate Interest. The "Distributable Certificate
Interest" in respect of each Class of REMIC Regular Certificates for each
Distribution Date is equal to the Accrued Certificate Interest in respect of
such Class of Certificates for such Distribution Date, reduced by such Class of
Certificates' allocable share (calculated as described below) of any Net
Aggregate Prepayment Interest Shortfall for such Distribution Date.
The "Accrued Certificate Interest" in respect of each Class of REMIC
Regular Certificates for each Distribution Date is equal to one month's
interest at the Pass-Through Rate applicable to such Class of Certificates for
such Distribution Date accrued on the Certificate Balance or Notional Amount,
as the case may be, of such Class of Certificates outstanding immediately prior
to such Distribution Date. Accrued Certificate Interest will be calculated on
the basis of a 360-day year consisting of twelve 30-day months.
The Servicer is required to make a non-reimbursable payment with respect
to each Distribution Date to cover the aggregate of any Prepayment Interest
Shortfalls and Extraordinary Prepayment Interest Shortfalls incurred with
respect to the Mortgage Asset Pool during the related Collection Period;
provided, however, that with respect to those Mortgage Loans having Due Dates
that fall on or before the related Determination Date, the Servicer will cover
Prepayment Interest Shortfalls with respect to such Mortgage Loans only to the
extent of its aggregate Master Servicing Fee for the same Collection Period.
The "Net Aggregate Prepayment Interest Shortfall" for any Distribution Date
will be the amount, if any, by which (a) the aggregate of all Prepayment
Interest Shortfalls incurred with respect to the Mortgage Asset Pool during the
related Collection Period, exceeds (b) any such payment made by the Servicer
with respect to such Distribution Date to cover such Prepayment Interest
Shortfalls. See "Servicing of the Mortgage Loans--Servicing and Other
Compensation and Payment of Expenses" herein. The Net Aggregate Prepayment
Interest Shortfall, if any, for each Distribution Date will be allocated on
such Distribution Date among each Class of REMIC Regular Certificates, pro
rata, in accordance with the respective amounts of Accrued Certificate Interest
for each such Class of Certificates for such Distribution Date.
Principal Distribution Amount. The "Principal Distribution Amount" with
respect to any Distribution Date will, in general, equal the aggregate of the
following (without duplication):
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(a) the principal portions of all Monthly Payments (other than Balloon
Payments) and any Assumed Monthly Payments due or deemed due, as the case
may be, in respect of the Mortgage Loans for their respective Due Dates
occurring during the same calendar month as such Distribution Date;
(b) all voluntary principal prepayments received on the Mortgage Loans
during the related Collection Period;
(c) with respect to any Balloon Loan as to which the related stated
maturity date occurred, or any ARD Loan as to which the Anticipated
Repayment Date occurred, during or prior to the related Collection Period,
any payment of principal (exclusive of any voluntary principal prepayment
and any amount described in clause (d) below) made by or on behalf of the
related borrower during the related Collection Period, net of any portion
of such payment that represents a recovery of the principal portion of any
Monthly Payment (other than a Balloon Payment) due, or the principal
portion of any Assumed Monthly Payment deemed due, in respect of such
Mortgage Loan on a Due Date during or prior to the same calendar month as
such Distribution Date and not previously recovered;
(d) the portion of all Liquidation Proceeds, Condemnation Proceeds and
Insurance Proceeds received on the Mortgage Loans during the related
Collection Period that were identified and applied by the Servicer as
recoveries of principal thereof, in each case net of any portion of such
amounts that represents a recovery of the principal portion of any Monthly
Payment (other than a Balloon Payment) due, or the principal portion of any
Assumed Monthly Payment deemed due, in respect of the related Mortgage Loan
on a Due Date during or prior to the same calendar month as such
Distribution Date and not previously recovered; and
(e) if such Distribution Date is after the initial Distribution Date, the
excess, if any, of (i) the Principal Distribution Amount for the
immediately preceding Distribution Date, over (ii) the aggregate
distributions of principal made on the Principal Balance Certificates in
respect of such Principal Distribution Amount on such immediately preceding
Distribution Date.
An "Assumed Monthly Payment" is an amount deemed due in respect of: (i)
any Balloon Loan that is delinquent in respect of its Balloon Payment beyond
the first Determination Date that follows its stated maturity date and as to
which no arrangements have been agreed to for collection of the delinquent
amounts; (ii) the stated maturity date of any Balloon Loan that has a Due Date
after the Determination Date in any month; or (iii) any Mortgage Loan as to
which the related Mortgaged Property or Properties have become REO Property or
Properties. The Assumed Monthly Payment deemed due on any such Balloon Loan on
its stated maturity date and on any successive Due Date that it remains or is
deemed to remain outstanding shall equal the Monthly Payment that would have
been due thereon on such date if the related Balloon Payment had not come due,
but rather such Mortgage Loan had continued to amortize in accordance with such
loan's amortization schedule, if any, in effect immediately prior to maturity
and had continued to accrue interest in accordance with such loan's terms in
effect immediately prior to maturity. The Assumed Monthly Payment deemed due on
any such Mortgage Loan as to which the related Mortgaged Property or Properties
have become REO Property or Properties, on each Due Date for so long as such
REO Property or Properties remain part of the Trust Fund, shall equal the
Monthly Payment (or, in the case of a Balloon Loan described in the prior
sentence, the Assumed Monthly Payment) due or deemed due on the last Due Date
prior to the acquisition of such REO Property or Properties.
Distributions of Prepayment Premiums. Any Prepayment Premium (whether
described in the related Mortgage Loan documents as a fixed percentage
prepayment premium or a yield maintenance prepayment premium) actually
collected with respect to a Mortgage Loan during any particular Collection
Period will be distributed on the related Distribution Date to the holders of
the Class A-1, Class A-2, Class B, Class C, Class D and Class E Certificates
(as additional interest and not in reduction of the Certificate Balances
thereof) in an amount up to, in the case of each such Class, the product of (a)
such Prepayment Premium, (b) the Discount Rate Fraction for such Class and (c)
the Principal Allocation Fraction of such Class. The "Discount Rate Fraction"
for any such Class of Certificates is equal to a
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fraction (not greater than 1.0 or less than 0.0) the numerator of which is
equal to the excess, if any, of (x) the Pass-Through Rate for such Class of
Certificates over (y) the relevant Discount Rate (as defined below), and the
denominator of which is equal to the excess, if any, of (x) the Mortgage Rate
of the related Mortgage Loan over (y) the relevant Discount Rate. With respect
to any Distribution Date and each such Class of Certificates, the "Principal
Allocation Fraction" is a fraction, the numerator of which is the portion, if
any, of the Principal Distribution Amount allocated to such Class of
Certificates for such Distribution Date, and the denominator of which is the
entire Principal Distribution Amount for such Distribution Date. The portion of
the Prepayment Premium remaining after the payment of the amount calculated as
described above will be distributed to the holders of the Class X Certificates.
With respect to any prepaid Mortgage Loan, the "Discount Rate" means the
yield for "This Week" as reported by the Federal Reserve Board in Federal
Reserve Statistical Release H.15(519) for the constant maturity treasury having
a maturity coterminous with the Maturity Date or Anticipated Repayment Date of
such Mortgage Loan as of the Determination Date. If there is no Discount Rate
for instruments having a maturity coterminous with the remaining term (to
maturity or Anticipated Repayment Date, where applicable) of the relevant
Mortgage Loan, then the Discount Rate will be equal to the linear interpolation
of the yields of the constant maturity treasuries with maturities next longer
and shorter than such remaining term to maturity or Anticipated Repayment Date.
With respect to certain of the Mortgage Loans, the Discount Rate is a
semi-annual rate,
The Prepayment Premiums, if any, collected on the Mortgage Loans during
any Collection Period may not be sufficient to fully compensate
Certificateholders of any Class for any loss in yield attributable to the
related prepayments of principal.
Distributions of Excess Interest. No Excess Interest collected on an ARD
Loan will be available for distribution to the holders of the Offered
Certificates.
Treatment of REO Properties. Notwithstanding that any Mortgaged Property
may be acquired as part of the Trust Fund through foreclosure, deed in lieu of
foreclosure or otherwise, the related Mortgage Loan will be treated, for
purposes of, among other things, determining distributions on the Certificates,
allocations of Realized Losses and Additional Trust Fund Expenses to the
Certificates, and the amount of Servicing Fees and Special Servicing Fees
payable under the Pooling and Servicing Agreement, as having remained
outstanding until such REO Property is liquidated. Among other things, such
Mortgage Loan will be taken into account when determining Pass-Through Rates
and the Principal Distribution Amount. In connection therewith, operating
revenues and other proceeds derived from such REO Property (after application
thereof to pay certain costs and taxes, including certain reimbursements
payable to the Servicer, any Replacement Special Servicer and/or the Trustee,
incurred in connection with the operation and disposition of such REO Property)
will be "applied" by the Servicer as principal, interest and other amounts
"due" on such Mortgage Loan, and, subject to the applicable limitations
described under "--P&I Advances" below, the Servicer will be required to make
P&I Advances in respect of such Mortgage Loan, in all cases as if such Mortgage
Loan had remained outstanding.
Interest Reserve Account. The Trustee will establish and maintain an
"Interest Reserve Account" in the name of the Trustee for the benefit of the
holders of the Certificates. With respect to each Distribution Date occurring
in February and each Distribution Date occurring in any January which occurs in
a year that is not a leap year, there shall be deposited, in respect of each
Mortgage Loan bearing interest computed on an actual/360 basis (the "Interest
Reserve Loans"), an amount equal to one day's interest at the related Mortgage
Rate (net of any Servicing Fee payable therefrom) on the respective Stated
Principal Balance as of the immediately preceding Due Date, to the extent a
Monthly Payment or P&I Advance is made in respect thereof (all amounts so
deposited in any consecutive January (if applicable) and February, "Withheld
Amounts"). With respect to each Distribution Date occurring in March, an amount
is required to be withdrawn from the Interest Reserve Account in respect of
each Interest Reserve Loan equal to the related Withheld Amounts from the
preceding January (if applicable) and February, if any, and deposited into the
Certificate Account. In addition, an initial deposit shall be made to the
Interest Reserve Account with respect to the Distribution Date occurring in
March 1999.
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SUBORDINATION; ALLOCATION OF LOSSES AND CERTAIN EXPENSES
As and to the extent described herein, the rights of holders of
Subordinate Certificates to receive distributions of amounts collected or
advanced on the Mortgage Loans will, in the case of each Classthereof, be
subordinated to the rights of holders of the Senior Certificates and, further,
to the rights of holders of each other Class of Subordinate Certificates, if
any, with an earlier alphabetical Class designation. This subordination is
intended to enhance the likelihood of timely receipt by holders of the
respective Classes of Senior Certificates of the full amount of Distributable
Certificate Interest payable in respect of their Certificates on each
Distribution Date, and the ultimate receipt by holders of the respective
Classes of Class A Certificates of principal equal to, in each such case, the
entire Certificate Balance of such Class of Certificates. Similarly, but to
decreasing degrees, this subordination is also intended to enhance the
likelihood of timely receipt by holders of the other Classes of Offered
Certificates of the full amount of Distributable Certificate Interest payable
in respect of their Certificates on each Distribution Date, and the ultimate
receipt by holders of such other Classes of Offered Certificates of principal
equal to, in each such case, the entire Certificate Balance of such Class of
Certificates. The subordination of any Class of Subordinate Certificates will
be accomplished by, among other things, the application of the Available
Distribution Amount on each Distribution Date in the order of priority
described under "--Distributions--Application of the Available Distribution
Amount" above. No other form of Credit Support will be available for the
benefit of holders of the Offered Certificates.
If, following the distributions to be made in respect of the Certificates
on any Distribution Date, the aggregate Stated Principal Balance of the
Mortgage Asset Pool that will be outstanding immediately following such
Distribution Date is less than the then aggregate Certificate Balance of the
Principal Balance Certificates, the respective Certificate Balances of the
Class K, Class J, Class H, Class G, Class F, Class E, Class D, Class C and
Class B Certificates will be reduced, sequentially in that order, in the case
of each such Class until such deficit (or the related Certificate Balance) is
reduced to zero (whichever occurs first). If any portion of such deficit
remains at such time as the Certificate Balances of such Classes of
Certificates are reduced to zero, then the respective Certificate Balances of
the Class A-1 and Class A-2 Certificates will be reduced, pro rata in
accordance with the relative sizes of the remaining Certificate Balances of
such Classes of Certificates, until such deficit (or each such Certificate
Balance) is reduced to zero. Any such deficit may be the result of Realized
Losses incurred in respect of the Mortgage Loans and/or Additional Trust Fund
Expenses. The foregoing reductions in the Certificate Balances of the Principal
Balance Certificates will be deemed to constitute an allocation of any such
Realized Losses and Additional Trust Fund Expenses. Any such reduction will
also have the effect of reducing the Notional Amount of the Class X
Certificates.
"Realized Losses" are losses on or in respect of the Mortgage Loans
arising from the inability of the Servicer to collect all amounts due and owing
under any such Mortgage Loan, including by reason of the fraud or bankruptcy of
a borrower or a casualty of any nature at a Mortgaged Property, to the extent
not covered by insurance. The Realized Loss in respect of a liquidated Mortgage
Loan (or related REO Property or Properties) is an amount generally equal to
the excess, if any, of (a) the outstanding principal balance of such Mortgage
Loan as of the date of liquidation, together with (i) all accrued and unpaid
interest thereon at the related Mortgage Rate to but not including the Due Date
in the month in which the liquidation proceeds are distributed and (ii) all
related unreimbursed Servicing Advances and outstanding liquidation expenses,
over (b) the aggregate amount of Liquidation Proceeds, if any, recovered in
connection with such liquidation. If any portion of the debt (other than Excess
Interest) due under a Mortgage Loan is forgiven, whether in connection with a
modification, waiver or amendment granted or agreed to by the Servicer or in
connection with the bankruptcy or similar proceeding involving the related
borrower, the amount so forgiven also will be treated as a Realized Loss.
"Additional Trust Fund Expenses" include, among other things, (i) Special
Servicing Fees, Workout Fees and Liquidation Fees, (ii) interest in respect of
unreimbursed Advances, (iii) the cost of various opinions of counsel required
or permitted to be obtained in connection with the servicing of the Mortgage
Loans and the administration of the Trust Fund, (iv) certain unanticipated,
non-Mortgage Loan specific expenses of the Trust Fund, including certain
indemnities and reimbursements to the Trustee as described under "The Pooling
and Servicing Agreements--Certain Matters Regarding the Trustee" in the
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Prospectus, certain indemnities and reimbursements to the Servicer and the
Depositor (and certain indemnities and reimbursements to a Replacement Special
Servicer comparable to those for theServicer) as described under "The Pooling
and Servicing Agreements--Certain Matters Regarding the Master Servicer and the
Depositor" in the Prospectus and certain federal, state and local taxes, and
certain tax-related expenses, payable out of the Trust Fund as described under
"Servicing of the Mortgage Loans--REO Properties" herein and "Certain Federal
Income Tax Consequences--REMICs--Taxation of Owners of REMIC Residual
Certificates--Prohibited Transactions Tax and Other Taxes" in the Prospectus,
(v) any amounts expended on behalf of the Trust Fund to remediate an adverse
environmental condition at any Mortgaged Property securing a defaulted Mortgage
Loan (see "The Pooling and Servicing Agreements--Realization Upon Defaulted
Mortgage Loans" in the Prospectus), and (vi) any other expense of the Trust
Fund not specifically included in the calculation of "Realized Loss" for which
there is no corresponding collection from a borrower. Additional Trust Fund
Expenses will reduce amounts payable to Certificateholders and, consequently,
may result in a loss on the Offered Certificates.
P&I ADVANCES
With respect to each Distribution Date, unless the Servicer, in its
reasonable judgment, believes that the funds therefor would not be recoverable
from Related Proceeds and subject to the recoverability standard described in
the Prospectus, the Servicer will be obligated to make advances of delinquent
principal and interest on the Mortgage Loans (each, a "P&I Advance") out of its
own funds or, subject to the replacement thereof as provided in the Pooling and
Servicing Agreement, funds held in the Certificate Account that are not
required to be part of the Available Distribution Amount for such Distribution
Date, in an amount generally equal to the aggregate of all Monthly Payments
(other than Balloon Payments or Excess Interest) and any Assumed Monthly
Payments (in each case net of any related Workout Fee) that were due or deemed
due, as the case may be, in respect of the Mortgage Loans during the same month
as such Distribution Date and that were not paid by or on behalf of the related
borrowers or otherwise collected as of the close of business on the later of
such Due Date or the last day of the related Collection Period or other
specified date prior to such Distribution Date. The Servicer's obligations to
make P&I Advances in respect of any Mortgage Loan will continue through
liquidation of such Mortgage Loan or disposition of any REO Property acquired
in respect thereof. Notwithstanding the foregoing, if it is determined that an
Appraisal Reduction Amount exists with respect to any Required Appraisal
Mortgage Loan (each as defined below), then, with respect to the Distribution
Date immediately following the date of such determination and with respect to
each subsequent Distribution Date for so long as such Appraisal Reduction
Amount exists, in the event of subsequent delinquencies thereon, the interest
portion of the P&I Advance in respect of such Mortgage Loan will be reduced (no
reduction to be made in the principal portion, however) to equal the product of
(i) the amount of the interest portion of such P&I Advance that would otherwise
be required to be made for such Distribution Date without regard to this
sentence, multiplied by (ii) a fraction (expressed as a percentage), the
numerator of which is equal to the Stated Principal Balance of such Mortgage
Loan, net of such Appraisal Reduction Amount, and the denominator of which is
equal to the Stated Principal Balance of such Mortgage Loan. See "--Appraisal
Reductions" below. If the Servicer fails to make a required P&I Advance, the
Trustee will be required to make such P&I Advance. See "The Trustee" below.
The Servicer and the Trustee will each be entitled to recover any P&I
Advance made by it from Related Proceeds collected in respect of the Mortgage
Loan as to which such P&I Advance was made. Notwithstanding the foregoing,
neither the Servicer nor the Trustee will be obligated to make a P&I Advance
that would, if made, constitute a Nonrecoverable Advance. The Servicer and the
Trustee will each be entitled to recover any P&I Advance previously made by it
that is, at any time, determined to be a Nonrecoverable Advance, out of funds
received on or in respect of other Mortgage Loans. See "Description of the
Certificates--Advances in Respect of Delinquencies" and "The Pooling and
Servicing Agreements--Certificate Account" in the Prospectus.
The Servicer and the Trustee will each be entitled with respect to any
Advance made thereby, and any Replacement Special Servicer will be entitled
with respect to any Servicing Advance made thereby, to interest accrued on the
amount of such Advance for so long as it is outstanding at a rate per annum
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(the "Reimbursement Rate") equal to the "prime rate" as published in the "Money
Rates" section of The Wall Street Journal, as such "prime rate" may change from
time to time. Such interest on any Advance will be payable to the Servicer, any
Replacement Special Servicer or the Trustee, as the case may be, out of default
interest collected in respect of the related Mortgage Loan or, in connection
with the reimbursement of such Advance, out of any amounts then on deposit in
the Certificate Account. To the extent not offset by default interest actually
collected in respect of any defaulted Mortgage Loan, interest accrued on
outstanding Advances made in respect thereof will result in a reduction in
amounts payable on the Certificates.
APPRAISAL REDUCTIONS
Upon the earliest of (i) the date on which any Mortgage Loan becomes a
Modified Mortgage Loan (as defined below), (ii) the 90th day following the
occurrence of any uncured delinquency in Monthly Payments with respect to any
Mortgage Loan, (iii) the date on which a receiver is appointed and continues in
such capacity in respect of a Mortgaged Property securing any Mortgage Loan and
(iv) the date on which a Mortgaged Property securing any Mortgage Loan becomes
an REO Property (each such Mortgage Loan, a "Required Appraisal Loan"), the
Servicer will be required, within 30 days (or such longer period as the
Servicer is diligently and in good faith proceeding to obtain such appraisal),
to obtain an appraisal of the related Mortgaged Property from an independent
MAI-designated appraiser, unless such an appraisal had previously been obtained
within the prior twelve months. The cost of such appraisal will be advanced by
the Servicer, subject to its right to be reimbursed therefor as a Servicing
Advance. As a result of any such appraisal, it may be determined that an
Appraisal Reduction Amount exists with respect to the related Required
Appraisal Loan. The "Appraisal Reduction Amount" for any Required Appraisal
Loan will be an amount, calculated as of the Determination Date immediately
succeeding the date on which the appraisal is obtained, equal to the excess, if
any, of (a) the sum of (i) the Stated Principal Balance of such Required
Appraisal Loan, (ii) to the extent not previously advanced by or on behalf of
the Servicer or the Trustee, all unpaid interest on the Required Appraisal Loan
through the most recent Due Date prior to such Determination Date at a per
annum rate equal to the related Mortgage Rate, (iii) all related unreimbursed
Advances made with respect to such Required Appraisal Loan plus interest
accrued on such Advances at the Reimbursement Rate and (iv) all currently due
and unpaid real estate taxes and assessments, insurance premiums, and, if
applicable, ground rents in respect of the related Mortgaged Property, net of
any escrow reserves held by the Servicer to cover any such item, over (b) 90%
of an amount equal to (i) the appraised value of the related Mortgaged Property
or REO Property as determined by such appraisal, net of (ii) the amount of any
liens on such property that are prior to the lien of the Required Appraisal
Loan, are not in respect of items included in clause (a)(iv) above and were not
taken into account in the calculation of such appraised value. Notwithstanding
the foregoing, if an appraisal is not obtained from an independent
MAI-designated appraiser within 120 days following the earliest of the dates
described in the first sentence of this paragraph, then until such appraisal is
obtained the Appraisal Reduction Amount will equal 25% of the Stated Principal
Balance of the related Required Appraisal Loan. Upon receipt of an appraisal
from an independent MAI-designated appraiser, however, the Appraisal Reduction
Amount for such Required Appraisal Loan will be recalculated in accordance with
the preceding sentence.
With respect to each Required Appraisal Loan (unless such Mortgage Loan
has become a Corrected Mortgage Loan and has remained current for twelve
consecutive Monthly Payments, and no other Special Servicing Event has occurred
with respect thereto during the preceding twelve months), the Servicer is
required, within 30 days of each anniversary of such loan's becoming a Required
Appraisal Loan, to order an update of the prior appraisal (the cost of which
will be covered by and reimbursable as a Servicing Advance). Based upon such
appraisal, the Servicer is to redetermine and report to the Trustee the
Appraisal Reduction Amount, if any, with respect to such Mortgage Loan.
A "Modified Mortgage Loan" is any Mortgage Loan as to which any Special
Servicing Event has occurred and which has been modified by the Servicer in a
manner that: (a) affects the amount or timing of any payment of principal or
interest due thereon (other than, or in addition to, bringing current Monthly
Payments with respect to such Mortgage Loan); (b) except as expressly
contemplated by the related Mortgage, results in a release of the lien of the
Mortgage on any material portion of the related
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Mortgaged Property without a corresponding principal prepayment in an amount
not less than the fair market value (as is) of the property to be released; or
(c) in the reasonable good faith judgment of the Servicer, otherwise materially
impairs the security for such Mortgage Loan or reduces the likelihood of timely
payment of amounts due thereon.
REPORTS TO CERTIFICATEHOLDERS; CERTAIN AVAILABLE INFORMATION
Trustee Reports. On each Distribution Date, the Trustee will be required
to provide or make available to each holder of an Offered Certificate as of the
related Record Date a Distribution Date Statement providing various items of
information relating to distributions made on such date with respect to the
relevant Class and the recent status of the Mortgage Asset Pool. For a
discussion of the particular items of information to be provided in each
Distribution Date Statement, as well as a discussion of certain annual
information reports to be furnished by the Trustee to persons who at any time
during the prior calendar year were holders of the Offered Certificates, see
"Description of the Certificates--Reports to Certificateholders" in the
Prospectus.
In addition, based on information provided in monthly reports prepared by
the Servicer and delivered to the Trustee, the Trustee will provide or make
available on each Distribution Date to each Offered Certificateholder, the
following statements and reports (collectively with the Distribution Date
Statements, the "Trustee Reports"), substantially in the forms set forth in
Annex B (although such forms may be subject to change over time) and
containing, among other things, substantially the information set forth below:
(1) A report containing information regarding the Mortgage Loans as of
the close of business on the immediately preceding Determination Date,
which report shall contain certain of the categories of information
regarding the Mortgage Loans set forth in Annex A of this Prospectus
Supplement in the tables under the caption "Certain Characteristics of the
Mortgage Loans" (calculated, where applicable, on the basis of the most
recent relevant information provided by the borrowers to the Servicer and
by the Servicer to the Trustee) and such information shall be presented in
a loan-by-loan and tabular format substantially similar to the formats
utilized in this Prospectus Supplement on Annex A.
(2) A "Delinquent Loan Status Report" setting forth, among other things,
those Mortgage Loans which, as of the close of business on the immediately
preceding Determination Date, were delinquent 30-59 days, delinquent 60-89
days, delinquent 90 days or more, current but specially serviced, or in
foreclosure but not REO Property or which have become REO Property.
(3) An "Historical Loan Modification Report" setting forth, among other
things, those Mortgage Loans which, as of the close of business on the
immediately preceding Determination Date, have been modified pursuant to
the Pooling and Servicing Agreement (i) during the Collection Period ending
on such Determination Date and (ii) since the Cut-off Date for such
Mortgage Loan, showing the original and the revised terms thereof.
(4) An "Historical Loss Estimate Report" setting forth, among other
things, as of the close of business on the immediately preceding
Determination Date, (i) the aggregate amount of liquidation proceeds and
liquidation expenses, both for the Collection Period ending on such
Determination Date and for all prior Collection Periods, and (ii) the
amount of Realized Losses occurring both during such Collection Period and
historically, set forth on a Mortgage Loan-by-Mortgage Loan basis.
(5) An "REO Status Report" setting forth, among other things, with
respect to each REO Property that was included in the Trust Fund as of the
close of business on the immediately preceding Determination Date, (i) the
acquisition date of such REO Property, (ii) the amount of income collected
with respect to such REO Property (net of related expenses) and other
amounts, if any, received on such REO Property during the Collection Period
ending on such Determination Date and (iii) the value of the REO Property
based on the most recent appraisal or other valuation thereof available to
the Servicer as of such date of determination (including any prepared
internally by the Servicer).
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(6) A "Servicer Watch List" setting forth, among other things, certain
Mortgage Loans which have experienced a material decrease in debt service
coverage, a loss of or bankruptcy of the largest tenant (to the extent the
Servicer has actual knowledge of such loss or bankruptcy) or are
approaching maturity.
None of the above reports will include any information that the Servicer
deems to be confidential. Neither the Servicer nor the Trustee shall be
responsible for the accuracy or completeness of any information supplied to it
by a borrower or other third party that is included in any reports, statements,
materials or information prepared or provided by the Servicer or the Trustee,
as applicable. Certain information will be made available to Certificateholders
by electronic transmission as may be agreed upon between the Depositor and the
Trustee.
Prior to each Distribution Date, the Servicer will deliver to the Trustee
(by electronic means) (i) a "Comparative Financial Status Report" containing
substantially the content set forth in Annex B setting forth, among other
things, the occupancy, revenue, net operating income and debt service coverage
ratio for each Mortgage Loan (other than the Credit Lease Loans) or related
Mortgaged Property as of the Determination Date immediately preceding the
preparation of such report for each of the following three periods (but only to
the extent the related borrower is required by the Mortgage to deliver and does
deliver, or otherwise agrees to provide and does provide, such information):
(a) the most current available year-to-date; (b) each of the previous two full
fiscal years stated separately; and (c) the "base year" (representing the
original analysis of information used as of the Cut-off Date for such Mortgage
Loan); and (ii) a "CSSA Loan File" setting forth certain information with
respect to the Mortgage Loans and the Mortgaged Properties, respectively.
In addition, the Servicer is also required to perform with respect to each
Mortgaged Property and REO Property (except any Mortgaged Property securing a
Credit Lease Loan):
(a) Within 30 days after receipt of a quarterly operating statement, if
any, commencing with the calendar quarter ended March 31, 1999, an
"Operating Statement Analysis" containing revenue, expense, and net
operating income information substantially in accordance with Annex B (but
only to the extent the related borrower is required by the Mortgage to
deliver and does deliver, or otherwise agrees to provide and does provide,
such information) for such Mortgaged Property or REO Property as of the end
of such calendar quarter. The Servicer will deliver to the Trustee by
electronic means the Operating Statement Analysis upon request, and
(b) Within 30 days after receipt by the Servicer of an annual operating
statement, an NOI adjustment analysis containing substantially the content
set forth in Annex B (the "NOI Adjustment Worksheet") (but only to the
extent the related borrower is required by the Mortgage to deliver and does
deliver, or otherwise agrees to provide and does provide, such information)
presenting the computation made in accordance with the methodology
described in the Pooling and Servicing Agreement to "normalize" the full
year net operating income and debt service coverage numbers used by the
Servicer in its reporting obligation in (1) above. The Servicer will
deliver to the Trustee by electronic means the "NOI Adjustment Worksheet"
upon request.
Certificate Owners who have certified to the Trustee as to their
beneficial ownership of any Offered Certificate may also obtain copies of any
of the Trustee Reports described above upon request. Otherwise, until such time
as Definitive Certificates are issued in respect of the Offered Certificates,
the foregoing information will be available to the related Certificate Owners
only to the extent that it is forwarded by or otherwise available through DTC
and its Participants. Conveyance of notices and other communications by DTC to
Participants, and by Participants to Certificate Owners, will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time. The Servicer, the Trustee, the Depositor
and the Certificate Registrar are required to recognize as Certificateholders
only those persons in whose names the Certificates are registered on the books
and records of the Certificate Registrar.
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Information Available Electronically. The Trustee will make available each
month, to any interested party, the Distribution Date Statement via the
Trustee's internet website, electronic bulletin board and its fax-on-demand
service. In addition, upon the approval of the Depositor, the Trustee will make
available each month, to any interested party, the Trustee Reports (other than
the Servicer Watch List) on the Trustee's internet website. The Trustee's
internet website will initially be located at "www.ctslink.com/ cmbs". The
Trustee's electronic bulletin board may be accessed by calling (301) 815-6620,
and its fax-on-demand service may be accessed by calling (301) 815-6610. For
assistance with the above mentioned services, investors may call (301)
815-6600. In addition, the Trustee will also make Mortgage Loan information as
presented in the CSSA loan setup file and CSSA loan periodic update file format
available each month to any Certificateholder, any Certificate Owner, the
Rating Agencies, or any other interested party via the Trustee's internet
website. All such reports and statements will require the use of a password
provided by the Trustee to the person requesting such report or statement upon
receipt by the Trustee from such person of a certification in the form attached
to the Pooling and Servicing Agreement; provided, however, that the Rating
Agencies and the parties to the Pooling and Servicing Agreement will not be
required to provide such certification. The Depositor may at any time instruct
the Trustee not to require the use of a password to access any or all such
information. In addition, pursuant to the Pooling and Servicing Agreement, the
Trustee will make available, as a convenience for interested parties (and not
in furtherance of the distribution of the Prospectus or the Prospectus
Supplement under the securities laws), the Pooling and Servicing Agreement, the
Prospectus and the Prospectus Supplement via the Trustee's internet website.
The Trustee will make no representations or warranties as to the accuracy or
completeness of such documents and will assume no responsibility therefor. In
addition, the Trustee may disclaim responsibility for any information
distributed by the Trustee for which it is not the original source.
The Trustee will make available each month the Servicer Watch List and the
Comparative Financial Status Report to any holder or Certificate Owner of an
Offered Certificate or any person identified to the Trustee by any such holder
or Certificate Owner as a prospective transferee of an Offered Certificate or
any interest therein, the Rating Agencies and to any of the parties to the
Pooling and Servicing Agreement via the Trustee's internet website with the use
of a password provided by the Trustee to such person upon receipt by the
Trustee from such person of a certification in the form attached to the Pooling
and Servicing Agreement; provided, however, that the Rating Agencies and the
parties to the Pooling and Servicing Agreement will not be required to provide
such certification. The Depositor may at any time instruct the Trustee not to
require the use of a password to access any or all such information.
In connection with providing access to the Trustee's internet website or
electronic bulletin board, the Trustee may require registration and the
acceptance of a disclaimer. The Trustee shall not be liable for the
dissemination of information in accordance with the Pooling and Servicing
Agreement.
Other Information. The Trustee will make available at its offices, during
normal business hours, for review by any holder, Certificate Owner or
prospective purchaser of an Offered Certificate, originals or copies of, among
other things, the following items: (a) the Pooling and Servicing Agreement and
any amendments thereto, (b) all Trustee Reports delivered to holders of the
relevant Class of Offered Certificates since the Delivery Date, (c) all
officer's certificates and accountants' reports delivered to the Trustee since
the Delivery Date as described under "The Pooling and Servicing
Agreements--Evidence as to Compliance" in the Prospectus, (d) the most recent
property inspection report prepared by or on behalf of the Servicer and
delivered to the Trustee in respect of each Mortgaged Property, (e) the most
recent annual operating statements, if any, collected by or on behalf of the
Servicer and delivered to the Trustee in respect of each Mortgaged Property,
and (f) the Mortgage Note, Mortgage and other legal documents relating to each
Mortgage Loan, including any and all modifications, waivers and amendments of
the terms of a Mortgage Loan entered into by the Servicer and delivered to the
Trustee. Copies of any and all of the foregoing items will be available from
the Trustee upon reasonable written request; provided that the Trustee will be
permitted to require payment of a sum sufficient to cover the reasonable costs
and expenses of providing such copies; and provided, further, that the Trustee
may require (x) in the case of a Certificate Owner, a written confirmation
executed by the requesting person or entity, in a form reasonably acceptable to
the Trustee, generally to the effect that such person or entity is a beneficial
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owner of Offered Certificates, is requesting the information solely for use in
evaluating such person's or entity's investment in such Certificates and will
otherwise keep such information confidential and (y) in the case of a
prospective purchaser, confirmation executed by the requesting person or
entity, in a form reasonably acceptable to the Trustee, generally to the effect
that such person or entity is a prospective purchaser of Offered Certificates
or an interest therein, is requesting the information solely for use in
evaluating a possible investment in such Certificates and will otherwise keep
such information confidential. Certificateholders, by the acceptance of their
Certificates, will be deemed to have agreed to keep such information
confidential. The Servicer may, but is not required to, make certain
information available over the Internet.
VOTING RIGHTS
At all times during the term of the Pooling and Servicing Agreement, 98%
of the voting rights for the Certificates (the "Voting Rights") shall be
allocated among the holders of the respective Classes of Principal Balance
Certificates in proportion to the Certificate Balances (adjusted as described
below) of their Certificates, 1% of the Voting Rights shall be allocated among
the holders of the Class X Certificates, and the remaining Voting Rights shall
be allocated equally among the holders of the respective Classes of REMIC
Residual Certificates. Voting Rights allocated to a Class of Certificateholders
shall be allocated among such Certificateholders in proportion to the
Percentage Interests in such Class evidenced by their respective Certificates.
Appraisal Reduction Amounts will be allocated in reduction of the respective
Certificate Balances of the Class K, Class J, Class H, Class G, Class F, Class
E, Class D, Class C, Class B and Class A Certificates (pro rata between the
Class A-1 and Class A-2 Certificates), in that order, solely for purposes of
calculating Voting Rights.
TERMINATION; RETIREMENT OF CERTIFICATES
The obligations created by the Pooling and Servicing Agreement will
terminate following the earliest of (i) the final payment (or Advance in
respect thereof) or other liquidation of the last Mortgage Loan or REO Property
subject thereto, and (ii) subject to the requirement that the then aggregate
Stated Principal Balance of the Mortgage Asset Pool be less than 1% of the
Initial Pool Balance, the purchase of all of the assets of the Trust Fund by
the Servicer or, if the Servicer elects not to make such purchase, the
Depositor. Written notice of termination of the Pooling and Servicing Agreement
will be given to each Certificateholder, and the final distribution will be
made only upon surrender and cancellation of the Certificates at the office of
the Certificate Registrar or other location specified in such notice of
termination.
Any such purchase by the Servicer or the Depositor of all the Mortgage
Loans and other assets in the Trust Fund is required to be made at a price
equal to (a) the sum of (i) the aggregate Purchase Price of all the Mortgage
Loans (exclusive of Mortgage Loans as to which the related Mortgaged Properties
have become REO Properties) then included in the Trust Fund and (ii) the
aggregate fair market value of all REO Properties then included in the Trust
Fund (which fair market value for any REO Property may be less than the
Purchase Price for the corresponding Mortgage Loan), as determined by an
appraiser mutually agreed upon by the Servicer and the Trustee, reduced by (b)
if such purchase is by the Servicer, the aggregate of all amounts payable or
reimbursable to the Servicer under the Pooling and Servicing Agreement.
On the final Distribution Date, the aggregate amount paid by the Servicer
or the Depositor as the case may be, for the Mortgage Loans and other assets in
the Trust Fund (if the Trust Fund is to be terminated as a result of the
purchase described in the preceding paragraph), together with all other amounts
on deposit in the Certificate Account, net of any portion of the foregoing not
otherwise payable to a person other than the Certificateholders (see "The
Pooling and Servicing Agreements--Certificate Account" in the Prospectus), will
be applied as described above under "--Distributions--Application of the
Available Distribution Amount."
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THE TRUSTEE
Norwest Bank Minnesota, National Association will act as Trustee. The
Trustee is at all times required to be, and will be required to resign if it
fails to be, (i) a corporation or association, organized and doing business
under the laws of the United States of America or any state thereof or the
District of Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of not less than $100,000,000
(or, under certain conditions, such lesser amount that each Rating Agency has
confirmed would not cause it to qualify, downgrade or withdraw its rating on
any Class of Certificates) and subject to supervision or examination by federal
or state authority and (ii) an institution whose long-term senior unsecured
debt (or that of its fiscal agent, if applicable) is rated not less than "AA"
or its equivalent by the Rating Agencies (or such lower ratings as the Rating
Agencies would permit without causing them to qualify, downgrade or withdraw
any of the then-current ratings of the Certificates). The corporate trust
office of the Trustee responsible for administration of the Trust Fund (the
"Corporate Trust Office") is located at 11000 Broken Land Parkway, Columbia, MD
21044-3562, Attention: Corporate Trust Services (CMBS)--GMAC Commercial
Mortgage Securities, Inc., Mortgage Pass-Through Certificates, Series 1999-C1.
All requests relating to the transfer of Certificates should be delivered to
the Trustee at Norwest Center, Sixth and Marquette, Minneapolis, Minnesota
55479-0113, Attention: Corporate Trust Services (CMBS)--GMAC Commercial
Mortgage Securities, Inc. Mortgage Pass-Through Certificates, Series 1999-C1.
YIELD AND MATURITY CONSIDERATIONS
YIELD CONSIDERATIONS
General. The yield on any Offered Certificate will depend on: (i) the
Pass-Through Rate in effect from time to time for such Certificate; (ii) the
price paid for such Certificate and the rate and timing of payments of
principal on such Certificate; and (iii) the aggregate amount of distributions
on such Certificate.
Pass-Through Rate. The Pass-Through Rate for the Class A-1 Certificates
will be fixed. The Pass-Through Rate for the Class X Certificates for any
Distribution Date will be variable and will be based on the Weighted Average
Net Mortgage Rate for such Distribution Date. The Pass-Through Rates applicable
to the Class A-2, Class B and Class C Certificates for any Distribution Date
will be equal to the lesser of a specified rate and the Weighted Average Net
Mortgage Rate with respect to such Distribution Date. The Pass-Through Rates
applicable to the Class D and Class E Certificates for any Distribution Date
will be equal to the Weighted Average Net Mortgage Rate with respect to such
Distribution Date. Accordingly, the yield on the Offered Certificates (other
than the Class A-1 Certificates) will be sensitive to changes in the relative
composition of the Mortgage Loans as a result of scheduled amortization,
voluntary prepayments, liquidations of Mortgage Loans following default and
repurchases of Mortgage Loans. Losses or payments of principal on the Mortgage
Loans with higher Net Mortgage Rates could result in a reduction in the
Weighted Average Net Mortgage Rate, thereby reducing the Pass-Through Rates for
the Class X, Class D and Class E Certificates and, to the extent that the
Weighted Average Net Mortgage Rate is reduced below the specified fixed rate
with respect to the Class A-2, Class B and Class C Certificates, reducing the
Pass-Through Rates on such Classes of Offered Certificates.
See "Description of the Certificates--Pass-Through Rates" and "Description
of the Mortgage Asset Pool" herein and "--Yield Considerations--Rate and Timing
of Principal Payments" and "--Yield Sensitivity of the Class X Certificates"
below.
Rate and Timing of Principal Payments. The yield to holders of the Class X
Certificates and the other Offered Certificates will be affected by the rate
and timing of principal payments on the Mortgage Loans (including principal
prepayments on the Mortgage Loans resulting from both voluntary prepayments by
the mortgagors and involuntary liquidations). The rate and timing of principal
payments on the Mortgage Loans will in turn be affected by, among other things,
the amortization schedules thereof, the dates on which Balloon Payments are due
and the rate and timing of principal prepayments and other
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unscheduled collections thereon (including for this purpose, collections made
in connection with liquidations of Mortgage Loans due to defaults, casualties
or condemnations affecting the Mortgaged Properties, or purchases of Mortgage
Loans out of the Trust Fund). Prepayments and, assuming the respective stated
maturity dates thereof have not occurred, liquidations and purchases of the
Mortgage Loans, will result in distributions on the Principal Balance
Certificates of amounts that otherwise would have been distributed (and
reductions in the Notional Amount of the Class X Certificates that would
otherwise have occurred) over the remaining terms of the Mortgage Loans.
Defaults on the Mortgage Loans, particularly at or near their stated maturity
dates, may result in significant delays in payments of principal on the
Mortgage Loans (and, accordingly, on the Principal Balance Certificates) while
work-outs are negotiated or foreclosures are completed. See "Servicing of the
Mortgage Loans--Modifications, Waivers, Amendments and Consents" herein and
"The Pooling and Servicing Agreements--Realization Upon Defaulted Mortgage
Loans" and "Certain Legal Aspects of Mortgage Loans--Foreclosure" in the
Prospectus. The failure on the part of any borrower to pay its ARD Loan on its
Anticipated Repayment Date may result in significant delays in payments of
principal on such ARD Loan and, accordingly, on the Offered Certificates.
Because the rate of principal payments on the Mortgage Loans will depend on
future events and a variety of factors (as described below), no assurance can
be given as to such rate or the rate of principal prepayments in particular.
The Depositor is not aware of any relevant publicly available or authoritative
statistics with respect to the historical prepayment experience of a large
group of mortgage loans comparable to the Mortgage Loans.
The extent to which the yield to maturity of an Offered Certificate may
vary from the anticipated yield will depend upon the degree to which such
Certificate is purchased at a discount or premium and when, and to what degree,
payments of principal on the Mortgage Loans are in turn distributed on or
otherwise result in the reduction of the principal balance or notional amount,
as the case may be, of such Certificate. An investor should consider, in the
case of any Offered Certificate purchased at a discount, the risk that a slower
than anticipated rate of principal payments on such Certificate could result in
an actual yield to such investor that is lower than the anticipated yield and,
in the case of any Offered Certificate purchased at a premium, the risk that a
faster than anticipated rate of principal payments on such Certificate could
result in an actual yield to such investor that is lower than the anticipated
yield. In general, the earlier a payment of principal is made on an Offered
Certificate purchased at a discount or premium, the greater will be the effect
on an investor's yield to maturity. As a result, the effect on an investor's
yield of principal payments on such investor's Offered Certificates occurring
at a rate higher (or lower) than the rate anticipated by the investor during
any particular period would not be fully offset by a subsequent like reduction
(or increase) in the rate of principal payments. The yield to maturity of the
Class X Certificates will be highly sensitive to the rate and timing of
principal payments (including by reason of prepayments, defaults and
liquidations) on or in respect of the Mortgage Loans. Investors in the Class X
Certificates should fully consider the associated risks, including the risk
that an extremely rapid rate of amortization and prepayment of the Mortgage
Loans could result in the failure of such investors to fully recoup their
initial investments.
Losses and Shortfalls. The yield to holders of the Offered Certificates
will also depend on the extent to which such holders are required to bear the
effects of any losses or shortfalls on the Mortgage Loans. Losses and other
shortfalls on the Mortgage Loans will generally be borne: first, by the holders
of the respective Classes of Subordinate Certificates, in reverse alphabetical
order of Class designation, to the extent of amounts otherwise distributable in
respect of their Certificates; and then, by the holders of the Senior
Certificates. In addition, reductions in the balances of the Principal Balance
Certificates will also reduce the Notional Amount of the Class X Certificates.
Further, any Net Aggregate Prepayment Interest Shortfall for each Distribution
Date will be allocated on such Distribution Date among each Class of REMIC
Regular Certificates, pro rata, in accordance with the respective amounts of
Accrued Certificate Interest for each such Class of Certificates for such
Distribution Date.
Certain Relevant Factors. The rate and timing of principal payments and
defaults and the severity of losses on the Mortgage Loans may be affected by a
number of factors, including, without limitation, prevailing interest rates,
the terms of the Mortgage Loans (for example, Prepayment Premiums, prepayment
lock-out periods and amortization terms that require Balloon Payments), the
demographics
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and relative economic vitality of the areas in which the Mortgaged Properties
are located and the general supply and demand for comparable residential and/or
commercial space in such areas, the quality of management of the Mortgaged
Properties, the servicing of the Mortgage Loans, possible changes in tax laws
and other opportunities for investment. See "Risk Factors" and "Description of
the Mortgage Asset Pool" herein and "Risk Factors" and "Yield and Maturity
Considerations--Yield and Prepayment Considerations" in the Prospectus.
The rate of prepayment on the Mortgage Asset Pool is likely to be affected
by prevailing market interest rates for mortgage loans of a comparable type,
term and risk level. When the prevailing market interest rate is below a
mortgage coupon, a borrower may have an increased incentive to refinance its
mortgage loan. If a Mortgage Loan is not in a lock-out period, the Prepayment
Premium, if any, in respect of such Mortgage Loan may not be sufficient
economic disincentive to prevent the related borrower from voluntarily
prepaying the loan as part of a refinancing thereof. See "Description of the
Mortgage Asset Pool--Certain Terms and Conditions of the Mortgage Loans"
herein.
Delay in Payment of Distributions. Because monthly distributions will not
be made to Certificateholders until a date that is scheduled to be at least 15
days following the end of related Interest Accrual Period, the effective yield
to the holders of the Offered Certificates will be lower than the yield that
would otherwise be produced by the applicable Pass-Through Rates and purchase
prices (assuming such prices did not account for such delay).
Unpaid Distributable Certificate Interest. As described under "Description
of the Certificates--
Distributions--Application of the Available Distribution Amount" herein, if the
portion of the Available Distribution Amount distributable in respect of
interest on any Class of Offered Certificates on any Distribution Date is less
than the Distributable Certificate Interest then payable for such Class, the
shortfall will be distributable to holders of such Class of Certificates on
subsequent Distribution Dates, to the extent of available funds. Any such
shortfall will not bear interest, however, and will therefore negatively affect
the yield to maturity of such Class of Certificates for so long as it is
outstanding.
WEIGHTED AVERAGE LIFE
The weighted average life of a Principal Balance Certificate refers to the
average amount of time that will elapse from the date of its issuance until
each dollar allocable to principal of such Certificate is distributed to the
investor. For purposes of this Prospectus Supplement, the weighted average life
of a Principal Balance Certificate is determined by (i) multiplying the amount
of each principal distribution thereon by the number of years from the Delivery
Date to the related Distribution Date, (ii) summing the results and (iii)
dividing the sum by the aggregate amount of the reductions in the principal
balance of such Certificate. Accordingly, the weighted average life of any such
Certificate will be influenced by, among other things, the rate at which
principal of the Mortgage Loans is paid or otherwise collected or advanced and
the extent to which such payments, collections and/or advances of principal are
in turn applied in reduction of the Certificate Balance of the Class of
Certificates to which such Certificate belongs. If the Balloon Payment on a
Balloon Loan having a Due Date after the Determination Date in any month is
received on the stated maturity date thereof, the excess of such payment over
the related Assumed Monthly Payment will not be included in the Available
Distribution Amount until the Distribution Date in the following month.
Therefore, the weighted average life of the Certificates may be extended.
Prepayments on mortgage loans may be measured by a prepayment standard or
model. The model used in this Prospectus Supplement is the Constant Prepayment
Rate ("CPR") model. The CPR Model assumes that a group of mortgage loans
experiences prepayments each month at a specified constant annual rate. As used
in each of the following sets of tables with respect to any particular Class,
the column headed "0%" assumes that none of the Mortgage Loans is prepaid
before maturity (or the Anticipated Repayment Date, in the case of an ARD
Loan). The columns headed "25%," "50%," "75%," and "100%" assume that no
prepayments are made on any Mortgage Loan during such Mortgage Loan's
prepayment lock-out or defeasance period, if any, or during such Mortgage
Loan's yield maintenance period, if any, and are otherwise made on each of the
Mortgage Loans at the indicated CPR percentages. There is no assurance,
however, that prepayments of the Mortgage Loans (whether or not in a prepayment
lock-out or defeasance period or a yield maintenance period) will conform to
any particular
S-74
<PAGE>
CPR percentages, and no representation is made that the Mortgage Loans will
prepay in accordance with the assumptions at any of the CPR percentages shown
or at any other particular prepayment rate,
that all the Mortgage Loans will prepay in accordance with the assumptions at
the same rate or that Mortgage Loans that are in a prepayment lock-out or
defeasance period or a yield maintenance period will not prepay as a result of
involuntary liquidations upon default or otherwise. A "prepayment lock-out
period" is any period during which the terms of the Mortgage Loan prohibit
voluntary prepayments on the part of the borrower. A "defeasance period" is any
period during which the borrower may, under the terms of the Mortgage Loan,
exercise a Defeasance Option. A "yield maintenance period" is any period during
which the terms of the Mortgage Loan provide that voluntary prepayments be
accompanied by a Prepayment Premium calculated on the basis of a yield
maintenance formula.
The following tables indicate the percentage of the initial Certificate
Balance of each Class of Offered Certificates (other than the Class X
Certificates) that would be outstanding after each of the dates shown at the
indicated CPR percentages and the corresponding weighted average life of each
such Class of Certificates. The tables have been prepared on the basis of the
information set forth on Annex A and the following assumptions (collectively,
the "Maturity Assumptions"): (i) the initial Certificate Balance or Notional
Amount, as the case may be, and the Pass-Through Rate for each Class of
Certificates are as set forth herein, (ii) the scheduled Monthly Payments for
each Mortgage Loan are based on such Mortgage Loan's Cut-off Date Balance,
stated monthly principal and interest payments, and the Mortgage Rate in effect
as of the Cut-off Date for such Mortgage Loan, (iii) all scheduled Monthly
Payments (including Balloon Payments) are assumed to be timely received on the
first day of each month commencing in March 1999, (iv) there are no
delinquencies or losses in respect of the Mortgage Loans, there are no
extensions of maturity in respect of the Mortgage Loans, there are no Appraisal
Reduction Amounts with respect to the Mortgage Loans and there are no
casualties or condemnations affecting the Mortgaged Properties, (v) prepayments
are made on each of the Mortgage Loans at the indicated CPR percentages set
forth in the table (without regard to any limitations in such Mortgage Loans on
partial voluntary principal prepayments) (except to the extent modified below
by the assumption numbered (xiii)), (vi) the ARD Loans mature on their
respective Anticipated Repayment Dates, (vii) all Mortgage Loans accrue
interest under the method as specified in Annex A, (viii) neither the Servicer
nor the Depositor exercises its right of optional termination described herein,
(ix) no Mortgage Loan is required to be repurchased by the Mortgage Loan
Seller, (x) no Prepayment Interest Shortfalls are incurred and no Prepayment
Premiums are collected, (xi) there are no Additional Trust Fund Expenses, (xii)
distributions on the Certificates are made on the 15th day of each month,
commencing in March 1999, (xiii) no prepayments are received as to any Mortgage
Loan during such Mortgage Loan's prepayment lock-out period or defeasance
period ("LOP"), if any, or yield maintenance period ("YMP"), if any, (xiv) the
prepayment provisions for each Mortgage Loan are as set forth on Annex A, (xv)
the Delivery Date is February 9, 1999, (xvi) with respect to Loan Number
GMAC3700, the draw requirements for the earnout are assumed to be met, and
(xvii) with respect to 3.51% of the Initial Pool Balance, a simplifying
assumption was made with regard to the Discount Rate, which was assumed to be a
monthly compounded rate. To the extent that the Mortgage Loans have
characteristics or experience performance that differs from those assumed in
preparing the tables set forth below, the Class A-1, Class A-2, Class B, Class
C, Class D and Class E Certificates may mature earlier or later than indicated
by the tables. It is highly unlikely that the Mortgage Loans will prepay or
perform in accordance with the Maturity Assumptions at any constant rate until
maturity or that all the Mortgage Loans will prepay in accordance with the
Maturity Assumptions or at the same rate. In particular, certain of the
Mortgage Loans may not permit voluntary partial prepayments. In addition,
variations in the actual prepayment experience and the balance of the specific
Mortgage Loans that prepay may increase or decrease the percentages of initial
Certificate Balances (and weighted average lives) shown in the following
tables. Such variations may occur even if the average prepayment experience of
the Mortgage Loans were to equal any of the specified CPR percentages. In
addition, there can be no assurance that the actual pre-tax yields on, or any
other payment characteristics of, any Class of Offered Certificates will
correspond to any of the information shown in the yield tables herein, or that
the aggregate purchase prices of the Offered Certificates will be as assumed.
Accordingly, investors must make their own decisions as to the appropriate
assumptions (including prepayment assumptions) to be used in deciding whether
to purchase the Offered Certificates.
Investors are urged to conduct their own analyses of the rates at which
the Mortgage Loans may be expected to prepay.
S-75
<PAGE>
Based on the Maturity Assumptions, the following tables indicate the
resulting weighted average lives of the Class A-1, Class A-2, Class B, Class C,
Class D and Class E Certificates and set forth the percentage of the initial
Certificate Balance of each such Class of Certificates that would be
outstanding after the Closing Date and each of the Distribution Dates shown
under the applicable assumptions at the indicated CPR percentages.
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
THE CLASS A-1 CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE--
OTHERWISE AT INDICATED CPR
<TABLE>
<CAPTION>
PREPAYMENT ASSUMPTION (CPR)
-----------------------------------------------------------------------------
DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% PP*
- ------------------------------------------ -------------- ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Initial .................................. 100% 100% 100% 100% 100%
February 15, 2000 ........................ 93 93 93 93 93
February 15, 2001 ........................ 86 86 86 86 86
February 15, 2002 ........................ 76 76 76 75 75
February 15, 2003 ........................ 67 67 67 67 66
February 15, 2004 ........................ 58 58 57 57 56
February 15, 2005 ........................ 48 47 46 46 41
February 15, 2006 ........................ 31 30 29 29 29
February 15, 2007 ........................ 20 19 18 18 18
February 15, 2008 ........................ 6 5 3 1 0
February 15, 2009 and thereafter ......... 0 0 0 0 0
Weighted Average Life (in years) ......... 5.40 5.34 5.31 5.29 5.23
First Principal Payment Date ............. Mar-1999 Mar-1999 Mar-1999 Mar-1999 Mar-1999
Last Principal Payment Date .............. May-2008 Mar-2008 Mar-2008 Mar-2008 Feb-2008
</TABLE>
* "PP" means 100% of each loan prepays when it becomes freely prepayable.
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
THE CLASS A-2 CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE--
OTHERWISE AT INDICATED CPR
<TABLE>
<CAPTION>
PREPAYMENT ASSUMPTION (CPR)
------------------------------------------------------------------------------
DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% PP*
- ------------------------------------------ -------------- ------------- ------------- -------------- ------------
<S> <C> <C> <C> <C> <C>
Initial .................................. 100% 100% 100% 100% 100%
February 15, 2000 ........................ 100 100 100 100 100
February 15, 2001 ........................ 100 100 100 100 100
February 15, 2002 ........................ 100 100 100 100 100
February 15, 2003 ........................ 100 100 100 100 100
February 15, 2004 ........................ 100 100 100 100 100
February 15, 2005 ........................ 100 100 100 100 100
February 15, 2006 ........................ 100 100 100 100 100
February 15, 2007 ........................ 100 100 100 100 100
February 15, 2008 ........................ 100 100 100 100 94
February 15, 2009 and thereafter ......... 0 0 0 0 0
Weighted Average Life (in years) ......... 9.73 9.70 9.66 9.61 9.36
First Principal Payment Date ............. May-2008 Mar-2008 Mar-2008 Mar-2008 Feb-2008
Last Principal Payment Date .............. Jan-2009 Jan-2009 Jan-2009 Dec-2008 Oct-2008
</TABLE>
* "PP" means 100% of each loan prepays when it becomes freely prepayable.
S-76
<PAGE>
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
THE CLASS B CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE--
OTHERWISE AT INDICATED CPR
<TABLE>
<CAPTION>
PREPAYMENT ASSUMPTION (CPR)
----------------------------------------------------------------------------
DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% PP*
- ------------------------------------------ ------------- ------------- ------------- -------------- -----------
<S> <C> <C> <C> <C> <C>
Initial .................................. 100% 100% 100% 100% 100%
February 15, 2000 ........................ 100 100 100 100 100
February 15, 2001 ........................ 100 100 100 100 100
February 15, 2002 ........................ 100 100 100 100 100
February 15, 2003 ........................ 100 100 100 100 100
February 15, 2004 ........................ 100 100 100 100 100
February 15, 2005 ........................ 100 100 100 100 100
February 15, 2006 ........................ 100 100 100 100 100
February 15, 2007 ........................ 100 100 100 100 100
February 15, 2008 ........................ 100 100 100 100 100
February 15, 2009 and thereafter ......... 0 0 0 0 0
Weighted Average Life (in years) ......... 9.93 9.93 9.93 9.92 9.68
First Principal Payment Date ............. Jan-2009 Jan-2009 Jan-2009 Dec-2008 Oct-2008
Last Principal Payment Date .............. Jan-2009 Jan-2009 Jan-2009 Jan-2009 Oct-2008
</TABLE>
* "PP" means 100% of each loan prepays when it becomes freely prepayable.
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
THE CLASS C CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE--
OTHERWISE AT INDICATED CPR
<TABLE>
<CAPTION>
PREPAYMENT ASSUMPTION (CPR)
----------------------------------------------------------------------------
DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% PP*
- ------------------------------------------ ------------- ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Initial .................................. 100% 100% 100% 100% 100%
February 15, 2000 ........................ 100 100 100 100 100
February 15, 2001 ........................ 100 100 100 100 100
February 15, 2002 ........................ 100 100 100 100 100
February 15, 2003 ........................ 100 100 100 100 100
February 15, 2004 ........................ 100 100 100 100 100
February 15, 2005 ........................ 100 100 100 100 100
February 15, 2006 ........................ 100 100 100 100 100
February 15, 2007 ........................ 100 100 100 100 100
February 15, 2008 ........................ 100 100 100 100 100
February 15, 2009 and thereafter ......... 0 0 0 0 0
Weighted Average Life (in years) ......... 9.93 9.93 9.93 9.93 9.72
First Principal Payment Date ............. Jan-2009 Jan-2009 Jan-2009 Jan-2009 Oct-2008
Last Principal Payment Date .............. Jan-2009 Jan-2009 Jan-2009 Jan-2009 Nov-2008
</TABLE>
* "PP" means 100% of each loan prepays when it becomes freely prepayable.
S-77
<PAGE>
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
THE CLASS D CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE--
OTHERWISE AT INDICATED CPR
<TABLE>
<CAPTION>
PREPAYMENT ASSUMPTION (CPR)
------------------------------------------------------------------------------
DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% PP*
- ------------------------------------------ -------------- -------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Initial .................................. 100% 100% 100% 100% 100%
February 15, 2000 ........................ 100 100 100 100 100
February 15, 2001 ........................ 100 100 100 100 100
February 15, 2002 ........................ 100 100 100 100 100
February 15, 2003 ........................ 100 100 100 100 100
February 15, 2004 ........................ 100 100 100 100 100
February 15, 2005 ........................ 100 100 100 100 100
February 15, 2006 ........................ 100 100 100 100 100
February 15, 2007 ........................ 100 100 100 100 100
February 15, 2008 ........................ 100 100 100 100 100
February 15, 2009 ........................ 19 7 0 0 0
February 15, 2010 and thereafter ......... 0 0 0 0 0
Weighted Average Life (in years) ......... 9.97 9.95 9.93 9.93 9.85
First Principal Payment Date ............. Jan-2009 Jan-2009 Jan-2009 Jan-2009 Nov-2008
Last Principal Payment Date .............. Mar-2009 Mar-2009 Jan-2009 Jan-2009 Jan-2009
</TABLE>
* "PP" means 100% of each loan prepays when it becomes freely prepayable.
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
THE CLASS E CERTIFICATES AT THE SPECIFIED CPRS
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE--
OTHERWISE AT INDICATED CPR
<TABLE>
<CAPTION>
PREPAYMENT ASSUMPTION (CPR)
-------------------------------------------------------------------------------
DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% PP*
- ------------------------------------------ -------------- -------------- -------------- -------------- -----------
<S> <C> <C> <C> <C> <C>
Initial .................................. 100% 100% 100% 100% 100%
February 15, 2000 ........................ 100 100 100 100 100
February 15, 2001 ........................ 100 100 100 100 100
February 15, 2002 ........................ 100 100 100 100 100
February 15, 2003 ........................ 100 100 100 100 100
February 15, 2004 ........................ 100 100 100 100 100
February 15, 2005 ........................ 100 100 100 100 100
February 15, 2006 ........................ 100 100 100 100 100
February 15, 2007 ........................ 100 100 100 100 100
February 15, 2008 ........................ 100 100 100 100 100
February 15, 2009 ........................ 100 100 84 31 0
February 15, 2010 and thereafter ......... 0 0 0 0 0
Weighted Average Life (in years) ......... 10.14 10.12 10.08 10.00 9.93
First Principal Payment Date ............. Mar-2009 Mar-2009 Jan-2009 Jan-2009 Jan-2009
Last Principal Payment Date .............. Apr-2009 Apr-2009 Mar-2009 Mar-2009 Jan-2009
</TABLE>
* "PP" means 100% of each loan prepays when it becomes freely prepayable.
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<PAGE>
CERTAIN PRICE/YIELD TABLES
The tables set forth below show the corporate bond equivalent ("CBE")
yield and weighted average life in years with respect to each Class of Offered
Certificates (other than the Class X Certificates) under the Maturity
Assumptions.
The yields set forth in the following tables were calculated by
determining the monthly discount rates which, when applied to the assumed
stream of cash flows to be paid on each Class of Offered Certificates (other
than the Class X Certificates), would cause the discounted present value of
such assumed stream of cash flows as of February 9, 1999 to equal the assumed
purchase prices, plus accrued interest at the applicable Pass-Through Rate as
stated on the cover hereof from and including February 1, 1999 to but excluding
the Delivery Date, and converting such monthly rates to semi-annual corporate
bond equivalent rates. Such calculation does not take into account variations
that may occur in the interest rates at which investors may be able to reinvest
funds received by them as reductions of the Certificate Balances of such
Classes of Offered Certificates and consequently does not purport to reflect
the return on any investment in such Classes of Offered Certificates when such
reinvestment rates are considered. Purchase prices are expressed in 32nds and
interpreted as a percentage of the initial Certificate Balance of the specified
Class (i.e., 99.16 means 9916/32%) and are exclusive of accrued interest.
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL PAYMENT
DATE AND
LAST PRINCIPAL PAYMENT DATE FOR THE CLASS A-1 CERTIFICATES AT THE SPECIFIED
CPRS
<TABLE>
<CAPTION>
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE--
OTHERWISE AT INDICATED CPR
-----------------------------------------------------------
ASSUMED PRICE
(32NDS) 0% CPR 25% CPR 50% CPR 75% CPR 100% PP*
- ---------------------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
98.16 ........................... 6.196% 6.198% 6.200% 6.201% 6.204%
98.24. .......................... 6.137% 6.139% 6.141% 6.141% 6.144%
99.00 ........................... 6.079% 6.081% 6.082% 6.082% 6.084%
99.08 ........................... 6.022% 6.023% 6.023% 6.024% 6.025%
99.16 ........................... 5.964% 5.965% 5.965% 5.965% 5.966%
99.24 ........................... 5.907% 5.907% 5.907% 5.907% 5.907%
100.00 ........................... 5.850% 5.849% 5.849% 5.849% 5.848%
100.08 ........................... 5.793% 5.792% 5.791% 5.791% 5.790%
100.16 ........................... 5.736% 5.734% 5.734% 5.733% 5.731%
100.24 ........................... 5.679% 5.677% 5.676% 5.675% 5.673%
101.00 ........................... 5.623% 5.621% 5.619% 5.618% 5.615%
101.08 ........................... 5.567% 5.564% 5.562% 5.561% 5.558%
101.16 ........................... 5.511% 5.508% 5.506% 5.504% 5.500%
101.24 ........................... 5.455% 5.452% 5.449% 5.448% 5.443%
102.00 ........................... 5.400% 5.396% 5.393% 5.391% 5.386%
102.08 ........................... 5.344% 5.340% 5.337% 5.335% 5.329%
102.16 ........................... 5.289% 5.284% 5.281% 5.279% 5.273%
Weighted Average Life (yrs.) ..... 5.40 5.34 5.31 5.29 5.23
First Principal Payment Date ..... Mar-1999 Mar-1999 Mar-1999 Mar-1999 Mar-1999
Last Principal Payment Date ...... May-2008 Mar-2008 Mar-2008 Mar-2008 Feb-2008
</TABLE>
* "PP" means 100% of each loan prepays when it becomes freely prepayable.
S-79
<PAGE>
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL PAYMENT
DATE AND
LAST PRINCIPAL PAYMENT DATE FOR THE CLASS A-2 CERTIFICATES AT THE SPECIFIED
CPRS
<TABLE>
<CAPTION>
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE--
OTHERWISE AT INDICATED CPR
-----------------------------------------------------------
ASSUMED PRICE
(32NDS) 0% CPR 25% CPR 50% CPR 75% CPR 100% PP*
- ---------------------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
99.16 ........................... 6.292% 6.292% 6.292% 6.292% 6.293%
99.24 ........................... 6.256% 6.256% 6.256% 6.256% 6.256%
100.00 ........................... 6.221% 6.221% 6.221% 6.221% 6.220%
100.08 ........................... 6.186% 6.186% 6.186% 6.186% 6.184%
100.16 ........................... 6.152% 6.151% 6.151% 6.151% 6.148%
100.24 ........................... 6.117% 6.116% 6.116% 6.115% 6.113%
101.00 ........................... 6.082% 6.082% 6.081% 6.080% 6.077%
101.08 ........................... 6.048% 6.047% 6.046% 6.046% 6.041%
101.16 ........................... 6.013% 6.013% 6.012% 6.011% 6.006%
101.24 ........................... 5.979% 5.978% 5.977% 5.976% 5.971%
102.00 ........................... 5.945% 5.944% 5.943% 5.942% 5.935%
102.08 ........................... 5.911% 5.910% 5.909% 5.907% 5.900%
102.16 ........................... 5.877% 5.876% 5.874% 5.873% 5.865%
102.24 ........................... 5.843% 5.842% 5.840% 5.839% 5.830%
103.00 ........................... 5.809% 5.808% 5.806% 5.805% 5.796%
103.08 ........................... 5.775% 5.774% 5.773% 5.770% 5.761%
103.16 ........................... 5.742% 5.740% 5.739% 5.737% 5.726%
Weighted Average Life (yrs.) ..... 9.73 9.70 9.66 9.61 9.36
First Principal Payment Date ..... May-2008 Mar-2008 Mar-2008 Mar-2008 Feb-2008
Last Principal Payment Date ...... Jan-2009 Jan-2009 Jan-2009 Dec-2008 Oct-2008
</TABLE>
* "PP" means 100% of each loan prepays when it becomes freely prepayable.
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL PAYMENT
DATE AND
LAST PRINCIPAL PAYMENT DATE FOR THE CLASS B CERTIFICATES AT THE SPECIFIED CPRS
<TABLE>
<CAPTION>
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE--
OTHERWISE AT INDICATED CPR
-----------------------------------------------------------
ASSUMED PRICE
(32NDS) 0% CPR 25% CPR 50% CPR 75% CPR 100% PP*
- ---------------------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
99.16 ........................... 6.414% 6.414% 6.414% 6.414% 6.414%
99.24 ........................... 6.379% 6.379% 6.379% 6.379% 6.379%
100.00 ........................... 6.344% 6.344% 6.344% 6.344% 6.344%
100.08 ........................... 6.309% 6.309% 6.309% 6.309% 6.308%
100.16 ........................... 6.275% 6.275% 6.275% 6.275% 6.273%
100.24 ........................... 6.241% 6.241% 6.241% 6.240% 6.238%
101.00 ........................... 6.206% 6.206% 6.206% 6.206% 6.203%
101.08 ........................... 6.172% 6.172% 6.172% 6.172% 6.168%
101.16 ........................... 6.138% 6.138% 6.138% 6.138% 6.133%
101.24 ........................... 6.104% 6.104% 6.104% 6.104% 6.099%
102.00 ........................... 6.070% 6.070% 6.070% 6.070% 6.064%
102.08 ........................... 6.036% 6.036% 6.036% 6.036% 6.030%
102.16 ........................... 6.002% 6.002% 6.002% 6.002% 5.995%
102.24 ........................... 5.969% 5.969% 5.969% 5.968% 5.961%
103.00 ........................... 5.935% 5.935% 5.935% 5.935% 5.927%
103.08 ........................... 5.902% 5.902% 5.902% 5.901% 5.893%
103.16 ........................... 5.869% 5.869% 5.869% 5.868% 5.859%
Weighted Average Life (yrs.) ..... 9.93 9.93 9.93 9.92 9.68
First Principal Payment Date ..... Jan-2009 Jan-2009 Jan-2009 Dec-2008 Oct-2008
Last Principal Payment Date ...... Jan-2009 Jan-2009 Jan-2009 Jan-2009 Oct-2008
</TABLE>
* "PP" means 100% of each loan prepays when it becomes freely prepayable.
S-80
<PAGE>
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL PAYMENT
DATE AND LAST PRINCIPAL PAYMENT DATE FOR THE CLASS C CERTIFICATES
AT THE SPECIFIED CPRS
<TABLE>
<CAPTION>
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE--
OTHERWISE AT INDICATED CPR
-----------------------------------------------------------
ASSUMED PRICE
(32NDS) 0% CPR 25% CPR 50% CPR 75% CPR 100% PP*
- ---------------------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
99.16 ........................... 6.716% 6.716% 6.716% 6.716% 6.716%
99.24 ........................... 6.680% 6.680% 6.680% 6.680% 6.680%
100.00 ........................... 6.645% 6.645% 6.645% 6.645% 6.644%
100.08 ........................... 6.610% 6.610% 6.610% 6.610% 6.609%
100.16 ........................... 6.575% 6.575% 6.575% 6.575% 6.573%
100.24 ........................... 6.540% 6.540% 6.540% 6.540% 6.538%
101.00 ........................... 6.505% 6.505% 6.505% 6.505% 6.502%
101.08 ........................... 6.470% 6.470% 6.470% 6.470% 6.467%
101.16 ........................... 6.436% 6.436% 6.436% 6.436% 6.432%
101.24 ........................... 6.401% 6.401% 6.401% 6.401% 6.397%
102.00 ........................... 6.367% 6.367% 6.367% 6.367% 6.362%
102.08 ........................... 6.333% 6.333% 6.333% 6.333% 6.327%
102.16 ........................... 6.299% 6.299% 6.299% 6.299% 6.292%
102.24 ........................... 6.264% 6.264% 6.264% 6.264% 6.258%
103.00 ........................... 6.231% 6.231% 6.231% 6.231% 6.223%
103.08 ........................... 6.197% 6.197% 6.197% 6.197% 6.189%
103.16 ........................... 6.163% 6.163% 6.163% 6.163% 6.155%
Weighted Average Life (yrs.) ..... 9.93 9.93 9.93 9.93 9.72
First Principal Payment Date ..... Jan-2009 Jan-2009 Jan-2009 Jan-2009 Oct-2008
Last Principal Payment Date ...... Jan-2009 Jan-2009 Jan-2009 Jan-2009 Nov-2008
</TABLE>
* "PP" means 100% of each loan prepays when it becomes freely prepayable.
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL PAYMENT
DATE AND LAST PRINCIPAL PAYMENT DATE FOR THE CLASS D CERTIFICATES AT THE
SPECIFIED CPRS
<TABLE>
<CAPTION>
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE--
OTHERWISE AT INDICATED CPR
-------------------------------------------------------------------------------
ASSUMED PRICE
(32NDS) 0% CPR 25% CPR 50% CPR 75% CPR 100% PP*
- ---------------------------------- --------------- --------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
95.08 ............................ 7.730% 7.730% 7.731% 7.731% 7.733%
95.16 ............................ 7.692% 7.692% 7.692% 7.693% 7.695%
95.24 ............................ 7.654% 7.654% 7.654% 7.655% 7.657%
96.00 ............................ 7.616% 7.616% 7.617% 7.617% 7.619%
96.08 ............................ 7.579% 7.579% 7.579% 7.579% 7.581%
96.16 ............................ 7.541% 7.541% 7.541% 7.541% 7.543%
96.24 ............................ 7.504% 7.504% 7.504% 7.504% 7.505%
97.00 ............................ 7.467% 7.466% 7.467% 7.467% 7.468%
97.08 ............................ 7.430% 7.429% 7.429% 7.429% 7.431%
97.16 ............................ 7.393% 7.392% 7.392% 7.392% 7.393%
97.24 ............................ 7.356% 7.355% 7.355% 7.355% 7.356%
98.00 ............................ 7.319% 7.318% 7.318% 7.319% 7.319%
98.08 ............................ 7.282% 7.282% 7.282% 7.282% 7.282%
98.16 ............................ 7.246% 7.245% 7.245% 7.245% 7.245%
98.24 ............................ 7.209% 7.209% 7.209% 7.209% 7.209%
99.00 ............................ 7.173% 7.172% 7.172% 7.172% 7.172%
99.08 ............................ 7.137% 7.136% 7.136% 7.136% 7.136%
Weighted Average Life (yrs.) ..... 9.97 9.95 9.93 9.93 9.85
First Principal Payment Date ..... Jan-2009 Jan-2009 Jan-2009 Jan-2009 Nov-2008
Last Principal Payment Date ...... Mar-2009 Mar-2009 Jan-2009 Jan-2009 Jan-2009
</TABLE>
* "PP" means 100% of each loan prepays when it becomes freely prepayable.
S-81
<PAGE>
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL PAYMENT
DATE AND LAST PRINCIPAL PAYMENT DATE FOR THE CLASS E CERTIFICATES AT THE
SPECIFIED CPRS
<TABLE>
<CAPTION>
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE--
OTHERWISE AT INDICATED CPR
-----------------------------------------------------------
ASSUMED PRICE
(32NDS) 0% CPR 25% CPR 50% CPR 75% CPR 100% PP*
- ---------------------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
88.20 ............................ 8.767% 8.769% 8.773% 8.783% 8.789%
88.28 ............................ 8.726% 8.728% 8.732% 8.741% 8.748%
89.04 ............................ 8.685% 8.687% 8.690% 8.700% 8.706%
89.12 ............................ 8.644% 8.646% 8.649% 8.659% 8.664%
89.20 ............................ 8.603% 8.605% 8.608% 8.617% 8.623%
89.28 ............................ 8.562% 8.564% 8.567% 8.576% 8.582%
90.04 ............................ 8.522% 8.524% 8.527% 8.535% 8.541%
90.12 ............................ 8.482% 8.483% 8.486% 8.495% 8.500%
90.20 ............................ 8.441% 8.443% 8.446% 8.454% 8.459%
90.28 ............................ 8.401% 8.403% 8.406% 8.413% 8.418%
91.04 ............................ 8.361% 8.363% 8.366% 8.373% 8.378%
91.12 ............................ 8.322% 8.323% 8.326% 8.333% 8.337%
91.20 ............................ 8.282% 8.283% 8.286% 8.293% 8.297%
91.28 ............................ 8.242% 8.244% 8.246% 8.253% 8.257%
92.04 ............................ 8.203% 8.204% 8.207% 8.213% 8.217%
92.12 ............................ 8.164% 8.165% 8.167% 8.174% 8.177%
92.20 ............................ 8.125% 8.126% 8.128% 8.134% 8.138%
Weighted Average Life (yrs.) ..... 10.14 10.12 10.08 10.00 9.93
First Principal Payment Date ..... Mar-2009 Mar-2009 Jan-2009 Jan-2009 Jan-2009
Last Principal Payment Date ...... Apr-2009 Apr-2009 Mar-2009 Mar-2009 Jan-2009
</TABLE>
* "PP" means 100% of each loan prepays when it becomes freely prepayable.
YIELD SENSITIVITY OF THE CLASS X CERTIFICATES
The yield to maturity of the Class X Certificates will be especially
sensitive to the prepayment, repurchase and default experience on the Mortgage
Loans, which prepayment, repurchase and default experience may fluctuate
significantly from time to time. A rapid rate of principal payments will have a
material negative effect on the yield to maturity of the Class X Certificates.
There can be no assurance that the Mortgage Loans will prepay at any particular
rate. In addition, the Pass-Through Rate for any Class X Component relating to
a Class of Principal Balance Certificates having a Pass-Through Rate equal to
the Weighted Average Net Mortgage Rate will be zero. Prospective investors in
the Class X Certificates should fully consider the associated risks, including
the risk that such investors may not fully recover their initial investment.
The following table indicates the sensitivity of the pre-tax yield to
maturity on the Class X Certificates to various CPR percentages on the Mortgage
Loans by projecting the monthly aggregate payments of interest on the Class X
Certificates and computing the corresponding pre-tax yields to maturity on a
corporate bond equivalent basis, based on the Maturity Assumptions. It was
further assumed that the aggregate purchase price of the Class X Certificates
are as specified below, in each case expressed in 32nds and interpreted as a
percentage (i.e., 4.16 is 416/32%) of the initial Notional Amount (without
accrued interest). Any differences between such assumptions and the actual
characteristics and performance of the Mortgage Loans and of the Class X
Certificates may result in yields being different from those shown in such
table. Discrepancies between assumed and actual characteristics and performance
underscore the hypothetical nature of the table, which is provided only to give
a general sense of the sensitivity of yields in varying prepayment scenarios.
The pre-tax yields set forth in the following table were calculated by
determining the monthly discount rates that, when applied to the assumed
streams of cash flows to be paid on the Class X Certificates, would cause the
discounted present value of such assumed stream of cash flows as of February 9,
1999 to equal the assumed aggregate purchase price plus accrued interest at the
initial
S-82
<PAGE>
Pass-Through Rate for the Class X Certificates from and including February 1,
1999 to but excluding the Delivery Date, and by converting such monthly rates
to semi-annual corporate bond equivalent rates. Such calculation does not take
into account shortfalls in the collection of interest due to prepayments (or
other liquidations) of the Mortgage Loans or the interest rates at which
investors may be able to reinvest funds received by them as distributions on
the Class X Certificates (and accordingly does not purport to reflect the
return on any investment in the Class X Certificates when such reinvestment
rates are considered).
Notwithstanding the assumed prepayment rates reflected in the following
table, it is highly unlikely that the Mortgage Loans will be prepaid according
to one particular pattern. For this reason, and because the timing of cash
flows is critical to determining yields, the pre-tax yield to maturity on the
Class X Certificates is likely to differ from those shown in the following
table, even if all of the Mortgage Loans prepay at the indicated CPR
percentages over any given time period or over the entire life of the
Certificates.
There can be no assurance that the Mortgage Loans will prepay in
accordance with the Maturity Assumptions at any particular rate or that the
yield on the Class X Certificates will conform to the yields described herein.
Investors are urged to make their investment decisions based on the
determinations as to anticipated rates of prepayment under a variety of
scenarios. Investors in the Class X Certificates should fully consider the risk
that a rapid rate of prepayments on the Mortgage Loans could result in the
failure of such investors to fully recover their investments.
In addition, holders of the Class X Certificates generally have rights to
relatively larger portions of interest payments on Mortgage Loans with higher
Mortgage Rates; thus, the yield on the Class X Certificates will be materially
and adversely affected if the Mortgage Loans with higher Mortgage Rates prepay
faster than the Mortgage Loans with lower Mortgage Rates.
PRE-TAX YIELD TO MATURITY (CBE), WEIGHTED AVERAGE LIFE, FIRST PAYMENT DATE AND
LAST PAYMENT DATE FOR THE CLASS X CERTIFICATES AT THE SPECIFIED CPRS
<TABLE>
<CAPTION>
0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD MAINTENANCE--OTHERWISE AT INDICATED
CPR
------------------------------------------------------------------------------
ASSUMED PRICE (32NDS) 0% CPR 25% CPR 50% CPR 75% CPR 100% PP*
- ------------------------------------ --------------- --------------- --------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
3.16 ............................... 17.053% 16.958% 16.891% 16.821% 16.519%
3.20 ............................... 16.022% 15.925% 15.857% 15.786% 15.475%
3.24 ............................... 15.050% 14.951% 14.882% 14.810% 14.490%
3.28 ............................... 14.131% 14.031% 13.961% 13.887% 13.560%
4.00 ............................... 13.261% 13.159% 13.088% 13.013% 12.678%
4.04 ............................... 12.435% 12.332% 12.260% 12.183% 11.841%
4.08 ............................... 11.650% 11.545% 11.472% 11.394% 11.044%
4.12 ............................... 10.902% 10.795% 10.721% 10.642% 10.286%
4.16 ............................... 10.188% 10.079% 10.005% 9.925% 9.562%
4.20 ............................... 9.506% 9.396% 9.320% 9.239% 8.870%
4.24 ............................... 8.853% 8.741% 8.665% 8.583% 8.207%
4.28 ............................... 8.227% 8.114% 8.037% 7.954% 7.572%
5.00 ............................... 7.626% 7.512% 7.435% 7.350% 6.963%
5.04 ............................... 7.049% 6.933% 6.855% 6.770% 6.377%
5.08 ............................... 6.494% 6.377% 6.298% 6.212% 5.814%
5.12 ............................... 5.959% 5.841% 5.762% 5.675% 5.271%
5.16 ............................... 5.444% 5.325% 5.245% 5.157% 4.748%
Weighted Average Life (yrs.)** ..... 9.48 9.44 9.41 9.37 9.18
First Payment Date ................. Mar-1999 Mar-1999 Mar-1999 Mar-1999 Mar-1999
Last Payment Date .................. Jan-2019 Jan-2019 Jan-2019 Dec-2018 Nov-2018
</TABLE>
* "PP" means 100% of each loan prepays when it becomes freely prepayable.
** Based on reduction in the Notional Amount of the Class X Certificates.
S-83
<PAGE>
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
GENERAL
For federal income tax purposes, three separate REMIC elections will be
made with respect to segregated asset pools which make up the Trust Fund (other
than any Excess Interest collected on the ARD Loans), the resulting REMICs
being herein referred to as "REMIC I", "REMIC II" and "REMIC III",
respectively. Upon the issuance of the Offered Certificates, Orrick, Herrington
& Sutcliffe LLP, counsel to the Depositor, will deliver its opinion generally
to the effect that, assuming compliance with all provisions of the Pooling and
Servicing Agreement, for federal income tax purposes, REMIC I, REMIC II and
REMIC III will each qualify as a REMIC under the Code. For federal income tax
purposes, the Class R-I Certificates will be the sole class of "residual
interests" in REMIC I; the Class R-II Certificates will be the sole class of
"residual interests" in REMIC II; the Certificates (other than the REMIC
Residual Certificates) will evidence the "regular interests" in, and will be
treated as debt instruments of, REMIC III; and the Class R-III Certificates
will be the sole class of "residual interests" in REMIC III. See "Certain
Federal Income Tax Consequences--REMICs" in the Prospectus.
ORIGINAL ISSUE DISCOUNT AND PREMIUM
The Class X Certificates will be, and the other Offered Certificates may
be, treated as having been issued with original issue discount for federal
income tax reporting purposes. The prepayment assumption that will be used in
determining the rate of accrual of original issue discount, market discount and
premium, if any, for federal income tax purposes will be based on the
assumption that the Mortgage Loans will not prepay prior to their respective
maturity dates except that it is assumed that the ARD Loans will pay their
respective outstanding principal balances on their related Anticipated
Repayment Dates. No representation is made as to the actual expected rate of
prepayment of any Mortgage Loan. See "Certain Federal Income Tax
Consequences--REMICs--Taxation of Owners of REMIC Regular Certificates--Original
Issue Discount" in the Prospectus.
The IRS has issued OID Regulations under Sections 1271 to 1275 of the Code
generally addressing the treatment of debt instruments issued with original
issue discount. Purchasers of the Offered Certificates should be aware that the
OID Regulations and Section 1272(a)(6) of the Code do not adequately address
certain issues relevant to, or are not applicable to, prepayable securities
such as the Certificates. In addition, there is considerable uncertainty
concerning the application of Section 1272(a)(6) of the Code and the OID
Regulations to REMIC Certificates such as the Class X Certificates. The IRS
could assert that income derived from a Class X Certificate should be
calculated as if the Class X Certificate were a Certificate purchased at a
premium equal to the price paid by the holder for the Class X Certificate.
Under this approach, a holder would be entitled to amortize such premium only
if it has in effect an election under Section 171 of the Code with respect to
all taxable debt instruments held by such holder, as described in the
Prospectus under "Certain Federal Income Tax Consequences--REMICs--Taxation of
Owners of REMIC Regular Certificates--Premium." Alternatively, the IRS could
assert that the Class X Certificates should be taxable under regulations
governing debt instruments having one or more contingent payments. Prospective
purchasers of the Offered Certificates are advised to consult their tax
advisors concerning the tax treatment of the Certificates.
Assuming the Class X Certificates are treated as having been issued with
original issue discount, it appears that a reasonable method of reporting
original issue discount with respect to the Class X Certificates generally
would be to report all income with respect to such Certificates as original
issue discount for each period, computing such original issue discount (i) by
assuming that the value of the applicable index will remain constant for
purposes of determining the original yield to maturity of, and projecting
future distributions on, such Certificates, thereby treating such Certificates
as fixed rate instruments to which the original issue discount computation
rules described in the Prospectus can be applied, and (ii) by accounting for
any positive or negative variation in the actual value of the applicable index
in any period from its assumed value as a current adjustment to original issue
discount with respect to such period. See "Certain Federal Income Tax
Consequences--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" in the Prospectus.
S-84
<PAGE>
If the method for computing original issue discount described in the
Prospectus results in a negative amount for any period with respect to a holder
of a Class X Certificate, the amount of original issue discount allocable to
such period would be zero and such Certificateholder will be permitted to
offset such negative amount only against future original issue discount (if
any) attributable to such Certificate. Although the matter is not free from
doubt, a holder of a Class X Certificate may be permitted to deduct a loss to
the extent that his or her respective remaining basis in such Certificate
exceeds the maximum amount of future payments to which such Certificateholder
is entitled, assuming no further prepayments of the Mortgage Loans. Any such
loss might be treated as a capital loss.
The OID Regulations in some circumstances permit the holder of a debt
instrument to recognize original issue discount under a method that differs
from that of the issuer. Accordingly, it is possible that holders of
Certificates may be able to select a method for recognizing original issue
discount that differs from that used by the Trustee in preparing reports to
Certificateholders and the IRS. Prospective purchasers of Certificates are
advised to consult their tax advisors concerning the treatment of any original
issue discount with respect to purchased Certificates.
Prepayment Premiums actually collected on the Mortgage Loans will be
distributed to the holders of each Class of Certificates entitled thereto as
described herein. It is not entirely clear under the Code when the amount of a
Prepayment Premium should be taxed to the holder of a Class of Certificates
entitled to a Prepayment Premium. For federal income tax reporting purposes,
Prepayment Premiums will be treated as income to the holders of a Class of
Certificates entitled to Prepayment Premiums only after the Servicer's actual
receipt of a Prepayment Premium as to which such Class of Certificates is
entitled under the terms of the Pooling and Servicing Agreement. It appears
that Prepayment Premiums are to be treated as ordinary income rather than
capital gain. However, the correct characterization of such income is not
entirely clear and Certificateholders should consult their tax advisors
concerning the treatment of Prepayment Premiums.
Certain Classes of Certificates may be treated for federal income tax
purposes as having been issued at a premium. Whether any holder of any such
Class of Certificates will be treated as holding a Certificate with amortizable
bond premium will depend on such Certificateholder's purchase price and the
distributions remaining to be made on such Certificate at the time of its
acquisition by such Certificateholder. Holders of each such Class of
Certificates should consult their tax advisors regarding the possibility of
making an election to amortize such premium. See "Certain Federal Income Tax
Consequences--REMICs--Taxation of Owners of REMIC Regular
Certificates--Premium" in the Prospectus.
NEW WITHHOLDING REGULATIONS
The Treasury Department has issued new regulations (the "New Regulations")
which make certain modifications to the withholding, backup withholding, and
information reporting rules described in the Prospectus. The New Regulations
attempt to unify certification requirements and to modify reliance standards.
The New Regulations will be generally effective for payments made after
December 31, 1999. Prospective investors are urged to consult their tax
advisors regarding the New Regulations.
CHARACTERIZATION OF INVESTMENTS IN OFFERED CERTIFICATES
The Offered Certificates will be "real estate assets" within the meaning
of Section 856(c)(4)(A) of the Code generally in the same proportion that the
assets of the Trust Fund would be so treated. In addition, interest (including
original issue discount, if any) on the Offered Certificates will be interest
described in Section 856(c)(3)(B) of the Code generally to the extent that such
Certificates are treated as "real estate assets" within the meaning of Section
856(c)(4)(A) of the Code. Moreover, the Offered Certificates will be "qualified
mortgages" under Section 860G(a)(3) of the Code if transferred to another REMIC
on its start-up day in exchange for regular or residual interests therein.
The Offered Certificates will be treated as assets within the meaning of
Section 7701(a)(19)(C) of the Code generally only to the extent of the portion
of the Mortgage Loans secured by multifamily Mortgaged Properties. See
"Description of the Mortgage Asset Pool" herein.
S-85
<PAGE>
For further information regarding the federal income tax consequences of
investing in the Offered Certificates, see "Certain Federal Income Tax
Consequences--REMICs" in the Prospectus.
METHOD OF DISTRIBUTION
Subject to the terms and conditions set forth in an Underwriting
Agreement, dated February 2, 1999 (the "Underwriting Agreement"), the
Underwriters have agreed to purchase and the Depositor has agreed to sell to
the Underwriters the Offered Certificates to be purchased by the Underwriters
as described below (the "Underwritten Certificates"). 50% of the initial
Notional Amount of the Class X Certificates will be sold directly by the
Depositor to the purchaser thereof, which is expected to be an affiliate of the
Depositor.
It is expected that delivery of the Offered Certificates will be made only
in book-entry form through the Same Day Funds Settlement System of DTC,
Cedelbank and Euroclear on or about February 9, 1999, against payment therefor
in immediately available funds.
In the Underwriting Agreement, Goldman, Sachs & Co., Deutsche Bank
Securities Inc. and Donaldson, Lufkin & Jenrette Securities Corporation (the
"Underwriters") have agreed to purchase the portion of the Underwritten
Certificates of each Class set forth below.
ALLOCATION TABLE
<TABLE>
<CAPTION>
UNDERWRITER CLASS X(1) CLASS A-1 CLASS A-2 CLASS B CLASS C CLASS D CLASS E
- ------------------------------------ ------------ ----------- ----------- --------- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Goldman, Sachs & Co. ............... 50% 50% 50% 50% 50% 50% 50%
Deutsche Bank Securities Inc. ...... 25% 25% 25% 25% 25% 25% 25%
Donaldson, Lufkin & Jenrette
Securities Corporation ............ 25% 25% 25% 25% 25% 25% 25%
-- -- -- -- -- -- --
Total .............................. 100% 100% 100% 100% 100% 100% 100%
=== === === === === === ===
</TABLE>
- ----------
(1) Reflects allocation of Underwritten Class X Certificates only.
In the Underwriting Agreement, the Underwriters have agreed, subject to
the terms and conditions set forth therein, to purchase all of the Underwritten
Certificates if any are purchased. In the event of default by any Underwriter,
the Underwriting Agreement provides that, in certain circumstances, the
purchase commitment of the nondefaulting Underwriter may be increased or the
underwriting may be terminated.
The Underwriting Agreement provides that the obligation of each
Underwriter to pay for and accept delivery of its Certificates is subject to,
among other things, the receipt of certain legal opinions and to the
conditions, among others, that no stop order suspending the effectiveness of
the Depositor's Registration Statement shall be in effect, and that no
proceedings for such purpose shall be pending before or threatened by the
Securities and Exchange Commission.
The distribution of the Underwritten Certificates by any Underwriter may
be effected from time to time in one or more negotiated transactions, or
otherwise, at varying prices to be determined at the time of sale. Proceeds to
the Depositor from the sale of the Offered Certificates, before deducting
expenses payable by the Depositor to the Underwriters, will be approximately
105.96% of the aggregate Certificate Balance of the Offered Certificates, plus
accrued interest. Each Underwriter may effect such transactions by selling its
Certificates to or through dealers, and such dealers may receive compensation
in the form of underwriting discounts, concessions or commissions from the
Underwriter for whom they act as agent. In connection with the sale of the
Underwritten Certificates, each Underwriter may be deemed to have received
compensation from the Depositor in the form of underwriting compensation. Each
Underwriter and any dealers that participate with such Underwriter in the
distribution of the Underwritten Certificates may be deemed to be underwriters
and any profit on the resale of the Underwritten Certificates positioned by
them may be deemed to be underwriting discounts and commissions under the
Securities Act of 1933, as amended.
S-86
<PAGE>
The Underwriting Agreement provides that the Depositor will indemnify the
Underwriters, and that under limited circumstances the Underwriters will
indemnify the Depositor, against certain civil liabilities under the Securities
Act of 1933, as amended, or contribute to payments to be made in respect
thereof.
There can be no assurance that a secondary market for the Offered
Certificates will develop or, if it does develop, that it will continue. The
primary source of ongoing information available to investors concerning the
Offered Certificates will be the Trustee Reports discussed herein under
"Description of the Certificates--Reports to Certificateholders; Certain
Available Information." Except as described herein under "Description of the
Certificates--Reports to Certificateholders; Certain Available Information,"
there can be no assurance that any additional information regarding the Offered
Certificates will be available through any other source. In addition, the
Depositor is not aware of any source through which price information about the
Offered Certificates will be generally available on an ongoing basis. The
limited nature of such information regarding the Offered Certificates may
adversely affect the liquidity of the Offered Certificates, even if a secondary
market for the Offered Certificates becomes available.
LEGAL MATTERS
Certain legal matters will be passed upon for the Depositor by Orrick,
Herrington & Sutcliffe LLP and for the Underwriters by Brown & Wood LLP.
RATINGS
It is a condition to their issuance that the respective Classes of Offered
Certificates receive the indicated credit ratings from Standard & Poor's
Ratings Services, a Division of the McGraw-Hill Companies ("S&P") and Fitch
IBCA, Inc. ("Fitch" and together with S&P, the "Rating Agencies"):
<TABLE>
<CAPTION>
CLASS S&P FITCH
- ---------------------------- ------ ------
<S> <C> <C>
Class X .................. AAAr AAA
Class A-1 ................ AAA AAA
Class A-2 ................ AAA AAA
Class B .................. AA AA
Class C .................. A A
Class D .................. BBB BBB
Class E .................. BBB- BBB-
</TABLE>
The ratings of the Offered Certificates address the likelihood of the
timely receipt by holders thereof of all payments of interest (other than
Excess Interest) to which they are entitled on each Distribution Date and the
ultimate receipt by holders thereof of all payments of principal to which they
are entitled, if any, by the Distribution Date on May 15, 2033 (the "Rated
Final Distribution Date"). The ratings take into consideration the credit
quality of the Mortgage Asset Pool, structural and legal aspects associated
with the Certificates, and the extent to which the payment stream from the
Mortgage Asset Pool is adequate to make payments of principal and interest
required under the Offered Certificates. The ratings of the Offered
Certificates do not, however, represent any assessments of (i) the likelihood
or frequency of principal prepayments (whether voluntary or involuntary) on the
Mortgage Loans, (ii) the degree to which such prepayments might differ from
those originally anticipated, (iii) whether and to what extent Prepayment
Premiums will be collected in connection with such prepayments or the
corresponding effect on yield to investors, (iv) whether and to what extent
Excess Interest will be collected on any ARD Loan, (v) whether and to what
extent default interest will be collected with respect to the Mortgage Loans or
(vi) the tax treatment of payments on the Offered Certificates. In general, the
ratings thus address credit risk and not prepayment risk.
As described herein, the amounts payable with respect to the Class X
Certificates do not include principal. If all the Mortgage Loans were to prepay
in the initial month, with the result that the Class X Certificates were to
receive only a single month's interest (without regard to any Prepayment
Premiums that may be collected), and thus suffer a nearly complete loss of
their investment, all amounts "due" to such Certificateholders will
nevertheless have been paid, and such result is consistent with the ratings
S-87
<PAGE>
assigned by the Rating Agencies to the Class X Certificates. The ratings of the
Class X Certificates by the Rating Agencies do not address the timing or
magnitude of reductions of the Notional Amount of the Class X Certificates, but
only the obligation to pay interest timely on the Notional Amount of the Class
X Certificates, as such may be reduced from time to time as described herein.
Such ratings do not represent any assessment of the yield to maturity of the
Class X Certificates or the possibility that the Class X Certificateholders
might not fully recover their investment in the event of rapid prepayments of
the Mortgage Loans (including both voluntary and involuntary prepayments). The
Notional Amount upon which interest is calculated in respect of the Class X
Certificates is reduced by the allocation of Realized Losses and prepayments,
whether voluntary or involuntary. The rating does not address the timing or
magnitude of reductions of such Notional Amount, but only the obligation to pay
interest timely on such Notional Amount as so reduced from time to time.
Accordingly, the ratings of the Class X Certificates should be evaluated
independently from similar ratings on other types of securities.
S&P assigns the additional symbol of "r" to highlight classes of
securities that S&P believes may experience high volatility or high variability
in expected returns due to non-credit risks; however, the absence of an "r"
symbol should not be taken as an indication that a class will exhibit no
volatility or variability in total return.
There can be no assurance as to whether any rating agency not requested to
rate the Offered Certificates will nonetheless issue a rating to any Class
thereof and, if so, what such rating would be. A rating assigned to any Class
of Offered Certificates by a rating agency that has not been requested by the
Depositor to do so may be lower than the ratings assigned thereto by any Rating
Agency rating such Class.
The ratings on the Offered Certificates should be evaluated independently
from similar ratings on other types of securities. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision
or withdrawal at any time by the assigning rating agency.
LEGAL INVESTMENT
As of the date of their issuance, any Offered Certificates rated in the
category of "AAA" or "AA" (or the equivalent) by at least one Rating Agency
will constitute "mortgage related securities" for the purposes of the Secondary
Mortgage Market Enhancement Act of 1984, as amended ("SMMEA"). All other
Offered Certificates (the "Non-SMMEA Certificates") will not constitute
"mortgage related securities" for purposes of SMMEA. As a result, the
appropriate characterization of the Non-SMMEA Certificates under various legal
investment restrictions, and thus the ability of investors subject to these
restrictions to purchase the Non-SMMEA Certificates of any Class, may be
subject to significant interpretative uncertainties. In addition, institutions
whose investment activities are subject to review by federal or state
regulatory authorities may be or may become subject to restrictions in certain
forms of mortgage related securities. The Depositor makes no representation as
to the ability of particular investors to purchase the Offered Certificates
under applicable legal investment or other restrictions. All institutions whose
investment activities are subject to legal investment laws and regulations,
regulatory capital requirements or review by regulatory authorities should
consult with their legal advisors in determining whether and to what extent the
Offered Certificates constitute legal investments for them or are subject to
investment capital or other restrictions. See "Legal Investment" in the
Prospectus.
ERISA CONSIDERATIONS
A fiduciary of any employee benefit plan or other retirement plan or
arrangement, including individual retirement accounts and annuities, Keogh
plans and collective investment funds and separate accounts (and, as
applicable, insurance company general accounts) in which such plans, accounts
or arrangements are invested, that is subject to ERISA and/or Section 4975 of
the Code (each, a "Plan") should review with its counsel whether the purchase
or holding of Offered Certificates could give rise to a transaction that is
prohibited or is not otherwise permitted either under ERISA or Section 4975 of
the Code or whether there exists any statutory or administrative exemption
applicable thereto.
The purchase or holding of the Class A and Class X Certificates by, on
behalf of or with "plan assets" of a Plan may qualify for exemptive relief
under the Exemption, as described under "ERISA
S-88
<PAGE>
Considerations--Prohibited Transaction Exemption" in the Prospectus and similar
exemptions granted to each of the Underwriters (see Prohibited Transaction
Exemption "PTE" 89-88, 54 Fed. Reg. 42581 (1989), PTE 90-83, 55 Fed. Reg. 50250
(1990), PTE 94-29, 59 Fed. Reg. 14675 (1994) and D-10433 (unpublished), each as
amended by Prohibited Transaction Exemption 97-34, 62 Fed. Reg. 39021 (1997));
however, the Exemption contains a number of conditions, including the
requirement that any such Plan must be an "accredited investor" as defined in
Rule 501(a)(1) of Regulation D of the Securities and Exchange Commission under
the Securities Act of 1933, as amended. In addition, neither the Exemption nor
any similar exemption issued to the Underwriters will apply to the Class B,
Class C, Class D or Class E Certificates. As a result, each purchaser of a
Class B, Class C, Class D or Class E Certificate or any interest therein will
be deemed to have represented by such purchase that either: (a) such purchaser
is not a Plan and is not purchasing such Certificates by or on behalf of, or
with "plan assets" of, any Plan or (b) the purchase of any such Certificate by
or on behalf of, or with "plan assets" of, any Plan is permissible under
applicable law, will not result in any non-exempt prohibited transaction under
ERISA or Section 4975 of the Code, and will not subject the Depositor, the
Trustee or the Servicer to any obligation in addition to those undertaken in
the Pooling and Servicing Agreement, and the following conditions are met: (i)
the source of funds used to purchase such Certificate is an "insurance company
general account" (as such term is defined in PTCE 95-60) and (ii) the
conditions set forth in Sections I and III of PTCE 95-60 have been satisfied as
of the date of the acquisition of such Certificates. See "ERISA
Considerations--Representation From Investing Plans" in the Prospectus.
Insurance companies contemplating the investment of general account assets
in the Offered Certificates should consult with their legal advisors with
respect to the applicability of Section 401(c) of ERISA, as described under
"ERISA Considerations--Insurance Company General Accounts" in the Prospectus.
The DOL issued proposed regulations under Section 401(c) on December 22, 1997,
but the required final regulations have not been issued as of the date hereof.
Any Plan fiduciary or other person considering whether to purchase an
Offered Certificate on behalf of or with "plan assets" of a Plan should consult
with its counsel regarding the applicability of the fiduciary responsibility
provisions of ERISA and the prohibited transaction provisions of ERISA and
Section 4975 of the Code to such investment and the availability of the
Exemption or any other prohibited transaction exemption in connection
therewith. See "ERISA Considerations" in the Prospectus.
S-89
<PAGE>
INDEX OF SIGNIFICANT DEFINITIONS
<TABLE>
<S> <C>
Accrued Certificate Interest ............ S-62
Additional Trust Fund Expenses .......... S-65
Advances ................................ S-51
Allocated Loan Amount ................... S-33
AMD ..................................... S-35
AMD Borrower ............................ S-35
AMD Lease ............................... S-35
AMD Loan ................................ S-35
AMD Mortgage ............................ S-35
AMD Property ............................ S-35
Appraisal Reduction Amount .............. S-67
ARD Loans ............................... S-31
Assumed Monthly Payment ................. S-63
Available Distribution Amount ........... S-60
Balloon Loan ............................ S-32
Balloon Payment ......................... S-32
Balloon Payment Interest Excess ......... S-51
Balloon Payment Interest Shortfall ...... S-51
Borrower's Sublease Interest ............ S-37
CBE ..................................... S-79
Cedelbank ............................... S-56
Cedelbank Participants .................. S-57
Certificates ............................ S-55
Class ................................... S-55
Class A Certificates .................... S-55
Class X Components ...................... S-59
Clearance Cooperative ................... S-57
Collection Period ....................... S-60
Comparative Financial Status Report S-69
Controlling Class ....................... S-49
Corporate Trust Office .................. S-72
Corrected Mortgage Loan ................. S-47
CPR ..................................... S-74
Credit Lease ............................ S-34
Credit Lease Loans ...................... S-34
Cross-Collateralized Mortgage
Loans ................................... S-30
CSSA Loan File .......................... S-69
Cut-off Date ............................ S-30
Cut-off Date Balance .................... S-30
Defeasance Collateral ................... S-33
Defeasance Option ....................... S-33
Deleted Mortgage Loan ................... S-43
</TABLE>
<TABLE>
<S> <C>
Delinquent Loan Status Report ........... S-68
Delivery Date ........................... S-30
Depositories ............................ S-56
Determination Date ...................... S-60
Discount Rate ........................... S-64
Discount Rate Fraction .................. S-63
Distributable Certificate Interest ...... S-62
Distribution Date ....................... S-60
Due Date ................................ S-31
Enhancement Insurer ..................... S-34
Euroclear ............................... S-56
Euroclear Operator ...................... S-57
Euroclear Participants .................. S-57
Excess Interest ......................... S-31
Extraordinary Prepayment Interest
Shortfall ............................... S-51
Fitch ................................... S-87
Form 8-K ................................ S-46
GMACCM .................................. S-30
Historical Loan Modification Report ..... S-68
Historical Loss Estimate Report ......... S-68
Hudson Valley Mall Borrower ............. S-37
Hudson Valley Mall Loan ................. S-37
Hudson Valley Mall Mortgage ............. S-37
Hudson Valley Mall Property ............. S-37
Initial Pool Balance .................... S-30
Interest Reserve Account ................ S-64
Interest Reserve Loans .................. S-64
Lease Enhancement Policies .............. S-34
Liquidation Fee ......................... S-50
Liquidation Fee Rate .................... S-50
Lockbox Account ......................... S-31
LOP ..................................... S-75
MAI ..................................... S-41
Master Leases ........................... S-37
Master Servicer ......................... S-48
Master Servicing Fee Rate ............... S-51
Maturity Assumptions .................... S-75
Meringoff Borrowers ..................... S-36
Meringoff Leasehold Properties .......... S-37
Meringoff Loan .......................... S-36
Meringoff Mortgage ...................... S-36
Meringoff Properties .................... S-36
</TABLE>
S-90
<PAGE>
<TABLE>
<S> <C>
Modified Mortgage Loan ................... S-67
Monthly Payments ......................... S-31
Monthly Rental Payments .................. S-34
Mortgage ................................. S-30
Mortgage Asset Pool ...................... S-30
Mortgage Asset Seller .................... S-30
Mortgage Loan Purchase
Agreement ................................ S-30
Mortgage Loan Seller ..................... S-30
Mortgage Loans ........................... S-30
Mortgage Note ............................ S-30
Mortgage Rates ........................... S-31
Mortgaged Property ....................... S-30
Net Aggregate Prepayment Interest
Shortfall ................................ S-62
Net Mortgage Rate ........................ S-59
New Regulations .......................... S-85
NOI Adjustment Worksheet ................. S-69
Non-SMMEA Certificates ................... S-88
Offered Certificates ..................... S-55
Operating Statement Analysis ............. S-69
Pass-Through Rate ........................ S-59
Permitted Encumbrances ................... S-44
P&I Advance .............................. S-66
Plan ..................................... S-88
Pooling and Servicing Agreement .......... S-55
Prepayment Interest Excess ............... S-51
Prepayment Interest Shortfall ............ S-51
Prepayment Premium ....................... S-32
Principal Allocation Fraction ............ S-64
Principal Balance Certificates ........... S-58
Principal Distribution Amount ............ S-62
PTE ...................................... S-89
Purchase Price ........................... S-42
Qualifying Substitute Mortgage Loan S-43
Rated Final Distribution Date ............ S-87
Rating Agencies .......................... S-87
Realized Losses .......................... S-65
Record Date .............................. S-60
Reimbursement Rate ....................... S-67
Related Proceeds ......................... S-51
Release Date ............................. S-33
REMIC I .................................. S-84
REMIC II ................................. S-84
</TABLE>
<TABLE>
<S> <C>
REMIC III ................................ S-84
REMIC Regular Certificates ............... S-55
REMIC Residual Certificates .............. S-55
REO Account .............................. S-54
REO Property ............................. S-55
REO Status Report ........................ S-68
REO Tax .................................. S-54
Replacement Mortgage Loan ................ S-43
Replacement Special Servicer ............. S-48
Required Appraisal Loan .................. S-67
Revised Rate ............................. S-31
Rules .................................... S-56
Senior Certificates ...................... S-55
Servicer Watch List ...................... S-69
Servicing Advances ....................... S-51
Servicing Fee ............................ S-49
Servicing Fee Rate ....................... S-49
Servicing Standard ....................... S-47
SMMEA .................................... S-88
SNDAs .................................... S-37
S&P ...................................... S-87
Special Servicer ......................... S-48
Special Servicing Event .................. S-47
Special Servicing Fee .................... S-49
Specially Serviced Mortgage Loan ......... S-47
Stated Principal Balance ................. S-60
Subordinate Certificates; ................ S-55
Substitution Shortfall Amount ............ S-43
Tenant ................................... S-34
Terms and Conditions ..................... S-57
Trust Fund ............................... S-30
Trustee .................................. S-30
Trustee Reports .......................... S-68
Underwriters ............................. S-86
Underwriting Agreement ................... S-86
Underwritten Certificates ................ S-86
Uniprop .................................. S-39
Uniprop Fund II Borrower ................. S-39
Uniprop Fund II Loans .................... S-39
Uniprop Loan Borrower .................... S-39
Uniprop Loans ............................ S-39
Uniprop Properties ....................... S-39
Voting Rights ............................ S-71
</TABLE>
S-91
<PAGE>
<TABLE>
<S> <C>
Weighted Average Net Mortgage
Rate ............................ S-59
Withheld Amounts ................ S-64
Workout Fee ..................... S-49
Workout Fee Rate ................ S-49
YMP ............................. S-75
</TABLE>
<TABLE>
<S> <C>
Zalkind Loan Borrower ........... S-35
Zalkind Loans ................... S-35
Zalkind Properties .............. S-35
Zalkind Tranche B Loans ......... S-36
</TABLE>
S-92
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
ANNEX A
CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS
GENERAL
The schedule and tables appearing in this Annex A set forth certain
information with respect to the Mortgage Loans and Mortgaged Properties. Such
information is presented, where applicable, as of the Cut-off Date for each
Mortgage Loan and the related Mortgaged Properties. The statistics in such
schedule and tables were derived, in many cases, from information and operating
statements furnished by or on behalf of the respective borrowers. Such
information and operating statements were generally unaudited and have not been
independently verified by the Depositor, the Mortgage Loan Seller or the
Underwriters or any of their respective affiliates or any other person. The sum
of the amounts in any column of any of the tables of this Annex A may not equal
the indicated total under such column due to rounding.
Net income for a Mortgaged Property as determined in accordance with
generally accepted accounting principles ("GAAP") would not be the same as the
stated Underwritten Net Cash Flow for such Mortgaged Property as set forth in
the following schedule or tables. In addition, Underwritten Net Cash Flow is
not a substitute for or comparable to operating income as determined in
accordance with GAAP as a measure of the results of a property's operations or
a substitute for cash flows from operating activities determined in accordance
with GAAP as a measure of liquidity. No representation is made as to the future
net cash flow of the Mortgaged Properties, nor is the Underwritten Net Cash
Flow set forth herein with respect to any Mortgaged Property intended to
represent such future net cash flow.
In the schedule and tables set forth in this Annex A, with respect to
Mortgage Loans evidenced by one Mortgage Note, but secured by multiple
Mortgaged Properties, for certain purposes, separate amounts for each such
related Mortgaged Property are shown.
DEFINITIONS
For purposes of the Prospectus Supplement, including the schedule and
tables in this Annex A, the indicated terms shall have the following meanings,
modified accordingly, by reference to the "Certain Loan Payment Terms" below
and footnotes to the schedules that follow:
1. "Underwritten Net Cash Flow", "Underwritten NCF" or "UW NCF" with
respect to any Mortgaged Property, means an estimate of cash flow available for
debt service in a typical year of stable, normal operations. In general, it is
the estimated revenue derived from the use and operation of such Mortgaged
Property less the sum of estimated (a) operating expenses (such as utilities,
administrative expenses, repairs and maintenance, management and franchise fees
and advertising), (b) fixed expenses (such as insurance, real estate taxes and,
if applicable, ground lease payments), (c) with the exception of skilled
nursing, independent/assisted living/congregate care, hospital, multifamily and
hospitality properties, capital expenditures and reserves for capital
expenditures, including tenant improvement costs and leasing commissions, as
applicable, and (d) an allowance for vacancies and losses. Underwritten Net
Cash Flow generally does not reflect interest expense and non-cash items such
as depreciation and amortization. The Underwritten Net Cash Flow for each
Mortgaged Property is calculated on the basis of numerous assumptions and
subjective judgments, which, if ultimately proven erroneous, could cause the
actual net cash flow for such Mortgaged Property to differ materially from the
Underwritten Net Cash Flow set forth herein. Certain such assumptions and
subjective judgements relate to future events, conditions and circumstances,
including future expense levels, the re-leasing of vacant space and the
continued leasing of occupied space, which will be affected by a variety of
complex factors over which none of the Depositor, the Mortgage Loan Seller or
the Servicer have control. In some cases, the Underwritten Net Cash Flow set
forth herein for any Mortgaged Property is higher, and may be materially
higher, than the annual net cash flow for such Mortgaged Property based on
historical operating statements.
In determining Underwritten Net Cash Flow for a Mortgaged Property, the
Mortgage Loan Seller generally relied on rent rolls and/or other generally
unaudited financial information provided by the
A-1
<PAGE>
respective borrowers; in some cases the appraisal and/or local market
information was the primary basis for the determination. From that information,
the Mortgage Loan Seller calculated stabilized estimates of cash flow that took
into consideration historical financial statements (where available), material
changes in the operating position of a Mortgaged Property of which the
applicable Mortgage Loan Seller was aware (e.g., newly signed leases,
expirations of "free rent" periods and market rent and market vacancy data),
and estimated capital expenditures, leasing commission and tenant improvement
reserves. In certain cases, the applicable Mortgage Loan Seller's estimate of
Underwritten Net Cash Flow reflected differences from the information contained
in the operating statements obtained from the respective borrowers (resulting
in either an increase or decrease in the estimate of Underwritten Net Cash Flow
derived therefrom) based upon the Mortgage Loan Seller's own analysis of such
operating statements and the assumptions applied by the respective borrowers in
preparing such statements and information. In certain instances, for example,
property management fees and other expenses may have been taken into account in
the calculation of Underwritten Net Cash Flow even though such expenses may not
have been reflected in actual historic operating statements. In most of those
cases, the information was annualized, with certain adjustments for items
deemed not appropriate to be annualized, before using it as a basis for the
determination of Underwritten Net Cash Flow. No assurance can be given with
respect to the accuracy of the information provided by any borrowers, or the
adequacy of the procedures used by any Mortgage Loan Seller in determining the
presented operating information.
2. "Annual Debt Service" generally means, for any Mortgage Loan 12 times
the Monthly Payment in effect as of the Cut-off Date for such Mortgage Loan or,
for certain Mortgage Loans that pay interest only for a period of time, 12
times the Monthly Payment in effect at the end of such period.
3. "UW NCF DSCR," "Underwritten NCF DSCR," "Debt Service Coverage Ratio"
or "DSCR" means, with respect to any Mortgage Loan, (a) the Underwritten Net
Cash Flow for the Mortgaged Property, divided by (b) the Annual Debt Service
for such Mortgage Loan, assuming for the purposes of this Annex A, in the case
of the Mortgage Loans providing for earn-out reserves (which, if the conditions
for release are not met by a certain date, would be used to partially prepay or
defease the Mortgage Loan), that the principal balance of the Mortgage Loan is
reduced by the amount of the earn-out.
In general, debt service coverage ratios are used by income property
lenders to measure the ratio of (a) cash currently generated by a property that
is available for debt service to (b) required debt service payments. However,
debt service coverage ratios only measure the current, or recent, ability of a
property to service mortgage debt. If a property does not possess a stable
operating expectancy (for instance, if it is subject to material leases that
are scheduled to expire during the loan term and that provide for above-market
rents and/or that may be difficult to replace), a debt service coverage ratio
may not be a reliable indicator of a property's ability to service the mortgage
debt over the entire remaining loan term. The Underwritten NCF DSCRs are
presented herein for illustrative purposes only and, as discussed above, are
limited in their usefulness in assessing the current, or predicting the future,
ability of a Mortgaged Property to generate sufficient cash flow to repay the
related Mortgage Loan. Accordingly, no assurance can be given, and no
representation is made, that the Underwritten NCF DSCRs accurately reflects
that ability. The Underwritten NCF DSCR with respect to the interest-only
Mortgage Loans is based on the payment due after the interest-only period, and
with respect to the step amortization Mortgage Loans is based on the payment
due as of the Cut-off Date.
4. "Appraised Value" means, for any Mortgaged Property, the appraiser's
adjusted value as stated in the most recent third party appraisal available to
the Depositor. In certain cases, the appraiser's adjusted value takes into
account certain repairs or stabilization of operations. In certain cases in
which the appraiser assumed the completion of repairs, such repairs were, in
general, either completed prior to the Delivery Date or the Mortgage Loan
Seller has taken reserves sufficient to complete such repairs. No
representation is made that any such value would approximate either the value
that would be determined in a current appraisal of the related Mortgaged
Property or the amount that would be realized upon a sale.
5. "Cut-off Date Loan-to-Value Ratio," "Loan-to-Value Ratio," "Cut-off
Date LTV," "Current LTV," or "CLTV" means, with respect to any Mortgage Loan,
(a) the Cut-off Date Balance of such Mortgage Loan
A-2
<PAGE>
(generally net of earn-out reserves or additional collateral, if applicable)
divided (b) by the Appraised Value of the Mortgaged Property or Mortgaged
Properties. With respect to certain Mortgage Loans with respect to which
earn-out reserves have been established, Cut-off Date Loan-to-Value Ratio is
shown assuming that such earn-out is not achieved.
6. "Square Feet" or "Sq Ft." means, in the case of a Mortgaged Property
operated as a retail center, office or medical office complex,
industrial/warehouse facility, combination retail office facility or other
special purpose property, the square footage of the net rentable or leasable
area.
7. "Units" means: (i) in the case of a Mortgaged Property operated as
multifamily housing, the number of apartments, regardless of the size of or
number of rooms in such apartment; (ii) in the case of a Mortgaged Property
operated as a skilled nursing or congregate care facility, the number of beds;
(iii) in the case of a Mortgaged Property constituting a manufactured housing
property, the number of pads; and (iv) in the case of a Mortgaged Property
operated as a hospitality property, the number of guest rooms.
8. "Occupancy" means the percentage of Square Feet or Units, as the case
may be, of the Mortgaged Property that was occupied or leased or, in the case
of certain properties, average units so occupied over a specified period, as of
a specified date (identified on this Annex A as the "Occupancy as of Date") or
as specified by the borrower or as derived from the Mortgaged Property's rent
rolls or, with respect to certain skilled nursing, congregate care and assisted
living facilities, census reports, operating statements or appraisals or as
determined by a site inspection of the Mortgaged Property. Information in this
Annex A concerning the "Largest Tenant" is presented as of the same date as of
which the Occupancy Percentage is specified.
9. "Balloon or ARD Balance" means, with respect to any Balloon Loan or ARD
Loan, the principal amount that will be due at maturity or on the Anticipated
Repayment Date for such Balloon Loan or ARD Loan.
10. "Scheduled Maturity Date LTV" or "ARD LTV" means, with respect to any
Balloon Loan or ARD Loan, the Balloon or ARD Balance for such Mortgage Loan
divided by the Appraised Value of the related Mortgaged Property.
11. "Mortgage Rate" means, with respect to any Mortgage Loan, the Mortgage
Rate in effect as of the Cut-off Date for such Mortgage Loan.
12. "Servicing Fee Rate" for each Mortgage Loan is the percentage rate per
annum set forth in Annex A for such Mortgage Loan at which compensation is
payable in respect of the servicing of such Mortgage Loan (which includes the
Master Servicing Fee Rate) and at which compensation is also payable to the
Trustee.
13. "Prepayment Provisions" for each Mortgage Loan are: "Lock," which
means the duration of lockout period; "Defeasance," which means the duration of
any defeasance period; "YM1%," which means the greater of the applicable yield
maintenance charge and one percent of the amount being prepaid at such time; a
stand alone numeral means a flat percentage of the amount being prepaid. The
number following the "/" is the number of payment years for which the related
call protection provision is in effect, exclusive of the maturity date for
calculation purpose only.
14. "Term to Maturity" means, with respect to any Mortgage Loan, the
remaining term, in months, from the Cut-off Date for such Mortgage Loan to the
earlier of the related Maturity Date or Anticipated Repayment Date.
INTEREST ONLY LOANS
Loan Number GMAC1470. The Mortgage Loan requires Monthly Payments of
interest only (calculated using an Actual/360 interest accrual method) from
November 10, 1998 through October 10, 2000. Commencing on November 10, 2000 and
through maturity, Monthly Payments of principal and interest in the amount of
$108,325.03 are required.
A-3
<PAGE>
Loan Number GMAC1580. The Mortgage Loan requires Monthly Payments of
interest only (calculated using an Actual/360 interest accrual method) from
September 10, 1998 through August 10, 2000. Commencing on September 10, 2000,
and through maturity, Monthly Payments of principal and interest in the amount
of $18,619.03 are required.
Loan Number GMAC2070. The Mortgage Loan requires Monthly Payments of
interest only (calculated using an Actual/360 interest accrual method) from
November 10, 1998 through October 10, 2000. Commencing on November 10, 2000 and
through maturity, Monthly Payments of principal and interest in the amount of
$148,024.95 are required.
Loan Number GMAC2090. The Mortgage Loan requires Monthly Payments of
interest only (calculated using an Actual/360 interest accrual method) from
October 10, 1998 through September 10, 2000. Commencing on October 10, 2000 and
through maturity, Monthly Payments of principal and interest in the amount of
$50,558.95 are required.
Loan Number GMAC3180. The Mortgage Loan requires Monthly Payments of
interest only (calculated using an Actual/360 interest accrual method) from
November 10, 1998 through October 10, 2000. Commencing on November 10, 2000 and
through maturity, Monthly Payments of principal and interest in the amount of
$79,228.69 are required.
Loan Number GMAC4420. The Mortgage Loan requires Monthly Payments of
interest only (calculated using a 30/360 interest accrual method) from February
10, 1999 through January 10, 2004. Commencing on February 10, 2004 and through
maturity, Monthly Payments of principal and interest in the amount of
$256,665.66 are required.
STEP AMORTIZATION LOANS
Loan Number GMAC1190. The Mortgage Loan requires Monthly Payments due
beginning December 10, 1998 in the amount of $22,717.36 per month and
continuing at this level through November 10, 2003. Beginning December 10,
2003, and continuing through November 10, 2013, Monthly Payments increase to
$24,613.88.
Loan Number GMAC2710. The Mortgage Loan requires Monthly Payments due
beginning February 10, 1999, in the amount of $17,815.58 per month and
continuing at this level through July 10, 2003. Beginning August 10, 2003,
Monthly Payments increase to $20,185.57 through July 10, 2008. Beginning August
10, 2008, and continuing through July 10, 2013, Monthly Payments increase to
$23,387.70.
Loan Number GMAC3440. The Mortgage Loan requires Monthly Payments due
beginning February 10, 1999, in the amount of $36,723.35 per month and
continuing at this level through January 10, 2009. Beginning February 10, 2009,
and continuing through January 10, 2014, Monthly Payments decrease to
$21,782.56.
Loan Number GMAC3640. The Mortgage Loan requires Monthly Payments due
beginning December 10, 1998 in the amount of $48,701.54 per month and
continuing at this level through November 10, 1999. Beginning December 10,
1999, Monthly Payments increase to $50,213.44 through November 10, 2000.
Beginning December 10, 2000, Monthly Payments increase to $51,809.71 through
November 10, 2001. Beginning December, 10, 2001, Monthly Payments increase to
$53,022.28 through November 10, 2002. Beginning December 10, 2002, Monthly
Payments increase to $55,118.89 through November 10, 2003. Beginning December
10, 2003, Monthly Payments increase to $56,518.00 through November 10, 2004.
Beginning December 10, 2004, Monthly Payments increase to $58,438.99 through
November 10, 2005. Beginning December 10, 2005, Monthly Payments increase to
$59,841.97 through November 10, 2006. Beginning December 10, 2006, and
continuing through November 10, 2008 the Monthly Payments are $62,149.68.
Loan Number GMAC4740. The Mortgage Loan requires Monthly Payments due
beginning January 1, 1999, in the amount of $16,411.70 per month and continuing
at this level through December 1, 1999. Beginning January 1, 2000, Monthly
Payments increase to in accordance with lease payments as shown in Annex A.
A-4
<PAGE>
Loan Number GMAC4750. The Mortgage Loan requires Monthly Payments due
beginning January 1, 1999 in the amount of $16,136.63 per month and continuing
at this level through August 1, 2018. Beginning and ending September 1, 2018,
the Monthly Payments decrease to $5,916.77.
Loan Number GMAC2050. The Mortgage Loan requires Monthly Payments due
beginning January 10, 1999, in the amount of $12,195.11 per month and
continuing at this level through December 10, 2003. Beginning January 10, 2004,
and continuing through December 10, 2010, Monthly Payments increase to
$14,788.22.
EARNOUT AND ADDITIONAL COLLATERAL LOANS
Loan Number GMAC1100. The Mortgage Loan requires $900,000 of the original
loan amount to be reserved in a reserve fund. The amount on reserve will remain
in escrow until the Mortgaged Property satisfies the draw requirements. Based
on the fully funded loan amount the Current LTV is 77.17%.
Loan Number GMAC1110. The Mortgage Loan required $970,000 of the original
loan amount to be reserved in a reserve fund. The amount on reserve has been
disbursed to the Borrower. Based on the fully funded loan amount the Current
LTV and Underwritten NCF DSCR are: CLTV 79.67% and UW NCF DSCR 1.26x.
Loan Number GMAC1280. The Mortgage Loan requires $550,000 of the original
loan amount to be reserved in a reserve fund. The amount on reserve will remain
in escrow until the Mortgaged Property satisfies the draw requirements. Based
on the fully funded loan amount the Current LTV is 74.80%.
Loan Number GMAC1480. The Mortgage Loan requires $350,000 of the original
loan amount to be reserved in a reserve fund. The amount on reserve will remain
in escrow until the Mortgaged Property satisfies the draw requirements. Based
on the fully funded loan amount the Current LTV is 79.33%.
Loan Number GMAC1780. The Mortgage Loan requires a $175,000 letter of
credit in lieu of an earn-out reserve which is eligible to be drawn on or
before August 1, 1999. To the extent that the Mortgaged Property does not
satisfy the draw requirements, the reserve may be used to partially prepay the
Mortgage Loan. Based on the fully funded loan amount the Current LTV and
Underwritten NCF DSCR are: CLTV 41.95% and UW NCF DSCR 0.95x.
Loan Number GMAC1860. The Mortgage Loan requires $400,000 of the original
loan amount to be reserved in a reserve fund. The amount on reserve will remain
in escrow until the Mortgaged Property satisfies the draw requirements. Based
on the fully funded loan amount the Current LTV is 79.75%.
Loan Number GMAC2070. The Mortgage Loan requires a $2,000,000 letter of
credit as additional collateral for the Mortgage Loan. The letter of credit
will be held until the Mortgaged Property satisfies the requirements for
release of the letter of credit. Based on the fully funded loan amount the
Current LTV is 67.02%.
Loan Number GMAC2250. The Mortgage Loan requires a $500,000 letter of
credit in lieu of an earn-out reserve. The letter of credit will be held until
the Mortgaged Property satisfies the requirements for release of the letter of
credit. Based on the fully funded loan amount the Current LTV is 74.14%.
Loan Number GMAC2290. The Mortgage Loan required $100,000 of the original
loan amount to be reserved in a reserve fund. The amount on reserve has been
disbursed to the Borrower. Based on the fully funded loan amount the Current
LTV and Underwritten NCF DSCR are: CLTV 78.22% and UW NCF DSCR 1.15x.
Loan Number GMAC2510. The Mortgage Loan requires $1,450,000 of the
original loan amount to be reserved in a tenant improvement and leasing
commission earn-out reserve fund. The amount on reserve will remain in escrow
until the Mortgaged Property satisfies the draw requirements or a substitute
letter of credit is delivered by the borrower. Based on the fully funded loan
amount the Current LTV and Underwritten NCF DSCR are: CLTV 88.25% and UW NCF
DSCR 0.78x.
Loan Number GMAC2600. The Mortgage Loan required $760,000 of the original
loan amount to be reserved in a reserve fund. The amount on reserve has been
disbursed to the Borrower. Based on the fully funded loan amount, the Current
LTV and Underwritten NCF DSCR are: CLTV 90.95% and UW NCF DSCR 1.21x.
A-5
<PAGE>
Loan Number GMAC2820. The Mortgage Loan required $400,000 of the original
loan amount to be reserved in a reserve fund. The amount on reserve has been
disbursed to the Borrower. Based on the fully funded loan amount the Current
LTV and Underwritten NCF DSCR are: CLTV 79.69%, UW NCF DSCR 1.38x.
Loan Number GMAC3310. The Mortgage Loan requires $2,000,000 of the
original loan amount to be reserved in a reserve fund. The amount on reserve
will remain in escrow until the Mortgaged Property satisfies the draw
requirements. Based on the fully funded loan amount the Current LTV is 76.88%.
Loan Number GMAC3700. The Mortgage Loan requires $1,160,000 of the
original loan amount to be reserved in a reserve fund which is eligible to be
drawn on or before June 16, 1999. To the extent that the Mortgaged Property
does not satisfy the draw requirements, the reserve is required to be used to
partially prepay the Mortgage Loan on or after June 16, 1999. Based on the
fully funded loan amount the Cut-off Date LTV Underwritten NCF DSCR are: CLTV
58.03%, and UW NCF DSCR 1.37x.
Loan Number GMAC3950. The Mortgage Loan requires $400,000 of the original
loan amount to be reserved in a reserve fund which is eligible to be drawn
before November 5, 1999. To the extent that the Mortgaged Property does not
satisfy the draw requirements, the reserve may be used to partially defease the
Mortgage Loan. Based on the fully funded loan amount the Cut-off Date LTV and
Underwritten NCF DSCR are: Cut-off Date LTV 82.19% and UW NCF DSCR 1.30x.
Loan Number GMAC4030. The Mortgage Loan requires $850,000 of the original
loan amount to be reserved in a reserve fund which is eligible to be drawn
before December 14, 2000. To the extent that the Mortgaged Property does not
satisfy the draw requirements, the reserve may be used to partially defease the
Mortgage Loan. Based on the fully funded loan amount the Cut-off Date LTV and
Underwritten NCF DSCR are: Cut-off Date LTV 76.65% and UW NCF DSCR 1.13x.
Loan Number GMAC4140. The Mortgage Loan requires $2,000,000 of the
original loan amount to be reserved in a reserve fund. To the extent that the
Mortgaged Property does not satisfy certain draw requirements with respect to
the Mortgage Loan before December 10, 2001, the reserve may be used to
partially defease the Mortgage Loan. Based on the fully funded loan amount the
Cut-off Date LTV and Underwritten NCF DSCR are: Cut-off Date LTV 79.64% and UW
NCF DSCR 1.07x.
Loan Number GMAC4280. The Mortgage Loan requires $975,000 of the original
loan amount to be reserved in a reserve fund. The amount on reserve will remain
in escrow until the Mortgaged Property satisfies the draw requirements. Based
on the fully funded loan amount the Current LTV is 72.07%.
Loan Number GMAC4300. The Mortgage Loan requires $110,000 of the original
loan amount to be reserved in a reserve fund. The amount on reserve will remain
in escrow until the Mortgaged Property satisfies the draw requirements. Based
on the fully funded loan amount the Current LTV is 75.92%.
Loan Number GMAC4580. The Mortgage Loan requires $1,500,000 of the
original loan amount to be reserved in a reserve fund which is eligible to be
drawn before July 31, 1999. To the extent that the Mortgaged Property does not
satisfy the draw requirements, the reserve may be used to partially defease the
Mortgage Loan. Based on the fully funded loan amount the Cut-off Date LTV and
Underwritten NCF DSCR are: Cut-off Date LTV 86.15% and UW NCF DSCR 1.27x.
Loan Number GMAC4690. The Mortgage Loan requires $4,600,000 of the
original loan amount to be reserved in a reserve fund. The amount on reserve
will remain in escrow until the Mortgaged Property satisfies the draw
requirements and may, in certain circumstances, be used to partially prepay or
defease the Mortgage Loan. In the event of partial prepayment, penalties will
apply. Based on the fully funded loan amount the Current LTV is 73.30%.
A-6
<PAGE>
EARNOUT AND ADDITIONAL COLLATERAL LOANS LTVS AND DSCRS
<TABLE>
<CAPTION>
DISBURSEMENT
DATE, IF NET OF NET OF
CONTROL NO. LOAN NO. CURRENT BALANCE APPLICABLE ORIGINAL LTV EARNOUT LTV ORIGINAL DSCR EARNOUT DSCR
- ------------- ---------- ----------------- ------------- -------------- ------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
39 GMAC1100 $ 7,523,975 77.17% 67.94% 1.17x 1.17x
67 GMAC1110 5,377,609 Disbursed 79.67 65.30 1.26 1.52
68 GMAC1280 5,310,969 74.80 67.06 1.50 1.50
86 GMAC1480 4,283,999 79.33 72.85 1.64 1.64
109 GMAC1780 3,494,260 8/1/99 41.95 39.85 0.95 1.00
78 GMAC1860 4,545,792 79.75 72.73 1.13 1.13
7 GMAC2070 25,500,000 67.02 61.76 1.28 1.28
145 GMAC2250 2,461,361 74.14 59.08 1.41 1.41
218 GMAC2290 1,095,024 Disbursed 78.22 71.07 1.15 1.27
110 GMAC2510 3,485,908 88.25 51.54 0.78 1.33
53 GMAC2600 6,139,117 Disbursed 90.95 79.69 1.21 1.61
128 GMAC2820 2,988,259 Disbursed 79.69 69.02 1.38 1.59
16 GMAC3310 17,337,349 76.88 68.01 1.07 1.07
31 GMAC3700 8,994,747 6/16/99 58.03 50.55 1.37 1.58
134 GMAC3950 2,843,618 11/5/99 82.19 70.62 1.30 1.52
47 GMAC4030 6,745,614 12/14/00 76.65 67.00 1.13 1.29
13 GMAC4140 18,475,855 12/10/01 79.64 71.02 1.07 1.20
100 GMAC4280 3,747,633 72.07 53.32 1.38 1.38
9 GMAC4300 22,452,347 75.92 75.54 1.26 1.26
23 GMAC4580 13,439,862 7/31/99 86.15 76.54 1.27 1.43
3 GMAC4690 58,566,075 73.30 67.54 1.39 1.39
</TABLE>
EXTENSION OPTIONS
Loan Number GMAC2680. The Mortgage Loan permits the borrower to extend the
maturity date to November 10, 2028 provided that no event of default has
occurred, the applicable interest rate is increased by 2.0%, a hard lockbox
under the control of the Servicer is established and excess cash flow after
payment of debt service, operating expenses, capital expenditures and reserves
is be applied to reduce the outstanding principal balance of the Mortgage Loan.
Loan Number GMAC3060. The Mortgage Loan permits the borrower to extend the
maturity date to November 10, 2028 provided that no event of default has
occurred, the applicable interest rate is increased by 2.0%, a hard lockbox
under the control of the Servicer is established and excess cash flow after
payment of debt service, operating expenses, capital expenditures and reserves
is be applied to reduce the outstanding principal balance of the Mortgage Loan.
A-7
<PAGE>
<TABLE>
<CAPTION>
CONTROL LOAN
NUMBER NUMBER PROPERTY NAME PROPERTY TYPE
==============================================================================================================================
<S> <C> <C> <C>
1 GMAC4240 AMD Corporate Headquarters Office
2 GMAC1950 Meringoff & Shidler NY Portfolio
2a GMAC1950-A 12 West 21st Street Office Building Office
2b GMAC1950-B 12-16 West 27th Street Office Building Office
2c GMAC1950-C West 26th Street Office Building Office
2d GMAC1950-D 400 Eighth Avenue Office Building Office
- ------------------------------------------------------------------------------------------------------------------------------
2e GMAC1950-E 401 Park Avenue South Office Building Office
2f GMAC1950-F 462-68 Broadway Office Building Office
2g GMAC1950-G 681 Lexington Office Building Office
2h GMAC1950-H 686 Lexington Office Building Office
2i GMAC1950-I 88 University Place Office Building Office
3 GMAC4690 Hudson Valley Mall Retail
- ------------------------------------------------------------------------------------------------------------------------------
4 GMAC4420 The Mills Building & 333 Pine Street Office
5 GMAC1060 211 W. Fort Street Office
6 GMAC2940 Uniprop Manufactured Housing Comm. Income Fund II
6a GMAC2940-A West Valley Mobile Home Park
6b GMAC2940-B El Adobe Mobile Home Park
6c GMAC2940-C Camelot Manor Mobile Home Park
- ------------------------------------------------------------------------------------------------------------------------------
6d GMAC2940-D Stonegate Mobile Home Park
6e GMAC2940-E Ardmor Village Mobile Home Park
6f GMAC2940-F Dutch Hills Mobile Home Park
7 GMAC2070 Monterra & Chandler's Reach Apartments
7a GMAC2070-A Monterra Apartments Multifamily
- ------------------------------------------------------------------------------------------------------------------------------
7b GMAC2070-B Chandler's Reach Apartments Multifamily
8 GMAC1710 Cendant Corp. Office
9 GMAC4300 Camden at Palmer Ranch Multifamily
10 GMAC4560 Villas at Rancho Del Norte Multifamily
11 GMAC3020 Victoria Woods Apartments Multifamily
- ------------------------------------------------------------------------------------------------------------------------------
12 GMAC4570 Balmoral Village Apartments Multifamily
13 GMAC4140 Schoettler Village Apartments Multifamily
14 GMAC2650 Skyview Living Centers
14a GMAC2650-A Skyview Living Center of Stamford Congregate Care
14b GMAC2650-B Skyview Living Center of Lewisville Congregate Care
- ------------------------------------------------------------------------------------------------------------------------------
14c GMAC2650-C Skyview Living Center of Denton Congregate Care
14d GMAC2650-D Skyview Living Center of Waco Congregate Care
15 GMAC1470 Delta Pointe Apartments Multifamily
16 GMAC3310 Round Hill Square Shopping Center Retail
17 GMAC1160 AmeriPark Assisted Living Facilities
- ------------------------------------------------------------------------------------------------------------------------------
17a GMAC1160-A Sequoia Village Assisted Living Facility
17b GMAC1160-B The Village Assisted Living Facility
17c GMAC1160-C Twin Cities Village Assisted Living Facility
18 GMAC3730 All Space Self Storage
18a GMAC3730-A All Space - Costa Mesa Self-Storage
- ------------------------------------------------------------------------------------------------------------------------------
18b GMAC3730-B All Space - San Marcos Industrial
18c GMAC3730-C All Space - Garden Grove Industrial
18d GMAC3730-D All Space - Huntington Beach Industrial
19 GMAC2500 Robertson Center Office
20 GMAC4160 Hathaway Court Apartments Multifamily
- ------------------------------------------------------------------------------------------------------------------------------
21 GMAC2080 One Montgomery Plaza Office
22 GMAC3980 Windward Concourse Office
23 GMAC4580 Westchester Shopping Center Retail
24 GMAC3180 Arbor Trail Apartments Multifamily
25 GMAC2380 Promenade at Red Cliff Retail
- ------------------------------------------------------------------------------------------------------------------------------
26 GMAC2470 The River Inn Hospitality
27 GMAC1690 Heritage Place Office Tower Office
28 GMAC1360 Colonial Trace & Summerfield Apartments
28a GMAC1360-A Colonial Trace Apartments Multifamily
28b GMAC1360-B Summerfield Apartments Multifamily
- ------------------------------------------------------------------------------------------------------------------------------
29 GMAC3490 Courtyard by Marriott - Irving Hospitality
30 GMAC1600 Foxfire I & II Apartments
30a GMAC1600-A Foxfire I & II Apartments Multifamily
30b GMAC1600-B Spanish Walk Apartments Multifamily
31 GMAC3700 3780-3858 Nostrand Avenue Mixed Use
- ------------------------------------------------------------------------------------------------------------------------------
32 GMAC1350 Colchester Facility RND
33 GMAC2450 The Gardens of Richardson Skilled Nursing Home
34 GMAC4480 Pontiac Place Office
35 GMAC2530 Roseville-Sutter Medical Office Building Office
36 GMAC2720 Staples & Linens 'N Things Retail
- ------------------------------------------------------------------------------------------------------------------------------
37 GMAC1170 Applewood on the Green Apartments Multifamily
38 GMAC2880 Union Foods Industrial Building Industrial
39 GMAC1100 401-415 Santa Monica Boulevard Office
40 GMAC2090 Mountain View Corp. Center Office
41 GMAC3810 Coronado Plaza Mixed Use
- ------------------------------------------------------------------------------------------------------------------------------
42 GMAC3340 Willowbend Apartments Multifamily
43 GMAC2930 Vista Del Sol - Uniprop NCII Mobile Home Park
44 GMAC4070 Alpine Lake Apartments Multifamily
45 GMAC4190 Valley River Court Apartments Multifamily
46 GMAC3150 1347 Partnership Retail
- ------------------------------------------------------------------------------------------------------------------------------
47 GMAC4030 U.S. Justice Building Office
48 GMAC2920 Valley View - Uniprop NCII Mobile Home Park
49 GMAC1530 Hacienda Care II/III, LLC
49a GMAC1530-A Ennis Care Center Skilled Nursing Home
49b GMAC1530-B Community Care Center Skilled Nursing Home
- ------------------------------------------------------------------------------------------------------------------------------
50 GMAC4310 Park Palace Apartments Multifamily
51 GMAC1050 1801 South Clinton Street Industrial
52 GMAC1850 Leisure Village Assisted Living Congregate Care
53 GMAC2600 Sherwood Apartments Multifamily
54 GMAC4680 Hampton Inn - Solon Hospitality
- ------------------------------------------------------------------------------------------------------------------------------
55 GMAC2660 Somerset Business Park Industrial
56 GMAC3100 Westridge Shopping Center Retail
57 GMAC1410 Congress Care Center Skilled Nursing Home
58 GMAC1430 Courtyard by Marriott - Orlando Hospitality
59 GMAC1260 Brittany Acres Apartments Multifamily
- ------------------------------------------------------------------------------------------------------------------------------
60 GMAC1400 Comp USA - Barnes & Noble Retail
61 GMAC2870 Twelve Oaks Townhomes Multifamily
62 GMAC3300 Platinum Properties
62a GMAC3300-A Colonial House Apartments Multifamily
62b GMAC3300-B Cody Apartments Multifamily
- ------------------------------------------------------------------------------------------------------------------------------
62c GMAC3300-C Midvale Manor Apartments Multifamily
62d GMAC3300-D Oak Terrace Apartments Multifamily
62e GMAC3300-E Pebble Creek Apartments Multifamily
63 GMAC4340 Greenbryre Apartments Multifamily
64 GMAC2590 Scott Villa Apartments Multifamily
- ------------------------------------------------------------------------------------------------------------------------------
65 GMAC4170 Kendall Corporate Center Office
66 GMAC1640 Gwinnett Place Business Park Industrial
67 GMAC1110 Madison House Apartments Multifamily
68 GMAC1280 Bryn Mawr Square Retail
69 GMAC3850 Cypress Corporate Center Office
- ------------------------------------------------------------------------------------------------------------------------------
70 GMAC1440 Courtyard by Marriott - Sugarland Hospitality
71 GMAC3210 K-Mart Retail / CTL
72 GMAC2170 NEI Portfolio I- Yorba Linda Center Retail
73 GMAC1450 Cowan Moving and Storage
73a GMAC1450-A Cowan Moving and Storage Industrial
- ------------------------------------------------------------------------------------------------------------------------------
73b GMAC1450-B Cowan Moving and Storage Industrial
73c GMAC1450-C Cowan Moving and Storage Industrial
73d GMAC1450-D Cowan Moving and Storage Industrial
74 GMAC4350 Seasons Chase Apartments Multifamily
75 GMAC2440 Retirement and Nursing Center - Austin, Ltd. Skilled Nursing Home
- ------------------------------------------------------------------------------------------------------------------------------
76 GMAC1740 INS Building Office / CTL
77 GMAC3640 Webster Building Office
78 GMAC1860 Linden West and East Apartments Multifamily
79 GMAC4020 Sherwood Forest Apartments Multifamily
80 GMAC3410 Apria Healthcare Building Industrial
- ------------------------------------------------------------------------------------------------------------------------------
81 GMAC3190 Foxboro & Ashworth Pointe Apartments Multifamily
82 GMAC2830 The Trade Center Office
83 GMAC3200 Candlewood Apartments Multifamily
84 GMAC4330 Pelham Ridge Apartments Multifamily
85 GMAC3110 Willshire Cove Apartments Multifamily
- ------------------------------------------------------------------------------------------------------------------------------
86 GMAC1480 Desert Wind Apartments Multifamily
87 GMAC2370 Promenade at Beach Boulevard Retail
88 GMAC2990 Sunshine Village Mobile Home Park
89 GMAC3560 Kew Gardens Apartments Multifamily
90 GMAC3030 Village on the Green Apartments Multifamily
- ------------------------------------------------------------------------------------------------------------------------------
91 GMAC2550 Sandy Safeway Center Retail
92 GMAC2430 Residence Inn by Marriott - Sugarland Hospitality
93 GMAC3060 Vista Court Apartments Multifamily
94 GMAC1590 Forest Ridge & Vistas Apartments Multifamily
95 GMAC2800 Super 8 Motel Hospitality
- ------------------------------------------------------------------------------------------------------------------------------
96 GMAC3140 110-114 Delancey Street Retail
97 GMAC2230 Orangeburg Nursing Home Skilled Nursing Home
98 GMAC1730 Hycor Biomedical - Control Income Properties I Industrial
99 GMAC1020 149-155 Weldon Parkway Office/Warehouse Buildings Industrial
100 GMAC4280 Highland Industrial Building Industrial
- ------------------------------------------------------------------------------------------------------------------------------
101 GMAC1190 Barnes & Noble Bookstore Retail
102 GMAC2610 Sherwood Village Apartments Multifamily
103 GMAC3440 Camino de la Reina Offices Office
104 GMAC4080 Bonaventure & La Residencia Apartments Multifamily
105 GMAC2910 Swan Meadow Village - Uniprop NCII Mobile Home Park
- ------------------------------------------------------------------------------------------------------------------------------
106 GMAC3940 KMart/Winn Dixie Shopping Center Retail
107 GMAC2651 Skyview Living Center of SA Congregate Care
108 GMAC3760 Avery Center Retail
109 GMAC1780 Koll Limited Edition Leased Land
110 GMAC2510 The Roosevelt Multifamily
- ------------------------------------------------------------------------------------------------------------------------------
111 GMAC1380 Comfort Suites - Highlands Ranch Hospitality
112 GMAC2190 North River Business Center Office
113 GMAC1420 Copper Croft Apartments Multifamily
114 GMAC4200 Victorian Square Apartments Multifamily
115 GMAC1910 Mandarin Emporium Shopping Center Retail
- ------------------------------------------------------------------------------------------------------------------------------
116 GMAC3320 Whisperwood Apartments Multifamily
117 GMAC1070 222 New Road Industrial
118 GMAC1790 La Posada Del Rey Apartments Multifamily
119 GMAC2300 Peachtree Executive Office Park Office
120 GMAC2560 Sanford Home for Adults Congregate Care
- ------------------------------------------------------------------------------------------------------------------------------
121 GMAC1090 Voltarc Technologies Industrial Bldg. Industrial
122 GMAC3010 Valleyfield Apartments Multifamily
123 GMAC3710 5801 14th Avenue & 273 Avenue P
123a GMAC3710-A 273 Avenue P Apartments Multifamily
123b GMAC3710-B Pershing Arms Apartments Multifamily
- ------------------------------------------------------------------------------------------------------------------------------
124 GMAC3170 41-43 39th Place Apartments Multifamily
125 GMAC2840 Town Hall Shoppes Retail
126 GMAC1340 Claremont Corporate Center II Office
127 GMAC2640 Simms Building Office
128 GMAC2820 Terra Villa Apartments Multifamily
- ------------------------------------------------------------------------------------------------------------------------------
129 GMAC2460 Rite Aid - Fremont Retail / CTL
130 GMAC2580 Schwartz Portfolio
130a GMAC2580-A Bell Towers Retail
130b GMAC2580-B Christopher Center Retail
130c GMAC2580-C Mantra Center Retail
- ------------------------------------------------------------------------------------------------------------------------------
130d GMAC2580-D Coventry Square Retail
131 GMAC3670 Casa Real Apartments Multifamily
132 GMAC2480 River Ten Apartments Multifamily
133 GMAC1580 Fernwood Apartments Multifamily
134 GMAC3950 Marina Lakes Office Building Office
- ------------------------------------------------------------------------------------------------------------------------------
135 GMAC1130 778 Long Ridge Road Medical Office Building Office
136 GMAC1180 Audubon Manor Apartments Multifamily
137 GMAC1230 Sabal Ridge Shopping Center Retail
138 GMAC2340 Perkins Center Retail
139 GMAC2900 River Walk - Uniprop NCII Mobile Home Park
- ------------------------------------------------------------------------------------------------------------------------------
140 GMAC1540 Eustis Plaza Retail
141 GMAC1030 1516 Baylis Street Industrial
142 GMAC2400 Rancho Mill Apartments Multifamily
143 GMAC3590 Ridgewood Heights Apartments Multifamily
144 GMAC1570 Fairfield Inn by Marriott Hospitality
- ------------------------------------------------------------------------------------------------------------------------------
145 GMAC2250 Pacific Care Center Skilled Nursing Home
146 GMAC2790 Sugar Creek Apartments Multifamily
147 GMAC1370 Comfort Inn - Stafford, VA Hospitality
148 GMAC3500 San Souci Apartments & Esquire House Apartments
148a GMAC3500-A Esquire House Apartments Multifamily
- ------------------------------------------------------------------------------------------------------------------------------
148b GMAC3500-B San Souci Apartments Multifamily
149 GMAC1460 Crystalaire Mobile Home Park Mobile Home Park
150 GMAC2280 Parkview Apartments Multifamily
151 GMAC2670 Spring Plaza Office Center Office
152 GMAC1240 Briarwood Apartments Multifamily
- ------------------------------------------------------------------------------------------------------------------------------
153 GMAC1510 Eastlake Apartments Multifamily
154 GMAC2310 Peachtree Northeast Business Park Industrial
155 GMAC2210 Oakdale Manor Cooperative Apartments Multifamily
156 GMAC2710 Staples Plaza Retail / CTL
157 GMAC1220 Bayshore Manor Office and Apartments Multifamily
- ------------------------------------------------------------------------------------------------------------------------------
158 GMAC2410 Redmond Retirement Manor Congregate Care
159 GMAC2890 Mill Run - Uniprop NCII Mobile Home Park
160 GMAC2680 Spruce Pointe Apartments Multifamily
161 GMAC3570 Market Place Shopping Center Retail
162 GMAC1700 Heritage Square Shopping Center Retail
- ------------------------------------------------------------------------------------------------------------------------------
163 GMAC4740 Eckerd's Clarksville Retail / CTL
164 GMAC1500 Drewbar Apartments Multifamily
165 GMAC1930 The Meadows Apartments Multifamily
166 GMAC1720 Holly Park Apartments Multifamily
167 GMAC2760 Stor-All Self Storage - Marietta Self-Storage
- ------------------------------------------------------------------------------------------------------------------------------
168 GMAC3220 Mission Garden Apartments Multifamily
169 GMAC1760 Karrington Care Center Skilled Nursing Home
170 GMAC1390 Commerce Corner Shopping Center Retail
171 GMAC3930 Harrison Place Apartments Multifamily
172 GMAC4750 Eckerd's Shelbyville Retail / CTL
- ------------------------------------------------------------------------------------------------------------------------------
173 GMAC4630 Heritage House Apartments Multifamily
174 GMAC1140 880 River Avenue Office
175 GMAC2200 Northwood Apartments Multifamily
176 GMAC2700 St. Paul Building Office
177 GMAC2850 Travelodge Hotel Hospitality
- ------------------------------------------------------------------------------------------------------------------------------
178 GMAC1920 Martindale Court Mobile Home Park
179 GMAC1270 Brittany Apartments Multifamily
180 GMAC2860 Tutor Time & Burger King
180a GMAC2860-A Tutor Time Child Care Facility Special Purpose
180b GMAC2860-B Burger King Retail
- ------------------------------------------------------------------------------------------------------------------------------
181 GMAC1210 Best Western Battlefield Inn Hospitality
182 GMAC3070 Walgreens-San Marcos Retail / CTL
183 GMAC1650 Eckerd Drug Store Retail
184 GMAC1330 Claremont Corporate Center I Office
185 GMAC2490 RiverQuick Apartments Multifamily
- ------------------------------------------------------------------------------------------------------------------------------
186 GMAC2150 NEI Portfolio I - Frontage Rd Industrial
187 GMAC1010 111 Northfield Avenue Office Office
188 GMAC1900 Maison Terrebonne Apartments Multifamily
189 GMAC1520 Eckerd Drug Store - Lithonia Retail / CTL
190 GMAC3690 360-370 East 31st Street Multifamily
- ------------------------------------------------------------------------------------------------------------------------------
191 GMAC1890 Main Line Professional Center Office
192 GMAC3420 ATC Building Office
193 GMAC3920 Halliburton Center Retail
194 GMAC2780 Stratford Commons Apartments Multifamily
195 GMAC2420 Redwood Village Assisted Living Assisted Living Facility
- ------------------------------------------------------------------------------------------------------------------------------
196 GMAC2770 Stor All Self Storage - Tucker Self-Storage
197 GMAC1660 Eckerd Drug Store Retail
198 GMAC1040 15th Street Industrial Industrial
199 GMAC1770 Kester Avenue Apartments Multifamily
200 GMAC3650 Murfreesboro Nursing Center Skilled Nursing Home
- ------------------------------------------------------------------------------------------------------------------------------
201 GMAC1810 Lakewood Apartments Multifamily
202 GMAC1670 Eckerd Drug Store Retail
203 GMAC1820 Lakewood Park Apartments Multifamily
204 GMAC2050 Merrill Lynch Building Office / CTL
205 GMAC3780 Centennial Place Apartments Multifamily
- ------------------------------------------------------------------------------------------------------------------------------
206 GMAC4410 Mercedes Plaza Shopping Center Retail
207 GMAC2350 Perkiomen Apartments Multifamily
208 GMAC1560 Fairfield Apartments Multifamily
209 GMAC2810 Tally Ho Apartments Multifamily
210 GMAC1290 Californian Apartments Multifamily
- ------------------------------------------------------------------------------------------------------------------------------
211 GMAC2740 Stor-All Self Storage - Dunwoody Self-Storage
212 GMAC1750 Jernee Mill Plaza Retail
213 GMAC1300 Cambridge Hills Assisted Living Center Assisted Living Facility
214 GMAC3090 Westlake Village Professional Office
215 GMAC1680 Office Max Retail Store Retail
- ------------------------------------------------------------------------------------------------------------------------------
216 GMAC2750 Stor All Self Storage-Lake Worth Self-Storage
217 GMAC2330 PEP Boys Retail
218 GMAC2290 Parkview Garden Apartments Multifamily
219 GMAC1250 Bridgestone - Firestone Retail / CTL
220 GMAC3130 Winterhaven Apartments Multifamily
- ------------------------------------------------------------------------------------------------------------------------------
221 GMAC2730 Decatur Stor - All Self-Storage
222 GMAC2160 NEI Portfolio I - Roberts Street Office Bldg. Office
223 GMAC1320 Chief Auto Shopping Center Retail
224 GMAC4780 Lakeway Apartments Multifamily
225 GMAC2130 NEI Portfolio I - Congress Office
- ------------------------------------------------------------------------------------------------------------------------------
226 GMAC2120 NEI Portfolio I - Prospect Apartments Multifamily
227 GMAC2110 NEI Portfolio I - 27 Imlay Street Multifamily
228 GMAC2140 NEI Portfolio I - Farmington Multifamily
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ZIP
ADDRESS CITY STATE CODE
==================================================================================================================================
<S> <C> <C> <C>
One AMD Place Sunnyvale California 94088
12-14 West 21st Street New York New York 10022
12-16 West 27th Street New York New York 10001
30-34 West 26th Street New York New York 10010
400 Eighth Avenue New York New York 10010
- ----------------------------------------------------------------------------------------------------------------------------------
401 Park Avenue South New York New York 10012
462-68 Broadway New York New York 10022
681-685 Lexington Avenue New York New York 10022
686-688 Lexington Avenue New York New York 10022
88 University Place New York New York 10010
1300 Ulster Avenue Ulster New York 12487
- ----------------------------------------------------------------------------------------------------------------------------------
220 Montgomery Street and 333 Pine Street San Francisco California 94104
211 W. Fort Street Detroit Michigan 48224
6300 West Tropicana Avenue Las Vegas Nevada 89103
825 North Lamb Blvd. Las Vegas Nevada 89110
170 Camelot Boulevard S.W. Grand Rapids Michigan 49548
- ----------------------------------------------------------------------------------------------------------------------------------
2700 Eaton Rapids Road Lansing Michigan 48911
20990 Cedar Avenue Lakeville Minnesota 55044
16400 Upton Road East Lansing Michigan 48823
7205-7295 Charmant Drive San Diego California 92112
- ----------------------------------------------------------------------------------------------------------------------------------
4250 West Lake Sammamish Parkway Northeast Redmond Washington 98052
40 Apple Ridge Road Danbury Connecticut 06810
4012 Crockers Lake Boulevard Sarasota Florida 34238
370 Casa Norte Drive North Las Vegas Nevada 89031
18600 Colima Road Rowland Heights California 91748
- ----------------------------------------------------------------------------------------------------------------------------------
450 South Peachtree Parkway Peachtree City Georgia 30269
15480 Elk Ridge Lane Chesterfield Missouri 63017
1101 Columbia Street Stamford Texas 79553
1680 South Edmonds Lane Lewisville Texas 75067
- ----------------------------------------------------------------------------------------------------------------------------------
1519 Scripture Street Denton Texas 76201
1916 Seley Street Waco Texas 76705
1560 Waterwheel Drive Sacramento California 95833
212 Elks Point Road Round Hill Nevada 89448
- ----------------------------------------------------------------------------------------------------------------------------------
825 Lilly Road N.E. Olympia Washington 98506
4707 South Orchard Street Tacoma Washington 98466
2010 Cooks Hill Road Centralia Washington 98531
1535 Newport Boulevard, Costa Mesa California 92627
- ----------------------------------------------------------------------------------------------------------------------------------
1410-1450 Grand Avenue San Marcos California 92069
11382 Trask Avenue Garden Grove California 92643
8570 Hamilton Avenue Huntington Beach California 92646
200-250 N. Robertson Boulevard Beverly Hills California 90211
29501 SW Meadows Loop Road Wilsonville Oregon 97070
- ----------------------------------------------------------------------------------------------------------------------------------
425 Swede Street Norristown Borough Pennsylvania 19401
1355 Windward Concourse Alpharetta Georgia 30005
8571 Coral Way Miami Florida 33155
119 East Sycamore Drive Park Forest Illinois 60466
250 North Red Cliffs Drive St. George Utah 89770
- ----------------------------------------------------------------------------------------------------------------------------------
924 25th Street NW, Washington District of Columbia 20037
1515 5th Avenue Moline Illinois 61265
3800 North Texas Drive New Orleans Louisiana 70114
1500 Lorene Drive Harvey Louisiana 70058
- ----------------------------------------------------------------------------------------------------------------------------------
4949 Regent Boulevard Irving Texas 75063
4110 & 4380 Morning Sun Avenue Colorado Springs Colorado 80918
4315-4331 North Chestnut Street Colorado Springs Colorado 80907
3780-3858 Nostrand Avenue Brooklyn New York 11235
- ----------------------------------------------------------------------------------------------------------------------------------
55 South Park Drive Colchester Vermont 05402
1111 West Shore Drive Richardson Texas 75080
140 South Saginaw Street Pontiac Michigan 48342
2 Medical Plaza Drive Roseville California 95661
6022-6042 State Street Murray Utah 84107
- ----------------------------------------------------------------------------------------------------------------------------------
9670 Berry Plaza Omaha Nebraska 68127
14522-14524 Myford Road Irvine California 92602
401-415 Santa Monica Boulevard Santa Monica California 90404
9700 North 91st Street Scottsdale Arizona 85258
1300-1330 Orange Avenue Coronado California 92118
- ----------------------------------------------------------------------------------------------------------------------------------
14243 Willowbend Park Chesterfield Missouri 63017
4501 Blake Road SW Albuquerque New Mexico 87121
665 North Alpine Lake Drive Jackson Michigan 49203
4300 Goodpasture Loop Road Eugene Oregon 97401
1351 Fourth Street Santa Monica California 90401
- ----------------------------------------------------------------------------------------------------------------------------------
155 South Miami Street Miami Florida 33130
1201 West Thornton Parkway Thornton Colorado 80221
1200 South Hall Street Ennis Texas 75119
2001 Avenue E Hondo Texas 78861
- ----------------------------------------------------------------------------------------------------------------------------------
5400 Park Avenue Memphis Tennessee 38119
1801 South Clinton Street Baltimore Maryland 21224
31720 Van Born Road Wayne Michigan 48184
2009 Sherwood Drive Council Bluff Iowa 51503
6035 Enterprise Parkway Solon Ohio 44139
- ----------------------------------------------------------------------------------------------------------------------------------
7825-7901 Somerset Blvd. & 14905-15001 Paramount Blvd. Paramount California 90723
20900-20934 Roscoe Boulevard Canoga Park California 91304
901 South Austin Boulevard Chicago Illinois 60644
12000 Collegiate Way Orlando Florida 32817
4015 Brittany Circle Bridgeton Missouri 63044
- ----------------------------------------------------------------------------------------------------------------------------------
4001 California Avenue Bakersfield California 93309
23399 Haggarty Road Novi Michigan 48375
1111 42nd Avenue East Moline Illinois 61244
1450 18th Avenue Rock Island Illinois 61201
- ----------------------------------------------------------------------------------------------------------------------------------
3800-3850 25th Street Moline Illinois 61265
1103 25th Street Rock Island Illinois 61201
540-859 11th Aveune A Court Silvis Illinois 61282
3541 Spanish Quarter Circle Charlotte North Carolina 28205
1555-1559 Scott Road Burbank California 91504
- ----------------------------------------------------------------------------------------------------------------------------------
12515 North Kendall Drive Miami Florida 33183
3741, 3751, 3761 Venture Drive Duluth Georgia 30069
501-515 First Street Hoboken New Jersey 07030
763 W. Lancaster Avenue Bryn Mawr Pennsylvania 19010
800 West Cypress Creek Road Fort Lauderdale Florida 33309
- ----------------------------------------------------------------------------------------------------------------------------------
12655 Southwest Freeway Stafford Texas 77477
400 Campbellsville Highway Campbellsville Kentucky 42718
1205-1290 & 1396 E. Yorba Linda Blvd. Placentia California 92870
3201 & 3235 N. El Paso Street Colorado Springs Colorado 80907
- ----------------------------------------------------------------------------------------------------------------------------------
3110, 3111, 3114 North Stone Avenue Colorado Springs Colorado 80907
4125 & 4150 Elati Street & 2590 31st Street Denver Colorado 80211
2025 Sharp Point Drive Fort Collins Colorado 80525
1606 Pinecroft Road Greensboro North Carolina 27407
6909 Burnet Lane Austin Texas 78757
- ----------------------------------------------------------------------------------------------------------------------------------
5550 West Cypress Street Tampa Florida 33607
1300 First Street, NE Washington District of Columbia 20002
1203,1205,1207 & 1209 West 2nd Ave. & 1203 1st Ave. Indianola Iowa 50125
1000 Blythwood Place Davenport Iowa 52804
40 Sebethe Drive Cromwell Connecticut 06416
- ----------------------------------------------------------------------------------------------------------------------------------
5699 Vista Drive and 1105 Prairie View West Des Moines Iowa 50266
300-400 Brookes Drive Hazelwood Missouri 63042
1020 West Casino Road Everett Washington 98204
260 Pelham Road Greenville South Carolina 29615
19800 50th Avenue West Lynnwood Washington 98036
- ----------------------------------------------------------------------------------------------------------------------------------
4140-4141 West McDowell Road Phoenix Arizona 85009
8595 Beach Boulevard Jacksonville Florida 32216
13453 S.W. 5th Street Davie Florida 33325
153-40 78th Rd., 153-21 79th Ave., 78-38 Parsons Blvd. Queens New York 11367
500 East Main Street Tuckertown New Jersey 08087
- ----------------------------------------------------------------------------------------------------------------------------------
37601 SE Highway 26 Sandy Oregon 97055
12703 Southwest Freeway Stafford Texas 77477
5515 Vista Drive West Des Moines Iowa 50266
2500 Pomeroy Road and 2400 Elvans Road Washington District of Columbia 20020
2323 South Mission Street Mount Pleasant Michigan 48858
- ----------------------------------------------------------------------------------------------------------------------------------
110-114 Delancey Street New York New York 10002
755 Whitman Street Orangeburg South Carolina 29115
7272 Chapman Avenue Garden Grove California 92841
149-155 Weldon Parkway Maryland Heights Missouri 63043
1220 North Highland Avenue Los Angeles California 90038
- ----------------------------------------------------------------------------------------------------------------------------------
3245 Washtenaw Avenue Ann Arbor Michigan 48104
22085-22331 Libby Road Bedford Heights Ohio 44146
123 Camino de la Reina San Diego California 92108
2454 Price Rd. & 2313 Shidler Dr. Brownsville Texas 78521
687 Royal Coachman Boulevad Dillon Colorado 80435
- ----------------------------------------------------------------------------------------------------------------------------------
115-133 South Airline Highway Gonzales Louisiana 70737
4703 Goldfield Drive San Antonio Texas 78218
26241-26281 Avery Parkway Mission Viejo California 92692
Teller Ave., Birch St., Von Karman Ave., & Campus Dr. Newport Beach California 92660
200 First Avenue, NE Cedar Rapids Iowa 52401
- ----------------------------------------------------------------------------------------------------------------------------------
7060 East County Line Road Littleton Colorado 80126
2070 Northbrook Boulevard North Charleston South Carolina 29406
4333 Electric Road Roanoke Virginia 24014
1831 John Arden Drive Waxahachie Texas 75165
10501-10503 San Jose Boulevard Jacksonville Florida 32257
- ----------------------------------------------------------------------------------------------------------------------------------
3602 Brookridge Terrace Harrisburg Pennsylvania 17109
222 New Road Parsippany New Jersey 07054
3135 Roosevelt Drive San Antonio Texas 78214
7094 Peachtree Industrial Boulevard Norcross Georgia 30071
140-40 Sanford Avenue Flushing New York 11355
- ----------------------------------------------------------------------------------------------------------------------------------
400 Captain Neville Drive Waterbury Connecticut 06705
19955 and 19655 Rockside Road Bedford Ohio 44146
273 Avenue P Brooklyn New York 11219
5801 14th Avenue Brooklyn New York 11219
- ----------------------------------------------------------------------------------------------------------------------------------
41-43 39th Place Sunnyside New York 11104
990 Cedar Bridge Avenue Brick Township New Jersey 08723
1200 Veterans Memorial Parkway Hauppauge New York 11788
400 Gold Avenue, S.W. Albuquerque New Mexico 87102
4730 N. 19th Avenue Phoenix Arizona 85015
- ----------------------------------------------------------------------------------------------------------------------------------
3909 Decoto Road (Corner of Decoto and Fremont) Fremont California 94555
489-499 South Federal Highway Boca Raton Florida 33432
4301-4351 North Federal Highway Boca Raton Florida 33431
23133 Sandalfoot Plaza Drive Boca Raton Florida 33428
- ----------------------------------------------------------------------------------------------------------------------------------
6599 North Federal Highway Boca Raton Florida 33487
17400 Burbank Boulevard Encino California 91316
10480 Klein Road Gulfport Mississippi 39503
301 Seacrest Drive Largo Florida 34691
4960 S. W. 72nd Avenue Miami Florida 33155
- ----------------------------------------------------------------------------------------------------------------------------------
778 Long Ridge Road Stamford Connecticut 06902
210 N. Everhart Street West Chester Pennsylvania 19380
33821 US Highway 19 North Palm Harbor Florida 33684
6033 West Bell Road Glendale Arizona 85308
5112 River Walk Drive Raleigh North Carolina 27616
- ----------------------------------------------------------------------------------------------------------------------------------
400 Plaza Drive Eustis Florida 32726
1516 South Baylis Street Baltimore Maryland 21224
2192 Rancho Avenue Colton California 92324
3102 South 68th Plaza Omaha Nebraska 68106
7056 E. County Line Road Highlands Ranch Colorado 80126
- ----------------------------------------------------------------------------------------------------------------------------------
3035 Cherry Street Hoquiam Washington 98550
2550 South Oliver Street Wichita Kansas 67210
20 Salisbury Drive Stafford Virginia 22554
1840-1850 NE 186th Street North Miami Beach Florida 33179
- ----------------------------------------------------------------------------------------------------------------------------------
1745 Sans Souci Boulevard North Miami Florida 33181
2370 Farman Street North Enumclaw Washington 98002
500 & 600 Kiwanis Avenue Sioux Falls South Dakota 57104
3355 Spring Mountain Road Las Vegas Nevada 89102
3450 West Missouri Avenue Phoenix Arizona 85017
- ----------------------------------------------------------------------------------------------------------------------------------
1420 Lake Boulevard Davis California 95616
6760 Jimmy Carter Boulevard Norcross Georgia 30071
5 Oakdale Manor Suffern New York 10901
6980 Grant Avenue Sennett New York 13021
4807 Bayshore Boulevard Tampa Florida 33611
- ----------------------------------------------------------------------------------------------------------------------------------
7480 W. Lake Sammamish Parkway NE Redmond Washington 98052
8304 Arbor Gate Road Garner North Carolina 27529
SWC of 9th Street NW/10th Avenue NW Altoona Iowa 50009
10885 Lincoln Trail Highway Fairview Heights Illinois 62208
1000 North Collier Blvd Marco Island Florida 33145
- ----------------------------------------------------------------------------------------------------------------------------------
1495 Madison Street Clarksville Tennessee 37040
43-45 West 86th Street New York New York 10024
51 Hopmeadow Street Simsbury Connecticut 06070
9710 Military Parkway Dallas Texas 75227
4365 Johnson Ferry Place N.E. Marietta Georgia 30068
- ----------------------------------------------------------------------------------------------------------------------------------
4246 West Osborn Road Phoenix Arizona 85019
12441 SE Stark Street Portland Oregon 97233
5960-6020 West Spring Mountain Rd. Las Vegas Nevada 89102
240-258 East Main Street Meriden Connecticut 06450
100 Madison Street Shelbyville Tennessee 37160
- ----------------------------------------------------------------------------------------------------------------------------------
504 Kemp Boulevard Wichita Falls Texas 76301
880 River Avenue Bronx New York 10452
607 47th St SE & 608 46th St SE Everett Washington 98203
125 St. Paul's Boulevard Norfolk Virginia 23510
1917 Bladensburg Road, N.E. Washington District of Columbia 20002
- ----------------------------------------------------------------------------------------------------------------------------------
Old Route 146 Halfmoon New York 12065
1587 Briarfield Road Hampton Virginia 23666
1550 Bristol Street North Newport Beach California 92660
120 West Valley Boulevard Rialto California 92376
- ----------------------------------------------------------------------------------------------------------------------------------
10820 Balls Ford Road Manassas Virginia 20109
329 East Hopkins Street San Marcos Texas 78666
7079 Brewerton Rd. & 5717 Caughdenoy Rd. Cicero New York 13039
1300 Veterans Memorial Highway Hauppauge New York 11788
63 - 71 Letchworth Avenue Yardley Pennsylvania 19067
- ----------------------------------------------------------------------------------------------------------------------------------
772 West Frontage Road Nogales Arizona 85621
111 Northfield Avenue West Orange New Jersey 07052
100 Chateau Drive Houma Louisiana 70363
1800 Panola Road Lithonia Georgia 30058
360-370 East 31st Street Brooklyn New York 11226
- ----------------------------------------------------------------------------------------------------------------------------------
1104 U.S. Route 130 Cinnaminson New Jersey 08077
1300 Williams Drive Marietta Georgia 30062
15902-15946 Halliburton Road Hacienda Heights California 91745
123, 163, & 183 W. Powers Circle Littleton Colorado 80120
5400 Stine Road Bakersfield California 93313
- ----------------------------------------------------------------------------------------------------------------------------------
1750 Montreal Circle Tucker Georgia 30084
NEC Bluewater Boulevard and Highway 20 Niceville Florida 32578
2079 15th Street Los Angeles California 90021
4620 Kester Avenue Sherman Oaks California 91403
110 West 13th Street Murfreesboro Arkansas 71958
- ----------------------------------------------------------------------------------------------------------------------------------
121 Lakewood Drive Luling Louisiana 70070
9975 Lake Underhill Drive Orlando Florida 32825
5800-6300 Melody Lane Miami Township Ohio 45150
1403 Broadway Hewlett New York 11557
901 7th Avenue SE Altoona Iowa 50009
- ----------------------------------------------------------------------------------------------------------------------------------
425 2nd Street Mercedes Texas 78750
208 Dotts Street Pennsburg Pennsylvania 18073
1800 & 1818 Larpenteur Avenue Falcon Heights Minnesota 55109
300,304,308 S. Lowell Ave. & 301,305,309 S.Conklin Ave. Sioux Falls South Dakota 57103
3807 North 30th Street Phoenix Arizona 85016
- ----------------------------------------------------------------------------------------------------------------------------------
4340 Dunwoody Park South Dunwoody Georgia 30338
4500 Bordentown Ave.-Amboy Turnpike Sayreville New Jersey 08872
2603 and 2607 Mt. Vernon Avenue Bakersfield California 93306
3390 Auto Mall Drive Thousand Oaks California 91362
261 West Canfield Avenue Coeur d'Alene Idaho 83814
- ----------------------------------------------------------------------------------------------------------------------------------
6351 Lake Worth Road Green Acres Florida 33463
8205 East Santa Ana Canyon Road Anaheim Hills California 92808
935 South Green Road South Euclid Ohio 44121
3601 William Cannon Drive North Austin Texas 78749
12630 Nettles Drive Newport News Virginia 23606
- ----------------------------------------------------------------------------------------------------------------------------------
1504 Austin Drive Decatur Georgia 30032
290 Roberts Street East Hartford Connecticut 06108
8350 East Garvey Avenue Rosemead California 91770
6011 Interstate 30 Greenville Texas 75402
1756 North Congress Avenue West Palm Beach Florida 33409
- ----------------------------------------------------------------------------------------------------------------------------------
100 Prospect Avenue Hartford Connecticut 06106
27 Imlay Street Hartford Connecticut 06106
843 Farmington Avenue West Hartford Connecticut 06119
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CROSS - % OF AGGREGATE CUMULATIVE
COLLATERALIZED RELATED ORIGINAL CUT-OFF DATE INITIAL % OF INITIAL MORTGAGE
GROUPS GROUPS BALANCE ($) BALANCE ($) POOL BALANCE POOL BALANCE RATE (%)
=========================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
- - 68,250,000 68,211,566 5.11 5.11 7.780
- - 62,950,000 62,804,289 4.71 9.82 6.950
- - - - - - -
- - - - - - -
- - - - - - -
- - - - - - -
- -------------------------------------------------------------------------------------------------------------------------
- - - - - - -
- - - - - - -
- - - - - - -
- - - - - - -
- - - - - - -
- - 58,600,000 58,566,075 4.39 14.21 7.680
- -------------------------------------------------------------------------------------------------------------------------
- - 36,000,000 36,000,000 2.70 16.91 7.700
- - 32,000,000 31,874,231 2.39 19.29 6.970
Group A Group 1 25,710,000 25,595,401 1.92 21.21 6.370
- - - - - - -
- - - - - - -
- - - - - - -
- -------------------------------------------------------------------------------------------------------------------------
- - - - - - -
- - - - - - -
- - - - - - -
- - 25,500,000 25,500,000 1.91 23.12 5.620
- - - - - - -
- -------------------------------------------------------------------------------------------------------------------------
- - - - - - -
- - 24,000,000 23,916,577 1.79 24.92 7.890
- Group 5 22,500,000 22,452,347 1.68 26.60 7.350
- - 21,750,000 21,736,236 1.63 28.23 7.350
- - 20,400,000 20,328,537 1.52 29.75 6.300
- -------------------------------------------------------------------------------------------------------------------------
- Group 5 18,500,000 18,488,292 1.39 31.14 7.350
- - 18,500,000 18,475,855 1.38 32.52 7.250
Group C Group 3 17,953,000 17,788,077 1.33 33.86 7.210
- - - - - - -
- - - - - - -
- -------------------------------------------------------------------------------------------------------------------------
- - - - - - -
- - - - - - -
- Group 6 17,520,000 17,520,000 1.31 35.17 6.200
- - 17,350,000 17,337,349 1.30 36.47 6.800
- - 16,920,000 16,801,616 1.26 37.73 7.110
- -------------------------------------------------------------------------------------------------------------------------
- - - - - - -
- - - - - - -
- - - - - - -
- - 16,000,000 15,990,246 1.20 38.92 7.490
- - - - - - -
- -------------------------------------------------------------------------------------------------------------------------
- - - - - - -
- - - - - - -
- - - - - - -
- - 16,000,000 15,956,938 1.20 40.12 6.250
- Group 6 15,440,000 15,430,383 1.16 41.28 7.410
- -------------------------------------------------------------------------------------------------------------------------
- - 14,800,000 14,781,872 1.11 42.39 7.490
- - 13,500,000 13,490,340 1.01 43.40 6.875
- - 13,500,000 13,439,862 1.01 44.40 7.170
- - 12,400,000 12,400,000 0.93 45.33 6.510
- - 11,000,000 10,952,273 0.82 46.15 6.500
- -------------------------------------------------------------------------------------------------------------------------
- - 10,100,000 10,064,340 0.75 46.91 7.000
- - 10,000,000 9,974,333 0.75 47.66 7.250
- - 10,000,000 9,960,947 0.75 48.40 7.000
- - - - - - -
- - - - - - -
- -------------------------------------------------------------------------------------------------------------------------
- - 9,950,000 9,914,870 0.74 49.14 7.000
- - 9,480,000 9,457,042 0.71 49.85 6.750
- - - - - - -
- - - - - - -
- - 9,000,000 8,994,747 0.67 50.53 7.650
- -------------------------------------------------------------------------------------------------------------------------
- - 9,000,000 8,972,241 0.67 51.20 6.875
- Group 3 8,800,000 8,748,282 0.66 51.86 7.110
- - 8,700,000 8,661,924 0.65 52.50 7.250
- - 8,600,000 8,572,652 0.64 53.15 7.200
- Group 7 8,100,000 8,087,993 0.61 53.75 6.750
- -------------------------------------------------------------------------------------------------------------------------
- - 8,000,000 7,973,469 0.60 54.35 6.550
- - 7,800,000 7,768,752 0.58 54.93 6.880
- - 7,550,000 7,523,975 0.56 55.50 6.430
- - 7,500,000 7,500,000 0.56 56.06 7.030
- - 7,500,000 7,494,667 0.56 56.62 6.900
- -------------------------------------------------------------------------------------------------------------------------
- - 7,425,000 7,413,774 0.56 57.18 6.670
- Group 1 7,400,000 7,373,851 0.55 57.73 6.260
- - 7,200,000 7,195,198 0.54 58.27 7.150
- Group 6 7,025,000 7,020,447 0.53 58.79 7.260
- - 7,000,000 6,989,442 0.52 59.32 6.680
- -------------------------------------------------------------------------------------------------------------------------
- Group 8 6,750,000 6,745,614 0.51 59.82 7.250
- Group 1 6,750,000 6,725,097 0.50 60.33 6.060
- - 6,645,000 6,615,820 0.50 60.82 7.330
- - - - - - -
- - - - - - -
- -------------------------------------------------------------------------------------------------------------------------
- Group 5 6,550,000 6,541,673 0.49 61.31 7.350
- Group 9 6,525,000 6,499,387 0.49 61.80 6.375
- - 6,320,000 6,299,793 0.47 62.27 7.570
- - 6,160,000 6,139,117 0.46 62.73 6.450
- - 6,100,000 6,094,686 0.46 63.19 8.188
- -------------------------------------------------------------------------------------------------------------------------
- - 6,000,000 5,983,783 0.45 63.64 6.230
- - 6,000,000 5,976,820 0.45 64.09 6.470
- - 6,000,000 5,967,889 0.45 64.53 6.540
- - 6,000,000 5,944,261 0.45 64.98 7.875
- - 6,000,000 5,859,905 0.44 65.42 6.260
- -------------------------------------------------------------------------------------------------------------------------
- - 5,850,000 5,826,465 0.44 65.85 6.860
- - 5,800,000 5,771,008 0.43 66.29 6.640
- - 5,600,000 5,589,769 0.42 66.71 5.875
- - - - - - -
- - - - - - -
- -------------------------------------------------------------------------------------------------------------------------
- - - - - - -
- - - - - - -
- - - - - - -
- Group 5 5,500,000 5,493,008 0.41 67.12 7.350
- Group 12 5,500,000 5,490,238 0.41 67.53 6.000
- -------------------------------------------------------------------------------------------------------------------------
- - 5,450,000 5,446,686 0.41 67.94 7.500
- Group 10 5,440,000 5,425,235 0.41 68.34 6.210
- - 5,400,000 5,377,609 0.40 68.75 7.000
- - 5,325,000 5,310,969 0.40 69.15 6.350
- Group 8 5,250,000 5,246,589 0.39 69.54 7.250
- -------------------------------------------------------------------------------------------------------------------------
- Group 13 5,300,000 5,234,958 0.39 69.93 7.500
- - 4,975,000 4,961,608 0.37 70.30 6.970
Group B Group 2 4,950,000 4,927,656 0.37 70.67 7.110
- - 4,900,000 4,874,589 0.37 71.04 6.380
- - - - - - -
- -------------------------------------------------------------------------------------------------------------------------
- - - - - - -
- - - - - - -
- - - - - - -
- Group 5 4,800,000 4,793,898 0.36 71.40 7.350
- - 4,700,000 4,670,676 0.35 71.75 7.770
- -------------------------------------------------------------------------------------------------------------------------
- - 4,700,000 4,623,727 0.35 72.09 6.600
- - 4,650,000 4,589,669 0.34 72.44 7.250
- - 4,560,000 4,545,792 0.34 72.78 6.830
- - 4,500,000 4,493,736 0.34 73.11 7.000
- - 4,400,000 4,396,950 0.33 73.44 7.000
- -------------------------------------------------------------------------------------------------------------------------
- - 4,400,000 4,393,875 0.33 73.77 7.000
- - 4,340,000 4,337,143 0.33 74.10 7.200
- Group 14 4,343,000 4,331,088 0.32 74.42 6.160
- Group 5 4,300,000 4,294,533 0.32 74.74 7.350
- Group 14 4,300,000 4,288,156 0.32 75.07 6.140
- -------------------------------------------------------------------------------------------------------------------------
- - 4,300,000 4,283,999 0.32 75.39 6.020
- - 4,300,000 4,283,650 0.32 75.71 7.125
Group A Group 1 4,290,000 4,270,878 0.32 76.03 6.370
- - 4,250,000 4,246,862 0.32 76.35 6.750
- - 4,240,000 4,224,887 0.32 76.66 6.220
- -------------------------------------------------------------------------------------------------------------------------
- - 4,225,000 4,208,074 0.32 76.98 6.880
- Group 13 4,150,000 4,099,071 0.31 77.29 7.500
- Group 11 4,080,000 4,063,040 0.30 77.59 6.030
- - 4,000,000 3,988,927 0.30 77.89 7.875
- - 4,000,000 3,986,474 0.30 78.19 7.250
- -------------------------------------------------------------------------------------------------------------------------
- - 4,000,000 3,979,450 0.30 78.49 6.920
- - 3,900,000 3,878,545 0.29 78.78 7.500
- - 3,800,000 3,784,419 0.28 79.06 6.770
- - 3,775,000 3,760,489 0.28 79.34 6.500
- - 3,750,000 3,747,633 0.28 79.62 7.360
- -------------------------------------------------------------------------------------------------------------------------
- Group 7 3,750,000 3,739,386 0.28 79.90 6.010
- - 3,750,000 3,726,918 0.28 80.18 6.240
- - 3,700,000 3,685,420 0.28 80.46 6.950
- - 3,600,000 3,595,302 0.27 80.73 7.250
- Group 1 3,600,000 3,586,718 0.27 81.00 6.060
- -------------------------------------------------------------------------------------------------------------------------
- - 3,600,000 3,572,621 0.27 81.27 7.000
Group C Group 3 3,547,000 3,519,957 0.26 81.53 6.780
- Group 18 3,500,000 3,495,444 0.26 81.79 7.260
- - 3,500,000 3,494,260 0.26 82.05 7.600
- - 3,500,000 3,485,908 0.26 82.31 7.150
- -------------------------------------------------------------------------------------------------------------------------
- - 3,500,000 3,478,821 0.26 82.57 6.375
- - 3,400,000 3,379,917 0.25 82.83 7.080
- Group 5 3,300,000 3,286,469 0.25 83.07 6.770
- - 3,250,000 3,247,888 0.24 83.32 7.250
- - 3,200,000 3,193,238 0.24 83.56 7.250
- -------------------------------------------------------------------------------------------------------------------------
- - 3,200,000 3,190,274 0.24 83.80 6.940
- - 3,200,000 3,188,984 0.24 84.04 6.380
- - 3,200,000 3,188,038 0.24 84.27 6.370
- Group 10 3,187,500 3,178,849 0.24 84.51 6.210
- - 3,200,000 3,166,896 0.24 84.75 8.010
- -------------------------------------------------------------------------------------------------------------------------
- - 3,200,000 3,116,596 0.23 84.98 8.770
- - 3,100,000 3,067,750 0.23 85.21 5.750
- - 3,000,000 2,996,074 0.22 85.44 7.240
- - - - - - -
- - - - - - -
- -------------------------------------------------------------------------------------------------------------------------
- - 3,000,000 2,992,714 0.22 85.66 6.730
- - 3,000,000 2,992,137 0.22 85.89 6.375
- Group 17 3,000,000 2,991,867 0.22 86.11 6.530
- - 3,000,000 2,989,003 0.22 86.33 6.090
- - 3,000,000 2,988,259 0.22 86.56 6.990
- -------------------------------------------------------------------------------------------------------------------------
- - 2,960,000 2,953,437 0.22 86.78 7.000
- - 2,950,000 2,922,866 0.22 87.00 7.200
- - - - - - -
- - - - - - -
- - - - - - -
- -------------------------------------------------------------------------------------------------------------------------
- - - - - - -
- - 2,920,000 2,915,935 0.22 87.22 7.000
- - 2,889,000 2,877,645 0.22 87.43 6.970
- - 2,845,000 2,845,000 0.21 87.65 6.740
- - 2,850,000 2,843,618 0.21 87.86 7.100
- -------------------------------------------------------------------------------------------------------------------------
- - 2,840,000 2,830,008 0.21 88.07 6.280
- - 2,800,000 2,790,463 0.21 88.28 6.850
Group D Group 4 2,800,000 2,790,063 0.21 88.49 6.240
- - 2,800,000 2,789,183 0.21 88.70 6.470
- Group 1 2,775,000 2,764,762 0.21 88.91 6.060
- -------------------------------------------------------------------------------------------------------------------------
- - 2,700,000 2,692,243 0.20 89.11 6.580
- Group 9 2,650,000 2,639,598 0.20 89.31 6.375
- - 2,620,000 2,603,238 0.20 89.50 6.600
- - 2,560,000 2,556,391 0.19 89.69 6.950
- - 2,550,000 2,540,209 0.19 89.88 6.500
- -------------------------------------------------------------------------------------------------------------------------
- - 2,475,000 2,461,361 0.18 90.07 7.490
- - 2,400,000 2,391,268 0.18 90.25 6.125
- - 2,400,000 2,377,675 0.18 90.42 7.000
- - 2,300,000 2,293,476 0.17 90.60 6.000
- - - - - - -
- -------------------------------------------------------------------------------------------------------------------------
- - - - - - -
- - 2,300,000 2,290,509 0.17 90.77 6.740
- - 2,300,000 2,281,748 0.17 90.94 6.470
- - 2,260,000 2,255,105 0.17 91.11 7.250
- - 2,265,000 2,239,683 0.17 91.28 8.375
- -------------------------------------------------------------------------------------------------------------------------
- - 2,200,000 2,196,203 0.16 91.44 6.120
- Group 10 2,130,000 2,124,219 0.16 91.60 6.210
- - 2,100,000 2,098,636 0.16 91.76 7.250
- - 2,100,000 2,095,657 0.16 91.91 7.450
Group D Group 4 2,100,000 2,092,051 0.16 92.07 5.940
- -------------------------------------------------------------------------------------------------------------------------
- - 2,100,000 2,086,406 0.16 92.23 7.560
- Group 1 2,090,000 2,082,289 0.16 92.38 6.060
- Group 11 2,080,000 2,072,015 0.16 92.54 6.030
- - 2,050,000 2,029,580 0.15 92.69 6.240
- - 2,025,000 2,016,879 0.15 92.84 6.875
- -------------------------------------------------------------------------------------------------------------------------
- Group 19 2,006,513 2,000,323 0.15 92.99 7.970
- - 2,000,000 1,997,035 0.15 93.14 6.750
- - 2,000,000 1,995,164 0.15 93.29 6.750
- - 2,000,000 1,992,716 0.15 93.44 6.120
- Group 15 2,000,000 1,992,526 0.15 93.59 6.000
- -------------------------------------------------------------------------------------------------------------------------
- - 2,000,000 1,991,645 0.15 93.74 6.000
- - 2,000,000 1,990,585 0.15 93.89 6.940
- - 2,000,000 1,990,301 0.15 94.04 6.770
- - 1,920,000 1,917,327 0.14 94.18 7.000
- Group 19 1,921,438 1,914,666 0.14 94.32 7.970
- -------------------------------------------------------------------------------------------------------------------------
- Group 21 1,880,000 1,878,778 0.14 94.47 7.250
- - 1,890,000 1,876,451 0.14 94.61 7.250
- Group 14 1,875,000 1,867,735 0.14 94.75 5.830
- - 1,800,000 1,793,423 0.13 94.88 7.310
- - 1,800,000 1,792,786 0.13 95.01 6.250
- -------------------------------------------------------------------------------------------------------------------------
- - 1,750,000 1,743,284 0.13 95.15 5.875
- Group 20 1,720,000 1,717,696 0.13 95.27 7.150
- - 1,720,000 1,713,294 0.13 95.40 5.800
- - - - - - -
- - - - - - -
- -------------------------------------------------------------------------------------------------------------------------
- - 1,700,000 1,689,811 0.13 95.53 7.000
- - 1,700,000 1,677,538 0.13 95.65 6.280
- Group 16 1,645,000 1,637,064 0.12 95.78 6.800
- Group 17 1,630,000 1,622,443 0.12 95.90 7.375
- - 1,625,000 1,618,131 0.12 96.02 6.625
- -------------------------------------------------------------------------------------------------------------------------
Group B Group 2 1,625,000 1,617,665 0.12 96.14 7.110
- - 1,600,000 1,598,675 0.12 96.26 6.280
- - 1,600,000 1,596,131 0.12 96.38 7.150
- - 1,600,000 1,587,479 0.12 96.50 5.730
- - 1,560,000 1,558,919 0.12 96.62 7.000
- -------------------------------------------------------------------------------------------------------------------------
- - 1,550,000 1,544,049 0.12 96.73 7.080
- Group 10 1,545,000 1,541,822 0.12 96.85 7.480
- Group 18 1,500,000 1,495,145 0.11 96.96 7.500
- - 1,500,000 1,494,584 0.11 97.07 6.160
- Group 22 1,500,000 1,494,529 0.11 97.18 6.810
- -------------------------------------------------------------------------------------------------------------------------
- Group 15 1,500,000 1,494,394 0.11 97.30 6.000
- - 1,480,000 1,472,532 0.11 97.41 6.540
- - 1,425,000 1,398,600 0.10 97.51 7.150
- Group 12 1,400,000 1,397,601 0.10 97.62 6.150
- - 1,400,000 1,397,368 0.10 97.72 7.840
- -------------------------------------------------------------------------------------------------------------------------
- - 1,400,000 1,394,491 0.10 97.83 6.650
- Group 16 1,385,000 1,378,012 0.10 97.93 6.540
- - 1,350,000 1,343,263 0.10 98.03 7.000
- - 1,350,000 1,340,277 0.10 98.13 6.320
- - 1,341,000 1,339,362 0.10 98.23 7.500
- -------------------------------------------------------------------------------------------------------------------------
- - 1,320,000 1,318,728 0.10 98.33 7.810
- - 1,300,000 1,295,572 0.10 98.43 6.850
- - 1,270,000 1,262,397 0.09 98.52 7.000
- - 1,265,000 1,261,772 0.09 98.61 6.500
- - 1,250,000 1,246,636 0.09 98.71 6.250
- -------------------------------------------------------------------------------------------------------------------------
- Group 15 1,200,000 1,195,750 0.09 98.80 6.250
- - 1,200,000 1,195,690 0.09 98.89 6.900
- Group 22 1,200,000 1,195,464 0.09 98.98 6.600
- - 1,125,000 1,121,431 0.08 99.06 6.750
- Group 16 1,100,000 1,098,390 0.08 99.14 6.800
- -------------------------------------------------------------------------------------------------------------------------
- Group 15 1,100,000 1,096,140 0.08 99.23 6.000
- - 1,100,000 1,095,471 0.08 99.31 6.750
- - 1,100,000 1,095,024 0.08 99.39 7.100
- - 1,090,000 1,079,717 0.08 99.47 7.000
- Group 20 1,057,500 1,051,373 0.08 99.55 5.720
- -------------------------------------------------------------------------------------------------------------------------
- Group 15 1,000,000 996,263 0.07 99.62 6.000
Group B Group 2 985,000 980,554 0.07 99.70 7.110
- - 910,000 904,665 0.07 99.77 7.125
- Group 21 900,000 899,415 0.07 99.83 7.250
Group B Group 2 890,000 885,983 0.07 99.90 7.110
- -------------------------------------------------------------------------------------------------------------------------
Group B Group 2 750,000 746,615 0.06 99.96 7.110
Group B Group 2 300,000 298,646 0.02 99.98 7.110
Group B Group 2 300,000 298,646 0.02 100.00 7.110
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ORIGINAL REMAINING
SERVICING INTEREST ORIGINAL REMAINING TERM TO TERM TO
FEE ACCRUAL AMORTIZATION INTEREST-ONLY INTEREST-ONLY MATURITY MATURITY
RATE (%) METHOD TYPE PERIOD (MOS.) PERIOD (MOS.) (MOS.) (MOS.)
===================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
0.1263 Actual / 360 Balloon - - 120 119
0.0638 Actual / 360 Balloon - - 120 117
- - - - - - -
- - - - - - -
- - - - - - -
- - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------------
- - - - - - -
- - - - - - -
- - - - - - -
- - - - - - -
- - - - - - -
0.1263 Actual / 360 Balloon - - 120 119
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 30 / 360 Interest Only, Then Amortizing 60 59 120 119
0.1263 Actual / 360 Balloon - - 180 175
0.0413 Actual / 360 Hyperamortizing - - 126 121
- - - - - - -
- - - - - - -
- - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------------
- - - - - - -
- - - - - - -
- - - - - - -
0.1263 Actual / 360 Interest Only, Then Amortizing 24 20 120 116
- - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------------
- - - - - - -
0.1263 30 / 360 Balloon - - 132 127
0.1263 Actual / 360 Balloon - - 120 117
0.1263 Actual / 360 Balloon - - 120 119
0.1263 Actual / 360 Balloon - - 120 116
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 119
0.1263 Actual / 360 Balloon - - 120 118
0.1263 Actual / 360 Balloon - - 120 115
- - - - - - -
- - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------------
- - - - - - -
- - - - - - -
0.1263 Actual / 360 Interest Only, Then Amortizing 24 20 120 116
0.1263 Actual / 360 Balloon - - 120 119
0.1263 Actual / 360 Balloon - - 120 114
- -----------------------------------------------------------------------------------------------------------------------------------
- - - - - - -
- - - - - - -
- - - - - - -
0.1263 Actual / 360 Balloon - - 180 179
- - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------------
- - - - - - -
- - - - - - -
- - - - - - -
0.0613 Actual / 360 Balloon - - 120 117
0.1263 Actual / 360 Balloon - - 120 119
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 144 142
0.1263 Actual / 360 Balloon - - 120 119
0.1263 Actual / 360 Balloon - - 84 78
0.1263 Actual / 360 Interest Only, Then Amortizing 24 20 120 116
0.1263 Actual / 360 Balloon - - 120 115
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Hyperamortizing - - 144 141
0.1263 Actual / 360 Balloon - - 120 118
0.1263 Actual / 360 Balloon - - 120 115
- - - - - - -
- - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Hyperamortizing - - 120 117
0.1263 Actual / 360 Balloon - - 120 117
- - - - - - -
- - - - - - -
0.1263 Actual / 360 Balloon - - 120 119
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 116
0.1263 Actual / 360 Balloon - - 120 115
0.1263 Actual / 360 Balloon - - 120 114
0.1263 30 / 360 Balloon - - 144 140
0.1263 Actual / 360 Balloon - - 192 190
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 116
0.1263 Actual / 360 Balloon - - 120 115
0.1263 Actual / 360 Balloon - - 120 116
0.1263 Actual / 360 Interest Only, Then Amortizing 24 19 120 115
0.1263 Actual / 360 Balloon - - 120 119
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 118
0.0413 Actual / 360 Hyperamortizing - - 126 122
0.1263 Actual / 360 Balloon - - 120 119
0.1263 Actual / 360 Balloon - - 120 119
0.1263 Actual / 360 Balloon - - 120 118
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 119
0.0413 Actual / 360 Hyperamortizing - - 126 122
0.1263 Actual / 360 Balloon - - 120 116
- - - - - - -
- - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 118
0.1263 Actual / 360 Balloon - - 120 117
0.1263 Actual / 360 Balloon - - 120 117
0.1263 Actual / 360 Balloon - - 120 116
0.1263 Actual / 360 Hyperamortizing - - 120 119
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 117
0.1263 Actual / 360 Balloon - - 120 117
0.1263 30 / 360 Balloon - - 40 36
0.1263 Actual / 360 Hyperamortizing - - 123 114
0.1263 Actual / 360 Balloon - - 84 79
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Hyperamortizing - - 120 115
0.1263 Actual / 360 Balloon - - 120 114
0.1263 Actual / 360 Balloon - - 120 118
- - - - - - -
- - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------------
- - - - - - -
- - - - - - -
- - - - - - -
0.1263 Actual / 360 Balloon - - 120 118
0.1263 Actual / 360 Balloon - - 120 118
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 119
0.1263 Actual / 360 Balloon - - 120 117
0.1263 30 / 360 Balloon - - 120 115
0.1263 Actual / 360 Balloon - - 240 237
0.1263 Actual / 360 Balloon - - 120 119
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Hyperamortizing - - 120 109
0.1263 Actual / 360 Balloon - - 225 223
0.1263 Actual / 360 Balloon - - 120 114
0.1263 Actual / 360 Balloon - - 120 116
- - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------------
- - - - - - -
- - - - - - -
- - - - - - -
0.1263 Actual / 360 Balloon - - 120 118
0.1263 Actual / 360 Balloon - - 120 114
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Fully Amortizing - - 180 175
0.1263 Actual / 360 Fully Amortizing - - 120 117
0.1263 Actual / 360 Balloon - - 120 116
0.1263 Actual / 360 Balloon - - 120 118
0.1263 Actual / 360 Balloon - - 120 119
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 180 178
0.1263 Actual / 360 Balloon - - 120 119
0.1263 Actual / 360 Balloon - - 120 117
0.1263 Actual / 360 Balloon - - 120 118
0.1263 Actual / 360 Balloon - - 120 117
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 116
0.1263 Actual / 360 Balloon - - 120 115
0.0413 Actual / 360 Hyperamortizing - - 126 121
0.1263 Actual / 360 Balloon - - 120 119
0.1263 Actual / 360 Balloon - - 120 116
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 180 175
0.1263 Actual / 360 Hyperamortizing - - 120 109
0.1263 Actual / 360 Balloon - - 180 177
0.1263 Actual / 360 Fully Amortizing - - 180 179
0.1263 Actual / 360 Hyperamortizing - - 120 117
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 132 129
0.1263 Actual / 360 Balloon - - 120 115
0.1263 Actual / 360 Balloon - - 120 115
0.1263 Actual / 360 Balloon - - 120 117
0.1263 Actual / 360 Balloon - - 120 119
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 180 177
0.1263 Actual / 360 Fully Amortizing - - 240 237
0.1263 Actual / 360 Fully Amortizing - - 180 179
0.1263 Actual / 360 Balloon - - 120 118
0.0413 Actual / 360 Hyperamortizing - - 126 122
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Fully Amortizing - - 156 154
0.1263 Actual / 360 Balloon - - 119 115
0.1263 Actual / 360 Balloon - - 120 118
0.1263 Actual / 360 Fully Amortizing - - 240 239
0.1263 30 / 360 Balloon - - 120 115
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Fully Amortizing - - 240 237
0.1263 Actual / 360 Balloon - - 120 115
0.1263 Actual / 360 Balloon - - 120 115
0.1263 Actual / 360 Balloon - - 120 119
0.1263 Actual / 360 Balloon - - 120 118
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 116
0.1263 Actual / 360 Balloon - - 120 116
0.1263 30 / 360 Balloon - - 120 116
0.1263 Actual / 360 Balloon - - 120 117
0.1263 30 / 360 Balloon - - 180 174
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 30 / 360 Balloon - - 120 104
0.1263 Actual / 360 Fully Amortizing - - 180 177
0.1263 Actual / 360 Balloon - - 120 118
- - - - - - -
- - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 117
0.1263 Actual / 360 Balloon - - 120 117
0.1263 30 / 360 Balloon - - 120 117
0.1263 Actual / 360 Balloon - - 120 116
0.1263 Actual / 360 Balloon - - 120 115
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 240 238
0.1263 Actual / 360 Fully Amortizing - - 240 235
- - - - - - -
- - - - - - -
- - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------------
- - - - - - -
0.1263 Actual / 360 Balloon - - 120 118
0.1263 Actual / 360 Balloon - - 120 115
0.1263 Actual / 360 Interest Only, Then Amortizing 24 18 120 114
0.1263 Actual / 360 Balloon - - 120 117
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 116
0.1263 30 / 360 Balloon - - 120 116
0.1263 Actual / 360 Balloon - - 180 176
0.1263 Actual / 360 Balloon - - 120 117
0.0413 Actual / 360 Hyperamortizing - - 126 122
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 118
0.1263 Actual / 360 Balloon - - 120 117
0.1263 Actual / 360 Balloon - - 120 115
0.1263 Actual / 360 Balloon - - 120 118
0.1263 Actual / 360 Hyperamortizing - - 120 118
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 115
0.1263 Actual / 360 Balloon - - 120 116
0.1263 Actual / 360 Fully Amortizing - - 180 177
0.1263 Actual / 360 Balloon - - 120 117
- - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------------
- - - - - - -
0.1263 Actual / 360 Balloon - - 120 115
0.1263 Actual / 360 Balloon - - 120 116
0.1263 Actual / 360 Balloon - - 120 117
0.1263 30 / 360 Balloon - - 120 103
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 118
0.1263 Actual / 360 Balloon - - 120 117
0.1263 Actual / 360 Balloon - - 120 119
0.1263 Actual / 360 Fully Amortizing - - 174 173
0.1263 Actual / 360 Balloon - - 180 176
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 114
0.0413 Actual / 360 Hyperamortizing - - 126 122
0.1263 Actual / 360 Balloon - - 180 177
0.1263 Actual / 360 Balloon - - 120 117
0.1263 Actual / 360 Balloon - - 120 115
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 30 / 360 Fully Amortizing - - 237 235
0.1263 Actual / 360 Balloon - - 120 118
0.1263 Actual / 360 Balloon - - 180 177
0.1263 Actual / 360 Balloon - - 120 116
0.1263 Actual / 360 Balloon - - 120 116
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 117
0.1263 Actual / 360 Balloon - - 120 116
0.1263 Actual / 360 Balloon - - 120 116
0.1263 Actual / 360 Balloon - - 120 118
0.1263 30 / 360 Fully Amortizing - - 237 235
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 119
0.1263 Actual / 360 Balloon - - 120 116
0.1263 Actual / 360 Balloon - - 120 116
0.1263 Actual / 360 Balloon - - 180 175
0.1263 Actual / 360 Hyperamortizing - - 122 119
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 116
0.1263 Actual / 360 Balloon - - 120 118
0.1263 Actual / 360 Balloon - - 120 116
- - - - - - -
- - - - - - -
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Hyperamortizing - - 123 118
0.1263 Actual / 360 Fully Amortizing - - 180 176
0.1263 Actual / 360 Balloon - - 234 230
0.1263 30 / 360 Balloon - - 120 114
0.1263 Actual / 360 Balloon - - 120 115
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 114
0.1263 Actual / 360 Balloon - - 120 119
0.1263 30 / 360 Balloon - - 120 118
0.1263 Actual / 360 Fully Amortizing - - 216 213
0.1263 Actual / 360 Balloon - - 120 119
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 115
0.1263 Actual / 360 Balloon - - 120 117
0.1263 Actual / 360 Balloon - - 120 117
0.1263 Actual / 360 Balloon - - 120 116
0.1263 Actual / 360 Balloon - - 180 177
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 116
0.1263 Actual / 360 Balloon - - 234 230
0.1263 Actual / 360 Fully Amortizing - - 180 174
0.1263 Actual / 360 Balloon - - 120 118
0.1263 Actual / 360 Balloon - - 120 118
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 30 / 360 Balloon - - 120 117
0.1263 Actual / 360 Balloon - - 228 224
0.1263 30 / 360 Balloon - - 120 114
0.1263 Actual / 360 Fully Amortizing - - 144 142
0.1263 Actual / 360 Balloon - - 180 178
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 118
0.1263 30 / 360 Balloon - - 120 116
0.2513 Actual / 360 Balloon - - 120 115
0.1263 Actual / 360 Balloon - - 120 117
0.1263 Actual / 360 Balloon - - 120 117
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 116
0.2513 Actual / 360 Balloon - - 120 117
0.1263 Actual / 360 Balloon - - 120 117
0.1263 Actual / 360 Balloon - - 120 116
0.1263 Actual / 360 Balloon - - 180 178
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 116
0.2513 Actual / 360 Balloon - - 120 115
0.1263 Actual / 360 Balloon - - 120 114
0.1263 Actual / 360 Fully Amortizing - - 240 235
0.1263 Actual / 360 Balloon - - 120 116
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 116
0.1263 Actual / 360 Balloon - - 120 114
0.1263 Actual / 360 Balloon - - 120 115
0.1263 Actual / 360 Balloon - - 120 119
0.1263 Actual / 360 Balloon - - 120 114
- -----------------------------------------------------------------------------------------------------------------------------------
0.1263 Actual / 360 Balloon - - 120 114
0.1263 Actual / 360 Balloon - - 120 114
0.1263 Actual / 360 Balloon - - 120 114
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ORIGINAL REMAINING BALLOON
AMORTIZATION AMORTIZATION ORIGINATION MATURITY OR ARD
TERM (MOS.) TERM (MOS.) DATE OR ARD BALANCE ($) PREPAYMENT PROVISIONS
==========================================================================================================================
<S> <C> <C> <C> <C> <C>
360 359 12/22/98 1/10/09 59,746,222 Lock/25_Defeasance/92_0%/3
360 357 10/23/98 11/10/08 54,089,032 Lock/27_Defeasance/87_0%/6
- - - - - -
- - - - - -
- - - - - -
- - - - - -
- --------------------------------------------------------------------------------------------------------------------------
- - - - - -
- - - - - -
- - - - - -
- - - - - -
- - - - - -
360 359 12/31/98 1/10/09 51,189,113 Lock/25_Defeasance/92_0%/3
- --------------------------------------------------------------------------------------------------------------------------
360 360 12/23/98 1/10/09 34,128,842 Lock/25_Defeasance/92_0%/3
360 355 8/25/98 9/10/13 23,752,782 Lock/29_Defeasance/145_0%/6
360 355 8/20/98 3/10/09 21,500,167 Lock/29_Defeasance/88_0%/9
- - - - - -
- - - - - -
- - - - - -
- --------------------------------------------------------------------------------------------------------------------------
- - - - - -
- - - - - -
- - - - - -
360 360 10/1/98 10/10/08 22,241,453 Lock/28_Defeasance/92
- - - - - -
- --------------------------------------------------------------------------------------------------------------------------
- - - - - -
360 355 8/3/98 9/10/09 20,556,047 > of YM or 1% UPB/126_0%/6
360 357 11/4/98 11/5/08 19,512,336 Lock/28_Defeasance/86_0%/6
360 359 12/30/98 1/10/09 18,861,951 Lock/25_Defeasance/95
360 356 9/15/98 10/10/08 17,248,621 Lock/28_Defeasance/86_0%/6
- --------------------------------------------------------------------------------------------------------------------------
360 359 12/18/98 1/5/09 16,043,499 Lock/26_Defeasance/91_0%/3
360 358 11/23/98 12/10/08 16,007,203 Lock/26_Defeasance/91_0%/3
240 235 8/31/98 9/1/08 12,113,121 Lock/30_Defeasance/84_0%/6
- - - - - -
- - - - - -
- --------------------------------------------------------------------------------------------------------------------------
- - - - - -
- - - - - -
360 360 9/15/98 10/10/08 15,469,068 Lock/28_Defeasance/92
360 359 12/31/98 1/10/09 14,854,320 Lock/25_Defeasance/95
300 294 7/23/98 8/1/08 13,385,203 Lock/31_Defeasance/83_0%/6
- --------------------------------------------------------------------------------------------------------------------------
- - - - - -
- - - - - -
- - - - - -
360 359 12/10/98 1/10/14 12,112,616 Lock/25_Defeasance/155
- - - - - -
- --------------------------------------------------------------------------------------------------------------------------
- - - - - -
- - - - - -
- - - - - -
360 357 11/6/98 11/10/08 13,510,831 Lock/27_Defeasance/93
360 359 12/23/98 1/10/09 13,407,825 Lock/25_Defeasance/92_0%/3
- --------------------------------------------------------------------------------------------------------------------------
360 358 11/13/98 12/10/10 12,280,310 Lock/26_Defeasance/112_0%/6
360 359 12/14/98 1/10/09 11,579,007 Lock/25_Defeasance/89_0%/6
360 354 7/31/98 8/10/05 12,357,147 Lock/30_Defeasance/48_0%/6
360 360 9/17/98 10/10/08 11,015,655 Lock/28_Defeasance/86_0%/6
360 355 9/4/98 9/10/08 9,348,248 Lock/29_Defeasance/85_0%/6
- --------------------------------------------------------------------------------------------------------------------------
300 297 10/30/98 11/1/10 7,324,406 Lock/48_Defeasance/95_0%/1
276 274 12/7/98 12/10/08 7,542,415 Lock/26_Defeasance/88_0%/6
360 355 8/3/98 9/1/08 8,602,533 Lock/30_Defeasance/84_0%/6
- - - - - -
- - - - - -
- --------------------------------------------------------------------------------------------------------------------------
300 297 10/15/98 11/1/08 7,847,097 Lock/48_Defeasance/71_0%/1
360 357 11/2/98 11/10/08 8,104,525 Lock/27_Defeasance/93
- - - - - -
- - - - - -
360 359 12/16/98 1/10/09 7,856,728 Lock/25_Defeasance/95
- --------------------------------------------------------------------------------------------------------------------------
360 356 9/10/98 10/1/08 7,719,322 Lock/29_Defeasance/85_0%/6
300 295 8/31/98 9/1/08 6,961,577 Lock/30_Defeasance/84_0%/6
360 354 7/23/98 8/1/08 7,527,691 Lock/31_Defeasance/83_0%/6
360 356 9/21/98 10/10/10 7,056,797 Lock/28_Defeasance/110_0%/6
360 358 11/12/98 12/10/14 5,724,177 Lock/26_Defeasance/163_0%/3
- --------------------------------------------------------------------------------------------------------------------------
360 356 9/22/98 10/10/08 6,807,260 Lock/28_Defeasance/86_0%/6
360 355 8/24/98 9/10/08 6,690,877 Lock/29_Defeasance/85_0%/6
358 354 9/21/98 10/10/08 6,392,048 Lock/28_Defeasance/86_0%/6
360 360 8/24/98 9/10/08 6,727,855 Lock/29_Defeasance/85_0%/6
360 359 12/11/98 1/10/09 6,436,628 Lock/25_Defeasance/95
- --------------------------------------------------------------------------------------------------------------------------
360 358 12/8/98 12/10/08 6,336,827 Lock/26_Defeasance/94
360 356 9/23/98 4/10/09 6,170,856 Lock/28_Defeasance/89_0%/9
360 359 12/30/98 1/10/09 6,215,555 Lock/25_Defeasance/89_0%/6
360 359 12/23/98 1/10/09 6,079,799 Lock/25_Defeasance/92_0%/3
360 358 11/12/98 12/10/08 5,975,583 Lock/26_Defeasance/91_0%/3
- --------------------------------------------------------------------------------------------------------------------------
360 359 12/15/98 1/10/09 5,840,470 Lock/25_Defeasance/89_0%/6
360 356 9/23/98 4/10/09 5,597,611 Lock/28_Defeasance/89_0%/9
300 296 9/2/98 10/1/08 5,289,562 Lock/29_Defeasance/85_0%6
- - - - - -
- - - - - -
- --------------------------------------------------------------------------------------------------------------------------
360 358 11/24/98 12/5/08 5,680,262 Lock/27_Defeasance/87_0%/6
300 297 10/30/98 11/10/08 5,053,279 Lock/27_Defeasance/93
300 297 10/15/98 11/1/08 5,062,790 Lock/28_Defeasance/86_0%/6
360 356 9/2/98 10/10/08 5,228,421 Lock/29_Defeasance/85_0%/6
300 299 12/9/98 1/1/09 4,965,113 Lock/48_Defeasance/71_0%/1
- --------------------------------------------------------------------------------------------------------------------------
360 357 10/15/98 11/10/08 5,063,926 Lock/27_Defeasance/87_0%/6
300 297 10/13/98 11/10/08 4,659,881 Lock/27_Defeasance/90_0%/3
300 296 9/14/98 1/31/02 5,645,191 Lock/34_0%/6
300 291 4/30/98 8/1/08 4,803,424 Lock/48_Defeasance/71_0%/4
144 139 9/2/98 9/10/05 3,059,522 Lock/28_Defeasance/50_0%/6
- --------------------------------------------------------------------------------------------------------------------------
360 355 8/19/98 9/10/08 5,015,752 >YM or 1%/114_0%/6
360 354 7/31/98 8/1/08 4,946,307 Lock/31_Defeasance/83_0%/6
360 358 12/4/98 12/10/08 4,681,844 Lock/26_Defeasance/94
- - - - - -
- - - - - -
- --------------------------------------------------------------------------------------------------------------------------
- - - - - -
- - - - - -
- - - - - -
360 358 12/1/98 12/5/08 4,769,685 Lock/27_Defeasance/87_0%/6
360 358 11/12/98 12/10/08 4,613,801 Lock/26_Defeasance/91_%/3
- --------------------------------------------------------------------------------------------------------------------------
360 359 12/15/98 1/10/09 4,742,140 Lock/25_Defeasance/89_0%/6
360 357 10/20/98 11/10/08 4,588,900 Lock/27_Defeasance/87_0%/6
360 355 8/12/98 9/10/08 4,633,869 Lock/29_Defeasance/85_0%/6
360 357 10/30/98 11/10/18 2,954,091 Lock/27_Defeasance/207_0%/6
360 359 12/15/98 1/10/09 4,542,588 Lock/25_Defeasance/89_0%/6
- --------------------------------------------------------------------------------------------------------------------------
300 289 2/20/98 3/1/08 4,237,721 Lock/48_Defeasance/66_0%/6
276 274 11/23/98 8/31/17 1,605,508 Lock/26_Defeasance/199
360 354 7/20/98 8/1/08 4,269,223 (>YM or 1%)+(25%)/114_0%/6
300 296 9/15/98 10/10/08 3,795,365 Lock/28_Defeasance/86_0%/6
- - - - - -
- --------------------------------------------------------------------------------------------------------------------------
- - - - - -
- - - - - -
- - - - - -
360 358 11/25/98 12/5/08 4,162,634 Lock/27_Defeasance/87_0%/6
300 294 7/30/98 8/1/08 3,784,951 Lock/31_Defeasance/83_0%/6
- --------------------------------------------------------------------------------------------------------------------------
180 175 8/27/98 9/10/13 0 Lock/29_Defeasance/145_0%/6
120 117 10/30/98 11/10/08 0 Lock/27_Defeasance/87_0%/6
360 356 9/24/98 10/10/08 3,906,897 Lock/28_Defeasance/92
360 358 11/24/98 12/10/08 3,871,147 Lock/26_Defeasance/94
360 359 12/11/98 1/10/09 3,785,124 Lock/25_Defeasance/92_0%/3
- --------------------------------------------------------------------------------------------------------------------------
360 358 11/13/98 12/10/13 3,269,827 Lock/26_Defeasance/151_0%3
360 359 12/22/98 1/10/09 3,750,913 Lock/25_Defeasance/89_0%/6
360 357 10/15/98 11/10/08 3,658,733 Lock/27_Defeasance/93
360 358 11/23/98 12/5/08 3,728,973 Lock/27_Defeasance/87_0%/6
360 357 10/14/98 11/10/08 3,620,601 Lock/27_Defeasance/93
- --------------------------------------------------------------------------------------------------------------------------
360 356 9/22/98 10/10/08 3,609,084 Lock/28_Defeasance/86_0%/6
360 355 8/24/98 9/1/08 3,709,911 >YM or 1%/114_0%/6
360 355 8/20/98 3/10/09 3,587,543 Lock/29_Defeasance/88_0%/9
360 359 12/18/98 1/10/09 3,634,253 Lock/25_Defeasance/92_0%/3
360 356 10/1/98 10/10/08 3,577,574 Lock/28_Defeasance/92
- --------------------------------------------------------------------------------------------------------------------------
360 355 8/31/98 9/10/13 3,125,064 Lock/29_Defeasance/145_0%/6
300 289 2/20/98 3/1/08 3,318,215 Lock/48_Defeasance/66_0%/6
300 297 11/5/98 11/10/13 2,381,753 Lock/27_Defeasance/153
180 179 12/23/98 1/10/14 0 Lock/25_Defeasance/152_0%/3
300 297 10/23/98 11/1/08 3,176,656 Lock/48_Defeasance/71_0%/1
- --------------------------------------------------------------------------------------------------------------------------
252 249 11/5/98 11/10/09 2,615,067 Lock/27_Defeasance/105
300 295 8/27/98 9/1/08 3,118,342 Lock/30_Defeasance/84_0%/6
360 355 8/31/98 9/1/08 3,251,023 Lock/30_Defeasance/84_0%/6
300 297 10/13/98 11/10/08 2,934,452 Lock/27_Defeasance/93
360 359 12/29/98 1/10/09 3,252,792 Lock/25_Defeasance/89_0%/6
- --------------------------------------------------------------------------------------------------------------------------
312 309 10/19/98 11/10/13 2,375,485 Lock/27_Defeasance/147_0%/6
240 237 10/28/98 11/10/18 0 Lock/27_Defeasance/213
180 179 12/23/98 1/10/14 0 Lock/25_Defeasance/155
360 358 11/30/98 12/10/08 3,114,915 Lock/26_Defeasance/91_0%/3
360 356 9/23/98 4/10/09 2,985,392 Lock/28_Defeasance/89_0%/9
- --------------------------------------------------------------------------------------------------------------------------
156 154 11/20/98 12/10/11 0 Lock/26_Defeasance/124_0%/6
240 236 9/22/98 9/1/08 2,373,010 Lock/29_Defeasance/84_0%/6
360 358 11/17/98 12/10/08 3,029,080 Lock/26_Defeasance/88_0%/6
240 239 12/23/98 1/10/19 0 Lock/25_Defeasance/35_0%/180
360 355 8/18/98 9/1/08 3,013,946 Lock/30_Defeasance/84_0%/6
- --------------------------------------------------------------------------------------------------------------------------
240 237 10/29/98 11/1/18 0 Lock/36_Defeasance/203_0%/1
300 295 8/14/98 9/10/08 2,687,448 Lock/29_Defeasance/85_0%/6
360 355 8/13/98 9/1/08 2,823,257 Lock/30_Defeasance/84_0%/6
360 359 12/15/98 1/10/09 2,812,078 Lock/25_Defeasance/95
300 298 11/12/98 12/10/08 2,541,327 Lock/26_Defeasance/88_0%/6
- --------------------------------------------------------------------------------------------------------------------------
360 356 10/2/98 10/10/08 2,748,907 Lock/28_Defeasance/92
360 356 9/18/98 10/10/08 2,711,231 Lock/28_Defeasance/92
360 356 9/18/98 10/1/08 2,703,931 Lock/29_Defeasance/85_0%/6
360 357 10/20/98 11/10/08 2,688,808 Lock/27_Defeasance/87_0%/6
240 234 7/23/98 8/1/13 1,320,732 Lock/31_Defeasance/143_0%6
- --------------------------------------------------------------------------------------------------------------------------
240 224 9/11/97 10/1/07 2,257,722 >1% or YM/114_0%/6
180 177 10/30/98 11/10/13 0 Lock/27_Defeasance/153
360 358 11/19/98 12/10/08 2,595,170 Lock/26_Defeasance/94
- - - - - -
- - - - - -
- --------------------------------------------------------------------------------------------------------------------------
360 357 10/23/98 11/10/08 2,564,100 Lock/27_Defeasance/88_Lock/5
360 357 10/9/98 11/10/08 2,541,455 Lock/27_Defeasance/93
360 357 10/26/98 11/10/08 2,545,194 Lock/27_Defeasance/87_0%/6
360 356 10/2/98 10/10/08 2,522,663 Lock/28_Defeasance/92
360 355 8/11/98 9/1/08 2,580,152 Lock/30_Defeasance/84_0%/6
- --------------------------------------------------------------------------------------------------------------------------
300 298 11/17/98 12/10/18 1,063,711 Lock/26_Defeasance/208_0%/6
240 235 8/21/98 9/10/18 0 Lock/29_Defeasance/205_0%/6
- - - - - -
- - - - - -
- - - - - -
- --------------------------------------------------------------------------------------------------------------------------
- - - - - -
360 358 12/1/98 12/10/08 2,511,944 Lock/26_Defeasance/94
360 355 8/28/98 9/1/08 2,483,513 Lock/30_Defeasance/84_0%/6
360 360 7/30/98 8/10/08 2,538,505 Lock/30_Defeasance/84_0%/6
360 357 11/5/98 11/10/08 2,457,471 Lock/27_Defeasance/87_0%/6
- --------------------------------------------------------------------------------------------------------------------------
360 356 10/2/98 10/10/08 2,400,038 Lock/28_Defeasance/86_0%/6
360 356 9/25/98 10/10/08 2,394,200 Lock/28__Defeasance/92
360 356 10/2/98 10/10/13 2,017,609 Lock/28_Defeasance/146_0%/6
300 297 10/13/98 11/10/08 2,174,611 Lock/27_Defeasance/93
360 356 9/23/98 4/10/09 2,301,240 Lock/28_Defeasance/89_0%/9
- --------------------------------------------------------------------------------------------------------------------------
276 274 12/9/98 12/10/08 1,995,378 Lock/26_Defeasance/88_0%/6
300 297 10/30/98 11/10/08 2,052,290 Lock/27_Defeasance/93
300 295 8/31/98 9/10/08 2,042,632 Lock/28_Defeasance/86_0%/6
360 358 11/17/98 12/10/08 2,199,651 Lock/26_Defeasance/94
240 238 11/13/98 12/1/08 1,679,927 Lock/36_Defeasance/80_0%/4
- --------------------------------------------------------------------------------------------------------------------------
300 295 8/6/98 9/1/08 1,978,416 Lock/30_Defeasance/84_0%/6
360 356 9/23/98 10/10/08 2,020,001 Lock/28_Defeasance/86_0%/6
180 177 10/1/98 11/1/13 0 Lock/48_Defeasance/128_0%/4
360 357 10/30/98 11/10/08 1,929,407 Lock/27_Defeasance/87_0%/6
- - - - - -
- --------------------------------------------------------------------------------------------------------------------------
- - - - - -
360 355 8/10/98 9/1/08 1,966,288 Lock/30_Defeasance/84_0%/6
240 236 9/22/98 10/10/08 1,513,658 Lock/28_Defeasance/92_0%/0
360 357 10/15/98 11/10/08 1,955,473 Lock/27_Defeasance/93
360 343 8/29/97 9/1/07 2,001,985 Lock/48_0%/72
- --------------------------------------------------------------------------------------------------------------------------
360 358 11/16/98 12/10/08 1,851,424 Lock/26_Defeasance/88_0%/6
360 357 10/20/98 11/10/08 1,796,756 Lock/27_Defeasance/87_0%/6
360 359 12/11/98 1/10/09 1,817,036 Lock/25_Defeasance/95
174 173 12/15/98 7/10/13 0 Lock/25_Defeasance/143_0%/6
360 356 10/2/98 10/10/13 1,493,805 Lock/28_Defeasance/146_0%/6
- --------------------------------------------------------------------------------------------------------------------------
300 294 7/22/98 8/1/08 1,681,802 Lock/31_Defeasance/83_0%/6
360 356 9/23/98 4/10/09 1,733,186 Lock/28_Defeasance/89_0%/9
312 309 11/5/98 11/10/13 1,278,671 Lock/27_Defeasance/150_0%/3
180 177 11/5/98 11/10/08 906,712 Lock/27_Defeasance/87_0%/6
360 355 8/31/98 9/10/08 1,736,846 Lock/29_Defeasance/85_0%/6
- --------------------------------------------------------------------------------------------------------------------------
237 235 11/25/98 9/1/18 0 Lock/60_Defeasance/175_0%/2
360 358 11/24/98 12/10/08 1,710,235 Lock/26_Defeasance/94
360 357 10/13/98 11/10/13 1,471,706 Lock/27_Defeasance/147_0%/6
360 356 9/25/98 10/10/08 1,683,111 Lock/28_Defeasance/92
360 356 9/23/98 10/10/08 1,677,744 Lock/28_Defeasance/86_0%/6
- --------------------------------------------------------------------------------------------------------------------------
300 297 11/3/98 11/10/08 1,531,276 Lock/27_Defeasance/93
300 296 9/4/98 10/1/08 1,574,631 Lock/29_Defeasance/85_0%/6
300 296 9/15/98 10/10/08 1,566,992 Lock/28_Defeasance/86_0%/6
360 358 12/3/98 12/10/08 1,651,689 Lock/26_Defeasance/94
237 235 11/25/98 9/1/18 0 Lock/60_Defeasance/175_0%/2
- --------------------------------------------------------------------------------------------------------------------------
360 359 12/23/98 1/10/09 1,626,678 Lock/25_Defeasance/95
240 236 10/2/98 10/10/08 1,276,883 Lock/28 _Defeasance/87_0%/5
360 356 10/9/98 10/10/08 1,565,654 Lock/28_Defeasance/92
360 355 8/3/98 9/1/13 1,353,589 Lock/30_Defeasance/144_0%/6
300 297 10/7/98 1/1/09 1,379,497 Lock/48_Defeasance/70_0%/4
- --------------------------------------------------------------------------------------------------------------------------
360 356 10/8/98 10/10/08 1,463,074 Lock/28_Defeasance/92
360 358 12/2/98 12/10/08 1,484,825 Lock/26_Defeasance/91_0%/3
360 356 10/7/98 10/10/08 1,435,045 Lock/28_Defeasance/92
- - - - - -
- - - - - -
- --------------------------------------------------------------------------------------------------------------------------
300 295 8/31/98 12/1/08 1,327,558 Lock/48_Defeasance/71_0%/4
180 176 9/16/98 10/1/13 0 Lock/29_Defeasance/145_0%/6
300 296 9/9/98 4/1/18 631,231 Lock/29_Defeasance/199_0%/6
360 354 8/7/98 8/10/08 1,410,836 Lock/30_Defeasance/84_0%/6
360 355 8/31/98 9/10/08 1,385,306 Lock/29_Defeasance/85_0%/6
- --------------------------------------------------------------------------------------------------------------------------
360 354 7/20/98 8/1/08 1,401,513 (>YM or 1%)+(25%)/114_0%/6
360 359 12/11/98 1/10/09 1,352,136 Lock/25_Defeasance/95
300 298 12/1/98 12/10/08 1,263,402 Lock/26_Defeasance/94
216 213 10/14/98 11/10/16 0 Lock/27_Defeasance/183_0%/6
360 359 12/18/98 1/10/09 1,341,999 Lock/25_Defeasance/95
- --------------------------------------------------------------------------------------------------------------------------
360 355 8/21/98 9/1/08 1,335,894 Lock/30_Defeasance/84_0%6
360 357 11/6/98 11/10/08 1,343,736 Lock/27_Defeasance/87_0%/6
300 297 11/5/98 11/10/08 1,199,365 Lock/27_Defeasance/87_0%/6
360 356 9/23/98 10/10/08 1,263,664 Lock/28_Defeasance/92
300 297 10/8/98 11/1/13 909,326 Lock/28_Defeasance/146_0%/6
- --------------------------------------------------------------------------------------------------------------------------
360 356 9/23/98 10/10/08 1,258,308 Lock/28_Defeasance/86_0%/6
300 296 9/3/98 4/1/18 558,226 Lock/29_Defeasance/199_0%/6
180 174 7/20/98 8/1/13 0 Lock/31_Defeasance/143_0%/6
360 358 11/12/98 12/10/08 1,179,111 Lock/26_Defeasance/91_0%/3
300 298 10/14/98 12/1/08 1,129,492 Lock/28_Defeasance/86_0%/6
- --------------------------------------------------------------------------------------------------------------------------
300 297 11/9/98 11/10/08 1,089,927 Lock/27_Defeasance/93
300 296 9/3/98 10/1/17 561,178 Lock/29_Defeasance/193_0%/6
360 354 7/29/98 8/1/08 1,158,468 Lock/31_Defeasance/83_0%/6
144 142 11/24/98 12/10/10 0 Lock/26_Defeasance/118
360 358 11/17/98 12/10/13 1,015,562 Lock/26_Defeasance/154
- --------------------------------------------------------------------------------------------------------------------------
377 375 12/7/98 12/10/08 1,175,261 Lock/26_Defeasance/91_0%/3
360 356 9/25/98 10/10/08 1,111,593 Lock/28_Defeasance/92
300 295 9/4/98 9/10/08 1,001,587 Lock/29_Defeasance/85_0%/6
360 357 10/29/98 11/10/08 1,075,050 Lock/27_Defeasance/93
360 357 10/29/98 11/10/08 1,055,533 Lock/27_Defeasance/93_0%/0
- --------------------------------------------------------------------------------------------------------------------------
360 356 9/23/98 10/10/08 1,013,312 Lock/28_Defeasance/86_0%/6
300 297 10/16/98 11/10/08 943,705 Lock/26_Defeasance/94
300 297 10/8/98 11/1/08 935,559 Lock/28_Defeasance/86_0%/6
360 356 9/17/98 10/10/08 962,007 Lock/28_Defeasance/86 _0%/6
360 358 11/25/98 12/10/13 811,055 Lock/26_Defeasance/148_0%/6
- --------------------------------------------------------------------------------------------------------------------------
370 366 9/24/98 10/10/08 932,988 Lock/28_Defeasance/86_0%/6
360 355 9/8/98 9/10/08 940,628 Lock/29_Defeasance/85_0%/6
360 354 7/24/98 8/1/08 948,496 Lock/31_Defeasance/83_0%/6
240 235 8/31/98 9/1/18 0 Lock/30_Defeasance/204_0%/6
300 296 10/7/98 10/10/08 802,558 Lock/28_Defeasance/86_0%/6
- --------------------------------------------------------------------------------------------------------------------------
360 356 9/23/98 10/10/08 838,872 Lock/28_Defeasance/86_0%/6
360 354 7/20/98 8/1/08 849,532 (>YM or 1%)+(25%)/114_0%/6
300 295 9/3/98 9/10/08 720,192 Lock/29_Defeasance/85_0%/6
360 359 12/23/98 1/10/09 778,729 Lock/25_Defeaseance/95
360 354 7/20/98 8/1/08 767,598 (>YM or 1%)+(25%)/114_0%/6
- --------------------------------------------------------------------------------------------------------------------------
360 354 7/20/98 8/1/08 646,852 (>YM or 1%)+(25%)/114_0%/6
360 354 7/20/98 8/1/08 258,740 (>YM or 1%)+(25%)/114_0%/6
360 354 7/20/98 8/1/08 258,740 (>YM or 1%)+(25%)/114_0%/6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
YIELD UNDERWRITTEN UNDERWRITTEN CROSS -
MAINTENANCE MONTHLY NET NCF COLLATERALIZED APPRAISED
TYPE PAYMENT ($) CASH FLOW ($) DSCR (X) DSCR (X) VALUE ($)
===============================================================================================================
<S> <C> <C> <C> <C> <C>
- 495,671 7,817,635 1.31 - 91,000,000
- 420,944 6,260,015 1.24 - 86,950,000
- - 310,377 - - 4,950,000
- - 395,857 - - 6,500,000
- - 353,481 - - 5,900,000
- - 662,758 - - 9,800,000
- ---------------------------------------------------------------------------------------------------------------
- - 3,127,607 - - 36,600,000
- - 708,692 - - 11,100,000
- - 67,295 - - 2,600,000
- - 140,983 - - 2,100,000
- - 492,965 - - 7,400,000
- 421,467 7,046,731 1.39 - 79,900,000
- ---------------------------------------------------------------------------------------------------------------
- 256,666 5,806,602 1.89 - 77,000,000
- 214,425 3,680,679 1.43 - 48,000,000
- 161,868 4,137,904 2.13 2.21 55,550,000
- - 1,274,152 - - 16,800,000
- - 941,050 - - 12,000,000
- - 568,913 - - 6,900,000
- ---------------------------------------------------------------------------------------------------------------
- - 429,218 - - 6,700,000
- - 515,242 - - 7,250,000
- - 409,329 - - 5,900,000
- 148,025 2,274,218 1.28 - 38,050,000
- - 1,155,835 - - 20,100,000
- ---------------------------------------------------------------------------------------------------------------
- - 1,118,383 - - 17,950,000
Treasury Flat 174,267 2,729,007 1.30 - 33,000,000
- 156,649 2,375,503 1.26 - 29,575,000
- 151,424 2,357,651 1.30 - 29,770,000
- 127,497 2,041,924 1.33 - 25,500,000
- ---------------------------------------------------------------------------------------------------------------
- 128,797 1,931,292 1.25 - 24,500,000
- 127,531 1,636,999 1.20 - 23,200,000
- 142,596 4,968,814 2.90 2.92 26,070,000
- - 868,873 - - 4,670,000
- - 1,227,465 - - 6,660,000
- ---------------------------------------------------------------------------------------------------------------
- - 1,679,308 - - 8,560,000
- - 1,193,168 - - 6,180,000
- 108,325 1,653,973 1.27 - 21,900,000
- 114,245 1,465,734 1.07 - 22,550,000
- 121,909 1,725,606 1.18 - 21,150,000
- ---------------------------------------------------------------------------------------------------------------
- - 454,881 - - 8,200,000
- - 941,255 - - 8,700,000
- - 329,470 - - 4,250,000
- 112,950 2,028,162 1.50 - 21,510,000
- - 625,169 - - 6,530,000
- ---------------------------------------------------------------------------------------------------------------
- - 370,636 - - 4,760,000
- - 214,065 - - 2,080,000
- - 818,292 - - 8,140,000
- 99,457 2,365,585 1.98 - 32,000,000
- 108,137 1,555,038 1.20 - 19,640,000
- ---------------------------------------------------------------------------------------------------------------
- 104,491 1,568,297 1.25 - 19,200,000
- 89,582 1,370,291 1.27 - 15,900,000
- 92,323 1,408,264 1.43 - 15,600,000
- 79,229 1,199,310 1.26 - 15,600,000
- 70,210 1,117,999 1.33 - 13,710,000
- ---------------------------------------------------------------------------------------------------------------
- 72,037 1,251,170 1.45 - 14,000,000
- 75,224 1,126,569 1.25 - 12,500,000
- 67,213 1,027,195 1.27 - 12,700,000
- - 507,159 - - 6,200,000
- - 520,036 - - 6,500,000
- ---------------------------------------------------------------------------------------------------------------
- 70,967 1,612,000 1.89 - 14,700,000
- 62,115 1,109,518 1.49 - 11,860,000
- - 892,025 - - 9,510,000
- - 217,493 - - 2,350,000
- 64,541 1,064,517 1.58 - 15,500,000
- ---------------------------------------------------------------------------------------------------------------
- 59,729 1,281,820 1.79 - 15,000,000
- 63,397 1,597,186 2.10 - 11,630,000
- 59,977 936,426 1.30 - 12,000,000
- 58,376 899,671 1.28 - 11,700,000
- 53,067 866,189 1.36 - 11,200,000
- ---------------------------------------------------------------------------------------------------------------
- 51,334 860,365 1.40 - 10,340,000
- 51,787 822,404 1.32 - 12,000,000
- 47,917 675,196 1.17 - 9,750,000
- 50,559 801,480 1.32 - 10,800,000
- 49,895 837,726 1.40 - 10,000,000
- ---------------------------------------------------------------------------------------------------------------
- 48,243 926,237 1.60 - 13,500,000
- 46,053 802,577 1.45 - 10,600,000
- 49,132 790,070 1.34 - 9,000,000
- 48,471 709,507 1.22 - 10,000,000
- 45,529 801,441 1.47 - 10,150,000
- ---------------------------------------------------------------------------------------------------------------
- 46,526 628,527 1.29 - 8,800,000
- 41,117 1,005,654 2.04 - 12,250,000
- 48,830 1,242,811 2.12 - 8,400,000
- - 594,590 - - 4,800,000
- - 648,221 - - 3,600,000
- ---------------------------------------------------------------------------------------------------------------
- 45,606 685,112 1.25 - 8,965,000
- 43,923 732,202 1.39 - 8,700,000
- 47,444 832,912 1.46 - 7,900,000
- 39,115 566,279 1.61 - 6,750,000
- 48,321 943,452 1.63 - 8,700,000
- ---------------------------------------------------------------------------------------------------------------
- 37,217 592,698 1.33 - 8,000,000
- 40,751 648,965 1.33 - 8,350,000
- 40,663 1,893,442 3.88 - 14,100,000
- 46,278 849,639 1.53 - 8,700,000
- 59,644 755,397 1.06 - 8,300,000
- ---------------------------------------------------------------------------------------------------------------
Treasury Flat 38,761 606,580 1.30 - 8,100,000
- 37,570 616,026 1.37 - 7,250,000
- 33,433 555,494 1.38 - 7,250,000
- - 226,050 - - 3,000,000
- - 88,470 - - 1,300,000
- ---------------------------------------------------------------------------------------------------------------
- - 96,696 - - 1,050,000
- - 64,791 - - 900,000
- - 79,487 - - 1,000,000
- 38,295 641,886 1.40 - 6,880,000
- 33,285 728,613 1.82 - 10,000,000
- ---------------------------------------------------------------------------------------------------------------
- 38,511 581,111 1.26 - 7,300,000
- 33,671 693,559 1.72 - 7,255,000
- 35,926 543,063 1.52 - 6,750,000
- 33,454 601,184 1.50 - 7,100,000
- 36,187 575,596 1.33 - 7,000,000
- ---------------------------------------------------------------------------------------------------------------
- 39,553 725,000 1.53 - 8,900,000
- 36,536 440,249 1.00 - 5,150,000
Treasury Flat 33,647 609,534 1.51 1.52 8,000,000
- 33,003 587,672 1.48 - 6,590,000
- - 77,509 - - 950,000
- ---------------------------------------------------------------------------------------------------------------
- - 269,434 - - 3,370,000
- - 187,443 - - 1,610,000
- - 53,286 - - 660,000
- 33,422 520,334 1.30 - 6,000,000
- 35,915 1,117,685 2.59 - 6,500,000
- ---------------------------------------------------------------------------------------------------------------
- 41,448 590,341 1.19 - 6,100,000
- 48,702 592,211 1.01 - 6,100,000
- 30,123 408,287 1.13 - 5,700,000
- 30,248 455,159 1.25 - 5,750,000
- 29,572 461,276 1.30 - 5,500,000
- ---------------------------------------------------------------------------------------------------------------
- 29,575 488,252 1.38 - 5,600,000
- 29,765 482,497 1.35 - 6,200,000
- 26,738 437,443 1.36 - 5,610,000
- 29,940 462,402 1.29 - 5,835,000
- 26,417 453,473 1.43 - 5,385,000
- ---------------------------------------------------------------------------------------------------------------
- 26,080 512,602 1.64 - 5,400,000
Treasury Flat 29,270 480,580 1.37 - 6,600,000
- 27,010 874,391 2.70 2.21 11,000,000
- 27,841 509,294 1.52 - 6,100,000
- 26,275 495,830 1.57 - 5,300,000
- ---------------------------------------------------------------------------------------------------------------
- 28,051 472,044 1.40 - 5,900,000
- 30,971 609,000 1.64 - 7,200,000
- 26,580 425,365 1.33 - 5,100,000
- 38,198 587,039 1.28 - 6,900,000
- 29,183 542,534 1.55 - 5,600,000
- ---------------------------------------------------------------------------------------------------------------
- 30,387 510,022 1.40 - 5,500,000
- 29,097 475,561 1.36 - 4,900,000
- 24,946 398,793 1.33 - 5,400,000
- 25,711 417,295 1.35 - 5,075,000
- 26,134 433,093 1.38 - 5,200,000
- ---------------------------------------------------------------------------------------------------------------
- 22,717 374,071 1.37 - 5,000,000
- 27,585 434,334 1.31 - 4,800,000
- 36,723 482,072 1.09 - 6,000,000
- 24,817 397,711 1.34 - 4,830,000
- 21,929 422,806 1.61 - 5,600,000
- ---------------------------------------------------------------------------------------------------------------
- 35,348 511,672 1.21 - 6,300,000
- 27,243 982,220 3.00 2.92 5,150,000
- 24,152 403,187 1.39 - 4,800,000
- 28,645 328,180 1.00 - 8,330,000
- 23,639 220,672 1.33 - 3,950,000
- ---------------------------------------------------------------------------------------------------------------
- 26,027 589,603 1.89 - 5,600,000
- 24,428 388,653 1.33 - 4,600,000
- 21,663 327,594 1.26 - 4,250,000
- 22,402 382,321 1.42 - 5,000,000
- 23,348 386,068 1.38 - 4,700,000
- ---------------------------------------------------------------------------------------------------------------
- 21,379 342,711 1.34 - 4,000,000
- 20,170 339,542 1.40 - 4,545,000
- 19,953 358,702 1.50 - 4,000,000
- 19,729 327,094 1.38 - 4,250,000
- 26,786 679,081 2.11 - 6,200,000
- ---------------------------------------------------------------------------------------------------------------
Treasury+0.50% 28,320 495,862 1.46 - 5,100,000
- 25,880 441,280 1.42 - 4,500,000
- 20,660 321,966 1.30 - 3,820,000
- - 178,572 - - 2,120,000
- - 143,394 - - 1,700,000
- ---------------------------------------------------------------------------------------------------------------
- 19,612 295,026 1.25 - 3,800,000
- 18,897 393,548 1.74 - 5,400,000
- 19,021 337,099 1.48 - 4,185,000
- 18,333 335,311 1.52 - 6,400,000
- 20,143 333,194 1.59 - 3,750,000
- ---------------------------------------------------------------------------------------------------------------
- 21,114 300,614 1.19 - 3,700,000
- 23,413 354,465 1.26 - 4,000,000
- - 71,425 - - 800,000
- - 79,352 - - 900,000
- - 133,452 - - 1,500,000
- ---------------------------------------------------------------------------------------------------------------
- - 70,236 - - 800,000
- 19,627 294,875 1.25 - 3,700,000
- 19,359 291,863 1.26 - 4,000,000
- 18,619 286,183 1.28 - 3,655,000
- 19,351 302,704 1.52 - 3,460,000
- ---------------------------------------------------------------------------------------------------------------
- 17,712 296,238 1.39 - 4,000,000
- 18,347 307,937 1.40 - 3,850,000
- 17,388 319,759 1.53 1.52 3,750,000
- 19,017 319,916 1.40 - 4,700,000
- 16,903 337,848 1.67 - 4,200,000
- ---------------------------------------------------------------------------------------------------------------
- 19,166 324,884 1.41 - 3,700,000
- 17,839 294,122 1.37 - 3,600,000
- 18,012 278,762 1.29 - 3,275,000
- 17,120 295,830 1.44 - 3,300,000
- 19,155 432,266 1.88 - 4,500,000
- ---------------------------------------------------------------------------------------------------------------
- 18,449 312,396 1.41 - 3,320,000
- 14,722 277,355 1.57 - 3,000,000
- 21,707 423,363 1.63 - 4,400,000
- 13,918 292,527 1.75 - 3,300,000
- - 216,496 - - 2,300,000
- ---------------------------------------------------------------------------------------------------------------
- - 76,031 - - 1,000,000
- 15,052 246,602 1.37 - 3,500,000
- 17,236 297,189 1.44 - 3,175,000
- 15,578 268,105 1.43 - 3,400,000
- 17,216 264,524 1.28 - 2,900,000
- ---------------------------------------------------------------------------------------------------------------
- 13,487 217,211 1.34 - 2,800,000
- 13,184 204,509 1.29 - 3,000,000
- 14,475 322,915 1.86 - 3,510,000
- 17,816 224,580 1.05 - 2,400,000
- 12,627 228,753 1.51 1.52 3,790,000
- ---------------------------------------------------------------------------------------------------------------
- 15,753 214,884 1.14 - 2,730,000
- 12,731 255,389 1.67 - 3,200,000
- 13,331 206,589 1.29 - 2,600,000
- 17,666 279,313 1.32 - 3,050,000
- 13,438 213,156 1.32 - 2,700,000
- ---------------------------------------------------------------------------------------------------------------
- 16,412 206,788 1.05 - 2,470,000
- 13,103 212,973 1.35 - 2,600,000
- 13,102 299,661 1.91 - 3,400,000
- 12,262 239,291 1.63 - 2,500,000
- 12,104 477,867 3.29 - 5,500,000
- ---------------------------------------------------------------------------------------------------------------
- 12,992 211,057 1.35 - 3,040,000
- 14,188 358,807 2.11 - 3,260,000
- 13,969 256,149 1.53 - 2,860,000
- 12,906 223,909 1.45 - 2,400,000
- 16,137 194,727 1.01 - 2,300,000
- ---------------------------------------------------------------------------------------------------------------
- 12,958 205,485 1.32 - 2,350,000
- 15,060 259,500 1.44 - 2,700,000
- 11,140 201,038 1.50 - 2,430,000
- 12,482 196,364 1.31 - 2,500,000
- 11,975 338,752 2.36 - 3,800,000
- ---------------------------------------------------------------------------------------------------------------
- 10,448 214,217 1.71 - 2,300,000
- 11,738 190,624 1.35 - 2,150,000
- 10,185 229,218 1.88 - 3,075,000
- - 130,555 - - 1,660,000
- - 98,663 - - 1,415,000
- ---------------------------------------------------------------------------------------------------------------
- 12,128 281,869 1.94 - 4,600,000
- 14,689 192,914 1.09 - 2,170,000
- 11,521 211,433 1.53 - 2,500,000
- 11,258 187,362 1.39 - 2,285,000
- 10,508 163,987 1.30 - 2,100,000
- ---------------------------------------------------------------------------------------------------------------
Treasury Flat 11,046 200,946 1.52 1.52 2,400,000
- 9,977 160,920 1.34 - 2,200,000
- 11,462 200,020 1.45 - 2,200,000
- 11,963 150,423 1.05 - 1,700,000
- 10,485 167,299 1.33 - 2,145,000
- ---------------------------------------------------------------------------------------------------------------
- 10,503 171,959 1.36 - 2,250,000
- 10,896 173,041 1.32 - 2,060,000
- 11,191 197,869 1.47 - 2,600,000
- 9,236 159,015 1.43 - 2,250,000
- 10,514 192,282 1.52 - 2,000,000
- ---------------------------------------------------------------------------------------------------------------
- 9,078 370,079 3.40 - 3,830,000
- 10,119 191,864 1.58 - 2,330,000
- 13,012 204,218 1.31 - 1,900,000
- 8,611 209,108 2.02 - 2,850,000
- 10,763 208,487 1.61 - 2,200,000
- ---------------------------------------------------------------------------------------------------------------
- 9,585 181,075 1.57 - 2,200,000
- 9,469 178,658 1.57 - 2,170,000
- 8,982 156,724 1.45 - 1,875,000
- 12,195 162,577 1.11 - 1,585,000
- 9,477 142,234 1.25 - 3,100,000
- ---------------------------------------------------------------------------------------------------------------
- 9,511 146,107 1.28 - 1,800,000
- 8,518 153,483 1.50 - 1,680,000
- 9,058 136,483 1.26 - 1,633,000
- 8,074 157,294 1.62 - 1,800,000
- 7,770 127,718 1.37 - 1,930,000
- ---------------------------------------------------------------------------------------------------------------
- 7,460 196,763 2.20 - 3,240,000
- 8,481 127,732 1.26 - 1,900,000
- 8,250 166,447 1.68 - 1,700,000
- 7,371 124,694 1.41 - 1,500,000
- 7,244 196,913 2.27 - 2,650,000
- ---------------------------------------------------------------------------------------------------------------
- 6,595 224,654 2.84 - 2,500,000
- 7,206 115,956 1.34 - 1,775,000
- 7,470 103,106 1.27 - 1,400,000
- 8,517 106,233 1.04 - 1,380,000
- 6,687 114,790 1.43 - 1,410,000
- ---------------------------------------------------------------------------------------------------------------
- 6,052 199,603 2.75 - 2,480,000
Treasury Flat 6,695 121,776 1.52 1.52 2,000,000
- 6,565 104,778 1.33 - 1,305,000
- 6,204 107,585 1.45 - 1,150,000
Treasury Flat 6,050 110,484 1.52 1.52 1,600,000
- ---------------------------------------------------------------------------------------------------------------
Treasury Flat 5,098 93,340 1.53 1.52 1,300,000
Treasury Flat 2,039 37,489 1.53 1.52 550,000
Treasury Flat 2,039 37,671 1.54 1.52 470,000
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
APPRAISAL CONTROL CONTROL LOAN
DATE NUMBER NUMBER NUMBER PROPERTY NAME
===========================================================================================================================
<S> <C> <C> <C> <C>
10/20/98 1 1 GMAC4240 AMD Corporate Headquarters
- 2 2 GMAC1950 Meringoff & Shidler NY Portfolio
7/1/98 2a 2a GMAC1950-A 12 West 21st Street Office Building
7/1/98 2b 2b GMAC1950-B 12-16 West 27th Street Office Building
7/1/98 2c 2c GMAC1950-C West 26th Street Office Building
7/1/98 2d 2d GMAC1950-D 400 Eighth Avenue Office Building
- ---------------------------------------------------------------------------------------------------------------------------
7/1/98 2e 2e GMAC1950-E 401 Park Avenue South Office Building
7/1/98 2f 2f GMAC1950-F 462-68 Broadway Office Building
7/1/98 2g 2g GMAC1950-G 681 Lexington Office Building
7/1/98 2h 2h GMAC1950-H 686 Lexington Office Building
7/1/98 2i 2i GMAC1950-I 88 University Place Office Building
11/27/98 3 3 GMAC4690 Hudson Valley Mall
- ---------------------------------------------------------------------------------------------------------------------------
10/9/98 4 4 GMAC4420 The Mills Building & 333 Pine Street
7/10/98 5 5 GMAC1060 211 W. Fort Street
- 6 6 GMAC2940 Uniprop Manufactured Housing Comm. Income Fund II
3/1/98 6a 6a GMAC2940-A West Valley
3/1/98 6b 6b GMAC2940-B El Adobe
3/1/98 6c 6c GMAC2940-C Camelot Manor
- ---------------------------------------------------------------------------------------------------------------------------
3/1/98 6d 6d GMAC2940-D Stonegate
3/1/98 6e 6e GMAC2940-E Ardmor Village
3/1/98 6f 6f GMAC2940-F Dutch Hills
- 7 7 GMAC2070 Monterra & Chandler's Reach Apartments
9/3/98 7a 7a GMAC2070-A Monterra Apartments
- ---------------------------------------------------------------------------------------------------------------------------
9/18/98 7b 7b GMAC2070-B Chandler's Reach Apartments
7/21/98 8 8 GMAC1710 Cendant Corp.
10/8/98 9 9 GMAC4300 Camden at Palmer Ranch
11/9/98 10 10 GMAC4560 Villas at Rancho Del Norte
4/16/98 11 11 GMAC3020 Victoria Woods Apartments
- ---------------------------------------------------------------------------------------------------------------------------
11/5/98 12 12 GMAC4570 Balmoral Village Apartments
10/7/98 13 13 GMAC4140 Schoettler Village Apartments
- 14 14 GMAC2650 Skyview Living Centers
7/27/98 14a 14a GMAC2650-A Skyview Living Center of Stamford
7/27/98 14b 14b GMAC2650-B Skyview Living Center of Lewisville
- ---------------------------------------------------------------------------------------------------------------------------
7/27/98 14c 14c GMAC2650-C Skyview Living Center of Denton
7/27/98 14d 14d GMAC2650-D Skyview Living Center of Waco
7/15/98 15 15 GMAC1470 Delta Pointe Apartments
11/1/98 16 16 GMAC3310 Round Hill Square Shopping Center
- 17 17 GMAC1160 AmeriPark Assisted Living Facilities
- ---------------------------------------------------------------------------------------------------------------------------
3/30/98 17a 17a GMAC1160-A Sequoia Village
3/30/98 17b 17b GMAC1160-B The Village
3/30/98 17c 17c GMAC1160-C Twin Cities Village
- 18 18 GMAC3730 All Space Self Storage
9/24/98 18a 18a GMAC3730-A All Space - Costa Mesa
- ---------------------------------------------------------------------------------------------------------------------------
9/25/98 18b 18b GMAC3730-B All Space - San Marcos
9/24/98 18c 18c GMAC3730-C All Space - Garden Grove
9/24/98 18d 18d GMAC3730-D All Space - Huntington Beach
8/19/98 19 19 GMAC2500 Robertson Center
10/13/98 20 20 GMAC4160 Hathaway Court Apartments
- ---------------------------------------------------------------------------------------------------------------------------
7/29/98 21 21 GMAC2080 One Montgomery Plaza
8/27/98 22 22 GMAC3980 Windward Concourse
5/1/98 23 23 GMAC4580 Westchester Shopping Center
8/3/98 24 24 GMAC3180 Arbor Trail Apartments
10/1/98 25 25 GMAC2380 Promenade at Red Cliff
- ---------------------------------------------------------------------------------------------------------------------------
7/6/98 26 26 GMAC2470 The River Inn
7/20/98 27 27 GMAC1690 Heritage Place Office Tower
- 28 28 GMAC1360 Colonial Trace & Summerfield Apartments
5/28/98 28a 28a GMAC1360-A Colonial Trace Apartments
5/28/98 28b 28b GMAC1360-B Summerfield Apartments
- ---------------------------------------------------------------------------------------------------------------------------
9/1/98 29 29 GMAC3490 Courtyard by Marriott - Irving
- 30 30 GMAC1600 Foxfire I & II Apartments
9/3/98 30a 30a GMAC1600-A Foxfire I & II Apartments
9/3/98 30b 30b GMAC1600-B Spanish Walk Apartments
9/9/98 31 31 GMAC3700 3780-3858 Nostrand Avenue
- ---------------------------------------------------------------------------------------------------------------------------
7/16/98 32 32 GMAC1350 Colchester Facility
7/27/98 33 33 GMAC2450 The Gardens of Richardson
9/1/98 34 34 GMAC4480 Pontiac Place
6/16/98 35 35 GMAC2530 Roseville-Sutter Medical Office Building
8/21/98 36 36 GMAC2720 Staples & Linens 'N Things
- ---------------------------------------------------------------------------------------------------------------------------
5/28/98 37 37 GMAC1170 Applewood on the Green Apartments
6/22/98 38 38 GMAC2880 Union Foods Industrial Building
6/2/98 39 39 GMAC1100 401-415 Santa Monica Boulevard
7/10/98 40 40 GMAC2090 Mountain View Corp. Center
9/24/98 41 41 GMAC3810 Coronado Plaza
- ---------------------------------------------------------------------------------------------------------------------------
8/28/98 42 42 GMAC3340 Willowbend Apartments
6/10/98 43 43 GMAC2930 Vista Del Sol - Uniprop NCII
10/14/98 44 44 GMAC4070 Alpine Lake Apartments
10/13/98 45 45 GMAC4190 Valley River Court Apartments
8/17/98 46 46 GMAC3150 1347 Partnership
- ---------------------------------------------------------------------------------------------------------------------------
10/12/98 47 47 GMAC4030 U.S. Justice Building
6/9/98 48 48 GMAC2920 Valley View - Uniprop NCII
- 49 49 GMAC1530 Hacienda Care II/III, LLC
7/1/98 49a 49a GMAC1530-A Ennis Care Center
7/1/98 49b 49b GMAC1530-B Community Care Center
- ---------------------------------------------------------------------------------------------------------------------------
10/1/98 50 50 GMAC4310 Park Palace Apartments
4/28/98 51 51 GMAC1050 1801 South Clinton Street
4/3/98 52 52 GMAC1850 Leisure Village Assisted Living
6/29/98 53 53 GMAC2600 Sherwood Apartments
12/1/98 54 54 GMAC4680 Hampton Inn - Solon
- ---------------------------------------------------------------------------------------------------------------------------
8/18/98 55 55 GMAC2660 Somerset Business Park
6/23/98 56 56 GMAC3100 Westridge Shopping Center
3/6/98 57 57 GMAC1410 Congress Care Center
3/31/98 58 58 GMAC1430 Courtyard by Marriott - Orlando
6/24/98 59 59 GMAC1260 Brittany Acres Apartments
- ---------------------------------------------------------------------------------------------------------------------------
5/28/98 60 60 GMAC1400 Comp USA - Barnes & Noble
6/26/98 61 61 GMAC2870 Twelve Oaks Townhomes
- 62 62 GMAC3300 Platinum Properties
7/25/98 62a 62a GMAC3300-A Colonial House Apartments
7/25/98 62b 62b GMAC3300-B Cody Apartments
- ---------------------------------------------------------------------------------------------------------------------------
7/25/98 62c 62c GMAC3300-C Midvale Manor Apartments
7/25/98 62d 62d GMAC3300-D Oak Terrace Apartments
7/25/98 62e 62e GMAC3300-E Pebble Creek Apartments
10/30/98 63 63 GMAC4340 Greenbryre Apartments
7/16/98 64 64 GMAC2590 Scott Villa Apartments
- ---------------------------------------------------------------------------------------------------------------------------
11/3/98 65 65 GMAC4170 Kendall Corporate Center
8/3/98 66 66 GMAC1640 Gwinnett Place Business Park
7/1/98 67 67 GMAC1110 Madison House Apartments
9/1/98 68 68 GMAC1280 Bryn Mawr Square
9/17/98 69 69 GMAC3850 Cypress Corporate Center
- ---------------------------------------------------------------------------------------------------------------------------
1/1/98 70 70 GMAC1440 Courtyard by Marriott - Sugarland
9/1/98 71 71 GMAC3210 K-Mart
4/15/98 72 72 GMAC2170 NEI Portfolio I- Yorba Linda Center
- 73 73 GMAC1450 Cowan Moving and Storage
5/8/98 73a 73a GMAC1450-A Cowan Moving and Storage
- ---------------------------------------------------------------------------------------------------------------------------
5/8/98 73b 73b GMAC1450-B Cowan Moving and Storage
5/8/98 73c 73c GMAC1450-C Cowan Moving and Storage
5/8/98 73d 73d GMAC1450-D Cowan Moving and Storage
10/30/98 74 74 GMAC4350 Seasons Chase Apartments
6/1/98 75 75 GMAC2440 Retirement and Nursing Center - Austin, Ltd.
- ---------------------------------------------------------------------------------------------------------------------------
6/1/98 76 76 GMAC1740 INS Building
8/1/98 77 77 GMAC3640 Webster Building
8/1/98 78 78 GMAC1860 Linden West and East Apartments
10/8/98 79 79 GMAC4020 Sherwood Forest Apartments
9/18/98 80 80 GMAC3410 Apria Healthcare Building
- ---------------------------------------------------------------------------------------------------------------------------
9/25/98 81 81 GMAC3190 Foxboro & Ashworth Pointe Apartments
8/25/98 82 82 GMAC2830 The Trade Center
8/27/98 83 83 GMAC3200 Candlewood Apartments
11/16/98 84 84 GMAC4330 Pelham Ridge Apartments
8/21/98 85 85 GMAC3110 Willshire Cove Apartments
- ---------------------------------------------------------------------------------------------------------------------------
7/16/98 86 86 GMAC1480 Desert Wind Apartments
5/13/98 87 87 GMAC2370 Promenade at Beach Boulevard
3/1/98 88 88 GMAC2990 Sunshine Village
8/11/98 89 89 GMAC3560 Kew Gardens Apartments
7/10/98 90 90 GMAC3030 Village on the Green Apartments
- ---------------------------------------------------------------------------------------------------------------------------
5/20/98 91 91 GMAC2550 Sandy Safeway Center
1/1/98 92 92 GMAC2430 Residence Inn by Marriott - Sugarland
2/10/98 93 93 GMAC3060 Vista Court Apartments
9/11/98 94 94 GMAC1590 Forest Ridge & Vistas Apartments
8/1/98 95 95 GMAC2800 Super 8 Motel
- ---------------------------------------------------------------------------------------------------------------------------
9/16/98 96 96 GMAC3140 110-114 Delancey Street
7/14/98 97 97 GMAC2230 Orangeburg Nursing Home
6/29/98 98 98 GMAC1730 Hycor Biomedical - Control Income Properties I
8/10/98 99 99 GMAC1020 149-155 Weldon Parkway Office/Warehouse Buildings
10/20/98 100 100 GMAC4280 Highland Industrial Building
- ---------------------------------------------------------------------------------------------------------------------------
6/22/98 101 101 GMAC1190 Barnes & Noble Bookstore
7/15/98 102 102 GMAC2610 Sherwood Village Apartments
6/15/98 103 103 GMAC3440 Camino de la Reina Offices
7/2/98 104 104 GMAC4080 Bonaventure & La Residencia Apartments
6/8/98 105 105 GMAC2910 Swan Meadow Village - Uniprop NCII
- ---------------------------------------------------------------------------------------------------------------------------
9/30/98 106 106 GMAC3940 KMart/Winn Dixie Shopping Center
7/27/98 107 107 GMAC2651 Skyview Living Center of SA
8/3/98 108 108 GMAC3760 Avery Center
9/1/98 109 109 GMAC1780 Koll Limited Edition
1/1/99 110 110 GMAC2510 The Roosevelt
- ---------------------------------------------------------------------------------------------------------------------------
8/6/98 111 111 GMAC1380 Comfort Suites - Highlands Ranch
6/24/98 112 112 GMAC2190 North River Business Center
6/17/98 113 113 GMAC1420 Copper Croft Apartments
10/30/98 114 114 GMAC4200 Victorian Square Apartments
9/2/98 115 115 GMAC1910 Mandarin Emporium Shopping Center
- ---------------------------------------------------------------------------------------------------------------------------
8/26/98 116 116 GMAC3320 Whisperwood Apartments
5/27/98 117 117 GMAC1070 222 New Road
5/21/98 118 118 GMAC1790 La Posada Del Rey Apartments
8/3/98 119 119 GMAC2300 Peachtree Executive Office Park
1/5/98 120 120 GMAC2560 Sanford Home for Adults
- ---------------------------------------------------------------------------------------------------------------------------
10/9/98 121 121 GMAC1090 Voltarc Technologies Industrial Bldg.
8/14/98 122 122 GMAC3010 Valleyfield Apartments
- 123 123 GMAC3710 5801 14th Avenue & 273 Avenue P
9/23/98 123a 123a GMAC3710-A 273 Avenue P Apartments
9/23/98 123b 123b GMAC3710-B Pershing Arms Apartments
- ---------------------------------------------------------------------------------------------------------------------------
9/9/98 124 124 GMAC3170 41-43 39th Place Apartments
5/15/98 125 125 GMAC2840 Town Hall Shoppes
3/1/98 126 126 GMAC1340 Claremont Corporate Center II
7/6/98 127 127 GMAC2640 Simms Building
6/6/98 128 128 GMAC2820 Terra Villa Apartments
- ---------------------------------------------------------------------------------------------------------------------------
10/14/98 129 129 GMAC2460 Rite Aid - Fremont
- 130 130 GMAC2580 Schwartz Portfolio
6/26/98 130a 130a GMAC2580-A Bell Towers
6/26/98 130b 130b GMAC2580-B Christopher Center
6/26/98 130c 130c GMAC2580-C Mantra Center
- ---------------------------------------------------------------------------------------------------------------------------
6/26/98 130d 130d GMAC2580-D Coventry Square
9/16/98 131 131 GMAC3670 Casa Real Apartments
5/14/98 132 132 GMAC2480 River Ten Apartments
6/24/98 133 133 GMAC1580 Fernwood Apartments
10/6/98 134 134 GMAC3950 Marina Lakes Office Building
- ---------------------------------------------------------------------------------------------------------------------------
5/27/98 135 135 GMAC1130 778 Long Ridge Road Medical Office Building
8/6/98 136 136 GMAC1180 Audubon Manor Apartments
7/19/98 137 137 GMAC1230 Sabal Ridge Shopping Center
7/29/98 138 138 GMAC2340 Perkins Center
6/11/98 139 139 GMAC2900 River Walk - Uniprop NCII
- ---------------------------------------------------------------------------------------------------------------------------
9/1/98 140 140 GMAC1540 Eustis Plaza
4/28/98 141 141 GMAC1030 1516 Baylis Street
7/10/98 142 142 GMAC2400 Rancho Mill Apartments
9/15/98 143 143 GMAC3590 Ridgewood Heights Apartments
8/6/98 144 144 GMAC1570 Fairfield Inn by Marriott
- ---------------------------------------------------------------------------------------------------------------------------
5/20/98 145 145 GMAC2250 Pacific Care Center
7/14/98 146 146 GMAC2790 Sugar Creek Apartments
7/28/98 147 147 GMAC1370 Comfort Inn - Stafford, VA
- 148 148 GMAC3500 San Souci Apartments & Esquire House Apartments
9/2/98 148a 148a GMAC3500-A Esquire House Apartments
- ---------------------------------------------------------------------------------------------------------------------------
9/2/98 148b 148b GMAC3500-B San Souci Apartments
6/5/98 149 149 GMAC1460 Crystalaire Mobile Home Park
6/11/98 150 150 GMAC2280 Parkview Apartments
3/2/98 151 151 GMAC2670 Spring Plaza Office Center
10/15/98 152 152 GMAC1240 Briarwood Apartments
- ---------------------------------------------------------------------------------------------------------------------------
7/27/98 153 153 GMAC1510 Eastlake Apartments
8/3/98 154 154 GMAC2310 Peachtree Northeast Business Park
4/23/98 155 155 GMAC2210 Oakdale Manor Cooperative Apartments
7/23/98 156 156 GMAC2710 Staples Plaza
7/24/98 157 157 GMAC1220 Bayshore Manor Office and Apartments
- ---------------------------------------------------------------------------------------------------------------------------
6/23/98 158 158 GMAC2410 Redmond Retirement Manor
6/11/98 159 159 GMAC2890 Mill Run - Uniprop NCII
2/10/98 160 160 GMAC2680 Spruce Pointe Apartments
4/27/98 161 161 GMAC3570 Market Place Shopping Center
4/13/98 162 162 GMAC1700 Heritage Square Shopping Center
- ---------------------------------------------------------------------------------------------------------------------------
7/14/98 163 163 GMAC4740 Eckerd's Clarksville
8/27/98 164 164 GMAC1500 Drewbar Apartments
7/1/98 165 165 GMAC1930 The Meadows Apartments
7/20/98 166 166 GMAC1720 Holly Park Apartments
6/25/98 167 167 GMAC2760 Stor-All Self Storage - Marietta
- ---------------------------------------------------------------------------------------------------------------------------
8/24/98 168 168 GMAC3220 Mission Garden Apartments
7/17/98 169 169 GMAC1760 Karrington Care Center
6/10/98 170 170 GMAC1390 Commerce Corner Shopping Center
8/27/98 171 171 GMAC3930 Harrison Place Apartments
7/16/98 172 172 GMAC4750 Eckerd's Shelbyville
- ---------------------------------------------------------------------------------------------------------------------------
10/21/98 173 173 GMAC4630 Heritage House Apartments
4/1/98 174 174 GMAC1140 880 River Avenue
5/28/98 175 175 GMAC2200 Northwood Apartments
5/1/98 176 176 GMAC2700 St. Paul Building
9/1/98 177 177 GMAC2850 Travelodge Hotel
- ---------------------------------------------------------------------------------------------------------------------------
7/23/98 178 178 GMAC1920 Martindale Court
6/16/98 179 179 GMAC1270 Brittany Apartments
- 180 180 GMAC2860 Tutor Time & Burger King
8/26/98 180a 180a GMAC2860-A Tutor Time Child Care Facility
9/6/98 180b 180b GMAC2860-B Burger King
- ---------------------------------------------------------------------------------------------------------------------------
7/1/98 181 181 GMAC1210 Best Western Battlefield Inn
8/1/98 182 182 GMAC3070 Walgreens-San Marcos
8/10/98 183 183 GMAC1650 Eckerd Drug Store
3/1/98 184 184 GMAC1330 Claremont Corporate Center I
6/24/98 185 185 GMAC2490 RiverQuick Apartments
- ---------------------------------------------------------------------------------------------------------------------------
3/19/98 186 186 GMAC2150 NEI Portfolio I - Frontage Rd
7/10/98 187 187 GMAC1010 111 Northfield Avenue Office
7/13/98 188 188 GMAC1900 Maison Terrebonne Apartments
8/11/98 189 189 GMAC1520 Eckerd Drug Store - Lithonia
9/18/98 190 190 GMAC3690 360-370 East 31st Street
- ---------------------------------------------------------------------------------------------------------------------------
6/1/98 191 191 GMAC1890 Main Line Professional Center
8/28/98 192 192 GMAC3420 ATC Building
8/3/98 193 193 GMAC3920 Halliburton Center
6/29/98 194 194 GMAC2780 Stratford Commons Apartments
6/30/98 195 195 GMAC2420 Redwood Village Assisted Living
- ---------------------------------------------------------------------------------------------------------------------------
6/24/98 196 196 GMAC2770 Stor All Self Storage - Tucker
7/6/98 197 197 GMAC1660 Eckerd Drug Store
5/13/98 198 198 GMAC1040 15th Street Industrial
6/15/98 199 199 GMAC1770 Kester Avenue Apartments
5/21/98 200 200 GMAC3650 Murfreesboro Nursing Center
- ---------------------------------------------------------------------------------------------------------------------------
6/17/98 201 201 GMAC1810 Lakewood Apartments
7/8/98 202 202 GMAC1670 Eckerd Drug Store
5/11/98 203 203 GMAC1820 Lakewood Park Apartments
10/1/98 204 204 GMAC2050 Merrill Lynch Building
6/19/98 205 205 GMAC3780 Centennial Place Apartments
- ---------------------------------------------------------------------------------------------------------------------------
7/9/98 206 206 GMAC4410 Mercedes Plaza Shopping Center
8/6/98 207 207 GMAC2350 Perkiomen Apartments
7/15/98 208 208 GMAC1560 Fairfield Apartments
8/11/98 209 209 GMAC2810 Tally Ho Apartments
8/11/98 210 210 GMAC1290 Californian Apartments
- ---------------------------------------------------------------------------------------------------------------------------
6/25/98 211 211 GMAC2740 Stor-All Self Storage - Dunwoody
8/13/98 212 212 GMAC1750 Jernee Mill Plaza
6/30/98 213 213 GMAC1300 Cambridge Hills Assisted Living Center
7/9/98 214 214 GMAC3090 Westlake Village Professional
9/22/98 215 215 GMAC1680 Office Max Retail Store
- ---------------------------------------------------------------------------------------------------------------------------
6/14/98 216 216 GMAC2750 Stor All Self Storage-Lake Worth
6/24/98 217 217 GMAC2330 PEP Boys
4/8/98 218 218 GMAC2290 Parkview Garden Apartments
7/1/98 219 219 GMAC1250 Bridgestone - Firestone
6/16/98 220 220 GMAC3130 Winterhaven Apartments
- ---------------------------------------------------------------------------------------------------------------------------
6/24/98 221 221 GMAC2730 Decatur Stor - All
4/8/98 222 222 GMAC2160 NEI Portfolio I - Roberts Street Office Bldg.
7/13/98 223 223 GMAC1320 Chief Auto Shopping Center
10/22/98 224 224 GMAC4780 Lakeway Apartments
4/16/98 225 225 GMAC2130 NEI Portfolio I - Congress
- ---------------------------------------------------------------------------------------------------------------------------
4/10/98 226 226 GMAC2120 NEI Portfolio I - Prospect Apartments
4/10/98 227 227 GMAC2110 NEI Portfolio I - 27 Imlay Street
4/10/98 228 228 GMAC2140 NEI Portfolio I - Farmington
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUT-OFF SCHEDULED CROSS - SQ. FT, UNITS
DATE MATURITY OR ARD COLLATERALIZED YEAR YEAR BEDS, PADS
LTV (%) DATE LTV (%) LTV RATIO (%) BUILT RENOVATED OR ROOMS
==============================================================================================================================
<S> <C> <C> <C> <C> <C>
74.96 65.66 - 1980 , 1995 1993 362,000 Sq Ft
72.23 62.21 - - - 761,740 Sq Ft
- - - 1907 - 58,700 Sq Ft
- - - 1912 - 89,200 Sq Ft
- - - 1909 - 83,700 Sq Ft
- - - 1922 - 75,796 Sq Ft
- ------------------------------------------------------------------------------------------------------------------------------
- - - 1909 - 210,200 Sq Ft
- - - 1891 - 140,000 Sq Ft
- - - 1921 1981 16,944 Sq Ft
- - - 1922 - 16,500 Sq Ft
- - - 1906 - 70,700 Sq Ft
67.54 64.07 - 1981 1989,'95,'97 644,265 Sq Ft
- ------------------------------------------------------------------------------------------------------------------------------
46.75 44.32 - 1892,'14,'17,'18,'31 - 431,946 Sq Ft
66.40 49.48 - 1963 1993 , 1998 464,376 Sq Ft
46.08 38.70 44.88 2,047 Pads
- - - 1972 - 420 Pads
- - - 1975 - 367 Pads
- - - 1973 - 335 Pads
- ------------------------------------------------------------------------------------------------------------------------------
- - - 1968 - 308 Pads
- - - 1974 - 339 Pads
- - - 1975 - 278 Pads
61.76 58.45 - 346 Units
- - - 1987 - 180 Units
- ------------------------------------------------------------------------------------------------------------------------------
- - - 1987 - 166 Units
72.47 62.29 - 1985 1997 - 1998 229,500 Sq Ft
75.54 65.98 - 1988 - 432 Units
73.01 63.36 - 1997 - 337 Units
79.72 67.64 - 1989 - 392 Units
- ------------------------------------------------------------------------------------------------------------------------------
75.46 65.48 - 1990 - 312 Units
71.02 69.00 - 1978 - 1979 - 300 Units
68.23 46.46 68.25 408 Beds
- - - 1974 - 86 Beds
- - - 1974 1998 116 Beds
- ------------------------------------------------------------------------------------------------------------------------------
- - - 1974 1997 106 Beds
- - - 1969 1980 , 1989 100 Beds
80.00 70.64 - 1986 - 268 Units
68.01 65.87 - 1998 - 118,430 Sq Ft
79.44 63.29 - 310 Units
- ------------------------------------------------------------------------------------------------------------------------------
- - - 1995 - 92 Units
- - - 1976 1980 146 Units
- - - 1994 - 72 Units
74.34 56.31 - 342,378 Sq Ft
- - - 1985 - 80,490 Sq Ft
- ------------------------------------------------------------------------------------------------------------------------------
- - - 1985 109,456 Sq Ft
- - - 1974 39,964 Sq Ft
- - - 1972 - 112,468 Sq Ft
49.87 42.22 - 1986 - 106,435 Sq Ft
78.57 68.27 - 1998 - 272 Units
- ------------------------------------------------------------------------------------------------------------------------------
76.99 63.96 - 1974 - 225,634 Sq Ft
84.84 72.82 - 1998 - 102,569 Sq Ft
76.54 79.21 - 1959 1966,'83,'90 224,757 Sq Ft
79.49 70.61 - 1971 - 372 Units
79.89 68.19 - 1997 - 94,927 Sq Ft
- ------------------------------------------------------------------------------------------------------------------------------
71.89 52.32 - 1957 1978 126 Rooms
79.79 60.34 - 1992 - 95,783 Sq Ft
78.43 67.74 - 473 Units
- - - 1972 - 1973 1993 - 1994 241 Units
- - - 1972 - 1973 1993 - 1994 232 Units
- ------------------------------------------------------------------------------------------------------------------------------
67.45 53.38 - 1997 - 153 Rooms
79.74 68.33 - 404 Units
- - - 1963 , 1971 - 312 Units
- - - 1969 1996 92 Units
50.55 50.69 - 1962 , 1984 1996 , 1998 73,650 Sq Ft
- ------------------------------------------------------------------------------------------------------------------------------
59.81 51.46 - 1990 - 1991 - 72,650 Sq Ft
75.22 59.86 - 1988 - 168 Beds
72.18 62.73 - 1972 1998 153,370 Sq Ft
73.27 60.31 - 1998 - 63,504 Sq Ft
72.21 51.11 - 1974 1997 - 1998 60,000 Sq Ft
- ------------------------------------------------------------------------------------------------------------------------------
77.11 65.83 - 1971 1991 - 1998 234 Units
64.74 55.76 - 1998 - 167,185 Sq Ft
67.94 65.56 - 1925 1993 32,849 Sq Ft
69.44 62.29 - 1985 - 71,596 Sq Ft
74.95 64.37 - 1977 - 1978 1985 39,768 Sq Ft
- ------------------------------------------------------------------------------------------------------------------------------
54.92 46.94 - 1985 - 208 Units
69.56 58.22 - 1986 - 475 Pads
79.95 69.06 - 1988 - 1989 - 268 Units
70.20 60.80 - 1997 - 144 Units
68.86 58.87 - 1995 - 28,828 Sq Ft
- ------------------------------------------------------------------------------------------------------------------------------
67.00 66.37 - 1980 1993,'97, '98 137,820 Sq Ft
54.90 45.69 - 1973 , 1995 - 406 Pads
78.76 62.97 - 230 Beds
- - - 1966 , 1976 - 155 Beds
- - - 1955 , 1974 - 75 Beds
- ------------------------------------------------------------------------------------------------------------------------------
72.97 63.36 - 1987 - 110 Units
74.71 58.08 - 1986 , 1997 - 141,440 Sq Ft
79.74 64.09 - 1974 - 312 Beds
79.69 77.46 - 1974 - 216 Units
70.05 57.07 - 1997 - 103 Rooms
- ------------------------------------------------------------------------------------------------------------------------------
74.80 63.30 - 1991 - 157,809 Sq Ft
71.58 55.81 - 1958,70,'85,'88 - 63,515 Sq Ft
42.33 40.04 - 1970 1991 216 Beds
68.32 55.21 - 1997 - 123 Rooms
70.60 36.86 - 1965 1983 , 1998 300 Units
- ------------------------------------------------------------------------------------------------------------------------------
71.93 61.92 - 1997 - 1998 - 50,000 Sq Ft
79.60 68.22 - 1979 , 1994 - 78 Units
77.10 64.58 - 281 Units
- - - 1966 1992 - 1993 114 Units
- - - 1966 1994 - 1998 51 Units
- ------------------------------------------------------------------------------------------------------------------------------
- - - 1977 1994 36 Units
- - - 1966 1996 48 Units
- - - 1984 1992 32 Units
79.84 69.33 - 1976 1992 174 Units
54.90 46.14 - 1990 - 96 Units
- ------------------------------------------------------------------------------------------------------------------------------
74.61 64.96 - 1986 1992 69,929 Sq Ft
74.78 63.25 - 1985 - 102,034 Sq Ft
65.30 68.65 - 1996 , 1998 - 30 Units
67.06 41.61 - 1950s 1998 23,108 Sq Ft
74.95 64.89 - 1973 1989 62,577 Sq Ft
- ------------------------------------------------------------------------------------------------------------------------------
58.82 47.61 - 1997 - 112 Rooms
96.34 31.17 - 1992 - 94,841 Sq Ft
61.60 53.37 59.78 1964 , 1974 1990 78,612 Sq Ft
73.97 57.59 - 160,357 Sq Ft
- - - 1971 , 1980 - 21,150 Sq Ft
- ------------------------------------------------------------------------------------------------------------------------------
- - - 1950's - 1986 - 73,520 Sq Ft
- - - 1950,'69,'71,'80,'88 - 51,147 Sq Ft
- - - 1983 - 14,540 Sq Ft
79.90 69.38 - 1972 1987 225 Units
71.86 58.23 - 1962 , 1965 1990 157 Beds
- ------------------------------------------------------------------------------------------------------------------------------
75.80 0.00 - 1998 - 26,379 Sq Ft
75.24 0.00 - 1926 1984 54,874 Sq Ft
72.73 68.54 - 1986 , 1992-1998 - 114 Units
78.15 67.32 - 1970 - 199 Units
79.94 68.82 - 1998 - 64,800 Sq Ft
- ------------------------------------------------------------------------------------------------------------------------------
78.46 58.39 - 1989 , 1991 - 72 Units
69.95 60.50 - 1969 - 1972 1994 - 1997 157,055 Sq Ft
77.20 65.22 - 1970 - 151 Units
73.60 63.91 - 1974 1998 184 Units
79.63 67.23 - 1967 1996 , 1998 118 Units
- ------------------------------------------------------------------------------------------------------------------------------
72.85 66.83 - 1986 - 1987 In Process 216 Units
64.90 56.21 - 1990 - 117,615 Sq Ft
38.83 32.61 44.88 1972 - 356 Pads
69.62 59.58 - 1990 - 53 Units
79.71 67.50 - 1970 1994 - 1995 120 Units
- ------------------------------------------------------------------------------------------------------------------------------
71.32 52.97 - 1984,'96,'98 1996 71,243 Sq Ft
56.93 46.09 - 1997 - 78 Rooms
79.67 46.70 - 1989 - 120 Units
57.81 0.00 - 1972 1981,1990-91,'96,'97 398 Units
71.19 56.73 - 1993 , 1995 - 143 Rooms
- ------------------------------------------------------------------------------------------------------------------------------
72.35 47.55 - 1996 - 1997 - 22,408 Sq Ft
79.15 63.64 - 1962-1966,'81,'87 88 Beds
70.08 60.20 - 1981 - 61,050 Sq Ft
74.10 57.82 - 1973 1997 - 1998 109,243 Sq Ft
53.32 62.55 - 1966 1989 31,208 Sq Ft
- ------------------------------------------------------------------------------------------------------------------------------
74.79 47.51 - 1993 - 25,000 Sq Ft
77.64 0.00 - 1962 - 1964 - 194 Units
61.42 0.00 - 1973 - 68,591 Sq Ft
74.44 64.49 - 1977 1990, '96 - '97 244 Units
64.05 53.31 - 1977 , 1981 - 175 Pads
- ------------------------------------------------------------------------------------------------------------------------------
56.71 0.00 - 1986-88, '91,'96 - 138,462 Sq Ft
68.35 46.08 68.25 1975 1997 96 Beds
72.82 63.11 - 1979 - 38,157 Sq Ft
39.85 0.00 - NAP - 200,071 Sq Ft
51.54 76.30 - 1927 1985, 1996 -'98 93 Units
- ------------------------------------------------------------------------------------------------------------------------------
62.12 0.00 - 1996 - 1997 - 73 Rooms
73.48 58.42 - 1986 - 77,068 Sq Ft
77.33 66.43 - 1968 Not Applicable 120 Units
64.96 56.24 - 1983 , 1997 - 156 Units
67.94 54.07 - 1986 , 1998 - 63,980 Sq Ft
- ------------------------------------------------------------------------------------------------------------------------------
79.76 68.72 - 1969 - 150 Units
70.16 59.65 - 1987 - 76,828 Sq Ft
79.70 67.60 - 1965 1998 145 Units
74.80 63.27 - 1975 - 73,263 Sq Ft
51.08 21.30 - 1927 1977 200 Beds
- ------------------------------------------------------------------------------------------------------------------------------
61.11 44.27 - 1968 1997 208,000 Sq Ft
68.17 0.00 - 1985 , 1988 - 174 Units
78.43 67.94 - 95 Units
- - - 1930 - 48 Units
- - - 1920 - 47 Units
- ------------------------------------------------------------------------------------------------------------------------------
78.76 67.48 - 1939 - 84 Units
55.41 47.06 - 1985 - 54,210 Sq Ft
71.49 60.82 - 1990 - 36,750 Sq Ft
46.70 39.42 - 1954 , 1973 1970,'73,'76,'88 113,755 Sq Ft
69.02 68.80 - 1973 , 1975 1998 140 Units
- ------------------------------------------------------------------------------------------------------------------------------
79.82 28.75 - 1998 - 12,573 Sq Ft
73.07 0.00 - 27,339 Sq Ft
- - - 1982 , 1986 1995 4,051 Sq Ft
- - - 1981 1995 7,560 Sq Ft
- - - 1989 1995 7,860 Sq Ft
- ------------------------------------------------------------------------------------------------------------------------------
- - - 1979 1983 7,868 Sq Ft
78.81 67.89 - 1968 - 67 Units
71.94 62.09 - 1984 - 152 Units
77.84 69.45 - 1973 1995 , 1997 110 Units
70.62 71.03 - 1988 - 43,161 Sq Ft
- ------------------------------------------------------------------------------------------------------------------------------
70.75 60.00 - 1971 , 1997 1988 23,544 Sq Ft
72.48 62.19 - 1972 - 96 Units
74.40 53.80 64.75 1986 - 43,442 Sq Ft
59.34 46.27 - 1985 - 45,158 Sq Ft
65.83 54.79 - 1976 - 197 Pads
- ------------------------------------------------------------------------------------------------------------------------------
72.76 53.93 - 1968 1987 101,903 Sq Ft
73.32 57.01 - 1920 1997 88,279 Sq Ft
79.49 62.37 - 1965 - 129 Units
77.47 66.66 - 1988 - 116 Units
56.45 37.33 - 1997 - 63 Rooms
- ------------------------------------------------------------------------------------------------------------------------------
59.08 59.59 - 1954,'68,'71,'74 - 118 Beds
79.71 67.33 - 1975 - 1977 1995 - 1998 168 Units
54.04 0.00 - 1997 - 83 Rooms
69.50 58.47 - 102 Units
- - - 1964 - 69 Units
- ------------------------------------------------------------------------------------------------------------------------------
- - - 1965 - 33 Units
65.44 56.18 - 1979,'83,'93 - 122 Pads
71.87 47.67 - 1968 - 1969 - 120 Units
66.33 57.51 - 1976 - 38,790 Sq Ft
77.23 69.03 - 1983 - 126 Units
- ------------------------------------------------------------------------------------------------------------------------------
78.44 66.12 - 1983 - 40 Units
70.81 59.89 - 1982 - 43,991 Sq Ft
59.79 51.77 - 1958 - 96 Units
87.32 0.00 - 1998 - 24,000 Sq Ft
55.20 39.41 64.75 1908 , 1990 1990 24 Units
- ------------------------------------------------------------------------------------------------------------------------------
76.43 61.60 - 1987 - 39 Beds
65.07 54.16 - 1984 - 152 Pads
79.69 49.18 - 1989 - 78 Units
66.54 29.73 - 1980 - 56,667 Sq Ft
74.70 64.33 - 1979 - 26,780 Sq Ft
- ------------------------------------------------------------------------------------------------------------------------------
80.98 0.00 - 1998 - 10,908 Sq Ft
76.81 65.78 - Early 1900 (Estm'd) 1959-65 , 1996-98 20 Units
58.68 43.29 - 1976 - 90 Units
79.71 67.32 - 1970 1997 160 Units
36.23 30.50 - 1990 - 74,000 Sq Ft
- ------------------------------------------------------------------------------------------------------------------------------
65.51 50.37 - 1963 1997 - 1998 88 Units
61.06 48.30 - 1964 , 1985 1996 92 Beds
69.59 54.79 - 1986 - 24,908 Sq Ft
79.89 68.82 - 1900 , 1987 - 75 Units
83.25 0.00 - 1998 - 10,908 Sq Ft
- ------------------------------------------------------------------------------------------------------------------------------
79.95 69.22 - 1972 1997 - 1998 140 Units
69.50 47.29 - 1949 1988 43,201 Sq Ft
76.86 64.43 - 1968 1995 , 1997 54 Units
71.74 54.14 - 1986 - 42,300 Sq Ft
47.18 36.30 - 1962 1997 - 1998 150 Rooms
- ------------------------------------------------------------------------------------------------------------------------------
75.79 63.61 - 1955,'60,'81 - 113 Pads
79.89 69.06 - 1972 - 112 Units
55.72 46.67 - 12,548 Sq Ft
- - - 1973 1995 8,960 Sq Ft
- - - 1998 - 3,588 Sq Ft
- ------------------------------------------------------------------------------------------------------------------------------
36.74 28.86 - 1974 1995 - 1997 121 Rooms
77.31 0.00 - 1998 13,905 Sq Ft
65.48 25.25 - 1998 - 10,908 Sq Ft
71.00 61.74 - 1987 - 24,963 Sq Ft
77.05 65.97 - 1968 - 38 Units
- ------------------------------------------------------------------------------------------------------------------------------
67.40 58.40 59.78 1991 - 67,500 Sq Ft
72.67 61.46 - 1972 - 22,632 Sq Ft
72.55 57.43 - 1968 - 1983 - 120 Units
93.38 0.00 - 1996 - 8,640 Sq Ft
72.68 62.56 - circa 1930 1996/ongoing 72 Units
- ------------------------------------------------------------------------------------------------------------------------------
68.62 59.37 - 1970 - 16,223 Sq Ft
74.85 65.23 - 1989 - 36,000 Sq Ft
57.51 46.13 - 1979 - 28,758 Sq Ft
66.43 56.16 - 1961 - 69 Units
74.73 45.47 - 1986 - 70 Units
- ------------------------------------------------------------------------------------------------------------------------------
39.02 32.85 - 1973 1996 97,240 Sq Ft
63.20 23.96 - 1997 - 1998 - 10,908 Sq Ft
73.61 0.00 - 1923 - 152,280 Sq Ft
49.04 41.37 - 1984 - 37 Units
63.52 51.34 - 1962 - 75 Beds
- ------------------------------------------------------------------------------------------------------------------------------
63.39 49.54 - 1968 - 78 Units
63.50 25.86 - 1997 - 10,908 Sq Ft
71.64 61.78 - 1976 - 66 Units
84.56 0.00 - 1998 - 8,748 Sq Ft
43.21 32.76 - 1995 - 1996 - 96 Units
- ------------------------------------------------------------------------------------------------------------------------------
73.26 65.29 - 1988 1998 25,343 Sq Ft
77.12 66.17 - 1967 - 1968 - 46 Units
77.31 61.33 - 1968 - 1969 - 36 Units
70.10 59.73 - 1965 - 1967 - 78 Units
64.59 54.69 - 1974 - 48 Units
- ------------------------------------------------------------------------------------------------------------------------------
36.91 31.28 - 1995 - 51,750 Sq Ft
62.93 49.67 - 1995 - 18,000 Sq Ft
70.32 55.03 - 1958 1975 , 1991 52 Units
74.76 64.13 - 1983 1996 10,297 Sq Ft
41.45 30.61 - 1998 - 23,500 Sq Ft
- ------------------------------------------------------------------------------------------------------------------------------
43.85 37.32 - 1983 - 1984 - 46,230 Sq Ft
61.72 52.99 - 1994 - 22,211 Sq Ft
71.07 67.75 - 1960 - 44 Units
78.24 0.00 - 1998 - 6,941 Sq Ft
74.57 56.92 - 1972 - 40 Units
- ------------------------------------------------------------------------------------------------------------------------------
40.17 33.83 - 1974 - 57,406 Sq Ft
49.03 42.48 59.78 1987 - 25,778 Sq Ft
69.32 55.19 - 1997 - 6,540 Sq Ft
78.21 67.72 - 1973 1996 63 Units
55.37 47.97 59.78 1989 - 18,669 Sq Ft
- ------------------------------------------------------------------------------------------------------------------------------
57.43 49.76 59.78 1969 - 44 Units
54.30 47.04 59.78 1965 - 30 Units
63.54 55.05 59.78 1925 - 15 Units
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CUT-OFF ANNUAL
SQ. FT, UNIT REPLACEMENT
BED, PAD OCCUPANCY OWNERSHIP LOCKBOX RESERVE
OR ROOM ($) OCCUPANCY (%) DATE INTEREST TYPE DEPOSIT ($)
===================================================================================================================================
<S> <C> <C> <C> <C> <C>
188 100 12/1/98 Fee Simple Hard, In-Place -
82 - - Lease/Fee Modified, Springing 175,164
- 100 10/23/98 - - -
- 92 10/23/98 - - -
- 100 10/23/98 - - -
- 100 10/23/98 - - -
- -----------------------------------------------------------------------------------------------------------------------------------
- 100 10/23/98 - - -
- 100 10/23/98 - - -
- 100 10/23/98 - - -
- 100 10/23/98 - - -
- 100 10/23/98 - - -
91 85 11/24/98 Fee Simple Hard, In-Place 148,200
- -----------------------------------------------------------------------------------------------------------------------------------
83 98 10/21/98 Fee Simple NAP 116,625
69 83 7/1/98 Fee Simple Hard, Springing 55,725
12,504 - - Fee Simple Hard, Springing -
- 99 3/26/98 - - -
- 99 6/24/98 - - -
- 96 4/25/98 - - -
- -----------------------------------------------------------------------------------------------------------------------------------
- 98 4/25/98 - - -
- 98 4/25/98 - - -
- 95 4/25/98 - - -
73,699 - - Fee Simple NAP 82,572
- 99 9/29/98 - - -
- -----------------------------------------------------------------------------------------------------------------------------------
- 99 9/30/98 - - -
104 100 7/21/98 Fee Simple NAP 22,950
51,973 95 10/8/98 Fee Simple NAP 108,000
64,499 97 12/1/98 Fee Simple NAP -
51,859 100 7/7/98 Fee Simple NAP 58,800
- -----------------------------------------------------------------------------------------------------------------------------------
59,257 96 12/9/98 Fee Simple Modified, In-Place 78,000
61,586 90 9/15/98 Fee Simple Modified, In-Place 83,400
43,598 - - Fee Simple NAP -
- 92 7/7/98 - - -
- 94 7/7/98 - - -
- -----------------------------------------------------------------------------------------------------------------------------------
- 97 7/7/98 - - -
- 94 7/7/98 - - -
65,373 99 6/25/98 Fee Simple NAP 67,000
146 86 12/1/98 Fee Simple NAP 17,760
54,199 - - Fee Simple NAP -
- -----------------------------------------------------------------------------------------------------------------------------------
- 82 1/12/98 - - -
- 92 1/12/98 - - -
- 88 1/12/98 - - -
47 - - Fee Simple Hard, In-Place 49,047
- 100 8/1/98 - - -
- -----------------------------------------------------------------------------------------------------------------------------------
- 97 8/1/98 - - -
- 100 8/1/98 - - -
- 100 8/1/98 - - -
150 100 8/19/98 Fee Simple NAP 13,837
56,729 100 10/23/98 Fee Simple NAP 40,800
- -----------------------------------------------------------------------------------------------------------------------------------
66 86 11/13/98 Fee Simple and Leasehold Hard, In-Place 47,700
132 100 10/14/98 Fee Simple Hard, In-Place 10,620
60 99 6/30/98 Leasehold NAP -
33,333 97 9/15/98 Fee Simple NAP 128,340
115 94 8/1/98 Fee Simple NAP 14,232
- -----------------------------------------------------------------------------------------------------------------------------------
79,876 82 7/6/98 Fee Simple Hard, In-Place 197,924
104 96 10/1/98 Fee Simple NAP 14,363
21,059 - - Fee Simple NAP 101,232
- 95 6/18/98 - - -
- 99 6/17/98 - - -
- -----------------------------------------------------------------------------------------------------------------------------------
64,803 75 6/30/98 Fee Simple Hard, Springing 210,996
23,409 - - Fee Simple NAP -
- 98 8/20/98 - - -
- 97 8/20/98 - - -
122 98 10/1/98 Fee Simple NAP 19,149
- -----------------------------------------------------------------------------------------------------------------------------------
124 100 9/1/98 Fee Simple NAP 23,248
52,073 86 7/30/98 Fee Simple NAP -
56 88 1/1/99 Fee Simple Hard, In-Place 23,004
135 100 7/23/98 Leasehold NAP 10,071
135 100 9/8/98 Fee Simple Modified, In-Place -
- -----------------------------------------------------------------------------------------------------------------------------------
34,075 97 9/17/98 Fee Simple NAP 70,200
46 100 8/17/98 Fee Simple NAP 16,719
229 100 10/1/98 Fee Simple NAP 3,100
105 100 8/1/98 Fee Simple NAP 19,284
188 91 9/22/98 Fee Simple NAP 8,352
- -----------------------------------------------------------------------------------------------------------------------------------
35,643 95 9/24/98 Fee Simple NAP -
15,524 94 4/25/98 Fee Simple Hard, Springing -
26,848 95 11/23/98 Fee Simple NAP 66,548
48,753 94 12/4/98 Fee Simple NAP 21,600
242 100 10/1/98 Fee Simple NAP 2,018
- -----------------------------------------------------------------------------------------------------------------------------------
49 79 10/8/98 Fee Simple NAP 25,164
16,564 100 4/25/98 Fee Simple Hard, Springing -
28,764 - - Fee Simple NAP -
- 87 7/1/98 - - -
- 96 7/1/98 - - -
- -----------------------------------------------------------------------------------------------------------------------------------
59,470 90 9/21/98 Fee Simple Modified, In-Place 27,504
46 100 8/12/98 Fee Simple NAP 21,210
20,192 89 6/30/98 Fee Simple NAP -
28,422 97 7/30/98 Fee Simple NAP 56,172
59,172 78 12/1/98 Fee Simple Hard, Springing 115,200
- -----------------------------------------------------------------------------------------------------------------------------------
38 100 8/31/98 Fee Simple NAP 15,781
94 100 1/1/98 Fee Simple NAP 9,528
27,629 96 3/6/98 Fee Simple NAP -
48,327 81 3/31/98 Fee Simple and Leasehold Hard, Springing 85,416
19,533 98 7/16/98 Fee Simple NAP 82,500
- -----------------------------------------------------------------------------------------------------------------------------------
117 100 5/28/98 Fee Simple Hard, Springing -
73,987 96 6/30/98 Fee Simple NAP -
19,892 - - Fee Simple NAP 80,647
- 100 10/1/98 - - -
- 98 11/1/98 - - -
- -----------------------------------------------------------------------------------------------------------------------------------
- 94 11/1/98 - - -
- 96 11/1/98 - - -
- 100 11/1/98 - - -
31,569 93 11/1/98 Fee Simple NAP 46,458
57,190 98 9/24/98 Fee Simple NAP -
- -----------------------------------------------------------------------------------------------------------------------------------
78 94 10/9/98 Fee Simple NAP 10,470
53 99 10/20/98 Fee Simple NAP 10,504
179,254 100 6/10/98 Fee Simple Hard, In-Place 6,000
230 81 6/30/98 Fee Simple NAP 4,410
84 94 10/9/98 Fee Simple NAP 9,384
- -----------------------------------------------------------------------------------------------------------------------------------
46,741 71 1/1/98 Fee Simple Hard, Springing -
52 100 9/17/98 Fee Simple Hard, In-Place 12,329
63 100 6/1/98 Fee Simple NAP 22,020
30 - - Fee Simple NAP 35,279
- 100 5/8/98 - - -
- -----------------------------------------------------------------------------------------------------------------------------------
- 100 5/8/98 - - -
- 100 5/8/98 - - -
- 100 5/8/98 - - -
21,306 92 11/2/98 Fee Simple NAP 56,250
29,750 90 6/1/98 Fee Simple NAP -
- -----------------------------------------------------------------------------------------------------------------------------------
175 100 3/1/98 Fee Simple Modified, In-Place 2,638
84 100 9/30/98 Fee Simple Hard, In-Place 8,231
39,875 89 9/3/98 Fee Simple NAP -
22,582 97 8/1/98 Fee Simple NAP -
68 100 9/18/98 Fee Simple NAP 3,240
- -----------------------------------------------------------------------------------------------------------------------------------
61,026 100 8/31/98 Fee Simple NAP 14,400
28 93 10/6/98 Fee Simple NAP 15,706
28,683 97 8/25/98 Fee Simple NAP 45,300
23,340 95 11/18/98 Fee Simple NAP 46,368
36,340 97 9/1/98 Fee Simple NAP 29,500
- -----------------------------------------------------------------------------------------------------------------------------------
19,833 96 7/31/98 Fee Simple NAP 51,624
36 81 4/30/98 Fee Simple NAP 43,518
11,997 91 4/25/98 Fee Simple Hard, Springing -
80,129 96 10/19/98 Fee Simple NAP -
35,207 97 6/30/98 Fee Simple NAP -
- -----------------------------------------------------------------------------------------------------------------------------------
59 91 6/30/98 Fee Simple NAP 13,049
52,552 81 1/1/98 Fee Simple Hard, Springing -
33,859 99 8/12/98 Fee Simple Hard, Springing 24,240
10,022 95 8/31/98 Fee Simple Hard, In-Place 119,400
27,877 68 8/1/98 Fee Simple Hard, Springing 79,296
- -----------------------------------------------------------------------------------------------------------------------------------
178 100 10/10/98 Fee Simple Hard, In-Place -
44,074 98 7/14/98 Fee Simple NAP -
62 100 6/29/98 Fee Simple NAP 6,105
34 100 9/1/98 Fee Simple NAP 16,560
120 100 10/15/98 Fee Simple NAP -
- -----------------------------------------------------------------------------------------------------------------------------------
150 100 6/22/98 Fee Simple Hard, In-Place 4,500
19,211 92 9/4/98 Fee Simple NAP 48,504
54 100 9/17/98 Fee Simple NAP 13,718
14,735 91 9/30/98 Fee Simple NAP 61,000
20,496 99 4/25/98 Fee Simple Hard, Springing -
- -----------------------------------------------------------------------------------------------------------------------------------
26 100 9/1/98 Fee Simple Hard, In-Place 21,345
36,666 91 5/31/98 Fee Simple NAP -
92 92 9/1/98 Fee Simple NAP 7,180
17 100 10/19/98 Fee Simple NAP -
37,483 97 6/1/98 Fee Simple NAP 22,824
- -----------------------------------------------------------------------------------------------------------------------------------
47,655 64 8/6/98 Fee Simple NAP 72,320
44 72 8/31/98 Fee Simple NAP 11,560
27,387 93 7/20/98 Fee Simple NAP 30,000
20,820 97 11/1/98 Fee Simple NAP 46,800
50 95 10/1/98 Fee Simple NAP 8,957
- -----------------------------------------------------------------------------------------------------------------------------------
21,269 100 9/18/98 Fee Simple NAP 38,550
42 100 6/23/98 Fee Simple NAP 17,670
21,986 90 6/30/98 Fee Simple NAP 36,252
43 97 10/20/98 Fee Simple NAP 30,038
15,834 100 2/13/98 Fee Simple NAP -
- -----------------------------------------------------------------------------------------------------------------------------------
15 100 9/30/97 Fee Simple NAP 52,000
17,631 94 9/1/98 Fee Simple NAP -
31,538 - - Fee Simple NAP -
- 99 11/4/98 - - -
- 100 11/4/98 - - -
- -----------------------------------------------------------------------------------------------------------------------------------
35,628 100 9/1/98 Fee Simple NAP -
55 100 10/1/98 Fee Simple NAP 15,244
81 98 7/1/98 Fee Simple Modified, In-Place 13,030
26 85 8/11/98 Fee Simple Hard, In-Place 22,713
21,345 94 6/30/98 Fee Simple NAP 28,000
- -----------------------------------------------------------------------------------------------------------------------------------
235 100 7/21/97 Fee Simple NAP -
107 - - Fee Simple Modified, In-Place 4,380
- 100 6/1/98 - - -
- 100 6/1/98 - - -
- 100 6/1/98 - - -
- -----------------------------------------------------------------------------------------------------------------------------------
- 100 6/1/98 - - -
43,521 100 10/1/98 Fee Simple NAP -
18,932 97 6/16/98 Fee Simple NAP 38,000
25,864 100 7/27/98 Fee Simple NAP 24,756
66 89 8/17/98 Fee Simple NAP 11,222
- -----------------------------------------------------------------------------------------------------------------------------------
120 100 10/1/98 Fee Simple NAP 4,708
29,067 100 9/1/98 Fee Simple NAP -
64 97 7/14/98 Fee Simple NAP 7,385
62 100 6/1/98 Fee Simple NAP 9,483
14,034 99 4/25/98 Fee Simple Hard, Springing -
- -----------------------------------------------------------------------------------------------------------------------------------
26 93 10/1/98 Fee Simple Modified, In-Place 26,495
30 100 8/12/98 Fee Simple NAP 15,007
20,180 99 8/10/98 Fee Simple NAP 39,348
22,038 99 10/1/98 Fee Simple NAP -
40,321 75 9/30/98 Fee Simple Modified, Springing 59,443
- -----------------------------------------------------------------------------------------------------------------------------------
20,859 93 5/20/98 Fee Simple NAP -
14,234 97 7/5/98 Fee Simple NAP 46,368
28,647 65 7/28/98 Fee Simple NAP 54,000
22,485 - - Fee Simple NAP -
- 88 8/30/98 - - -
- -----------------------------------------------------------------------------------------------------------------------------------
- 93 8/30/98 - - -
18,775 100 5/15/98 Fee Simple NAP 6,096
19,015 100 7/13/98 Fee Simple NAP 21,000
58 98 7/23/98 Fee Simple NAP 9,698
17,775 87 9/30/98 Fee Simple NAP 34,020
- -----------------------------------------------------------------------------------------------------------------------------------
54,905 100 8/27/98 Fee Simple NAP 6,000
48 100 8/31/98 Fee Simple NAP 17,156
21,861 100 10/1/98 Fee Simple NAP 14,400
87 100 10/9/98 Fee Simple Hard, In-Place 2,400
87,169 97 7/24/98 Fee Simple NAP 6,528
- -----------------------------------------------------------------------------------------------------------------------------------
53,498 100 6/16/98 Fee Simple NAP -
13,699 97 4/25/98 Fee Simple Hard, Springing -
26,564 99 8/24/98 Fee Simple Hard, Springing 15,600
36 100 9/8/98 Fee Simple NAP -
75 100 4/13/98 Fee Simple Hard, In-Place 2,678
- -----------------------------------------------------------------------------------------------------------------------------------
183 100 7/14/98 Fee Simple Hard, In-Place 22,248
99,852 95 9/29/98 Fee Simple NAP -
22,168 100 7/23/98 Fee Simple NAP 27,974
12,454 93 8/14/98 Fee Simple NAP 42,080
27 90 8/14/98 Fee Simple NAP -
- -----------------------------------------------------------------------------------------------------------------------------------
22,632 97 9/1/98 Fee Simple NAP 26,220
21,637 100 7/17/98 Fee Simple NAP -
80 93 5/31/98 Fee Simple NAP 7,261
25,564 97 11/1/98 Fee Simple NAP -
176 100 7/16/98 Fee Simple Hard, In-Place -
- -----------------------------------------------------------------------------------------------------------------------------------
13,420 98 10/31/98 Fee Simple NAP 40,600
43 100 8/1/98 Fee Simple Hard, In-Place 11,232
34,588 94 8/30/98 Fee Simple NAP -
42 95 7/17/98 Fee Simple NAP 8,460
11,952 67 6/30/98 Fee Simple Hard, Springing 80,004
- -----------------------------------------------------------------------------------------------------------------------------------
15,427 96 7/31/98 Fee Simple NAP 11,300
15,337 96 10/2/98 Fee Simple Modified, In-Place 29,959
137 - - Fee Simple Hard, In-Place 2,886
- 100 9/30/98 - - -
- 100 9/30/98 - - -
- -----------------------------------------------------------------------------------------------------------------------------------
13,965 71 7/1/98 Fee Simple Hard, Springing 96,972
121 100 9/1/98 Leasehold Hard, In-Place -
150 100 8/10/98 Fee Simple NAP -
65 96 6/1/98 Fee Simple Hard, In-Place 6,790
42,582 100 8/11/98 Fee Simple NAP 9,500
- -----------------------------------------------------------------------------------------------------------------------------------
24 100 6/1/98 Fee Simple NAP 10,128
71 97 11/4/98 Fee Simple NAP 4,367
13,301 98 7/21/98 Fee Simple NAP -
184 100 8/1/98 Fee Simple Hard, In-Place -
21,652 97 10/27/98 Fee Simple NAP 21,816
- -----------------------------------------------------------------------------------------------------------------------------------
95 100 6/1/98 Fee Simple NAP 2,433
43 100 8/28/98 Fee Simple NAP 8,280
52 94 10/8/98 Fee Simple NAP 6,327
21,661 97 8/17/98 Fee Simple NAP -
21,350 91 6/30/98 Fee Simple NAP -
- -----------------------------------------------------------------------------------------------------------------------------------
15 94 8/14/98 Fee Simple NAP -
135 100 7/6/98 Fee Simple NAP -
9 100 5/1/98 Fee Simple NAP 20,257
37,773 100 10/27/98 Fee Simple NAP 9,252
18,632 85 3/31/98 Fee Simple NAP -
- -----------------------------------------------------------------------------------------------------------------------------------
17,878 100 7/31/98 Fee Simple NAP -
126 100 7/8/98 Fee Simple NAP -
20,352 97 4/30/98 Fee Simple NAP 13,200
153 100 10/1/98 Fee Simple Hard, In-Place -
13,952 90 10/9/98 Fee Simple NAP 19,200
- -----------------------------------------------------------------------------------------------------------------------------------
52 100 8/31/98 Fee Simple NAP 5,069
28,165 96 9/1/98 Fee Simple NAP -
35,067 100 8/6/98 Fee Simple NAP 9,252
16,177 96 9/30/98 Fee Simple NAP 19,500
25,972 100 8/1/98 Fee Simple NAP 12,288
- -----------------------------------------------------------------------------------------------------------------------------------
23 80 8/14/98 Fee Simple NAP -
66 100 8/1/98 Fee Simple Hard, In-Place 2,700
22,990 96 7/13/98 Fee Simple NAP -
109 100 7/1/98 Fee Simple NAP 1,545
47 100 9/18/98 Fee Simple NAP 1,410
- -----------------------------------------------------------------------------------------------------------------------------------
24 95 8/14/98 Fee Simple NAP -
49 100 8/15/98 Fee Simple NAP 3,772
24,887 95 7/31/98 Fee Simple NAP 16,184
156 100 7/1/98 Fee Simple Hard, In-Place 1,041
26,284 100 6/23/98 Fee Simple Modified, In-Place 20,480
- -----------------------------------------------------------------------------------------------------------------------------------
17 92 8/14/98 Fee Simple NAP 10,500
38 96 7/2/98 Leased Fee NAP 5,412
138 100 8/3/98 Fee Simple NAP 654
14,276 95 10/31/98 Fee Simple NAP 18,144
47 89 6/1/98 Fee Simple NAP 4,854
- -----------------------------------------------------------------------------------------------------------------------------------
16,969 93 6/1/98 Fee Simple NAP 11,304
9,955 100 6/1/98 Fee Simple NAP 8,880
19,910 100 6/1/98 Fee Simple NAP 4,800
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ANNUAL LARGEST LARGEST TENANT
TI/LC TENANT AREA LEASE EXP. CONTROL
DEPOSIT ($) LARGEST TENANT NAME LEASED (SQ. FT.) DATE NO.
==============================================================================================================
<S> <C> <C> <C> <C>
- AMD 362,000 11/30/18 1
- - - - 2
- Miller Freeman, Inc. 19,500 12/31/03 2a
- Action Productions, INc. 10,000 10/31/00 2b
- International Antiques 7,000 7/31/04 2c
- City of New York-HR Admin. 75,796 11/22/01 2d
- --------------------------------------------------------------------------------------------------------------
- Health Management Systems 108,000 5/31/03 2e
- A.C. Productions, Inc. 40,000 12/31/07 2f
- Bellmarc Construction Services 3,200 10/31/06 2g
- Lia Schorr Skin Care, Inc. 3,000 5/31/99 2h
- 24 East 12th Street Associates 39,000 5/31/23 2i
130,000 Filene's 120,814 10/31/06 3
- --------------------------------------------------------------------------------------------------------------
- Pacific Exchange Inc. 41,595 3/31/00 4
- U.S. Attorney's Office 91,180 9/30/07 5
- - - - 6
- - - - 6a
- - - - 6b
- - - - 6c
- --------------------------------------------------------------------------------------------------------------
- - - - 6d
- - - - 6e
- - - - 6f
- - - - 7
- - - - 7a
- --------------------------------------------------------------------------------------------------------------
- - - - 7b
500,000 Cedant Mobility Services Corp. 229,500 7/3/08 8
- - - - 9
- - - - 10
- - - - 11
- --------------------------------------------------------------------------------------------------------------
- - - - 12
- - - - 13
- - - - 14
- - - - 14a
- - - - 14b
- --------------------------------------------------------------------------------------------------------------
- - - - 14c
- - - - 14d
- - - - 15
77,868 Safeway 39,398 11/17/17 16
- - - - 17
- --------------------------------------------------------------------------------------------------------------
- - - - 17a
- - - - 17b
- - - - 17c
- - - - 18
- Mini Storage Leased Up Space 80,490 2/28/99 18a
- --------------------------------------------------------------------------------------------------------------
- Alice Baumeiser DBA Allie's 7,140 6/30/00 18b
- Phung Thang 2,840 6/30/99 18c
- Multi Systems Service Co. 2,820 2/14/99 18d
- Cedars-Sinai Medical Care FDN 45,755 8/1/00 19
- - - - 20
- --------------------------------------------------------------------------------------------------------------
312,000 County - County Offices 24,780 9/30/00 21
- NationsCredit Distribution 102,569 9/30/08 22
- Toys R Us 32,814 1/31/19 23
- - - - 24
53,040 Staples 22,959 5/31/12 25
- --------------------------------------------------------------------------------------------------------------
- - - - 26
- Deere & Company 67,555 5/16/03 27
- - - - 28
- - - - 28a
- - - - 28b
- --------------------------------------------------------------------------------------------------------------
- - - - 29
- - - - 30
- - - - 30a
- - - - 30b
104,846 HE Brooklyn Surgi-Center, Inc. 9,500 7/1/00 31
- --------------------------------------------------------------------------------------------------------------
- University of Vermont 37,536 2/28/01 32
- - - - 33
254,364 General Motors 75,580 8/30/01 34
- CHS Sutter Medical Foundation 14,606 5/31/08 35
- Linens-N-Things 36,400 6/25/18 36
- --------------------------------------------------------------------------------------------------------------
- - - - 37
- Union Incorporated 167,185 9/1/13 38
150,000 PartnersUSA 17,270 4/30/99 39
- HDS/ McKesson 48,607 12/31/01 40
- Executive Suite (Master Lease) 7,596 1/10/09 41
- --------------------------------------------------------------------------------------------------------------
- - - - 42
- - - - 43
- - - - 44
- - - - 45
35,000 Kennedy Marshall 7,165 4/14/01 46
- --------------------------------------------------------------------------------------------------------------
132,142 GSA 75,831 4/30/01 47
- - - - 48
- - - - 49
- - - - 49a
- - - - 49b
- --------------------------------------------------------------------------------------------------------------
- - - - 50
30,000 Hale Intermodal Trucking 75,000 12/31/12 51
- - - - 52
- - - - 53
- - - - 54
- --------------------------------------------------------------------------------------------------------------
67,723 SONA 34,717 12/31/00 55
34,296 Sam Ash Music Store 19,836 1/15/08 56
- - - - 57
- - - - 58
- - - - 59
- --------------------------------------------------------------------------------------------------------------
- Barnes & Noble 25,000 11/1/12 60
- - - - 61
- - - - 62
- - - - 62a
- - - - 62b
- --------------------------------------------------------------------------------------------------------------
- - - - 62c
- - - - 62d
- - - - 62e
- - - - 63
- - - - 64
- --------------------------------------------------------------------------------------------------------------
64,618 The Prudential Florida Realty 7,381 11/30/01 65
82,596 Gibbs Management 24,491 1/31/00 66
- - - - 67
- Philadelphia Lobster Company 6,108 1/31/08 68
59,400 First Union National Bank 5,687 6/30/02 69
- --------------------------------------------------------------------------------------------------------------
- - - - 70
- KMart Corporation 94,841 8/31/26 71
57,900 Michael's Crafts 23,768 2/28/01 72
- - - - 73
- Cowan Moving and Storage 21,150 8/13/13 73a
- --------------------------------------------------------------------------------------------------------------
- Cowan Moving and Storage 73,520 8/13/13 73b
- Cowan Moving and Storage 51,147 8/13/13 73c
- Cowan Moving and Storage 14,540 8/13/13 73d
- - - - 74
- - - - 75
- --------------------------------------------------------------------------------------------------------------
- United States - INS 26,379 2/28/18 76
- DC Dept. of Human Services 50,045 6/16/08 77
- - - - 78
- - - - 79
- Apria Healthcare, Inc. 64,800 10/30/08 80
- --------------------------------------------------------------------------------------------------------------
- - - - 81
- State of Missouri 15,200 6/30/99 82
- - - - 83
- - - - 84
- - - - 85
- --------------------------------------------------------------------------------------------------------------
- - - - 86
- Food Lion #636 33,800 10/26/15 87
- - - - 88
- - - - 89
- - - - 90
- --------------------------------------------------------------------------------------------------------------
14,140 Safeway 50,000 7/31/04 91
- - - - 92
- - - - 93
- - - - 94
- - - - 95
- --------------------------------------------------------------------------------------------------------------
- Rainbow Shops 6,825 6/1/11 96
- - - - 97
50,000 Hycor Biomedical, Inc. 61,050 12/31/07 98
- The Sofa & Chair Company 25,832 12/31/99 99
- Dubs, Inc. 31,208 5/16/09 100
- --------------------------------------------------------------------------------------------------------------
- Barnes & Noble, Inc. 25,000 1/31/14 101
- - - - 102
- Centex Golden Construction 21,339 10/30/04 103
- - - - 104
- - - - 105
- --------------------------------------------------------------------------------------------------------------
- Kmart 86,477 11/30/13 106
- - - - 107
37,000 Boosters Sports Grill 5,058 12/31/02 108
- Barry M. Saywitz (Bldg. 5) 22,477 6/30/33 109
- Teddy's Steakhouse 8,000 1/31/07 110
- --------------------------------------------------------------------------------------------------------------
- - - - 111
25,000 State of SC (DEHEC) 10,083 1/31/04 112
- - - - 113
- - - - 114
41,226 Planet Premier,Inc Health Club 22,500 4/30/03 115
- --------------------------------------------------------------------------------------------------------------
- - - - 116
21,029 Denon America, Inc. 44,841 4/30/02 117
- - - - 118
60,756 Presentation 10,475 11/30/03 119
- - - - 120
- --------------------------------------------------------------------------------------------------------------
- Voltarc Technologies, Inc. 208,000 3/5/11 121
- - - - 122
- - - - 123
- - - - 123a
- - - - 123b
- --------------------------------------------------------------------------------------------------------------
- - - - 124
49,791 West Marine Products 9,100 2/28/04 125
54,157 Cashin Associated P.C. 13,382 6/3/03 126
102,648 Behles-Giddens PA 8,050 6/30/02 127
- - - - 128
- --------------------------------------------------------------------------------------------------------------
- Rite Aid Pharmacy 12,573 10/31/18 129
18,000 - - - 130
- Renato's Ristorante 2,446 11/7/06 130a
- ISN Communications 1,530 8/31/99 130b
- Jiffy Lube International 2,880 4/30/10 130c
- --------------------------------------------------------------------------------------------------------------
- Norwalk Furniture 7,868 3/31/00 130d
- - - - 131
- - - - 132
- - - - 133
55,000 Medical Billing Management 8,983 3/31/00 134
- --------------------------------------------------------------------------------------------------------------
37,500 Bright Horizons Children's Ctr 10,140 6/30/07 135
- - - - 136
- Carrabba's Restaurant 6,500 9/30/01 137
- Perkins Restaurant 5,120 3/31/07 138
- - - - 139
- --------------------------------------------------------------------------------------------------------------
38,751 Big Lots 41,000 5/31/01 140
48,000 Hale Intermodal 47,000 12/31/13 141
- - - - 142
- - - - 143
- - - - 144
- --------------------------------------------------------------------------------------------------------------
- - - - 145
- - - - 146
- - - - 147
- - - - 148
- - - - 148a
- --------------------------------------------------------------------------------------------------------------
- - - - 148b
- - - - 149
- - - - 150
- Sand Dollar 3,500 12/31/99 151
- - - - 152
- --------------------------------------------------------------------------------------------------------------
- - - - 153
28,764 Marbacom 9,935 11/30/99 154
- - - - 155
- Staples Office Supply 24,000 6/30/13 156
- - - - 157
- --------------------------------------------------------------------------------------------------------------
- - - - 158
- - - - 159
- - - - 160
60,000 National Super Market, Inc. 43,667 6/1/00 161
36,000 I Love Italy, Inc. 4,000 6/30/01 162
- --------------------------------------------------------------------------------------------------------------
- Eckerd Drugs - Clarksville 10,908 8/31/18 163
- - - - 164
- - - - 165
- - - - 166
- - - - 167
- --------------------------------------------------------------------------------------------------------------
- - - - 168
- Evergreen Healthcare 26,424 2/28/02 169
30,000 Buzard Eye Institute 5,250 12/31/99 170
- - - - 171
- Eckerd's Drug Store 10,908 8/16/18 172
- --------------------------------------------------------------------------------------------------------------
- - - - 173
49,992 Highbridge Advisory Council 25,370 7/31/01 174
- - - - 175
52,980 Tidewater Legal Aid Society 8,136 5/15/99 176
- - - - 177
- --------------------------------------------------------------------------------------------------------------
- - - - 178
- - - - 179
- - - - 180
- Tutor Time Child Care Systems 8,960 12/31/16 180a
- Burger King Restaurant 3,588 6/9/18 180b
- --------------------------------------------------------------------------------------------------------------
- - - - 181
- Walgreen Co. 13,905 9/30/58 182
- Fay's Inc. - Eckerd Drug 10,908 7/21/18 183
45,756 Support System Associates, Inc 4,863 4/30/00 184
- - - - 185
- --------------------------------------------------------------------------------------------------------------
- Kaliroy Produce, Inc. 25,050 10/31/99 186
34,846 Frankel & Topche, PC 2,800 10/31/03 187
- - - - 188
- Eckerd Drug Store 8,640 6/30/16 189
- - - - 190
- --------------------------------------------------------------------------------------------------------------
10,884 Founders Healthcare 2,989 3/31/03 191
39,996 ATC Associates, Inc. 36,000 4/30/06 192
25,000 Clark Chinese School 3,450 6/14/00 193
- - - - 194
- - - - 195
- --------------------------------------------------------------------------------------------------------------
- - - - 196
- Eckerd Corporation 10,908 2/14/18 197
- Young's Cutting 18,320 1/31/00 198
- - - - 199
- - - - 200
- --------------------------------------------------------------------------------------------------------------
- - - - 201
- Eckerd Corporation 10,908 6/28/17 202
- - - - 203
- Merrill Lynch 8,748 9/1/13 204
- - - - 205
- --------------------------------------------------------------------------------------------------------------
13,046 Beall's 14,316 4/7/10 206
- - - - 207
- - - - 208
- - - - 209
- - - - 210
- --------------------------------------------------------------------------------------------------------------
- - - - 211
14,124 Plaza Wines 3,000 7/31/05 212
- - - - 213
5,000 The Food Group 5,165 1/15/02 214
- Office Max 23,500 10/14/13 215
- --------------------------------------------------------------------------------------------------------------
- - - - 216
- Pep Boys Manny, Moe & Jack of 22,212 4/30/14 217
- - - - 218
- Bridgestone/Firestone 6,941 4/1/13 219
- - - - 220
- --------------------------------------------------------------------------------------------------------------
- - - - 221
20,520 Deleuw Cather & Company 6,975 2/28/99 222
2,875 Chief Auto Parts 4,900 9/30/07 223
- - - - 224
17,124 State of Florida 8,015 4/30/03 225
- --------------------------------------------------------------------------------------------------------------
- - - - 226
- - - - 227
- - - - 228
</TABLE>
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
CERTAIN CHARACTERISTICS OF THE MULTIFAMILY LOANS
<TABLE>
<CAPTION>
CONTROL LOAN
NUMBER NUMBER PROPERTY NAME CITY COUNTY
=================================================================================================================================
<S> <C> <C> <C> <C>
7 GMAC2070 Monterra & Chandler's Reach Apts.
7a GMAC2070-A Monterra Apts. San Diego San Diego
7b GMAC2070-B Chandler's Reach Apts. Redmond King
9 GMAC4300 Camden at Palmer Ranch Sarasota Sarasota
10 GMAC4560 Villas at Rancho Del Norte North Las Vegas Clark
11 GMAC3020 Victoria Woods Apts. Rowland Heights Los Angeles
12 GMAC4570 Balmoral Village Apts. Peachtree City Fayette
- ---------------------------------------------------------------------------------------------------------------------------------
13 GMAC4140 Schoettler Village Apts. Chesterfield Saint Louis County
15 GMAC1470 Delta Pointe Apts. Sacramento Sacramento
20 GMAC4160 Hathaway Court Apts. Wilsonville Clackamas
24 GMAC3180 Arbor Trail Apts. Park Forest Will
28 GMAC1360 Colonial Trace & Summerfield Apts.
- ---------------------------------------------------------------------------------------------------------------------------------
28a GMAC1360-A Colonial Trace Apts. New Orleans Orleans Parish
28b GMAC1360-B Summerfield Apts. Harvey Jefferson Parish
30 GMAC1600 Foxfire I & II Apts.
30a GMAC1600-A Foxfire I & II Apts. Colorado Springs El Paso
30b GMAC1600-B Spanish Walk Apts. Colorado Springs El Paso
- ---------------------------------------------------------------------------------------------------------------------------------
37 GMAC1170 Applewood on the Green Apts. Omaha Douglas
42 GMAC3340 Willowbend Apts. Chesterfield St. Louis
44 GMAC4070 Alpine Lake Apts. Jackson Jackson
45 GMAC4190 Valley River Court Apts. Eugene Lane
50 GMAC4310 Park Palace Apts. Memphis Shelby
- ---------------------------------------------------------------------------------------------------------------------------------
53 GMAC2600 Sherwood Apts. Council Bluff Pottawattamie
59 GMAC1260 Brittany Acres Apts. Bridgeton St. Louis
61 GMAC2870 Twelve Oaks Townhomes Novi Oakland
62 GMAC3300 Platinum Properties
62a GMAC3300-A Colonial House Apts. East Moline Rock Island
- ---------------------------------------------------------------------------------------------------------------------------------
62b GMAC3300-B Cody Apts. Rock Island Rock Island
62c GMAC3300-C Midvale Manor Apts. Moline Rock Island
62d GMAC3300-D Oak Terrace Apts. Rock Island Rock Island
62e GMAC3300-E Pebble Creek Apts. Silvis Rock Island
63 GMAC4340 Greenbryre Apts. Charlotte Mecklenberg
- ---------------------------------------------------------------------------------------------------------------------------------
64 GMAC2590 Scott Villa Apts. Burbank Los Angeles
67 GMAC1110 Madison House Apts. Hoboken Hudson
74 GMAC4350 Seasons Chase Apts. Greensboro Guilford
78 GMAC1860 Linden West and East Apts. Indianola Warren County
79 GMAC4020 Sherwood Forest Apts. Davenport Scott
- ---------------------------------------------------------------------------------------------------------------------------------
81 GMAC3190 Foxboro & Ashworth Pointe Apts. West Des Moines Polk County
83 GMAC3200 Candlewood Apts. Everett Snohomish
84 GMAC4330 Pelham Ridge Apts. Greenville Greenville
85 GMAC3110 Willshire Cove Apts. Lynnwood Snohomish
86 GMAC1480 Desert Wind Apts. Phoenix Maricopa
- ---------------------------------------------------------------------------------------------------------------------------------
89 GMAC3560 Kew Gardens Apts. Queens Queens County
90 GMAC3030 Village on the Green Apts. Tuckertown Ocean County
93 GMAC3060 Vista Court Apts. West Des Moines Polk
94 GMAC1590 Forest Ridge & Vistas Apts. Washington Washington, DC
102 GMAC2610 Sherwood Village Apts. Bedford Heights Cuyahoga
- ---------------------------------------------------------------------------------------------------------------------------------
104 GMAC4080 Bonaventure & La Residencia Apts. Brownsville Cameron
110 GMAC2510 The Roosevelt Cedar Rapids Linn
113 GMAC1420 Copper Croft Apts. Roanoke Roanoke
114 GMAC4200 Victorian Square Apts. Waxahachie Ellis
116 GMAC3320 Whisperwood Apts. Harrisburg Dauphin
- ---------------------------------------------------------------------------------------------------------------------------------
118 GMAC1790 La Posada Del Rey Apts. San Antonio Bexar
122 GMAC3010 Valleyfield Apts. Bedford Cuyahoga
123 GMAC3710 5801 14th Avenue & 273 Avenue P
123a GMAC3710-A 273 Avenue P Apts. Brooklyn Kings
123b GMAC3710-B Pershing Arms Apts. Brooklyn Kings
- ---------------------------------------------------------------------------------------------------------------------------------
124 GMAC3170 41-43 39th Place Apts. Sunnyside Queens
128 GMAC2820 Terra Villa Apts. Phoenix Maricopa
131 GMAC3670 Casa Real Apts. Encino Los Angeles
132 GMAC2480 River Ten Apts. Gulfport Harrison
133 GMAC1580 Fernwood Apts. Largo Pinellas
- ---------------------------------------------------------------------------------------------------------------------------------
<PAGE>
136 GMAC1180 Audubon Manor Apts. West Chester Chester
142 GMAC2400 Rancho Mill Apts. Colton San Bernardino
143 GMAC3590 Ridgewood Heights Apts. Omaha Douglas
146 GMAC2790 Sugar Creek Apts. Wichita Sedgwick
148 GMAC3500 San Souci Apts. & Esquire House Apts.
- ---------------------------------------------------------------------------------------------------------------------------------
148a GMAC3500-A Esquire House Apts. North Miami Beach Dade
148b GMAC3500-B San Souci Apts. North Miami Dade
150 GMAC2280 Parkview Apts. Sioux Falls Minnehaha
152 GMAC1240 Briarwood Apts. Phoenix Maricopa
153 GMAC1510 Eastlake Apts. Davis Yolo
- ---------------------------------------------------------------------------------------------------------------------------------
155 GMAC2210 Oakdale Manor Cooperative Apts. Suffern Rockland
157 GMAC1220 Bayshore Manor Office and Apts. Tampa Hillsborough
A-12
<PAGE>
160 GMAC2680 Spruce Pointe Apts. Altoona Polk
164 GMAC1500 Drewbar Apts. New York New York
165 GMAC1930 The Meadows Apts. Simsbury Hartford
- ---------------------------------------------------------------------------------------------------------------------------------
166 GMAC1720 Holly Park Apts. Dallas Dallas
168 GMAC3220 Mission Garden Apts. Phoenix Maricopa
171 GMAC3930 Harrison Place Apts. Meriden New Haven
173 GMAC4630 Heritage House Apts. Wichita Falls Wichita
175 GMAC2200 Northwood Apts. Everett Snohomish
- ---------------------------------------------------------------------------------------------------------------------------------
179 GMAC1270 Brittany Apts. Hampton Hampton
185 GMAC2490 RiverQuick Apts. Yardley Bucks
188 GMAC1900 Maison Terrebonne Apts. Houma Terrebonne Parish
190 GMAC3690 360-370 East 31st Street Brooklyn Kings
194 GMAC2780 Stratford Commons Apts. Littleton Arapahoe
- ---------------------------------------------------------------------------------------------------------------------------------
199 GMAC1770 Kester Avenue Apts. Sherman Oaks Los Angeles
201 GMAC1810 Lakewood Apts. Luling St. Charles Parrish
203 GMAC1820 Lakewood Park Apts. Miami Township Claremont
205 GMAC3780 Centennial Place Apts. Altoona Polk
207 GMAC2350 Perkiomen Apts. Pennsburg Montgomery
- ---------------------------------------------------------------------------------------------------------------------------------
208 GMAC1560 Fairfield Apts. Falcon Heights Ramsey
209 GMAC2810 Tally Ho Apts. Sioux Falls Minnehaha
210 GMAC1290 Californian Apts. Phoenix Maricopa
218 GMAC2290 Parkview Garden Apts. South Euclid Cuyahoga
220 GMAC3130 Winterhaven Apts. Newport News NAP
- ---------------------------------------------------------------------------------------------------------------------------------
224 GMAC4780 Lakeway Apts. Greenville Hunt
226 GMAC2120 NEI Portfolio I - Prospect Apts. Hartford Hartford
227 GMAC2110 NEI Portfolio I - 27 Imlay Street Hartford Hartford
228 GMAC2140 NEI Portfolio I - Farmington West Hartford Hartford
</TABLE>
A-13
<PAGE>
<TABLE>
<CAPTION>
INITIAL
INITIAL POOL POOL BALANCE
STATE ZIP CODE BALANCE ($) PER UNIT ($) UTILITIES PAID BY TENANT
===================================================================================================================
<S> <C> <C> <C> <C>
25,500,000 73,699 -
California 92112 - - Gas/Electricity/Cable
Washington 98052 - - Electricity/Cable
Florida 34238 22,452,347 51,973 Water/Gas/Electricity/Cable
Nevada 89031 21,736,236 64,499 Gas/Electricity/Cable
California 91748 20,328,537 51,859 Electricity/Cable
Georgia 30269 18,488,292 59,257 Water/Gas/Electricity/Cable
- -------------------------------------------------------------------------------------------------------------------
Missouri 63017 18,475,855 61,586 Electricity/Cable
California 95833 17,520,000 65,373 Cable
Oregon 97070 15,430,383 56,729 Gas/Electricity/Cable
Illinois 60466 12,400,000 33,333 Gas/Electricity/Cable
9,960,947 21,059 -
- -------------------------------------------------------------------------------------------------------------------
Louisiana 70114 - - Gas/Electricity/Cable
Louisiana 70058 - - Gas/Electricity/Cable
9,457,042 23,409 -
Colorado 80918 - - Cable
Colorado 80907 - - Cable
- -------------------------------------------------------------------------------------------------------------------
Nebraska 68127 7,973,469 34,075 Electricity
Missouri 63017 7,413,774 35,643 Electricity/Cable
Michigan 49203 7,195,198 26,848 Gas/Electricity/Cable
Oregon 97401 7,020,447 48,753 Gas/Electricity/Cable
Tennessee 38119 6,541,673 59,470 Electricity/Cable
- -------------------------------------------------------------------------------------------------------------------
Iowa 51503 6,139,117 28,422 Gas/Electricity/Cable
Missouri 63044 5,859,905 19,533 Electricity/Cable
Michigan 48375 5,771,008 73,987 Gas/Electricity
5,589,769 19,892 -
Illinois 61244 - - Gas/Electricity/Cable
- -------------------------------------------------------------------------------------------------------------------
Illinois 61201 - - Gas/Electricity/Cable
Illinois 61265 - - Gas/Electricity/Cable
Illinois 61201 - - Electricity/Cable
Illinois 61282 - - Water/Gas/Electricity/Cable
North Carolina 28205 5,493,008 31,569 Electricity/Cable
- -------------------------------------------------------------------------------------------------------------------
California 91504 5,490,238 57,190 Gas/Electricity/Cable
New Jersey 07030 5,377,609 179,254 Water/Gas/Electricity/Cable/Trash
North Carolina 27407 4,793,898 21,306 Gas/Electricity/Cable
Iowa 50125 4,545,792 39,875 Gas/Electricity/Cable/Trash
Iowa 52804 4,493,736 22,582 Electricity/Cable
- -------------------------------------------------------------------------------------------------------------------
Iowa 50266 4,393,875 61,026 Gas/Electricity/Cable
Washington 98204 4,331,088 28,683 Electricity/Cable
South Carolina 29615 4,294,533 23,340 Electricity/Cable
Washington 98036 4,288,156 36,340 Electricity/Cable
Arizona 85009 4,283,999 19,833 Gas/Electricity/Cable
- -------------------------------------------------------------------------------------------------------------------
New York 11367 4,246,862 80,129 Gas/Electricity/Cable
New Jersey 08087 4,224,887 35,207 Water/Electricity/Cable/Trash
Iowa 50266 4,063,040 33,859 Electricity/Cable
District of Columbia 20020 3,988,927 10,022 Gas/Electricity/Cable
Ohio 44146 3,726,918 19,211 Gas/Electricity/Cable
- -------------------------------------------------------------------------------------------------------------------
Texas 78521 3,595,302 14,735 Electricity/Cable
Iowa 52401 3,485,908 37,483 Electricity
Virginia 24014 3,286,469 27,387 Electricity/Cable
Texas 75165 3,247,888 20,820 Water/Electricity/Cable
Pennsylvania 17109 3,190,274 21,269 Electricity/Cable
- -------------------------------------------------------------------------------------------------------------------
Texas 78214 3,188,038 21,986 Gas/Electricity/Cable
Ohio 44146 3,067,750 17,631 Gas/Electricity/Cable
2,996,074 31,538 -
New York 11219 - - Gas/Electricity/Cable
New York 11219 - - Gas/Electricity/Cable
- -------------------------------------------------------------------------------------------------------------------
New York 11104 2,992,714 35,628 Gas/Electricity/Cable
Arizona 85015 2,988,259 21,345 Cable
California 91316 2,915,935 43,521 Electricity
Mississippi 39503 2,877,645 18,932 Gas/Electricity/Cable
Florida 34691 2,845,000 25,864 Gas/Electricity/Cable
- -------------------------------------------------------------------------------------------------------------------
Pennsylvania 19380 2,790,463 29,067 Electricity/Cable
California 92324 2,603,238 20,180 Electricity/Cable
Nebraska 68106 2,556,391 22,038 Gas/Electricity/Cable
Kansas 67210 2,391,268 14,234 Gas/Electricity
2,293,476 22,485 -
- -------------------------------------------------------------------------------------------------------------------
Florida 33179 - - Water/Electricity/Cable
Florida 33181 - - Electricity/Cable
South Dakota 57104 2,281,748 19,015 Electricity
Arizona 85017 2,239,683 17,775 Electricity/Cable
California 95616 2,196,203 54,905 Gas/Electricity/Cable
- -------------------------------------------------------------------------------------------------------------------
New York 10901 2,098,636 21,861 Electricity/Cable
Florida 33611 2,092,051 87,169 Electricity/Cable
Iowa 50009 2,072,015 26,564 Electricity/Cable
New York 10024 1,997,035 99,852 Gas/Electricity/Cable
Connecticut 06070 1,995,164 22,168 Cable
- -------------------------------------------------------------------------------------------------------------------
Texas 75227 1,992,716 12,454 Gas/Electricity/Cable
Arizona 85019 1,991,645 22,632 Electricity
Connecticut 06450 1,917,327 25,564 Electricity/Cable
Texas 76301 1,878,778 13,420 Cable
Washington 98203 1,867,735 34,588 Electricity/Cable
- -------------------------------------------------------------------------------------------------------------------
Virginia 23666 1,717,696 15,337 Gas/Electricity/Cable
Pennsylvania 19067 1,618,131 42,582 Electricity/Cable
Louisiana 70363 1,596,131 13,301 Electricity/Cable
New York 11226 1,558,919 21,652 Electricity/Cable
Colorado 80120 1,494,584 21,661 Electricity/Cable
- -------------------------------------------------------------------------------------------------------------------
California 91403 1,397,601 37,773 Electricity/Cable
Louisiana 70070 1,394,491 17,878 Cable/Trash
Ohio 45150 1,343,263 20,352 Gas/Electricity/Cable
Iowa 50009 1,339,362 13,952 Electricity/Cable
Pennsylvania 18073 1,295,572 28,165 Cable
- -------------------------------------------------------------------------------------------------------------------
Minnesota 55109 1,262,397 35,067 Cable
South Dakota 57103 1,261,772 16,177 Electricity
Arizona 85016 1,246,636 25,972 Water/Gas/Electricity/Cable/Trash
Ohio 44121 1,095,024 24,887 Gas/Electricity/Cable
Virginia 23606 1,051,373 26,284 Electricity/Cable
- -------------------------------------------------------------------------------------------------------------------
Texas 75402 899,415 14,276 Gas/Electricity/Cable
Connecticut 06106 746,615 16,969 Electricity/Cable
Connecticut 06106 298,646 9,955 Electricity/Cable
Connecticut 06119 298,646 19,910 Electricity/Cable
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STUDIOS 1 BEDROOM 2 BEDROOM 3 BEDROOM
------- --------- --------- ---------
AVG RENT AVG RENT AVG RENT AVG RENT
# UNITS PER MO. ($) # UNITS PER MO. ($) # UNITS PER MO. ($) # UNITS PER MO. ($)
=======================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
- - - - - - - -
- - 104 897 76 1,130 - -
- - 104 926 62 1,163 - -
- - 152 642 152 765 128 979
- - - - 253 925 84 1,075
- - 276 635 116 740 - -
- - 83 693 150 837 79 971
- -------------------------------------------------------------------------------------------------------
- - 88 728 167 817 45 1,003
- - 52 725 128 833 88 951
- - 64 610 155 653 53 810
8 473 96 562 188 654 80 845
- - - - - - - -
- -------------------------------------------------------------------------------------------------------
- - 116 365 124 460 1 575
24 325 80 410 104 500 24 580
- - - - - - - -
- - 164 405 148 480 - -
- - 92 405 - - - -
- -------------------------------------------------------------------------------------------------------
- - 117 475 117 636 - -
- - 144 664 64 845 - -
64 385 66 505 138 691 - -
- - 48 615 72 700 24 865
- - 56 832 54 1,149 - -
- -------------------------------------------------------------------------------------------------------
- - 96 479 120 600 - -
- - 48 425 252 491 - -
- - - - 42 1,038 36 1,104
- - - - - - - -
- - 44 352 70 411 - -
- -------------------------------------------------------------------------------------------------------
3 345 12 375 24 435 12 460
- - - - 36 445 - -
8 275 24 325 16 375 - -
- - 3 435 29 468 - -
- - 46 489 64 601 64 702
- -------------------------------------------------------------------------------------------------------
- - 52 1,009 44 1,156 - -
- - - - 20 1,765 10 2,710
- - 73 460 151 546 1 630
- - 2 490 112 662 - -
- - 89 477 110 570 - -
- -------------------------------------------------------------------------------------------------------
- - - - - - 72 1,153
6 395 49 475 96 570 - -
- - 56 433 120 539 8 650
- - 28 508 90 598 - -
- - 128 423 88 511 - -
- -------------------------------------------------------------------------------------------------------
5 1,500 - - 13 1,000 35 1,100
- - 36 611 78 714 6 788
2 325 48 449 70 564 - -
- - 24 440 203 530 163 600
- - 64 430 72 505 58 604
- -------------------------------------------------------------------------------------------------------
- - 92 380 140 467 12 585
21 302 52 595 20 725 - -
- - - - 100 490 20 560
- - 44 428 112 568 - -
14 449 52 555 84 645 - -
- -------------------------------------------------------------------------------------------------------
- - 26 404 64 475 55 584
37 425 125 500 11 634 1 685
- - - - - - - -
- - 29 633 19 644 - -
- - 37 530 10 608 - -
- -------------------------------------------------------------------------------------------------------
- - 72 825 12 1,150 - -
46 395 72 495 22 605 - -
3 550 60 629 4 875 - -
- - 44 410 108 495 - -
- - 36 473 74 559 - -
- -------------------------------------------------------------------------------------------------------
- - 32 624 64 670 - -
- - 16 435 70 485 43 535
- - 116 403 - - - -
48 269 96 324 24 429 - -
- - - - - - - -
- -------------------------------------------------------------------------------------------------------
- - 51 560 18 650 - -
- - 9 450 24 600 - -
- - 78 395 42 475 - -
8 350 112 425 6 550 - -
- - 9 645 21 847 10 1,195
- -------------------------------------------------------------------------------------------------------
25 558 54 752 17 873 - -
- - - - 14 1,268 10 1,425
- - 44 401 34 513 - -
3 1,191 15 1,432 2 2,082 - -
- - 90 599 - - - -
- -------------------------------------------------------------------------------------------------------
- - 64 345 96 430 - -
- - - - 88 480 - -
- - 71 500 4 575 - -
18 298 92 391 30 489 - -
- - 37 473 17 588 - -
- -------------------------------------------------------------------------------------------------------
- - 32 346 40 386 40 475
- - 4 565 34 820 - -
- - 30 345 86 429 4 475
4 453 53 471 15 513 - -
15 375 20 450 32 525 2 600
- -------------------------------------------------------------------------------------------------------
- - 16 816 21 995 - -
- - 22 364 30 525 26 625
- - 61 385 5 485 - -
- - 12 421 72 496 12 593
- - 27 548 19 580 - -
- -------------------------------------------------------------------------------------------------------
- - 9 625 27 725 - -
- - 40 350 38 450 - -
- - 24 595 24 795 - -
- - - - 44 454 - -
- - 8 409 - - 32 519
- -------------------------------------------------------------------------------------------------------
1 310 23 350 36 440 3 515
- - 34 519 10 675 - -
8 425 20 525 2 650 - -
- - 15 582 - - - -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
4 BEDROOM NUMBER
---------
AVG RENT OF
# UNITS PER MO. ($) ELEVATORS
========================================
<S> <C> <C>
- - -
- - -
- - -
- - -
- - -
- - -
- - -
- ----------------------------------------
- - -
- - -
- - -
- - 8
- - -
- ----------------------------------------
- - -
- - -
- - -
- - -
- - -
- ----------------------------------------
- - -
- - -
- - -
- - -
- - 2
- ----------------------------------------
- - -
- - -
- - -
- - -
- - -
- ----------------------------------------
- - -
- - -
- - -
- - -
- - -
- ----------------------------------------
- - 1
- - -
- - -
- - 4
- - -
- ----------------------------------------
- - -
- - 3
- - -
- - -
- - -
- ----------------------------------------
- - -
- - -
- - -
8 700 -
- - -
- ----------------------------------------
- - -
- - 4
- - -
- - -
- - -
- ----------------------------------------
- - -
- - -
- - -
- - 1
- - -
- ----------------------------------------
- - 2
- - -
- - -
- - -
- - -
- ----------------------------------------
- - -
- - -
- - -
- - -
- - -
- ----------------------------------------
- - 2
- - 1
- - -
- - -
- - -
- ----------------------------------------
- - 1
- - 1
- - -
- - -
- - -
- ----------------------------------------
- - -
- - -
- - 1
- - -
- - -
- ----------------------------------------
- - -
- - -
- - -
- - -
- - -
- ----------------------------------------
- - -
- - -
- - -
- - -
- - -
- ----------------------------------------
- - -
- - -
- - -
- - -
- - -
- ----------------------------------------
- - -
- - 1
- - 1
- - -
</TABLE>
<PAGE>
DISTRIBUTION OF CUT-OFF DATE BALANCES
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF AGGREGATE CUT-OFF DATE BALANCE
RANGE OF CUT-OFF DATE MORTGAGE CUT-OFF DATE CUT-OFF DATE ------------------------------------------
BALANCES LOANS BALANCE BALANCE MINIMUM MAXIMUM AVERAGE
- ------------------------------- ----------- ----------------- --------------- -------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
$298,646 - $999,999............ 8 $ 6,010,786 0.45% $ 298,646 $ 996,263 $ 751,348
1,000,000 - 1,999,999(1) ...... 57 87,504,852 6.56 1,051,373 1,997,035 1,535,173
2,000,000 - 2,999,999(1) ...... 41 103,789,798 7.78 2,000,323 2,996,074 2,531,458
3,000,000 - 3,999,999 ......... 29 101,711,593 7.62 3,067,750 3,988,927 3,507,296
4,000,000 - 4,999,999(1) ...... 23 102,203,557 7.66 4,063,040 4,961,608 4,443,633
5,000,000 - 5,999,999 ......... 16 89,945,191 6.74 5,234,958 5,983,783 5,621,574
6,000,000 - 6,999,999 ......... 9 58,650,629 4.40 6,094,686 6,989,442 6,516,737
7,000,000 - 7,999,999 ......... 9 67,264,133 5.04 7,020,447 7,973,469 7,473,793
8,000,000 - 8,999,999 ......... 6 52,037,839 3.90 8,087,993 8,994,747 8,672,973
9,000,000 - 9,999,999 ......... 4 39,307,192 2.95 9,457,042 9,974,333 9,826,798
10,000,000 - 13,999,999 ....... 5 60,346,815 4.52 10,064,340 13,490,340 12,069,363
14,000,000 - 16,999,999 ....... 5 78,961,055 5.92 14,781,872 16,801,616 15,792,211
17,000,000 - 19,999,999 ....... 5 89,609,574 6.72 17,337,349 18,488,292 17,921,915
20,000,000 - 24,999,999 ....... 4 88,433,697 6.63 20,328,537 23,916,577 22,108,424
25,000,000 - 29,999,999 ....... 2 51,095,401 3.83 25,500,000 25,595,401 25,547,700
30,000,000 - 39,999,999 ....... 2 67,874,231 5.09 31,874,231 36,000,000 33,937,115
40,000,000 - 59,999,999 ....... 1 58,566,075 4.39 58,566,075 58,566,075 58,566,075
60,000,000 - 68,211,566 ....... 2 131,015,855 9.82 62,804,289 68,211,566 65,507,927
-- -------------- ------
Total/Avg./Wtd. Avg./
Min/Max ...................... 228 $1,334,328,273 100.00% $ 298,646 $68,211,566 $ 5,852,317
=== ============== ======
<CAPTION>
WEIGHTED
AVERAGE
DEBT SERVICE COVERAGE RATIO WEIGHTED REMAINING CUT-OFF DATE LOAN TO VALUE RATIO
------------------------------ AVERAGE TERM TO -----------------------------------
RANGE OF CUT-OFF DATE WEIGHTED MORTGAGE MATURITY WEIGHTED
BALANCES MINIMUM MAXIMUM AVERAGE RATE (MOS) MINIMUM MAXIMUM AVERAGE
- ------------------------------- --------- --------- ---------- ---------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$298,646 - $999,999............ 1.33x 2.75x 1.69x 6.949% 115.2 40.17% 78.21% 57.94%
1,000,000 - 1,999,999(1) ...... 1.01 3.40 1.59 6.725 135.9 36.23 93.38 67.12
2,000,000 - 2,999,999(1) ...... 1.05 1.88 1.42 6.727 132.1 46.70 87.32 70.48
3,000,000 - 3,999,999 ......... 1.00 3.00 1.45 6.955 141.4 39.85 79.76 67.25
4,000,000 - 4,999,999(1) ...... 1.00 2.70 1.46 6.835 131.9 38.83 96.34 73.14
5,000,000 - 5,999,999 ......... 1.06 3.88 1.59 6.739 115.6 42.33 79.84 69.13
6,000,000 - 6,999,999 ......... 1.25 2.12 1.58 7.017 118.0 54.90 79.74 71.69
7,000,000 - 7,999,999 ......... 1.17 1.60 1.36 6.787 117.6 54.92 79.95 69.87
8,000,000 - 8,999,999 ......... 1.28 2.10 1.57 7.145 131.5 50.55 75.22 67.01
9,000,000 - 9,999,999 ......... 1.25 1.89 1.47 7.003 116.7 67.45 79.79 76.32
10,000,000 - 13,999,999 ....... 1.26 1.45 1.34 6.818 112.2 71.89 84.84 78.83
14,000,000 - 16,999,999 ....... 1.18 1.98 1.42 7.143 134.0 49.87 79.44 71.80
17,000,000 - 19,999,999 ....... 1.07 2.90 1.54 6.970 117.4 68.01 80.00 72.56
20,000,000 - 24,999,999 ....... 1.26 1.33 1.30 7.255 120.0 72.47 79.72 75.05
25,000,000 - 29,999,999 ....... 1.28 2.13 1.71 5.996 118.5 46.08 61.76 53.90
30,000,000 - 39,999,999 ....... 1.43 1.89 1.67 7.357 145.3 46.75 66.40 55.98
40,000,000 - 59,999,999 ....... 1.39 1.39 1.39 7.680 119.0 67.54 67.54 67.54
60,000,000 - 68,211,566 ....... 1.24 1.31 1.28 7.382 118.0 72.23 74.96 73.65
Total/Avg./Wtd. Avg./
Min/Max ...................... 1.00x 3.88x 1.47x 6.985% 125.6 36.23% 96.34% 69.84%
</TABLE>
- ------
(1) There are ten Credit Lease Loans in the pool of which some are included
in this range.
A-14
<PAGE>
DISTRIBUTION OF PROPERTY TYPES
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF AGGREGATE CUT-OFF DATE BALANCE
MORTGAGED CUT-OFF DATE CUT-OFF DATE -----------------------------------------
PROPERTY TYPE PROPERTIES BALANCE BALANCE MINIMUM MAXIMUM AVERAGE
- ----------------------------- ------------ ----------------- --------------- ------------ -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Multifamily ................. 95 $ 426,139,670 31.94% $ 298,646 $ 22,452,347 $4,485,681
Office(1) ................... 45 378,717,021 28.38 658,472 68,211,566 8,415,934
Retail(1) ................... 46 214,764,532 16.10 584,573 58,566,075 4,668,794
Industrial .................. 21 71,462,831 5.36 488,199 7,768,752 3,402,992
Hospitality ................. 12 57,217,962 4.29 1,689,811 10,064,340 4,768,164
Mobile Home Park ............ 14 56,432,789 4.23 1,743,284 7,740,823 4,030,914
Skilled Nursing ............. 9 35,730,526 2.68 1,397,368 8,748,282 3,970,058
Congregate Care ............. 8 32,861,130 2.46 2,086,406 6,299,793 4,107,641
Assisted Living Facility 5 19,491,609 1.46 1,195,464 6,911,303 3,898,322
Mixed Use ................... 2 16,489,414 1.24 7,494,667 8,994,747 8,244,707
Other ....................... 9 25,020,790 1.88 924,900 8,972,241 2,780,088
-- -------------- ------
Total/Avg./Wtd. Avg./
Min/Max .................... 266 $1,334,328,273 100.00% $ 298,646 $ 68,211,566 $5,016,272
=== ============== ======
<CAPTION>
WEIGHTED
AVERAGE
DEBT SERVICE COVERAGE RATIO WEIGHTED REMAINING CUT-OFF DATE LOAN TO VALUE RATIO
------------------------------ AVERAGE TERM TO -----------------------------------
WEIGHTED MORTGAGE MATURITY WEIGHTED
PROPERTY TYPE MINIMUM MAXIMUM AVERAGE RATE (MOS) MINIMUM MAXIMUM AVERAGE
- ----------------------------- --------- --------- ---------- ---------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Multifamily ................. 1.06x 2.02x 1.35x 6.758% 120.8 43.21% 80.00% 73.64%
Office(1) ................... 1.01 1.98 1.38 7.238 126.3 46.70 84.84 69.22
Retail(1) ................... 1.00 2.27 1.35 7.054 137.4 41.45 96.34 70.54
Industrial .................. 1.29 1.72 1.42 6.828 126.9 53.32 79.94 71.30
Hospitality ................. 1.45 2.36 1.68 7.233 129.7 36.74 71.89 64.40
Mobile Home Park ............ 1.37 2.70 1.96 6.272 121.0 38.83 75.79 54.16
Skilled Nursing ............. 1.36 3.88 2.32 7.229 102.0 42.33 79.15 68.01
Congregate Care ............. 1.14 3.00 2.45 7.332 121.0 51.08 79.74 69.32
Assisted Living Facility 1.18 1.68 1.24 7.056 119.0 70.32 79.44 78.52
Mixed Use ................... 1.40 1.58 1.50 7.309 119.0 50.55 74.95 61.64
Other ....................... 1.00 3.40 1.95 6.831 145.4 36.23 74.34 54.00
Total/Avg./Wtd. Avg./
Min/Max .................... 1.00x 3.88x 1.47x 6.985% 125.6 36.23% 96.34% 69.84%
</TABLE>
- ------
(1) There are ten Credit Lease Loans in the pool of which some are included
in this property type.
A-15
<PAGE>
DISTRIBUTION OF MORTGAGED PROPERTIES BY STATE
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF AGGREGATE CUT-OFF DATE BALANCE
MORTGAGED CUT-OFF DATE CUT-OFF DATE -----------------------------------------
STATE PROPERTIES BALANCE BALANCE MINIMUM MAXIMUM AVERAGE
- --------------------------- ------------ ------------------ --------------- ------------ -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
California(1) ............. 39 $ 294,724,360 22.09% $ 788,394 $ 68,211,566 $ 7,557,035
New York(1) ............... 27 166,708,740 12.49 658,472 58,566,075 6,174,398
Florida(1) ................ 26 100,975,716 7.57 584,573 22,452,347 3,883,681
Texas(1) .................. 21 79,469,832 5.96 899,415 9,914,870 3,784,278
Michigan .................. 10 76,512,898 5.73 2,718,503 31,874,231 7,651,290
Nevada .................... 6 56,588,974 4.24 1,990,301 21,736,236 9,431,496
Georgia(1) ................ 11 51,515,170 3.86 996,263 18,488,292 4,683,197
Washington ................ 10 46,156,438 3.46 1,867,735 12,029,566 4,615,644
Connecticut ............... 10 40,497,082 3.04 298,646 23,916,577 4,049,708
Missouri .................. 5 39,847,166 2.99 3,760,489 18,475,855 7,969,433
Illinois .................. 9 35,961,570 2.70 693,902 12,400,000 3,995,730
Colorado .................. 11 32,157,060 2.41 488,199 7,583,176 2,923,369
Iowa ...................... 8 30,532,846 2.29 1,339,362 6,139,117 3,816,606
Pennsylvania .............. 6 28,987,281 2.17 1,295,572 14,781,872 4,831,214
Oregon .................... 4 28,649,490 2.15 1,990,585 15,430,383 7,162,372
Arizona ................... 8 24,657,070 1.85 1,246,636 7,500,000 3,082,134
District of Columbia ...... 4 20,435,721 1.53 1,792,786 10,064,340 5,108,930
New Jersey ................ 7 20,122,031 1.51 1,195,690 5,377,609 2,874,576
Utah ...................... 2 19,040,266 1.43 8,087,993 10,952,273 9,520,133
Louisiana ................. 5 16,524,191 1.24 1,394,491 5,098,123 3,304,838
Ohio ...................... 5 15,327,641 1.15 1,095,024 6,094,686 3,065,528
North Carolina ............ 4 15,133,957 1.13 2,082,289 5,493,008 3,783,489
Virginia .................. 6 11,916,448 0.89 1,051,373 3,286,469 1,986,075
South Carolina ............ 3 11,552,995 0.87 3,379,917 4,294,533 3,850,998
Nebraska .................. 2 10,529,860 0.79 2,556,391 7,973,469 5,264,930
Tennessee(1) .............. 3 10,456,661 0.78 1,914,666 6,541,673 3,485,554
New Mexico ................ 2 10,362,854 0.78 2,989,003 7,373,851 5,181,427
Maryland .................. 2 9,138,985 0.68 2,639,598 6,499,387 4,569,493
Vermont ................... 1 8,972,241 0.67 8,972,241 8,972,241 8,972,241
Kentucky(1) ............... 1 4,961,608 0.37 4,961,608 4,961,608 4,961,608
Minnesota ................. 2 4,602,931 0.34 1,262,397 3,340,534 2,301,465
South Dakota .............. 2 3,543,520 0.27 1,261,772 2,281,748 1,771,760
Mississippi ............... 1 2,877,645 0.22 2,877,645 2,877,645 2,877,645
Kansas .................... 1 2,391,268 0.18 2,391,268 2,391,268 2,391,268
Arkansas .................. 1 1,397,368 0.10 1,397,368 1,397,368 1,397,368
Idaho ..................... 1 1,098,390 0.08 1,098,390 1,098,390 1,098,390
-- --------------- ------
Total/Avg./Wtd. Avg./
Min/Max .................. 266 $ 1,334,328,273 100.00% $ 298,646 $ 68,211,566 $ 5,016,272
=== =============== ======
</TABLE>
<PAGE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE
DEBT SERVICE COVERAGE RATIO WEIGHTED REMAINING CUT-OFF DATE LOAN TO VALUE RATIO
------------------------------ AVERAGE TERM TO -----------------------------------
WEIGHTED MORTGAGE MATURITY WEIGHTED
STATE MINIMUM MAXIMUM AVERAGE RATE (MOS) MINIMUM MAXIMUM AVERAGE
- --------------------------- --------- --------- ---------- ---------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
California(1) ............. 1.00x 2.02x 1.44x 7.014% 125.5 39.85% 80.00% 67.56%
New York(1) ............... 1.05 2.11 1.36 7.250 121.3 50.55 87.32 69.28
Florida(1) ................ 1.19 2.84 1.44 7.076 124.0 38.83 77.84 70.67
Texas(1) .................. 1.04 3.00 2.09 7.162 118.0 56.93 79.95 70.49
Michigan .................. 1.30 2.13 1.49 6.940 144.2 46.08 79.95 68.70
Nevada .................... 1.07 2.13 1.44 6.927 119.3 46.08 73.01 64.78
Georgia(1) ................ 1.05 3.40 1.50 6.799 121.1 36.23 93.38 74.00
Washington ................ 1.14 1.50 1.28 6.513 115.3 59.08 79.63 72.62
Connecticut ............... 1.30 1.91 1.37 7.606 124.9 49.03 79.94 70.92
Missouri .................. 1.06 1.60 1.28 6.920 112.3 54.92 74.10 68.14
Illinois .................. 1.25 3.88 1.71 6.606 103.6 42.33 79.79 72.30
Colorado .................. 1.43 2.04 1.69 6.385 131.5 54.90 79.74 67.56
Iowa ...................... 1.13 1.61 1.35 6.708 140.1 43.21 79.69 73.43
Pennsylvania .............. 1.25 1.50 1.33 7.082 151.4 67.06 79.76 75.05
Oregon .................... 1.20 2.11 1.30 7.263 127.0 61.06 78.57 74.24
Arizona ................... 1.28 1.64 1.43 6.791 114.5 59.34 77.23 68.85
District of Columbia ...... 1.01 2.36 1.40 7.161 141.1 47.18 75.24 67.73
New Jersey ................ 1.26 1.74 1.50 6.588 116.1 55.41 79.71 68.33
Utah ...................... 1.33 1.36 1.34 6.606 146.9 72.21 79.89 76.63
Louisiana ................. 1.21 1.57 1.30 6.985 123.9 56.71 78.43 71.90
Ohio ...................... 1.27 1.63 1.47 7.044 158.5 68.17 77.64 71.73
North Carolina ............ 1.30 1.67 1.45 6.937 119.3 65.07 79.90 75.27
Virginia .................. 1.26 1.94 1.47 6.892 137.3 36.74 79.89 66.21
South Carolina ............ 1.29 1.36 1.33 7.321 116.1 73.48 79.15 75.43
Nebraska .................. 1.40 1.44 1.41 6.647 116.5 77.11 77.47 77.20
Tennessee(1) .............. 1.01 1.25 1.17 7.582 161.8 72.97 83.25 76.38
New Mexico ................ 1.45 1.52 1.47 6.211 120.3 46.70 69.56 62.97
Maryland .................. 1.37 1.39 1.38 6.375 117.0 73.32 74.71 74.31
Vermont ................... 1.79 1.79 1.79 6.875 116.0 59.81 59.81 59.81
Kentucky(1) ............... 1.00 1.00 1.00 6.970 223.0 96.34 96.34 96.34
Minnesota ................. 1.26 2.13 1.89 6.543 119.4 46.08 77.31 54.64
South Dakota .............. 1.44 1.62 1.50 6.481 116.4 70.10 71.87 71.24
Mississippi ............... 1.26 1.26 1.26 6.970 115.0 71.94 71.94 71.94
Kansas .................... 1.57 1.57 1.57 6.125 116.0 79.71 79.71 79.71
Arkansas .................. 1.61 1.61 1.61 7.840 118.0 63.52 63.52 63.52
Idaho ..................... 2.27 2.27 2.27 6.800 178.0 41.45 41.45 41.45
Total/Avg./Wtd. Avg./
Min/Max .................. 1.00x 3.88x 1.47x 6.985% 125.6 36.23% 96.34% 69.84%
</TABLE>
- -------
(1) There are ten Credit Lease Loans in the pool of which some are included
in this state.
A-16
<PAGE>
DISTRIBUTION OF UNDERWRITTEN NCF DSCR
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF AGGREGATE CUT-OFF DATE BALANCE
RANGE OF MORTGAGE CUT-OFF DATE CUT-OFF DATE ------------------------------------------
UNDERWRITTEN NCF DSCR LOANS BALANCE BALANCE MINIMUM MAXIMUM AVERAGE
- -------------------------- ----------- ----------------- --------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
1.00x - 1.09x(1) ......... 12 $ 50,283,589 3.77% $1,079,717 $17,337,349 $ 4,190,299
1.10 - 1.19(1) ........... 7 39,875,231 2.99 1,340,277 16,801,616 5,696,462
1.20 - 1.24 .............. 5 107,303,597 8.04 3,572,621 62,804,289 21,460,719
1.25 - 1.29 .............. 31 217,742,938 16.32 1,095,024 25,500,000 7,023,966
1.30 - 1.34 .............. 35 256,348,567 19.21 904,665 68,211,566 7,324,245
1.35 - 1.39 .............. 25 144,733,192 10.85 1,246,636 58,566,075 5,789,328
1.40 - 1.49 .............. 35 170,044,675 12.74 899,415 31,874,231 4,858,419
1.50 - 1.59 .............. 31 100,879,314 7.56 298,646 15,990,246 3,254,171
1.60 - 1.79 .............. 18 66,115,785 4.95 1,195,464 8,972,241 3,673,099
1.80 - 1.89 .............. 7 61,236,066 4.59 1,713,294 36,000,000 8,748,009
1.90 - 2.19 .............. 10 73,881,594 5.54 1,397,601 25,595,401 7,388,159
2.20 - 4.99 .............. 12 45,883,726 3.44 996,263 17,788,077 3,823,644
-- -------------- ------
Total/Avg./Wtd. Avg./
Min/Max ................. 228 $1,334,328,273 100.00% $ 298,646 $68,211,566 $ 5,852,317
=== ============== ======
<CAPTION>
WEIGHTED
AVERAGE
DEBT SERVICE COVERAGE RATIO WEIGHTED REMAINING CUT-OFF DATE LOAN TO VALUE RATIO
------------------------------ AVERAGE TERM TO -----------------------------------
RANGE OF WEIGHTED MORTGAGE MATURITY WEIGHTED
UNDERWRITTEN NCF DSCR MINIMUM MAXIMUM AVERAGE RATE (MOS) MINIMUM MAXIMUM AVERAGE
- -------------------------- --------- --------- ---------- ---------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1.00x - 1.09x(1) ......... 1.00x 1.09x 1.05x 6.933% 155.8 39.85% 96.34% 72.56%
1.10 - 1.19(1) ........... 1.11 1.19 1.17 6.879 131.8 67.94 84.56 76.13
1.20 - 1.24 .............. 1.20 1.24 1.23 7.090 118.8 56.71 78.57 72.28
1.25 - 1.29 .............. 1.25 1.29 1.27 6.903 123.2 43.21 84.84 74.57
1.30 - 1.34 .............. 1.30 1.34 1.32 7.196 121.7 51.54 79.95 74.42
1.35 - 1.39 .............. 1.35 1.39 1.38 7.092 125.2 53.32 79.89 70.59
1.40 - 1.49 .............. 1.40 1.49 1.43 6.884 129.0 57.51 79.89 71.79
1.50 - 1.59 .............. 1.50 1.59 1.53 6.996 140.9 46.70 79.71 66.94
1.60 - 1.79 .............. 1.60 1.79 1.67 6.669 119.3 54.04 79.71 66.01
1.80 - 1.89 .............. 1.82 1.89 1.88 7.241 125.2 46.75 67.45 52.81
1.90 - 2.19 .............. 1.91 2.13 2.07 6.596 122.6 36.74 78.76 54.88
2.20 - 4.99 .............. 2.20 3.88 2.96 6.849 107.0 36.23 71.86 56.69
Total/Avg./Wtd. Avg./
Min/Max ................. 1.00x 3.88x 1.47x 6.985% 125.6 36.23% 96.34% 69.84%
</TABLE>
- -------
(1) There are ten Credit Lease Loans in the pool of which some are included
in this range.
<PAGE>
DISTRIBUTION OF CUT-OFF DATE LOAN TO VALUE AT ORIGINATION RATIOS
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF AGGREGATE CUT-OFF DATE BALANCE
RANGES OF CUT-OFF DATE MORTGAGE CUT-OFF DATE CUT-OFF DATE ------------------------------------------
LOAN-TO-VALUE RATIOS LOANS BALANCE BALANCE MINIMUM MAXIMUM AVERAGE
- ------------------------- ----------- ----------------- --------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
30.1% - 50.0% ........... 18 $ 109,347,944 8.19% $ 980,554 $36,000,000 $6,074,886
50.1 - 60.0 ............. 25 89,378,208 6.70 298,646 8,994,747 3,575,128
60.1 - 65.0 ............. 18 71,064,931 5.33 298,646 25,500,000 3,948,052
65.1 - 70.0 ............. 33 236,371,680 17.71 904,665 58,566,075 7,162,778
70.1 - 75.0 ............. 65 435,697,214 32.65 1,051,373 68,211,566 6,703,034
75.1 - 80.0(1) .......... 62 365,077,947 27.36 899,415 22,452,347 5,888,354
80.1 - 85.0(1) .......... 4 18,745,606 1.40 1,340,277 13,490,340 4,686,401
85.1 - 90.0(1) .......... 1 2,095,657 0.16 2,095,657 2,095,657 2,095,657
90.1 - 95.0(1) .......... 1 1,587,479 0.12 1,587,479 1,587,479 1,587,479
95.1 - 100.0(1) ......... 1 4,961,608 0.37 4,961,608 4,961,608 4,961,608
-- -------------- ------
Total/Avg./Wtd. Avg./
Min/Max ................ 228 $1,334,328,273 100.00% $ 298,646 $68,211,566 $5,852,317
=== ============== ======
<CAPTION>
WEIGHTED
AVERAGE
DEBT SERVICE COVERAGE RATIO WEIGHTED REMAINING CUT-OFF DATE LOAN TO VALUE RATIO
------------------------------ AVERAGE TERM TO -----------------------------------
RANGES OF CUT-OFF DATE WEIGHTED MORTGAGE MATURITY WEIGHTED
LOAN-TO-VALUE RATIOS MINIMUM MAXIMUM AVERAGE RATE (MOS) MINIMUM MAXIMUM AVERAGE
- ------------------------- --------- --------- ---------- ---------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
30.1% - 50.0% ........... 1.00x 3.88x 2.13x 6.841% 119.5 36.23% 49.87% 45.59%
50.1 - 60.0 ............. 1.21 2.11 1.64 6.966 127.3 50.55 59.81 55.73
60.1 - 65.0 ............. 1.09 2.11 1.41 6.487 129.3 61.06 64.96 62.68
65.1 - 70.0 ............. 1.07 3.00 1.55 7.064 129.6 65.07 69.95 67.66
70.1 - 75.0 ............. 1.06 2.59 1.35 7.145 125.1 70.05 74.96 72.98
75.1 - 80.0(1) .......... 1.01 2.12 1.35 6.885 121.5 75.22 80.00 78.31
80.1 - 85.0(1) .......... 1.01 1.27 1.21 7.064 144.9 80.98 84.84 84.25
85.1 - 90.0(1) .......... 1.05 1.05 1.05 7.450 173.0 87.32 87.32 87.32
90.1 - 95.0(1) .......... 1.05 1.05 1.05 5.730 213.0 93.38 93.38 93.38
95.1 - 100.0(1) ......... 1.00 1.00 1.00 6.970 223.0 96.34 96.34 96.34
Total/Avg./Wtd. Avg./
Min/Max ................ 1.00x 3.88x 1.47x 6.985% 125.6 36.23% 96.34% 69.84%
</TABLE>
- -------
(1) There are ten Credit Lease Loans in the pool of which some are included
in this range.
A-17
<PAGE>
DISTRIBUTION OF MORTGAGE RATES
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF AGGREGATE CUT-OFF DATE BALANCE
RANGE OF MORTGAGE CUT-OFF DATE CUT-OFF DATE ------------------------------------------
MORTGAGE RATES LOANS BALANCE BALANCE MINIMUM MAXIMUM AVERAGE
- --------------------------- ----------- ----------------- --------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
5.501% - 6.000%(1) ........ 16 $ 59,567,418 4.46% $ 996,263 $25,500,000 $ 3,722,964
6.001 - 6.250 ............. 29 117,593,567 8.81 1,195,750 17,520,000 4,054,951
6.251 - 6.500(1) .......... 26 146,273,178 10.96 1,261,772 25,595,401 5,625,891
6.501 - 6.750(1) .......... 25 102,614,509 7.69 1,095,471 12,400,000 4,104,580
6.751 - 7.000(1) .......... 46 283,934,998 21.28 1,079,717 62,804,289 6,172,500
7.001 - 7.250 ............. 42 199,032,064 14.92 298,646 18,475,855 4,738,859
7.251 - 7.500(1) .......... 25 181,890,306 13.63 1,339,362 22,452,347 7,275,612
7.501 - 7.750 ............. 6 115,441,281 8.65 2,086,406 58,566,075 19,240,213
7.751 - 8.000(1) .......... 9 113,363,091 8.50 1,318,728 68,211,566 12,595,899
8.001 - 9.000 ............. 4 14,617,861 1.10 2,239,683 6,094,686 3,654,465
-- -------------- ------
Total/Avg./Wtd. Avg./
Min/Max .................. 228 $1,334,328,273 100.00% $ 298,646 $68,211,566 $ 5,852,317
=== ============== ======
<CAPTION>
WEIGHTED
AVERAGE
DEBT SERVICE COVERAGE RATIO WEIGHTED REMAINING CUT-OFF DATE LOAN TO VALUE RATIO
------------------------------ AVERAGE TERM TO -----------------------------------
RANGE OF WEIGHTED MORTGAGE MATURITY WEIGHTED
MORTGAGE RATES MINIMUM MAXIMUM AVERAGE RATE (MOS) MINIMUM MAXIMUM AVERAGE
- --------------------------- --------- --------- ---------- ---------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
5.501% - 6.000%(1) ........ 1.05x 3.40x 1.58x 5.784% 124.3 36.23% 93.38% 62.76%
6.001 - 6.250 ............. 1.27 2.36 1.57 6.163 127.6 36.91 80.00 69.04
6.251 - 6.500(1) .......... 1.06 2.70 1.56 6.377 124.2 38.83 84.56 67.34
6.501 - 6.750(1) .......... 1.19 3.88 1.55 6.643 124.5 42.33 79.74 71.22
6.751 - 7.000(1) .......... 1.00 3.00 1.37 6.929 132.8 36.74 96.34 71.40
7.001 - 7.250 ............. 1.01 2.90 1.50 7.186 117.0 49.03 79.95 72.04
7.251 - 7.500(1) .......... 1.05 2.12 1.34 7.395 126.5 43.21 87.32 73.60
7.501 - 7.750 ............. 1.00 1.89 1.55 7.673 122.4 39.85 79.74 59.72
7.751 - 8.000(1) .......... 1.01 2.59 1.36 7.819 126.3 57.81 83.25 73.44
8.001 - 9.000 ............. 1.28 2.11 1.64 8.302 125.3 51.08 77.23 65.14
Total/Avg./Wtd. Avg./
Min/Max .................. 1.00x 3.88x 1.47x 6.985% 125.6 36.23% 96.34% 69.84%
</TABLE>
- -------
(1) There are ten Credit Lease Loans in the pool of which some are included
in this range.
<PAGE>
DISTRIBUTION OF AMORTIZATION TYPES
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF AGGREGATE CUT-OFF DATE BALANCE
MORTGAGE CUT-OFF DATE CUT-OFF DATE ------------------------------------------
AMORTIZATION TYPE LOANS BALANCE BALANCE MINIMUM MAXIMUM AVERAGE
- --------------------------- ----------- ----------------- --------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Balloon(1) ................ 191 $1,172,118,436 87.84% $ 298,646 $68,211,566 $6,136,746
Fully Amortizing(1) ....... 19 52,622,910 3.94 1,079,717 4,623,727 2,769,627
Hyperamortizing ........... 18 109,586,927 8.21 1,689,811 25,595,401 6,088,163
--- -------------- ------
Total/Avg./Wtd. Avg./
Min/Max .................. 228 $1,334,328,273 100.00% $ 298,646 $68,211,566 $5,852,317
=== ============== ======
<CAPTION>
WEIGHTED
AVERAGE
DEBT SERVICE COVERAGE RATIO WEIGHTED REMAINING CUT-OFF DATE LOAN TO VALUE RATIO
------------------------------ AVERAGE TERM TO -----------------------------------
WEIGHTED MORTGAGE MATURITY WEIGHTED
AMORTIZATION TYPE MINIMUM MAXIMUM AVERAGE RATE (MOS) MINIMUM MAXIMUM AVERAGE
- --------------------------- --------- --------- ---------- ---------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balloon(1) ................ 1.00x 3.88x 1.44x 7.005% 123.2 36.23% 96.34% 70.83%
Fully Amortizing(1) ....... 1.00 1.89 1.23 6.948 191.3 39.85 93.38 69.06
Hyperamortizing ........... 1.30 2.70 1.80 6.782 120.6 36.74 71.93 59.62
Total/Avg./Wtd. Avg./
Min/Max .................. 1.00x 3.88x 1.47x 6.985% 125.6 36.23% 96.34% 69.84%
</TABLE>
- -------
(1) There are ten Credit Lease Loans in the pool of which some are included
in this amortization type.
A-18
<PAGE>
DISTRIBUTION OF REMAINING AMORTIZATION TERMS
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF AGGREGATE CUT-OFF DATE BALANCE
RANGE OF REMAINING MORTGAGE CUT-OFF DATE CUT-OFF DATE -----------------------------------------
AMORTIZATION TERMS LOANS BALANCE BALANCE MINIMUM MAXIMUM AVERAGE
- ---------------------- ----------- ---------------- --------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
85 - 120 ............ 1 $ 4,589,669 0.34% $4,589,669 $ 4,589,669 $4,589,669
121 - 180(1) ......... 12 35,717,679 2.68 1,340,277 5,859,905 2,976,473
181 - 240(1) ......... 15 54,494,984 4.08 1,079,717 17,788,077 3,632,999
241 - 300(1) ......... 49 194,139,610 14.55 904,665 16,801,616 3,962,033
301 - 360 ............ 149 1,042,971,465 78.16 298,646 68,211,566 6,999,808
361 - 380 ............ 2 2,414,867 0.18 1,096,140 1,318,728 1,207,434
--- -------------- ------
Total/Avg./Wtd. Avg./
Min/Max ............. 228 $1,334,328,273 100.00% $ 298,646 $68,211,566 $5,852,317
=== ============== ======
<CAPTION>
WEIGHTED
AVERAGE
DEBT SERVICE COVERAGE RATIO WEIGHTED REMAINING CUT-OFF DATE LOAN TO VALUE RATIO
------------------------------ AVERAGE TERM TO -----------------------------------
RANGE OF REMAINING WEIGHTED MORTGAGE MATURITY WEIGHTED
AMORTIZATION TERMS MINIMUM MAXIMUM AVERAGE RATE (MOS) MINIMUM MAXIMUM AVERAGE
- ---------------------- --------- --------- ---------- ---------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
85 - 120 ............ 1.01x 1.01x 1.01x 7.250% 117.0 75.24% 75.24% 75.24%
121 - 180(1) ......... 1.05 1.63 1.22 6.742 153.7 54.04 87.32 67.90
181 - 240(1) ......... 1.00 3.00 2.01 7.167 162.4 39.85 93.38 67.10
241 - 300(1) ......... 1.00 3.88 1.59 7.039 123.9 36.74 96.34 71.50
301 - 360 ............ 1.07 3.40 1.42 6.972 123.1 36.23 84.84 69.74
361 - 380 ............ 1.28 2.84 1.99 6.988 117.1 43.85 73.26 59.91
Total/Avg./Wtd. Avg./
Min/Max ............. 1.00x 3.88x 1.47x 6.985% 125.6 36.23% 96.34% 69.84%
</TABLE>
- -------
(1) There are ten Credit Lease Loans in the pool of which some are included
in this range.
<PAGE>
DISTRIBUTION OF ORIGINAL TERMS TO MATURITY
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF AGGREGATE CUT-OFF DATE BALANCE
RANGES OF ORIGINAL MORTGAGE CUT-OFF DATE CUT-OFF DATE ------------------------------------------
TERMS TO MATURITY (MOS.) LOANS BALANCE BALANCE MINIMUM MAXIMUM AVERAGE
- -------------------------- ----------- ---------------- --------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
36 - 84 ................ 3 $ 25,267,656 1.89% $5,859,905 $13,439,862 $8,422,552
101 - 120 ................ 170 1,029,974,271 77.19 298,646 68,211,566 6,058,672
121 - 140 ................ 12 89,721,881 6.72 1,689,811 25,595,401 7,476,823
141 - 180(1) ............. 28 143,357,802 10.74 1,098,390 31,874,231 5,119,922
181 - 240(1) ............. 15 46,006,664 3.45 1,079,717 8,087,993 3,067,111
--- -------------- ------
Total/Avg./Wtd. Avg./
Min/Max ................. 228 $1,334,328,273 100.00% $ 298,646 $68,211,566 $5,852,317
=== ============== ======
<CAPTION>
WEIGHTED
AVERAGE
DEBT SERVICE COVERAGE RATIO WEIGHTED REMAINING CUT-OFF DATE LOAN TO VALUE RATIO
------------------------------ AVERAGE TERM TO -----------------------------------
RANGES OF ORIGINAL WEIGHTED MORTGAGE MATURITY WEIGHTED
TERMS TO MATURITY (MOS.) MINIMUM MAXIMUM AVERAGE RATE (MOS) MINIMUM MAXIMUM AVERAGE
- -------------------------- --------- --------- ---------- ---------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
36 - 84 ................ 1.06x 3.88x 1.92x 6.810% 68.3 42.33% 76.54% 67.08%
101 - 120 ................ 1.01 3.40 1.45 7.004 117.0 36.23 84.84 70.64
121 - 140 ................ 1.30 2.70 1.76 6.847 122.6 36.74 72.47 59.61
141 - 180(1) ............. 1.05 2.27 1.40 7.010 167.3 41.45 87.32 69.97
181 - 240(1) ............. 1.00 1.89 1.30 6.830 225.4 39.85 96.34 72.91
Total/Avg./Wtd. Avg./
Min/Max ................. 1.00x 3.88x 1.47x 6.985% 125.6 36.23% 96.34% 69.84%
</TABLE>
- -------
(1) There are ten Credit Lease Loans in the pool of which some are included
in this range.
A-19
<PAGE>
DISTRIBUTION OF REMAINING TERMS TO MATURITY
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF AGGREGATE CUT-OFF DATE BALANCE
RANGES OF REMAINING MORTGAGE CUT-OFF DATE CUT-OFF DATE ------------------------------------------
TERMS TO MATURITY LOANS BALANCE BALANCE MINIMUM MAXIMUM AVERAGE
- ---------------------- ----------- ---------------- --------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
36 - 84 ............. 3 $ 25,267,656 1.89% $5,859,905 $13,439,862 $8,422,552
101 - 120 ............ 173 1,039,401,129 77.90 298,646 68,211,566 6,008,099
121 - 140 ............ 10 88,867,675 6.66 2,082,289 25,595,401 8,886,767
141 - 180(1) ......... 27 134,785,150 10.10 1,098,390 31,874,231 4,992,043
181 - 240(1) ......... 15 46,006,664 3.45 1,079,717 8,087,993 3,067,111
--- -------------- ------
Total/Avg./Wtd. Avg./
Min/Max ............. 228 $1,334,328,273 100.00% $ 298,646 $68,211,566 $5,852,317
=== ============== ======
<CAPTION>
WEIGHTED
AVERAGE
DEBT SERVICE COVERAGE RATIO WEIGHTED REMAINING CUT-OFF DATE LOAN TO VALUE RATIO
------------------------------ AVERAGE TERM TO -----------------------------------
RANGES OF REMAINING WEIGHTED MORTGAGE MATURITY WEIGHTED
TERMS TO MATURITY MINIMUM MAXIMUM AVERAGE RATE (MOS) MINIMUM MAXIMUM AVERAGE
- ---------------------- --------- --------- ---------- ---------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
36 - 84 ............. 1.06x 3.88x 1.92x 6.810% 68.3 42.33% 76.54% 67.08%
101 - 120 ............ 1.01 3.40 1.45 7.008 117.0 36.23 84.84 70.53
121 - 140 ............ 1.28 2.70 1.71 6.822 125.1 38.83 73.27 61.03
141 - 180(1) ......... 1.05 2.27 1.40 6.998 169.1 41.45 87.32 69.76
181 - 240(1) ......... 1.00 1.89 1.30 6.830 225.4 39.85 96.34 72.91
Total/Avg./Wtd. Avg./
Min/Max ............. 1.00x 3.88x 1.47x 6.985% 125.6 36.23% 96.34% 69.84%
</TABLE>
- -------
(1) There are ten Credit Lease Loans in the pool of which some are included
in this range.
<PAGE>
DISTRIBUTION OF PREPAYMENT PROVISIONS
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF AGGREGATE CUT-OFF DATE BALANCE
MORTGAGE CUT-OFF DATE CUT-OFF DATE ------------------------------------------
PREPAYMENT PROVISION LOANS BALANCE BALANCE MINIMUM MAXIMUM AVERAGE
- ------------------------- ----------- ----------------- --------------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Lockout/Defeasance(1).... 215 $1,279,221,650 95.87% $ 899,415 $68,211,566 $5,949,868
Lockout/Greater of YM
or 1%(2) ............... 11 46,899,052 3.51 298,646 23,916,577 4,263,550
Lockout/Open ............ 2 8,207,571 0.62 2,239,683 5,967,889 4,103,786
--- -------------- ======
Total/Avg./Wtd. Avg./
Min/Max ................ 228 $1,334,328,273 100.00% $ 298,646 $68,211,566 $5,852,317
=== ============== ======
<CAPTION>
WEIGHTED
AVERAGE
DEBT SERVICE COVERAGE RATIO WEIGHTED REMAINING CUT-OFF DATE LOAN TO VALUE RATIO
------------------------------ AVERAGE TERM TO -----------------------------------
WEIGHTED MORTGAGE MATURITY WEIGHTED
PREPAYMENT PROVISION MINIMUM MAXIMUM AVERAGE RATE (MOS) MINIMUM MAXIMUM AVERAGE
- ------------------------- --------- --------- ---------- ---------- ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lockout/Defeasance(1).... 1.00x 3.40x 1.46x 6.962% 126.3 36.23% 96.34% 70.01%
Lockout/Greater of YM
or 1%(2) ............... 1.30 1.54 1.36 7.588 120.2 49.03 72.47 68.42
Lockout/Open ............ 1.28 3.88 3.17 7.041 54.3 42.33 77.23 51.85
Total/Avg./Wtd. Avg./
Min/Max ................ 1.00x 3.88x 1.47x 6.985% 125.6 36.23% 96.34% 69.84%
</TABLE>
- -------
(1) There are ten Credit Lease Loans in the pool included in this type of
prepayment provision.
(2) Includes 7 loans with the provision "(Greater of YM or 1%) + (25% on the
loan balance)."
A-20
<PAGE>
PREPAYMENT LOCK-OUT/PREPAYMENT PREMIUM/DEFEASANCE
PERCENTAGE OF MORTGAGE LOANS BY OUTSTANDING PRINCIPAL BALANCE
<TABLE>
<CAPTION>
FEB-99 FEB-00 FEB-01 FEB-02
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Locked out ............ 96.49% 96.48% 21.58% 4.09%
Defeasance ............ 0.00 0.00 74.89 92.19
Yield Maintenance ..... 3.51 3.52 3.53 3.55
- ------------------------ ---------- ---------- ---------- ----------
Subtotal .............. 100.00% 100.00% 100.00% 99.83%
No Penalty ............ 0.00% 0.00% 0.00% 0.17%
Total ................. 100.00% 100.00% 100.00% 100.00%
Aggregate Balance
($1MM)................ $ 1,334.33 $ 1,318.35 $ 1,301.18 $ 1,276.33
% of Initial Pool
Balance .............. 100.00% 98.80% 97.52% 95.65%
<CAPTION>
FEB-03 FEB-04 FEB-05 FEB-06 FEB-07 FEB-08
--------------- --------------- --------------- --------------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Locked out ............ 0.28% 0.00% 0.00% 0.00% 0.00% 0.00%
Defeasance ............ 95.99 96.01 94.97 95.94 95.93 92.19
Yield Maintenance ..... 3.56 3.57 3.58 3.64 3.65 2.71
- ------------------------- ---------- ---------- ---------- ---------- ---------- ----------
Subtotal .............. 99.83% 99.58% 98.55% 99.58% 99.59% 94.90%
No Penalty ............ 0.17% 0.42% 1.45% 0.42% 0.41% 5.10%
Total ................. 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Aggregate Balance
($1MM)................ $ 1,255.84 $ 1,233.78 $ 1,209.99 $ 1,169.12 $ 1,142.23 $ 1,109.16
% of Initial Pool
Balance .............. 94.12% 92.46% 90.68% 87.62% 85.60% 83.12%
</TABLE>
<TABLE>
<CAPTION>
FEB-09 FEB-10 FEB-11 FEB-12
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Locked Out ............ 0.00% 0.00% 0.00% 0.00%
Defeasance ............ 67.95 98.37 98.00 98.07
Yield Maintenance ..... 9.93 0.00 0.00 0.00
- ------------------------ -------- -------- -------- -------
Subtotal .............. 77.87% 98.37% 98.00% 98.07%
No Penalty ............ 22.13% 1.63% 2.00% 1.93%
Total ................. 100.00% 100.00% 100.00% 100.00%
Aggregate Balance
($1MM)................ $ 209.74 $ 135.43 $ 101.80 $ 95.22
% of Initial Pool
Balance .............. 15.72% 10.15% 7.63% 7.14%
<CAPTION>
FEB-13 FEB-14 FEB-15 FEB-16 FEB-17 FEB-18
------------- ------------- ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Locked Out ............ 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Defeasance ............ 96.33 94.21 92.81 93.50 94.59 77.42
Yield Maintenance ..... 0.00 0.00 0.00 0.00 0.00 0.00
- ------------------------- ------- ------- ------- ------- ------- -------
Subtotal .............. 96.33% 94.21% 92.81% 93.50% 94.59% 77.42%
No Penalty ............ 3.67% 5.79% 7.19% 6.50% 5.41% 22.58%
Total ................. 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Aggregate Balance
($1MM)................ $ 88.56 $ 24.24 $ 16.13 $ 13.78 $ 11.30 $ 6.75
% of Initial Pool
Balance .............. 6.64% 1.82% 1.21% 1.03% 0.85% 0.51%
</TABLE>
A-21
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-C1
FOR ADDITIONAL INFORMATION, PLEASE CONTACT
LESLIE GASKILL
[NORWEST BANKS LOGO] (212) 515-5254
NORWEST BANK MINNESOTA, N.A. REPORTS AVAILABLE ON THE WORLD WIDE WEB
CORPORATE TRUST SERVICES @WWW.CTSLINK.COM/CMBS
3 NEW YORK PLAZA, 15TH FLOOR PAYMENT DATE: 03/15/1999
NEW YORK, NY 10004 RECORD DATE: 02/26/1999
ANNEX B
DISTRIBUTION DATE STATEMENT
TABLE OF CONTENTS
<TABLE>
<CAPTION>
STATEMENT SECTIONS PAGE(S)
- ------------------------------------------------------------ ---------
<S> <C>
Certificate Distribution Detail 2
Certificate Factor Detail 3
Reconciliation Detail 4
Other Required Information 5
Ratings Detail 6
Current Mortgage Loan and Property Stratification Tables 7 -- 9
Mortgage Loan Detail 10
Principal Prepayment Detail 11
Historical Detail 12
Delinquency Loan Detail 13
Specially Serviced Loan Detail 14 -- 15
Modified Loan Detail 16
Liquidated Loan Detail 17
</TABLE>
<TABLE>
<CAPTION>
UNDERWRITER SERVICER SPECIAL SERVICER
------------- ---------- ------------------
<S> <C> <C>
Goldman, Sachs & Co. GMAC Commercial Mortgage Corporation GMAC Commercial Mortgage Corporation
85 Broad Street 650 Dresher Road 650 Dresher Road
Horsham, PA 10944-8015 Horsham, PA 10944-8015
New York, New York 10004
Contact: Contact: Coral I. Horstmeyer Contact:
Phone Number: Phone Number: (215) 328-1790 Phone Number:
</TABLE>
This report has been compiled from information provided to Norwest by various
third parties, which may include the Servicer, Master Servicer, Special Servicer
and others. Norwest has not independently confirmed the accuracy of information
received from these third parties and assumes no duty to do so. Norwest
expressly disclaims any responsibility for the accuracy or completeness of
information furnished by third parties.
Copyright 1997, Norwest Bank Minnesota, N.A.
B-1
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-C1
FOR ADDITIONAL INFORMATION, PLEASE CONTACT
LESLIE GASKILL
[NORWEST BANKS LOGO] (212) 515-5254
NORWEST BANK MINNESOTA, N.A. REPORTS AVAILABLE ON THE WORLD WIDE WEB
CORPORATE TRUST SERVICES @WWW.CTSLINK.COM/CMBS
3 NEW YORK PLAZA, 15TH FLOOR PAYMENT DATE: 03/15/1999
NEW YORK, NY 10004 RECORD DATE: 02/26/1999
CERTIFICATE DISTRIBUTION DETAIL
<TABLE>
<CAPTION>
PASS-THROUGH ORIGINAL BEGINNING PRINCIPAL
CLASS CUSIP RATE BALANCE BALANCE DISTRIBUTION
- -------- ------- -------------- ---------- ----------- --------------
<S> <C> <C> <C> <C> <C>
A-1 0.000000% 0.00 0.00 0.00
A-2 0.000000% 0.00 0.00 0.00
B 0.000000% 0.00 0.00 0.00
C 0.000000% 0.00 0.00 0.00
D 0.000000% 0.00 0.00 0.00
E 0.000000% 0.00 0.00 0.00
F 0.000000% 0.00 0.00 0.00
G 0.000000% 0.00 0.00 0.00
H 0.000000% 0.00 0.00 0.00
J 0.000000% 0.00 0.00 0.00
K 0.000000% 0.00 0.00 0.00
L 0.000000% 0.00 0.00 0.00
M 0.000000% 0.00 0.00 0.00
N 0.000000% 0.00 0.00 0.00
R-I 0.000000% 0.00 0.00 0.00
R-II 0.000000% 0.00 0.00 0.00
R-III 0.000000% 0.00 0.00 0.00
-------- ---- ---- ----
Totals 0.00 0.00 0.00
<CAPTION>
REALIZED LOSS/ CURRENT
INTEREST PREPAYMENT ADDITIONAL TRUST TOTAL ENDING SUBORDINATION
CLASS DISTRIBUTION PENALTIES FUND EXPENSES DISTRIBUTION BALANCE LEVEL (1)
- -------- -------------- ------------ ------------------ -------------- --------- --------------
<S> <C> <C> <C> <C> <C> <C>
A-1 0.00 0.00 0.00 0.00 0.00 0.00%
A-2 0.00 0.00 0.00 0.00 0.00 0.00%
B 0.00 0.00 0.00 0.00 0.00 0.00%
C 0.00 0.00 0.00 0.00 0.00 0.00%
D 0.00 0.00 0.00 0.00 0.00 0.00%
E 0.00 0.00 0.00 0.00 0.00 0.00%
F 0.00 0.00 0.00 0.00 0.00 0.00%
G 0.00 0.00 0.00 0.00 0.00 0.00%
H 0.00 0.00 0.00 0.00 0.00 0.00%
J 0.00 0.00 0.00 0.00 0.00 0.00%
K 0.00 0.00 0.00 0.00 0.00 0.00%
L 0.00 0.00 0.00 0.00 0.00 0.00%
M 0.00 0.00 0.00 0.00 0.00 0.00%
N 0.00 0.00 0.00 0.00 0.00 0.00%
R-I 0.00 0.00 0.00 0.00 0.00 0.00%
R-II 0.00 0.00 0.00 0.00 0.00 0.00%
R-III 0.00 0.00 0.00 0.00 0.00 0.00%
---- ---- ---- ---- ---- ----
Totals 0.00 0.00 0.00 0.00 0.00
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL BEGINNING ENDING
PASS-THROUGH NOTIONAL NOTIONAL INTEREST PREPAYMENT TOTAL NOTIONAL
CLASS CUSIP RATE AMOUNT AMOUNT DISTRIBUTION PENALTIES DISTRIBUTION AMOUNT
- ------- ------- -------------- ---------- ----------- -------------- ------------ -------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
X 0.000000% 0.00 0.00 0.00 0.00 0.00 0.00
</TABLE>
(1) Calculated by taking (A) the sum of the ending certificate balance of all
classes less (B) the sum of (i) the ending certificate balance of the
designated class and (ii) the ending certificate balance of all classes
which are not subordinate to the designated class and dividing the result
by (A).
B-2
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-C1
FOR ADDITIONAL INFORMATION, PLEASE CONTACT
LESLIE GASKILL
[NORWEST BANKS LOGO] (212) 515-5254
NORWEST BANK MINNESOTA, N.A. REPORTS AVAILABLE ON THE WORLD WIDE WEB
CORPORATE TRUST SERVICES @WWW.CTSLINK.COM/CMBS
3 NEW YORK PLAZA, 15TH FLOOR PAYMENT DATE: 03/15/1999
NEW YORK, NY 10004 RECORD DATE: 02/26/1999
CERTIFICATE FACTOR DETAIL
<TABLE>
<CAPTION>
REALIZED LOSS /
BEGINNING PRINCIPAL INTEREST PREPAYMENT ADDITIONAL TRUST ENDING
CLASS CUSIP BALANCE DISTRIBUTION DISTRIBUTION PENALTIES FUND EXPENSES BALANCE
<S> <C> <C> <C> <C> <C> <C> <C>
A-1 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
A-2 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
B 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
C 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
D 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
E 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
F 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
G 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
H 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
J 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
K 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
L 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
M 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
N 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
R-I 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
R-II 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
R-III 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000 0.00000000
</TABLE>
<TABLE>
<CAPTION>
BEGINNING ENDING
NOTIONAL INTEREST PREPAYMENT NOTIONAL
CLASS CUSIP AMOUNT DISTRIBUTION PENALTIES AMOUNT
<S> <C> <C> <C> <C> <C> <C> <C>
X 0.00000000 0.00000000 0.00000000 0.00000000
</TABLE>
B-3
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-C1
FOR ADDITIONAL INFORMATION, PLEASE CONTACT
LESLIE GASKILL
[NORWEST BANKS LOGO] (212) 515-5254
NORWEST BANK MINNESOTA, N.A. REPORTS AVAILABLE ON THE WORLD WIDE WEB
CORPORATE TRUST SERVICES @WWW.CTSLINK.COM/CMBS
3 NEW YORK PLAZA, 15TH FLOOR PAYMENT DATE: 03/15/1999
NEW YORK, NY 10004 RECORD DATE: 02/26/1999
RECONCILIATION DETAIL
<TABLE>
<CAPTION>
ADVANCE SUMMARY
<S> <C>
P&I Advances Outstanding 0.00
Servicing Advances Outstanding 0.00
Reimbursement for Interest on P&I
Advances paid from general collections 0.00
Reimbursement for Interest on Servicing
Advances paid from general collections 0.00
</TABLE>
<TABLE>
<CAPTION>
MASTER SERVICING FEE SUMMARY
<S> <C>
Current Period Accrued Master Servicing Fees 0.00
Less Master Servicing Fees on Delinquent Payments 0.00
Less Reductions to Master Servicing Fees 0.00
Plus Master Servicing Fees for Delinquent Payments
Received 0.00
Plus Adjustments for Prior Master Servicing
Calculation 0.00
Total Master Servicing Fees Collected 0.00
</TABLE>
<TABLE>
<CAPTION>
ACCRUED NET AGGREGATE DISTRIBUTABLE CERTIFICATE
CERTIFICATE PREPAYMENT CERTIFICATE INTEREST
CLASS INTEREST INTEREST SHORTFALL INTEREST ADJUSTMENT
- ------- ------------- -------------------- --------------- ------------
<S> <C> <C> <C> <C>
X 0.00 0.00 0.00 0.00
A-1 0.00 0.00 0.00 0.00
A-2 0.00 0.00 0.00 0.00
B 0.00 0.00 0.00 0.00
C 0.00 0.00 0.00 0.00
D 0.00 0.00 0.00 0.00
E 0.00 0.00 0.00 0.00
F 0.00 0.00 0.00 0.00
G 0.00 0.00 0.00 0.00
H 0.00 0.00 0.00 0.00
J 0.00 0.00 0.00 0.00
K 0.00 0.00 0.00 0.00
L 0.00 0.00 0.00 0.00
M 0.00 0.00 0.00 0.00
===== ==== ==== ==== ====
Total 0.00 0.00 0.00 0.00
===== ==== ==== ==== ====
<CAPTION>
ADDITIONAL TOTAL UNPAID
TRUST FUND INTEREST EXCESS INTEREST DISTRIBUTABLE
CLASS EXPENSES DISTRIBUTION INTEREST DISTRTIBUTION) CERTIFICATE INT.
- ------- ------------ -------------- ---------- ---------------- -----------------
<S> <C> <C> <C> <C> <C>
X 0.00 0.00 0.00 0.00 0.00
A-1 0.00 0.00 0.00 0.00 0.00
A-2 0.00 0.00 0.00 0.00 0.00
B 0.00 0.00 0.00 0.00 0.00
C 0.00 0.00 0.00 0.00 0.00
D 0.00 0.00 0.00 0.00 0.00
E 0.00 0.00 0.00 0.00 0.00
F 0.00 0.00 0.00 0.00 0.00
G 0.00 0.00 0.00 0.00 0.00
H 0.00 0.00 0.00 0.00 0.00
J 0.00 0.00 0.00 0.00 0.00
K 0.00 0.00 0.00 0.00 0.00
L 0.00 0.00 0.00 0.00 0.00
M 0.00 0.00 0.00 0.00 0.00
===== ==== ==== ==== ==== ====
Total 0.00 0.00 0.00 0.00 0.00
===== ==== ==== ==== ==== ====
</TABLE>
B-4
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-C1
FOR ADDITIONAL INFORMATION, PLEASE CONTACT
LESLIE GASKILL
[NORWEST BANKS LOGO] (212) 515-5254
NORWEST BANK MINNESOTA, N.A. REPORTS AVAILABLE ON THE WORLD WIDE WEB
CORPORATE TRUST SERVICES @WWW.CTSLINK.COM/CMBS
3 NEW YORK PLAZA, 15TH FLOOR PAYMENT DATE: 03/15/1999
NEW YORK, NY 10004 RECORD DATE: 02/26/1999
OTHER REQUIRED INFORMATION
<TABLE>
<CAPTION>
<S> <C>
Available Distribution Amount 0.00
Aggregate Number of Outstanding Loans 0
Aggregate Stated Principal Balance of Loans before Distributions 0.00
Aggregate Stated Principal Balance of Loans after Distributions 0.00
Percentage of Cut-off Date Principal Balance after Distributions 0.00%
Aggregate Amount of Servicing Fee 0.00
Aggregate Amount of Special Servicing Fee 0.00
Aggregate Amount of Trustee Fee 0.00
Aggregate Additional Trust Fund Expenses 0.00
</TABLE>
<TABLE>
APPRAISAL REDUCTIONS
<S> <C> <C>
Appraisal Date Appraisal
Loan Reduction Reduction
Number Effected Effected
NONE
Total
</TABLE>
B-5
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-C1
FOR ADDITIONAL INFORMATION, PLEASE CONTACT
LESLIE GASKILL
[NORWEST BANKS LOGO] (212) 515-5254
NORWEST BANK MINNESOTA, N.A. REPORTS AVAILABLE ON THE WORLD WIDE WEB
CORPORATE TRUST SERVICES @WWW.CTSLINK.COM/CMBS
3 NEW YORK PLAZA, 15TH FLOOR PAYMENT DATE: 03/15/1999
NEW YORK, NY 10004 RECORD DATE: 02/26/1999
RATINGS DETAIL
<TABLE>
<CAPTION>
ORIGINAL RATINGS CURRENT RATINGS (1)
----------------------------------- ----------------------------------
CLASS CUSIP DCR FITCH MOODY'S S&P DCR FITCH MOODY'S S&P
- ------- ------ ----- ------- --------- ----- ----- ------- --------- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
X
A-1
A-2
B
C
D
E
F
G
H
J
K
L
M
N
</TABLE>
NR - Designates that the class was not rated by the above agency at the time of
original issuance.
X - Designates that the above rating agency did not rate any classes in this
transaction at the time of original issuance.
N/A - Data not available this period.
1) For any class not rated at the time of original issuance by any particular
rating agency, no request has been made subsequent to issuance to obtain
rating information, if any, from such rating agency. The current ratings
were obtained directly from the applicable rating agency within 30 days of
the payment date listed above. The ratings may have changed since they were
obtained. Because the ratings may have changed, you may want to obtain
current ratings directly from the rating agencies.
Duff & Phelps Credit Rating Co.
55 East Monroe Street
Chicago, Illinois 60603
(312) 368-3100
Fitch IBCA, Inc.
One State Street Plaza
New York, New York 10004
(212) 908-0500
Moody's Investors Service
99 Church Street
New York, New York 10007
(212) 553-0300
Standard & Poor's Rating
Services
26 Broadway
New York, New York 10004
(212) 208-8000
B-6
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-C1
FOR ADDITIONAL INFORMATION, PLEASE CONTACT
LESLIE GASKILL
[NORWEST BANKS LOGO] (212) 515-5254
NORWEST BANK MINNESOTA, N.A. REPORTS AVAILABLE ON THE WORLD WIDE WEB
CORPORATE TRUST SERVICES @WWW.CTSLINK.COM/CMBS
3 NEW YORK PLAZA, 15TH FLOOR PAYMENT DATE: 03/15/1999
NEW YORK, NY 10004 RECORD DATE: 02/26/1999
CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
<TABLE>
<CAPTION>
SCHEDULED BALANCE
% OF
SCHEDULED # OF SCHEDULED AGG. WAM WEIGHTED
BALANCE LOANS BALANCE BAL. (2) WAC AVG. DSCR (1)
- ----------- ------- ----------- ------ ----- ----- --------------
<S> <C> <C> <C> <C> <C> <C>
Totals
</TABLE>
<TABLE>
<CAPTION>
STATE (3)
% OF
# OF SCHEDULED AGG. WAM WEIGHTED
STATE PROPS. BALANCE BAL (2) WAC AVG DSCR (1)
- ------- -------- ----------- ------ ----- ----- -------------
<S> <C> <C> <C> <C> <C> <C>
Totals
</TABLE>
See footnotes on last page of this section.
B-7
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-C1
FOR ADDITIONAL INFORMATION, PLEASE CONTACT
LESLIE GASKILL
[NORWEST BANKS LOGO] (212) 515-5254
NORWEST BANK MINNESOTA, N.A. REPORTS AVAILABLE ON THE WORLD WIDE WEB
CORPORATE TRUST SERVICES @WWW.CTSLINK.COM/CMBS
3 NEW YORK PLAZA, 15TH FLOOR PAYMENT DATE: 03/15/1999
NEW YORK, NY 10004 RECORD DATE: 02/26/1999
CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
DEBT SERVICE COVERAGE RATIO
<TABLE>
<CAPTION>
% OF
DEBT SERVICE # OF SCHEDULED AGG. WAM WEIGHTED
COVERAGE RATIO LOANS BALANCE BAL. (2) WAC AVG DSCR (1)
<S> <C> <C> <C> <C> <C> <C>
Totals
</TABLE>
PROPERTY TYPE (3)
<TABLE>
<CAPTION>
% OF
PROPERTY # OF SCHEDULED AGG. WAM WEIGHTED
TYPE PROPS. BALANCE BAL. (2) WAC AVG DSCR (1)
<S> <C> <C> <C> <C> <C> <C>
Totals
</TABLE>
NOTE RATE
<TABLE>
<CAPTION>
% OF
NOTE # OF SCHEDULED AGG. WAM WEIGHTED
RATE LOANS BALANCE BAL. (2) WAC AVG DSCR (1)
<S> <C> <C> <C> <C> <C> <C>
Totals
</TABLE>
SEASONING
<TABLE>
<CAPTION>
% OF
# OF SCHEDULED AGG. WAM WEIGHTED
SEASONING LOANS BALANCE BAL. (2) WAC AVG DSCR (1)
<S> <C> <C> <C> <C> <C> <C>
Totals
</TABLE>
See footnotes on last page of this section.
COPYRIGHT 1997, NORWEST BANK MINNESOTA, N.A.
B-8
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-C1
FOR ADDITIONAL INFORMATION, PLEASE CONTACT
LESLIE GASKILL
[NORWEST BANKS LOGO] (212) 515-5254
NORWEST BANK MINNESOTA, N.A. REPORTS AVAILABLE ON THE WORLD WIDE WEB
CORPORATE TRUST SERVICES @WWW.CTSLINK.COM/CMBS
3 NEW YORK PLAZA, 15TH FLOOR PAYMENT DATE: 03/15/1999
NEW YORK, NY 10004 RECORD DATE: 02/26/1999
CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
ANTICIPATED REMAINING TERM (ARD AND BALLOON LOANS)
<TABLE>
<CAPTION>
% OF
ANTICIPATED REMAINING # OF SCHEDULED AGG. WAM WEIGHTED
TERM (2) LOANS BALANCE BAL. (2) WAC AVG DSCR (1)
<S> <C> <C> <C> <C> <C> <C>
Totals
</TABLE>
REMAINING STATED TERM (FULLY AMORTIZING LOANS)
<TABLE>
<CAPTION>
% OF
REMAINING STATED # OF SCHEDULED AGG. WAM WEIGHTED
TERM LOANS BALANCE BAL. (2) WAC AVG DSCR (1)
<S> <C> <C> <C> <C> <C> <C>
Totals
</TABLE>
REMAINING AMORTIZATION TERM (ARD AND BALLOON LOANS)
<TABLE>
<CAPTION>
% OF
REMAINING AMORTIZATION # OF SCHEDULED AGG. WAM WEIGHTED
TERM LOANS BALANCE BAL. (2) WAC AVG DSCR (1)
<S> <C> <C> <C> <C> <C> <C>
Totals
</TABLE>
AGE OF MOST RECENT NOI
<TABLE>
<CAPTION>
% OF
AGE OF MOST # OF SCHEDULED AGG. WAM WEIGHTED
RECENT NOI LOANS BALANCE BAL. (2) WAC AVG DSCR (1)
<S> <C> <C> <C> <C> <C> <C>
Totals
</TABLE>
(1) Debt Service Coverage Ratios are updated periodically as new NOI figures
become available from borrowers on an asset level. In all cases the most
current DSCR provided by the Servicer is used. To the extent that no DSCR is
provided by the Servicer, information from the offering documents is used. The
Trustee makes no representations as to the accuracy of the data provided by the
borrower for this calculation.
(2) Anticipated Remaining Term and WAM are each calculated based upon the term
from the current month to the earlier of the Anticipated Repayment Date, if
applicable, and the maturity date.
(3) Data in this table was calculated by allocating pro-rata the current loan
information to the properties based upon the Cut-off Date Balance of the
related mortgage loan as disclosed in the offering document.
B-9
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-C1
FOR ADDITIONAL INFORMATION, PLEASE CONTACT
LESLIE GASKILL
[NORWEST BANKS LOGO] (212) 515-5254
NORWEST BANK MINNESOTA, N.A. REPORTS AVAILABLE ON THE WORLD WIDE WEB
CORPORATE TRUST SERVICES @WWW.CTSLINK.COM/CMBS
3 NEW YORK PLAZA, 15TH FLOOR PAYMENT DATE: 03/15/1999
NEW YORK, NY 10004 RECORD DATE: 02/26/1999
MORTGAGE LOAN DETAIL
<TABLE>
<CAPTION>
ANTICIPATED
LOAN PROPERTY INTEREST PRINCIPAL GROSS REPAYMENT
NUMBER ODCR TYPE(1) CITY STATE PAYMENT PAYMENT COUPON DATE
- -------- ------ ---------- ------ ------- ---------- ----------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Totals
<CAPTION>
NEG. BEGINNING ENDING PAID APPRAISAL APPRAISAL RES. MOD.
LOAN MATURITY AMORT SCHEDULED SCHEDULED THRU REDUCTION REDUCTION STRAT. CODE.
NUMBER DATE (Y/N) BALANCE BALANCE DATE DATE AMOUNT (2) (3)
- -------- ---------- ------- ----------- ----------- ------ ----------- ----------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Totals
</TABLE>
<TABLE>
<CAPTION>
(1) Property Type Code (2) Resolution Strategy Code
- --------------------------------------------------- --------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
MF -- Multi-Family OF -- Office 1 -- Modification 7 -- REO
RT -- Retail MU -- Mixed Use 2 -- Foreclosure 8 -- Resolved
HC -- Health Care LO -- Lodging 3 -- Bankruptcy 9 -- Pending Return to Master Servicer
IN -- Industrial SS -- Self Storage 4 -- Extension 10 -- Deed In Lieu Of Foreclosure
WH -- Warehouse OT -- Other 5 -- Note Sale
MH -- Mobile Home Park 6 -- DPO
</TABLE>
<TABLE>
<CAPTION>
(3) Modification Code
--------------------------------
<S> <C>
1 -- Maturity Date Extention
2 -- Amortization Change
3 -- Principal Write-Off
4 -- Combination
</TABLE>
Copyright 1997, Norwest Bank Minnesota, N.A.
B-10
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-C1
FOR ADDITIONAL INFORMATION, PLEASE CONTACT
LESLIE GASKILL
[NORWEST BANKS LOGO] (212) 515-5254
NORWEST BANK MINNESOTA, N.A. REPORTS AVAILABLE ON THE WORLD WIDE WEB
CORPORATE TRUST SERVICES @WWW.CTSLINK.COM/CMBS
3 NEW YORK PLAZA, 15TH FLOOR PAYMENT DATE: 03/15/1999
NEW YORK, NY 10004 RECORD DATE: 02/26/1999
PRINCIPAL PREPAYMENT DETAIL
<TABLE>
<CAPTION>
PRINCIPAL PREPAYMENT AMOUNT PREPAYMENT PENALTIES
OFFERING DOCUMENT ------------------------------------ -----------------------------------------------
LOAN NUMBER CROSS-REFERENCE PAYOFF AMOUNT CURTAILMENT AMOUNT PREPAYMENT PREMIUM YIELD MAINTENANCE PREMIUM
- ------------- ------------------ --------------- -------------------- -------------------- --------------------------
<S> <C> <C> <C> <C> <C>
Totals
</TABLE>
B-11
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-C1
FOR ADDITIONAL INFORMATION, PLEASE CONTACT
LESLIE GASKILL
[NORWEST BANKS LOGO] (212) 515-5254
NORWEST BANK MINNESOTA, N.A. REPORTS AVAILABLE ON THE WORLD WIDE WEB
CORPORATE TRUST SERVICES @WWW.CTSLINK.COM/CMBS
3 NEW YORK PLAZA, 15TH FLOOR PAYMENT DATE: 03/15/1999
NEW YORK, NY 10004 RECORD DATE: 02/26/1999
HISTORICAL DETAIL
<TABLE>
<CAPTION>
DELINQUENCIES
- ------------------------------------------------------------------------------------------------------------
DISTRIBUTION 30-59 DAYS 60-89 DAYS 90 DAYS OR MORE FORECLOSURE REO MODIFICATIONS
DATE # BALANCE # BALANCE # BALANCE # BALANCE # BALANCE # BALANCE
- -------------- -------------- -------------- ----------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
<CAPTION>
PREPAYMENTS RATE AND MATURITIES
---------------------------- ------------------------
DISTRIBUTION CURTAILMENTS PAYOFF NEXT WEIGHTED AVG.
DATE # AMOUNT # AMOUNT COUPON REMIT WAM
- -------------- -------------- ------------- ------------------- ----
<S> <C> <C> <C> <C>
</TABLE>
Note: Foreclosure and REO Totals are excluded from the delinquencies aging
categories.
COPYRIGHT 1997, NORWEST BANK MINNESOTA, N.A.
B-12
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-C1
FOR ADDITIONAL INFORMATION, PLEASE CONTACT
LESLIE GASKILL
[NORWEST BANKS LOGO] (212) 515-5254
NORWEST BANK MINNESOTA, N.A. REPORTS AVAILABLE ON THE WORLD WIDE WEB
CORPORATE TRUST SERVICES @WWW.CTSLINK.COM/CMBS
3 NEW YORK PLAZA, 15TH FLOOR PAYMENT DATE: 03/15/1999
NEW YORK, NY 10004 RECORD DATE: 02/26/1999
DELINQUENCY LOAN DETAIL
<TABLE>
<CAPTION>
OFFERING # OF CURRENT OUTSTANDING STATUS OF
LOAN DOCUMENT MONTHS PAID THROUGH P & I P & I MORTGAGE
NUMBER CROSS-REFERENCE DELINQ. DATE ADVANCES ADVANCES** LOAN (1)
<S> <C> <C> <C> <C> <C> <C>
Totals
<CAPTION>
RESOLUTION CURRENT OUTSTANDING
LOAN STRATEGY SERVICING FORECLOSURE SERVICING SERVICING REO
NUMBER CODE (2) TRANSFER DATE DATE ADVANCES ADVANCES BANKRUPTCY DATE DATE
<S> <C> <C> <C> <C> <C> <C> <C>
Totals
</TABLE>
<TABLE>
<CAPTION>
(1) Status of Mortgage Loan (2) Resolution Strategy Code
<S> <C> <C> <C>
A -- Payment Not Received But 2 -- Two Months Delinquent 1 -- Modification 7 -- REO
Still in Grace Period 3 -- Three Or More Months Delinquent 2 -- Foreclosure 8 -- Resolved
3 -- Bankruptcy 9 -- Pending Return to
B -- Late Payment But Less 4 -- Assumed Scheduled Payment 4 -- Extension master servicer.
Than 1 Month Delinquent (Performing Matured Balloon) 5 -- Note Sale 10 -- Deed in Lieu Of
6 -- DPO Foreclosure
0 -- Current 7 -- Foreclosure
1 -- One Month Delinquent 9 -- REO
</TABLE>
**Outstanding P & I Advances include the current period advance
Copyright 1997, Norwest Bank Minnesota, N.A.
B-13
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-C1
FOR ADDITIONAL INFORMATION, PLEASE CONTACT
LESLIE GASKILL
[NORWEST BANKS LOGO] (212) 515-5254
NORWEST BANK MINNESOTA, N.A. REPORTS AVAILABLE ON THE WORLD WIDE WEB
CORPORATE TRUST SERVICES @WWW.CTSLINK.COM/CMBS
3 NEW YORK PLAZA, 15TH FLOOR PAYMENT DATE: 03/15/1999
NEW YORK, NY 10004 RECORD DATE: 02/26/1999
SPECIALLY SERVICED LOAN DETAIL - PART 1
<TABLE>
<CAPTION>
OFFERING SERVICING RESOLUTION
DISTRIBUTION LOAN DOCUMENT TRANSFER STRATEGY SCHEDULED PROPERTY
DATE NUMBER CROSS-REFERENCE DATE CODE (1) BALANCE TYPE (2)
- -------------- -------- ----------------- ----------- ------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
<CAPTION>
NET REMAINING
DISTRIBUTION INTEREST ACTUAL OPERATING NOI NOTE MATURITY AMORTIZATION
DATE STATE RATE BALANCE INCOME DATE DSCR DATE DATE TERM
- -------------- ------- ---------- --------- ----------- ------ ------ ------ ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
(1) RESOLUTION STRATEGY CODE (2) PROPERTY TYPE CODE
<S> <C> <C> <C>
1 -- Modification 7 -- REO MF -- Multi-Family OF -- Office
2 -- Foreclosure 8 -- Resolved RT -- Retail MU -- Mixed Use
3 -- Bankruptcy 9 -- Pending Return to Master HC -- Health Care LO -- Lodging
4 -- Extension Servicer IN -- Industrial SS -- Self Storage
5 -- Note Sale 10 -- Deed in Lieu Of WH -- Warehouse OT -- Other
6 -- DPO Foreclosure MH -- Mobile Home Park
</TABLE>
Copyright 1997, Norwest Bank Minnesota, N.A.
B-14
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-C1
FOR ADDITIONAL INFORMATION, PLEASE CONTACT
LESLIE GASKILL
[NORWEST BANKS LOGO] (212) 515-5254
NORWEST BANK MINNESOTA, N.A. REPORTS AVAILABLE ON THE WORLD WIDE WEB
CORPORATE TRUST SERVICES @WWW.CTSLINK.COM/CMBS
3 NEW YORK PLAZA, 15TH FLOOR PAYMENT DATE: 03/15/1999
NEW YORK, NY 10004 RECORD DATE: 02/26/1999
SPECIALLY SERVICED LOAN DETAIL - PART 2
<TABLE>
<CAPTION>
OFFERING RESOLUTION SITE
DISTRIBUTION LOAN DOCUMENT STRATEGY INSPECTION
DATE NUMBER CROSS-REFERENCE CODE (1) DATE
- -------------- -------- ----------------- ------------ ------------
<S> <C> <C> <C> <C>
<CAPTION>
DISTRIBUTION APPRAISAL APPRAISAL OTHER REO
DATE PHASE 1 DATE DATE VALUE PROPERTY REVENUE COMMENT
- -------------- -------------- ----------- ----------- ------------------ --------
<S> <C> <C> <C> <C> <C>
</TABLE>
(1) Resolution Strategy Code
1 - Modification 7 - REO
2 - Foreclosure 8 - Resolved
3 - Bankruptcy 9 - Pending Return
4 - Extension to Master Servicer
5 - Note Sale 10 - Deed In Lieu Of
6 - DPO Foreclosure
Copyright 1997, Norwest Bank Minnesota, N.A.
B-15
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-C1
FOR ADDITIONAL INFORMATION, PLEASE CONTACT
LESLIE GASKILL
[NORWEST BANKS LOGO] (212) 515-5254
NORWEST BANK MINNESOTA, N.A. REPORTS AVAILABLE ON THE WORLD WIDE WEB
CORPORATE TRUST SERVICES @WWW.CTSLINK.COM/CMBS
3 NEW YORK PLAZA, 15TH FLOOR PAYMENT DATE: 03/15/1999
NEW YORK, NY 10004 RECORD DATE: 02/26/1999
MODIFIED LOAN DETAIL
<TABLE>
<CAPTION>
OFFERING
LOAN DOCUMENT PRE-MODIFICATION
NUMBER CROSS-REFERENCE BALANCE MODIFICATION DATE MODIFICATION DESCRIPTION
- -------- ----------------- ----------------- ------------------- -------------------------
<S> <C> <C> <C> <C>
Total
</TABLE>
Copyright 1997, Norwest Bank Minnesota, N.A.
B-16
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-C1
FOR ADDITIONAL INFORMATION, PLEASE CONTACT
LESLIE GASKILL
[NORWEST BANKS LOGO] (212) 515-5254
NORWEST BANK MINNESOTA, N.A. REPORTS AVAILABLE ON THE WORLD WIDE WEB
CORPORATE TRUST SERVICES @WWW.CTSLINK.COM/CMBS
3 NEW YORK PLAZA, 15TH FLOOR PAYMENT DATE: 03/15/1999
NEW YORK, NY 10004 RECORD DATE: 02/26/1999
LIQUIDATED LOAN DETAIL
<TABLE>
<CAPTION>
FINAL RECOVERY OFFERING
LOAN DETERMINATION DOCUMENT APPRAISAL APPRAISAL ACTUAL GROSS
NUMBER DATE CROSS-REFERENCE DATE VALUE BALANCE PROCEEDS
------ -------------- --------------- --------- --------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Current Total
Cumulative Total
<CAPTION>
GROSS PROCEEDS AGGREGATE NET NET PROCEEDS REPURCHASED
LOAN AS A % OF LIQUIDATION LIQUIDATION AS A % OF REALIZED BY SELLER
NUMBER ACTUAL BALANCE EXPENSES* PROCEEDS ACTUAL BALANCE LOSS (Y/N)
------ -------------- ----------- ----------- -------------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
Current Total
Cumulative Total
</TABLE>
* Aggregate liquidation expenses also include outstanding P & I advances and
unpaid fees (servicing, trustee, etc.).
Copyright 1997, Norwest Bank Minnesota, N.A.
B-17
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
SERIES 1999-C1
DELINQUENT LOAN STATUS REPORT
AS OF_______
<TABLE>
<CAPTION>
SHORT NAME PAID SCHEDULED TOTAL P&I
PROSPEC- (WHEN PROPERTY SQ FT OR THRU LOAN ADVANCES TO
TUS ID APPROPRIATE) TYPE CITY STATE UNITS DATE BALANCE DATE
- ---------- -------------- ---------- ------ ------- ---------- ------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
90 + DAYS DELINQUENT
60 DAYS DELINQUENT
30 DAYS DELINQUENT
CURRENT & AT SPECIAL
SERVICER
<CAPTION>
OTHER
TOTAL ADVANCES CURRENT CURRENT LTM ***CAP VALUE USING
PROSPEC- EXPENSES TO (TAXES & TOTAL MONTHLY INTEREST MATURITY NOI LTM LTM RATE NOI & CAP
TUS ID DATE ESCROW) EXPOSURE P&I RATE DATE DATE NOI DSCR ASSIGNED RATE
- ---------- ------------- ---------- ---------- --------- ---------- ---------- ------ ----- ------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
90 + DAYS DELINQUENT
60 DAYS DELINQUENT
30 DAYS DELINQUENT
CURRENT & AT SPECIAL
SERVICER
</TABLE>
FCL - Foreclosure
LTM - Latest 12 Months either Last Annual or Trailing 12 months
* Workout Strategy should match the CSSA Loan file using abreviated words
in place of a code number such as (FCL - In Foreclosure, MOD -
Modification, DPO - Discount Payoff, NS - Note Sale, BK - Bankruptcy, PP
- Payment Plan). It is possible to combine the status codes if the loan
is going in more than one direction. (i.e. FCL/Mod, BK/Mod, BK/FCL/DPO)
** App - Appraisal, BPO - Broker opinion, Int. - Internal Value
*** How to determine the cap rate is agreed upon by Underwriter and servicers
- to be provided by a third party.
B-18
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
SERIES 1999-C1
DELINQUENT LOAN STATUS REPORT
AS OF________
<TABLE>
<CAPTION>
APPRAISAL TOTAL
BPO OR LOSS USING APPRAISAL SHORT NAME
VALUATION INTERNAL 90% APPR. OR ESTIMATED REDUCTION PROSPECTUS (WHEN
DATE VALUE** BPO (F) RECOVERY % REALIZED ID APPROPRIATE)
- ----------- ----------- -------------- ------------ ----------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
<CAPTION>
FCL EXPECTED
VALUATION PROPERTY TRANSFER RESOLUTION START FCL SALE WORKOUT
DATE TYPE CITY STATE DATE DATE DATE DATE STRATEGY COMMENTS
- ----------- ---------- ------ ------- ---------- ------------ ------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
B-19
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
SERIES 1999-C1
HISTORICAL LOAN MODIFICATION REPORT
AS OF________
<TABLE>
<CAPTION>
BALANCE
WHEN BALANCE AT THE
MOD/ SENT TO EFFECTIVE DATE
PROSPECTUS EXTENSION EFFECT SPECIAL OF
ID CITY STATE FLAG DATE SERVICER REHABILITATION
- ------------ ------ ------- ----------- -------- ---------- ----------------
<S> <C> <C> <C> <C> <C> <C>
THIS REPORT IS HISTORICAL
Information is as of modification. Each line it should not change in the future.
Only new modifications should be added.
TOTAL FOR ALL LOANS:
TOTAL FOR LOANS IN CURRENT MONTH:
# OF LOANS $ BALANCE
MODIFICATIONS:
MATURITY DATE EXTENSIONS:
TOTAL:
<CAPTION>
TOTAL #
MTHS
# MTHS FOR
PROSPECTUS OLD FOR RATE NEW OLD NEW OLD NEW CHANGE
ID RATE CHANGE RATE P&I P&I MATURITY MATURITY OF MOD
- ------------ ------ ---------- ------ ----- ----- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
THIS REPORT IS HISTORICAL
Information is as of modification. Each line it should not change in the future.
Only new modifications should be added.
TOTAL FOR ALL LOANS:
TOTAL FOR LOANS IN CURRENT MONTH:
MODIFICATIONS:
MATURITY DATE EXTENSIONS:
TOTAL:
(2) EST.
FUTURE
INTEREST
(1) LOSS TO
REALIZED TRUST $
PROSPECTUS LOSS TO (RATE
ID TRUST $ REDUCTION) COMMENT
- ------------ ---------- ------------ --------
<S> <C> <C> <C>
THIS REPORT IS HISTORICAL
Information is as of modification. Each line it should not change in the future.
Only new modifications should be added.
TOTAL FOR ALL LOANS:
TOTAL FOR LOANS IN CURRENT MONTH:
MODIFICATIONS:
MATURITY DATE EXTENSIONS:
TOTAL:
</TABLE>
* The information in these columns is from a particular point in time and
should not change on this report once assigned.
(1) Actual principal loss taken by bonds.
(2) Expected future loss due to a rate reduction. This is just an estimate
calculated at the time of the modification.
B-20
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
SERIES 1999-C1
HISTORICAL LOSS ESTIMATE REPORT (REO-SOLD OR DISCOUNTED PAYOFF)
AS OF________
<TABLE>
<CAPTION>
LATEST
SHORT NAME % APPRAISAL OR
PROSPECTUS (WHEN PROPERTY RECEIVED BROKERS EFFECT DATE
ID APPROPRIATE) TYPE CITY STATE FROM SALE OPINION OF SALE
- -------------- -------------- ---------- ------ ------- ----------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
THIS REPORT IS HISTORICAL
Information is from the liquidation date and does not need to be updated.
TOTAL ALL LOANS:
CURRENT MONTH ONLY:
<CAPTION>
NET AMT
PROSPECTUS RECEIVED SCHEDULED TOTAL P&I TOTAL SERVICING NET
ID SALES PRICE FROM SALE BALANCE ADVANCED EXPENSES FEES EXPENSE PROCEEDS
- ------------- ------------- ----------- ----------- ----------- ---------- -------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
THIS REPORT IS HISTORICAL
Information is from the liquidation date and does not need to be updated.
TOTAL ALL LOANS:
CURRENT MONTH ONLY:
<CAPTION>
MINOR DATE MINOR TOTAL LOSS LOSS % OF
PROSPECTUS ACTUAL LOSSES DATE LOSS ADJ TO ADJ PASSED WITH SCHEDULED
ID PASSED THRU PASSED THRU TRUST THRU ADJUSTMENT BALANCE
- -------------- --------------- ------------- -------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
THIS REPORT IS HISTORICAL
Information is from the liquidation date and does not need to be updated.
TOTAL ALL LOANS:
CURRENT MONTH ONLY:
</TABLE>
B-21
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
SERIES 1999-C1
REO STATUS REPORT
AS OF___________
<TABLE>
<CAPTION>
SHORT TOTAL
NAME P&I TOTAL
PRO- (WHEN PROP- SQ FT PAID SCHEDULED ADVANCES EXPENSES
SPECTUS APPRO- ERTY OR THRU LOAN TO TO
ID PRIATE) TYPE CITY STATE UNITS DATE BALANCE DATE DATE
- --------- --------- ------- ------ ------- ------- ------ ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
<CAPTION>
LOSS
OTHER VALUE APPRAISAL USING
ADVANCES CAP USING BPO 92%
PRO- (TAXES CURRENT LTM LTM RATE VALUA- NOI & OR APPR. ESTIMATED
SPECTUS & TOTAL MONTHLY MATURITY NOI NOI/ ASSIGN TION CAP INTERNAL OR RECOVERY
ID ESCROW) EXPSOURE P&I DATE DATE DSC *** DATE RATE VALUE** BPO (F) %
- --------- ---------- ---------- --------- ---------- ------ ------ -------- -------- ------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
<CAPTION>
TOTAL
PRO- APPRAISAL REO PENDING
SPECTUS REDUCTION TRANSFER ACQUISITION RESOLUTION
ID REALIZED DATE DATE DATE COMMENTS
- --------- ----------- ---------- ------------- ----------- ---------
<S> <C> <C> <C> <C> <C>
</TABLE>
(1) Use the following codes; App. -- Appraisal,
BPO -- Brokers Option, Int -- Internal Value
*** How to determine the cap rate is agreed upon
By Underwriter and servicers -- to be provided
by a third party.
B-22
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
SERIES 1999-C1
SERVICER WATCH LIST
AS OF________
<TABLE>
<CAPTION>
S4 S55 S61 S57 S58 P7 P8 P11 P54
- ------------ -------------- ---------- ------ ------- ----------- ------ ---------- ------
SHORT NAME SCHEDULED PAID
PROSPECTUS (WHEN PROPERTY LOAN THRU MATURITY LTM*
ID APPROPRIATE) TYPE CITY STATE BALANCE DATE DATE DSCR COMMENT/REASON ON WATCH LIST
- ------------ -------------- ---------- ------ ------- ----------- ------ ---------- ------ -----------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
List all loans on watch list and reason sorted in descending balance order.
Total: $
</TABLE>
*LTM --Last 12 months either trailing or last annual
B-23
<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
SERIES 1999-C1
COMPARATIVE FINANCIAL STATUS REPORT
AS OF ___________________
<TABLE>
<CAPTION>
LAST
PROPERTY SCHEDULED PAID ANNUAL
INSPECTION LOAN THRU DEBT
PROSPECTUS ID CITY STATE DATE BALANCE DATE SERVICE
- ------------- ------ ------- ------------ ----------- ------ ---------
<S> <C> <C> <C> <C> <C> <C>
YY/MM
List all loans currently in deal with or without information largest to smallest loan
Total: $ $
FINANCIAL INFORMATION:
CURRENT FULL YEAR:
CURRENT FULL YR. RECEIVED WITH DSC (LESS THAN) 1:
PRIOR FULL YEAR:
PRIOR FULL YR. RECEIVED WITH DSC (LESS THAN) 1:
QUARTERLY FINANCIALS:
<CAPTION>
ORIGINAL UNDERWRITING INFORMATION 2ND PRECEDING ANNUAL OPERATING
-------------------------------------- --------------------------------------
BASIS YEAR AS OF ___________ NORMALIZED
-------------- ------ ---- ----- ------------------------ -----------
FINANCIAL FINANCIAL
INFO AS % TOTAL $ INFO AS % TOTAL $
PROSPECTUS ID OF DATE OCC REVENUE NOI DSCR OF DATE OCC REVENUE NOI DSCR
- ------------- --------- --- ------- --- ---- --------- --- ------- --- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
YY/MM YY/MM
List all loans currently in deal with or without information largest to smallest loan
Total: WA $ $ WA WA $ $ WA
RECEIVED REQUIRED
-------------------------------------- --------------------------------------
FINANCIAL INFORMATION: LOANS BALANCE LOANS BALANCE
--------------- ------------------- ---------------- ------------------
# % $ % # % $ %
CURRENT FULL YEAR:
CURRENT FULL YR. RECEIVED WITH DSC (LESS THAN) 1:
PRIOR FULL YEAR:
PRIOR FULL YR. RECEIVED WITH DSC (LESS THAN) 1:
QUARTERLY FINANCIALS:
<PAGE>
<CAPTION>
PRECEDING ANNUAL OPERATING INFORMATION YTD OR TRAILING FINANCIAL INFORMATION
-------------------------------------- --------------------------------------
AS OF ___________ NORMALIZED MONTH REPORT "ACTUAL"
------------------------ ----------- --------------------------------------
FINANCIAL FS
INFO AS % TOTAL $ START FS END TOTAL $ %
PROSPECTUS ID OF DATE OCC REVENUE NOI DSCR DATE DATE REVENUE NOI DSC
- ------------- --------- --- ------- --- ---- --------- ---- ------- --- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
YY/MM YY/MM YY/MM
List all loans currently in deal with or without information largest to smallest loan
Total: WA $ $ WA WA $ $ WA
FINANCIAL INFORMATION:
CURRENT FULL YEAR:
CURRENT FULL YR. RECEIVED WITH DSC (LESS THAN) 1:
PRIOR FULL YEAR:
PRIOR FULL YR. RECEIVED WITH DSC (LESS THAN) 1:
QUARTERLY FINANCIALS:
<CAPTION>
NET CHANGE
-------------------
PRECEDING & BASIS
-------------------
%
% TOTAL
PROSPECTUS ID OCC REV DSC
- -------------- --- ----- ---
<S> <C> <C> <C>
List all loans currently in deal with or without information largest to smallest loan
Total: WA $ WA
FINANCIAL INFORMATION:
CURRENT FULL YEAR:
CURRENT FULL YR. RECEIVED WITH DSC (LESS THAN) 1:
PRIOR FULL YEAR:
PRIOR FULL YR. RECEIVED WITH DSC (LESS THAN) 1:
QUARTERLY FINANCIALS:
</TABLE>
- ---------------
(1) DSC calculated using NOI/Debt Service
(2) Net change should compare the latest year to the underwriting year
B-24
<PAGE>
GMAC Commercial Mortgage Securities, Inc.
Series 1999-C1
OPERATING STATEMENT ANALYSIS REPORT
as of ____________
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
PROPERTY OVERVIEW
Control Number
Current Balance/Paid to Date
Property Name
Property Type
Property Address, City, State
Net Rentable Square Feet
Year Built/Year Renovated
Year of Operations UNDERWRITING 199_ 199_ 199_ YTD
------------ ------ ------ ------ -----
Occupancy Rate *
Average Rental Rate
* OCCUPANCY RATES ARE YEAR END OR THE ENDING DATE OF THE FINANCIAL STATEMENT
FOR THE PERIOD.
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME: NO. OF MOS.
-----------
Number of Mos. Annualized PRIOR YEAR CURRENT YR.
---------- -----------
Period Ended UNDERWRITING 199_ 199_ 199_ 199_ YTD** 199_-BASE 199_-199_
-----------
Statement Classification BASE LINE NORMALIZED NORMALIZED NORMALIZED AS OF / /96 VARIANCE VARIANCE
------------ ---------- ---------- ---------- ----------- --------- ---------
Rental Income (Category 1)
Rental Income (Category 2)
Rental Income (Category 3)
Pass Through/Escalations
Other Income
------- ------- ------- ------- ------- ----- -----
EFFECTIVE GROSS INCOME $0.00 $0.00 $0.00 $0.00 $0.00 % %
------- ------- ------- ------- ------- ----- -----
Normalized - Full year Financial statements that have been reviewed by the underwriter or
Servicer
** Servicer will not be expected to "Normalize" these YTD numbers.
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING EXPENSES:
Real Estate Taxes
Property Insurance
Utilities
Repairs and Maintenance
Management Fees
Payroll & Benefits Expense
Advertising & Marketing
Professional Fees
Other Expenses
Ground Rent
----- ----- ----- ----- ----- --- ---
TOTAL OPERATING EXPENSES $0.00 $0.00 $0.00 $0.00 $0.00 % %
----- ----- ----- ----- ----- --- ---
OPERATING EXPENSE RATIO
----- ----- ----- ----- -----
NET OPERATING INCOME $0.00 $0.00 $0.00 $0.00 $0.00
----- ----- ----- ----- -----
Leasing Commissions
Tenant Improvements
Replacement Reserve
----- ----- ----- ----- ----- -----
TOTAL CAPITAL ITEMS $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
----- ----- ----- ----- ----- -----
----- ----- ----- ----- -----
N.O.I. AFTER CAPITAL ITEMS $0.00 $0.00 $0.00 $0.00 $0.00
----- ----- ----- ----- -----
----- ----- ----- ----- -----
DEBT SERVICE (PER SERVICER) $0.00 $0.00 $0.00 $0.00 $0.00
----- ----- ----- ----- -----
CASH FLOW AFTER DEBT SERVICE $0.00 $0.00 $0.00 $0.00 $0.00
----- ----- ----- ----- -----
(1) DSCR: (NOI/DEBT SERVICE)
DSCR: (AFTER RESERVES\CAP EXP.)
SOURCE OF FINANCIAL DATA:
(ie. operating statements, financial statements, tax return, other)
</TABLE>
NOTES AND ASSUMPTIONS:
- --------------------------------------------------------------------------------
The years shown above will roll always showing a three year history. 199_ is the
current year financials; 199_ is the prior year financials.
This report may vary depending on the property type and because of the way
information may vary in each borrowers statement.
Rental Income need to be broken down whenever possible differently for each
property type as follows: Retail: 1) Base Rent 2)Percentage rents on cashflow
Hotel: 1)Room Revenue 2)Food/Beverage Nursing Home: 1)Private 2) Medicaid 3)
Medicare
INCOME: COMMENT
EXPENSE: COMMENT
CAPITAL ITEMS: COMMENT
(1) Used in the Comparative Financial Status Report
B-25
<PAGE>
GMAC Commercial Mortgage Securities, Inc.
Series 1999-C1
NOI ADJUSTMENT WORKSHEET FOR "YEAR"
as of ___________
<TABLE>
<CAPTION>
<S> <C> <C> <C>
PROPERTY OVERVIEW
Control Number
Current Balance/Paid to Date
Property Name
Property Type
Property Address, City, State
Net Rentable Square Feet
Year Built/Year Renovated
Year of Operations BORROWER ADJUSTMENT NORMALIZED
-------- ---------- ----------
Occupancy Rate *
Average Rental Rate
* OCCUPANCY RATES ARE YEAR END OR THE ENDING
DATE OF THE FINANCIAL STATEMENT FOR THE
PERIOD.
INCOME:
Number of Mos. Annualized "YEAR"
Period Ended BORROWER
Statement Classification ACTUAL ADJUSTMENT NORMALIZED
-------- ---------- ----------
Rental Income (Category 1)
Rental Income (Category 2)
Rental Income (Category 3)
Pass Throughs/Escalations
Other Income
----- ----- -----
EFFECTIVE GROSS INCOME $0.00 $0.00 $0.00
----- ----- -----
Normalized - Full year Financial statements that
have been reviewed by the underwriter or
Servicer
OPERATING EXPENSES:
Real Estate Taxes
Property Insurance
Utilities
Repairs and Maintenance
Management Fees
Payroll & Benefits Expense
Advertising & Marketing
Professional Fees
Other Expenses
Ground Rent
----- ----- -----
TOTAL OPERATING EXPENSES $0.00 $0.00 $0.00
----- ----- -----
OPERATING EXPENSE RATIO
----- ----- -----
NET OPERATING INCOME $0.00 $0.00 $0.00
----- ----- -----
Leasing Commissions
Tenant Improvements
Replacement Reserve
----- ----- -----
TOTAL CAPITAL ITEMS $0.00 $0.00 $0.00
----- ----- -----
<PAGE>
----- ----- -----
N.O.I. AFTER CAPITAL ITEMS $0.00 $0.00 $0.00
----- ----- -----
----- ----- -----
DEBT SERVICE (PER SERVICER) $0.00 $0.00 $0.00
----- ----- -----
CASH FLOW AFTER DEBT SERVICE $0.00 $0.00 $0.00
----- ----- -----
(1)DSCR: (NOI/DEBT SERVICE)
DSCR: (AFTER RESERVES\CAP EXP.)
SOURCE OF FINANCIAL DATA:
(ie. operating statements, financial statements,
tax return, other)
</TABLE>
NOTES AND ASSUMPTIONS:
--------------------------------------------------------------------------
This report should be completed by the Servicer for any "Normalization" of
the Borrowers numbers.
The "Normalized" column is used in the Operating Statement Analysis Report.
This report may vary depending on the property type and because of the way
information may vary in each borrowers statement.
INCOME: COMMENTS
EXPENSE: COMMENTS
CAPITAL ITEMS: COMMENTS
(1) Used in the Comparative Financial Status Report
B-26
<PAGE>
ANNEX C
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
<TABLE>
<CAPTION>
<S> <C>
$1,160,865,000 (APPROXIMATE) FEBRUARY 2, 1999
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-C1
</TABLE>
APPROXIMATE SECURITIES STRUCTURE:
EXPECTED
APPROXIMATE EXPECTED WEIGHTED
EXPECTED FACE/NOTIONAL CREDIT AVERAGE EXPECTED
CLASS RATING AMOUNT SUPPORT LIFE PAYMENT
(A) (S&P/FITCH) (MM) (% OF UPB) (YEARS) (B) WINDOW
- ---------------------------------------------------------------
PUBLICLY OFFERED CLASSES
X AAAr/AAA $1,334.3 (c) 9.48 03/99-01/19
A1 AAA /AAA 240.0 31.00% 5.40 03/99-05/08
A2 AAA /AAA 680.7 31.00 9.73 05/08-01/09
B AA/AA 66.7 26.00 9.93 01/09-01/09
C A /A 66.7 21.00 9.93 01/09-01/09
D BBB/BBB 86.7 14.50 9.97 01/09-03/09
E BBB-/BBB- 20.0 13.00 10.14 03/09-04/09
PRIVATELY OFFERED CLASSES (D)
- ---------------------------------------------------------------
F - - - - -
G - - - - -
H - - - - -
J - - - - -
K - - - - -
TOTAL SECURITIES: $1,334.3
- ---------------------------------------------------------------
(a) Class A1 has a fixed rate. Classes A2, B and C have a fixed rate subject to
a cap equal to the weighted average Net Mortgage Rate. Classes D and E have
a coupon equal to the weighted average Net Mortgage Rate.
(b) Calculated at 0% CPR, no balloon extension and Hyperamortization Loans pay
in full on Anticipated Repayment Dates.
(c) Notional amount on interest only class.
(d) Not offered hereby.
KEY FEATURES
Lead Manager: Goldman, Sachs & Co.
Co-Managers: Deutsche Bank Securities
Donaldson, Lufkin & Jenrette
Mortgage Loan Seller: GMAC Commercial Mortgage Corporation
Master Servicer: GMAC Commercial Mortgage Corporation
Special Servicer: GMAC Commercial Mortgage Corporation
Trustee: Norwest Bank Minnesota, N.A.
Launch: Late January/Early February
Pricing: Early February
Closing: Early/Mid February
Cut-Off Date: February 1, 5 and 10, 1999
Distribution Date: 15th of each month, or following
business day (commencing March 1999)
Payment Delay: 14 days
ERISA Eligible: Classes A1, A2, and X are expected
to be ERISA eligible subject to
certain conditions for eligibility.
SMMEA Eligible: Classes A1, A2, X and B are
expected to be SMMEA eligible
subject to certain conditions for
eligibility.
Structure: Sequential pay
Day Count: 30/360
Tax Treatment: REMIC
Rated Final Distribution
Date: May 15, 2033
Clean up Call: 1.0%
Minimum Denominations: Publicly Offered Classes except
Class X: $25,000 & $1
Class X: $1,000,000 Notional Amount
& $1
Delivery: DTC
<PAGE>
COLLATERAL FACTS:
Initial Pool Balance: $1,334,328,273
Number of Mortgage Loans: 228
Number of Mortgaged Properties: 266
Average Cut-Off Date Balance: $5,016,272
Weighted Average Current Mortgage Rate: 6.985%
Weighted Average U/W DSCR: 1.47x
Weighted Average Cut-Off Date LTV Ratio: 69.84%
Weighted Average Remaining Term to Maturity 125.6
(months):
Weighted Average Remaining Amortization Term 336.9
(months):
Weighted Average Seasoning (months): 3.2
Balloon Loans as % of Total (a): 96.1%
Ten Largest Loans or Related Loans as % of Total: 35.3%
(a) Includes 18 hyperamortizing loans totaling $109.6mm and 8.2% of the pool
cut-off date balance.
TEN LARGEST LOANS OR RELATED LOANS
LOAN BALANCE % BY UPB LTV DSCR PROPERTY TYPE
- --------------------------------------------------------------------
AMD Corporate $68,211,566 5.11% 74.96% 1.31 Office
Headquarters
The Zalkind Loans (a) 65,350,220 4.90 75.91 1.27 Multifamily
The Meringoff Loan 62,804,289 4.71 72.23 1.24 Office
Hudson Valley Mall 58,566,075 4.39 67.54 1.39 Retail
Uniprop Portfolio (b) 52,398,996 3.93 52.95 1.99 Mobile Home
Park
Randall Portfolio (c) 39,970,831 3.00 77.73 1.23 Multifamily
The Mills Building & 36,000,000 2.70 46.75 1.89 Office
333 Pine Street
211 W. Fort Street 31,874,231 2.39 66.40 1.43 Office
Bowers Portfolio (d) 30,056,317 2.25 70.28 2.68 Healthcare
Monterra & 25,500,000 1.91 61.76 1.28 Multifamily
Chandler's Apts.
TOTAL $470,732,523 35.28%
- ------------------------------------------------------------------
(a) 7 loans with affiliated borrowers make up this group of loans.
(b) 2 cross-collateralized loans with the same borrower and 5 loans with
affiliated borrowers make up this group of loans.
(c) 3 loans with affiliated borrowers make up this group of loans.
(d) 2 cross-collateralized loans with the same borrower and 1 loan with an
affiliated borrower make up this group of loans.
SELECTED LOAN DATA:
NUMBER OF
GEOGRAPHIC MORTGAGED CUT-OFF DATE BALANCE
DISTRIBUTIONS PROPERTIES (MM) % BY UPB WTD. AVG. DSCR
- -----------------------------------------------------------------
California 39 $294.7 22.09% 1.44x
New York 27 166.7 12.49 1.36
Florida 26 101.0 7.57 1.44
Texas 21 79.5 5.96 2.09
Michigan 10 76.5 5.73 1.49
Other (a) 143 615.9 46.16 1.43
--- ----- -----
TOTAL/WTD. AVG. 266 $1,334.3 100.00% 1.47X
- -----------------------------------------------------------------
(a) Includes 30 states and District of Columbia.
NUMBER OF
MORTGAGED CUT-OFF DATE BALANCE
-------------------------------------
PROPERTY TYPE PROPERTIES (MM) % BY UPB WTD. AVG. DSCR
- -----------------------------------------------------------------
Multifamily 95 $426.1 31.94% 1.35x
Office 45 378.7 28.38 1.38
Retail 46 214.8 16.10 1.35
Industrial 21 71.5 5.36 1.42
Hospitality 12 57.2 4.29 1.68
Mobile Home Park 14 56.4 4.23 1.96
Skilled Nursing 9 35.7 2.68 2.32
Congregate Care 8 32.9 2.46 2.45
Assisted Living 5 19.5 1.46 1.24
Facility
Mixed Use 2 16.5 1.24 1.50
Other 9 25.0 1.88 1.95
- ---- ----
TOTAL/WTD. AVG. 266 $1,334.3 100.00% 1.47X
- -----------------------------------------------------------------
PREPAYMENT RESTRICTIONS (MM) % BY UPB WTD. AVG. DSCR
- -----------------------------------------------------------------
Lockout/Defeasance $1,279.2 95.87% 1.46x
Lockout/Greater of YM 46.9 3.51 1.36
or 1% (a)
Lockout/Open 8.2 0.62 3.17
--- ----
TOTAL/WTD. AVG. $1,334.3 100.00% 1.47X
- -----------------------------------------------------------------
Includes 7 loans with the provision "(Greater of YM or 1%) + (25% on the Loan
Balance)".
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
C-1
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
- -------------------------------------------------------------------------------
STRUCTURAL OVERVIEW
- -------------------------------------------------------------------------------
o For purposes of calculating principal distributions of the
Certificates:
o Available principal will be allocated sequentially to the
Class A1, A2, B, C, D, E, F, G, H, J, K certificates.
o In case the principal balance of the Class K, J, H, G, F, E,
D, C, B, in that order, have been reduced to zero due to the
allocation of principal losses, then A1 and A2 will be
allocated principal pro rata.
o Class X will be entitled to receive payments of interest only and will
not receive any payments of principal. Class X will be entitled to
payments of interest pro rata (based on interest entitlements) with the
Class A1 and A2 Certificates each month.
o Each class will be subordinate to the Class A1, A2, and X and to each
class with an earlier alphabetic designation than such class. Each of
the Class A1, A2, and X Certificates will be of equal priority.
o All classes will pay interest on a 30/360 basis.
o Principal Losses will be allocated in reverse alphabetical order to
Class K, J, H, G, F, E, D, C, B, and then pro rata to Class A1 and A2.
o The Master Servicer will cover net prepayment interest shortfalls,
provided that with respect to any loans with due dates on or preceding
the related determination date the Master Servicer will only cover net
prepayment interest shortfalls up to the Master Servicing fee equal to
2 basis points per annum on the principal balance of such loans. Net
prepayment interest shortfalls (after application of prepayment
interest excesses and other Servicer coverage from the Master Servicing
Fee) will be allocated pro-rata (based on interest entitlements) to all
regular Certificates.
o Shortfalls resulting from Master Servicer and Special Servicer
modifications, Special Servicer compensation or other extraordinary
trust fund expenses will be allocated in reverse alphabetical order to
classes of outstanding regular Certificates other than to the Class X.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
C-2
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
- -------------------------------------------------------------------------------
ALLOCATION OF PREPAYMENT PREMIUMS (A)
- -------------------------------------------------------------------------------
ALLOCATION OF PREPAYMENT PREMIUMS:
Prepayment premiums and yield maintenance amounts with respect to all loans will
be allocated between the related Certificates then entitled to principal
distributions and the Class X Certificates as follows:
o A percentage of all prepayment premiums (yield maintenance amounts)
with respect to all loans will be allocated to each class of the
Certificates then entitled to principal distributions, which percentage
will be equal to the product of (a) the percentage of the total
principal distribution that such Class receives, and (b) a percentage
(which can be no greater than 100%), the numerator of which is the
excess, if any, of the Pass-Through Rate of the Class of the
Certificates currently receiving principal over the relevant Discount
Rate, and the denominator of which is the excess, if any, of the
Mortgage Rate of the related Mortgage Loan over the Discount Rate.
---------------------------------------------------------------
Prepayment (Pass-Through Rate - Discount Rate)
Premium Allocation = ---------------------------------
Percentage (Mortgage Rate - Discount Rate)
---------------------------------------------------------------
o The remaining percentage of such prepayment premiums and yield
maintenance amounts will be allocated to the Class X Certificates.
o In general, this formula provides for an increase in the allocation of
prepayment premiums and yield maintenance premiums to the Certificates
then entitled to principal distributions relative to the Class X
Certificates as Discount Rates decrease and a decrease in the
allocation to such Classes as Discount Rates rise.
Allocation of Prepayment Premiums Example
Discount Rate Fraction Methodology:
Mortgage Rate = 8%
Bond Class Rate = 6%
Treasury Rate = 5%
% of Principal Distributed to Class = 100%
<TABLE>
<CAPTION>
BOND CLASS ALLOCATION CLASS X ALLOCATION
------------------------------------------------------------------------
<S> <C> <C>
6% - 5% x 100% = 33 1/3% Receives excess premiums = 66 2/3% thereof
-------
8% - 5%
</TABLE>
(a) For further information regarding the allocation of prepayment
premiums, refer to the Prospectus Supplement.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
C-3
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
- -------------------------------------------------------------------------------
PREPAYMENT PROVISIONS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT LOCK-OUT/ PREPAYMENT PREMIUM ANALYSIS / DEFEASANCE
PERCENTAGE OF MORTGAGE POOL BY PREPAYMENT RESTRICTION ASSUMING NO PREPAYMENT OF PRINCIPAL (A)(B)
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT FEBRUARY FEBRUARY FEBRUARY FEBRUARY FEBRUARY FEBRUARY FEBRUARY FEBRUARY FEBRUARY FEBRUARY
RESTRICTIONS 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Locked out 96.49% 96.48% 21.58% 4.09% 0.28% 0.00% 0.00% 0.00% 0.00% 0.00%
Defeasance 0.00 0.00 74.89 92.19 95.99 96.01 94.97 95.94 95.93 92.19
Yield Maintenance 3.51 3.52 3.53 3.55 3.56 3.57 3.58 3.64 3.65 2.71
- -----------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 100.00% 100.00% 100.00% 99.83% 99.83% 99.58% 98.55% 99.58% 99.59% 94.90%
Open 0.00% 0.00% 0.00% 0.17% 0.17% 0.42% 1.45% 0.42% 0.41% 5.10%
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
UPB ($MM) 1,334.33 1,318.35 1,301.18 1,276.33 1,255.84 1,233.78 1,209.99 1,169.12 1,142.23 1,109.16
% OF INITIAL UPB 100.00% 98.80% 97.52% 95.65% 94.12% 92.46% 90.68% 87.62% 85.60% 83.12%
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT FEBRUARY FEBRUARY FEBRUARY FEBRUARY FEBRUARY FEBRUARY FEBRUARY FEBRUARY FEBRUARY FEBRUARY
RESTRICTIONS 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
- -----------------------------------------------------------------------------------------------------------------------------------
Locked Out 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Defeasance 67.95 98.37 98.00 98.07 96.33 94.21 92.81 93.50 94.59 77.42
Yield Maintenance 9.93 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
- -----------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 77.87% 98.37% 98.00% 98.07% 96.33% 94.21% 92.81% 93.50% 94.59% 77.42%
Open 22.13% 1.63% 2.00% 1.93% 3.67% 5.79% 7.19% 6.50% 5.41% 22.58%
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
UPB ($MM) 209.74 135.43 101.80 95.22 88.56 24.24 16.13 13.78 11.30 6.75
% OF INITIAL UPB 15.72% 10.15% 7.63% 7.14% 6.64% 1.82% 1.21% 1.03% 0.85% 0.51%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Table calculated using modeling assumptions.
(b) Differences in totals may exist due to rounding.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
C-4
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
AVERAGE LIFE TABLE (IN YEARS)
(PREPAYMENTS LOCKED OUT THROUGH LOCK OUT PERIOD, DEFEASANCE AND YIELD MAINTENANCE, THEN RUN AT THE INDICATED CPRS)
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT ASSUMPTIONS (CPR)
0% CPR 25% CPR 50% CPR 75% CPR 100% PP*
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
X 9.48 9.44 9.41 9.37 9.18
A1 5.40 5.34 5.31 5.29 5.23
A2 9.73 9.70 9.66 9.61 9.36
B 9.93 9.93 9.93 9.92 9.68
C 9.93 9.93 9.93 9.93 9.72
D 9.97 9.95 9.93 9.93 9.85
E 10.14 10.12 10.08 10.00 9.93
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*"PP" means 100% of each loan prepays when it becomes freely prepayable.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
C-5
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
- -------------------------------------------------------------------------------
DISTRIBUTION OF CUT-OFF DATE BALANCES
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
WEIGHTED
PERCENTAGE AVERAGE WEIGHTED
OF WEIGHTED REMAINING AVERAGE
NUMBER OF AGGREGATE AVERAGE WEIGHTED AVERAGE TERM TO CUT-OFF
RANGE OF CUT-OFF DATE MORTGAGE CUT-OFF DATE CUT-OFF CUT-OFF DATE AVERAGE MORTGAGE MATURITY DATE LTV
BALANCES LOANS BALANCE DATE BALANCE BALANCE DSCR RATE (MOS) RATIO
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$298,646 - 999,999 8 $6,010,786 0.45% $751,348 1.69x 6.949% 115.2 57.94%
1,000,000 - 1,999,999 57 87,504,852 6.56 1,535,173 1.59 6.725 135.9 67.12
2,000,000 - 2,999,999 41 103,789,798 7.78 2,531,458 1.42 6.727 132.1 70.48
3,000,000 - 3,999,999 29 101,711,593 7.62 3,507,296 1.45 6.955 141.4 67.25
4,000,000 - 4,999,999 23 102,203,557 7.66 4,443,633 1.46 6.835 131.9 73.14
5,000,000 - 5,999,999 16 89,945,191 6.74 5,621,574 1.59 6.739 115.6 69.13
6,000,000 - 6,999,999 9 58,650,629 4.40 6,516,737 1.58 7.017 118.0 71.69
7,000,000 - 7,999,999 9 67,264,133 5.04 7,473,793 1.36 6.787 117.6 69.87
8,000,000 - 8,999,999 6 52,037,839 3.90 8,672,973 1.57 7.145 131.5 67.01
9,000,000 - 9,999,999 4 39,307,192 2.95 9,826,798 1.47 7.003 116.7 76.32
10,000,000 - 13,999,999 5 60,346,815 4.52 12,069,363 1.34 6.818 112.2 78.83
14,000,000 - 16,999,999 5 78,961,055 5.92 15,792,211 1.42 7.143 134.0 71.80
17,000,000 - 19,999,999 5 89,609,574 6.72 17,921,915 1.54 6.970 117.4 72.56
20,000,000 - 24,999,999 4 88,433,697 6.63 22,108,424 1.30 7.255 120.0 75.05
25,000,000 - 29,999,999 2 51,095,401 3.83 25,547,700 1.71 5.996 118.5 53.90
30,000,000 - 39,999,999 2 67,874,231 5.09 33,937,115 1.67 7.357 145.3 55.98
40,000,000 - 59,999,999 1 58,566,075 4.39 58,566,075 1.39 7.680 119.0 67.54
60,000,000 - 68,211,566 2 131,015,855 9.82 65,507,927 1.28 7.382 118.0 73.65
----- ----------- ----
TOTAL/WTD. AVG. 228 $1,334,328,273 100.00% $5,852,317 1.47X 6.985% 125.6 69.84%
=== ============== =======
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
C-6
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
- -------------------------------------------------------------------------------
DISTRIBUTION OF MORTGAGED PROPERTIES BY STATE
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE WEIGHTED
PERCENTAGE WEIGHTED REMAINING AVERAGE
NUMBER OF OF AGGREGATE WEIGHTED AVERAGE TERM TO CUT-OFF
MORTGAGED CUT-OFF DATE CUT-OFF DATE AVERAGE CUT-OFF AVERAGE MORTGAGE MATURITY DATE LTV
STATE PROPERTIES BALANCE BALANCE DATE BALANCE DSCR RATE (MOS) RATIO
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
California 39 $294,724,360 22.09% $7,557,035 1.44x 7.014% 125.5 67.56%
New York 27 166,708,740 12.49 6,174,398 1.36 7.250 121.3 69.28
Florida 26 100,975,716 7.57 3,883,681 1.44 7.076 124.0 70.67
Texas 21 79,469,832 5.96 3,784,278 2.09 7.162 118.0 70.49
Michigan 10 76,512,898 5.73 7,651,290 1.49 6.940 144.2 68.70
Nevada 6 56,588,974 4.24 9,431,496 1.44 6.927 119.3 64.78
Georgia 11 51,515,170 3.86 4,683,197 1.50 6.799 121.1 74.00
Washington 10 46,156,438 3.46 4,615,644 1.28 6.513 115.3 72.62
Connecticut 10 40,497,082 3.04 4,049,708 1.37 7.606 124.9 70.92
Missouri 5 39,847,166 2.99 7,969,433 1.28 6.920 112.3 68.14
Illinois 9 35,961,570 2.70 3,995,730 1.71 6.606 103.6 72.30
Colorado 11 32,157,060 2.41 2,923,369 1.69 6.385 131.5 67.56
Iowa 8 30,532,846 2.29 3,816,606 1.35 6.708 140.1 73.43
Pennsylvania 6 28,987,281 2.17 4,831,214 1.33 7.082 151.4 75.05
Oregon 4 28,649,490 2.15 7,162,372 1.30 7.263 127.0 74.24
Arizona 8 24,657,070 1.85 3,082,134 1.43 6.791 114.5 68.85
District of Columbia 4 20,435,721 1.53 5,108,930 1.40 7.161 141.2 67.72
New Jersey 7 20,122,031 1.51 2,874,576 1.50 6.588 116.1 68.33
Utah 2 19,040,266 1.43 9,520,133 1.34 6.606 146.9 76.63
Louisiana 5 16,524,191 1.24 3,304,838 1.30 6.985 123.9 71.90
Ohio 5 15,327,641 1.15 3,065,528 1.47 7.044 158.5 71.73
North Carolina 4 15,133,957 1.13 3,783,489 1.45 6.937 119.3 75.27
Virginia 6 11,916,448 0.89 1,986,075 1.47 6.892 137.3 66.21
South Carolina 3 11,552,995 0.87 3,850,998 1.33 7.321 116.1 75.43
Nebraska 2 10,529,860 0.79 5,264,930 1.41 6.647 116.5 77.20
Tennessee 3 10,456,661 0.78 3,485,554 1.17 7.582 161.8 76.38
New Mexico 2 10,362,854 0.78 5,181,427 1.47 6.211 120.3 62.98
Maryland 2 9,138,985 0.68 4,569,493 1.38 6.375 117.0 74.31
Vermont 1 8,972,241 0.67 8,972,241 1.79 6.875 116.0 59.81
Kentucky 1 4,961,608 0.37 4,961,608 1.00 6.970 223.0 96.34
Minnesota 2 4,602,931 0.34 2,301,465 1.89 6.543 119.4 54.64
South Dakota 2 3,543,520 0.27 1,771,760 1.50 6.481 116.4 71.24
Mississippi 1 2,877,645 0.22 2,877,645 1.26 6.970 115.0 71.94
Kansas 1 2,391,268 0.18 2,391,268 1.57 6.125 116.0 79.71
Arkansas 1 1,397,368 0.10 1,397,368 1.61 7.840 118.0 63.52
Idaho 1 1,098,390 0.08 1,098,390 2.27 6.800 178.0 41.45
----- --------- ----
TOTAL/WTD. AVG. 266 $1,334,328,273 100.00% $5,016,272 1.47X 6.985% 125.6 69.84%
=== ============== =======
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
C-7
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
DISTRIBUTION OF MORTGAGED PROPERTIES BY STATE
[MAP OF U.S.]
WA 3.46% CO 2.41% MN 0.34% MI 5.73% VA 0.89%
OR 2.15% NM 0.78% IA 2.29% OH 1.15% NC 1.13%
CA 22.09% SD 0.27% MO 2.99% KY 0.37% SC 0.87%
ID 0.08% NE 0.79% AR 0.10% TN 0.78% GA 3.86%
NV 4.24% KS 0.18% MS 0.22% VT 0.67% FL 7.57%
UT 1.43% OK LA 1.24% NY 12.49% CT 3.04%
AZ 1.85% TX 5.96% IL 2.70% PA 2.17% NJ 1.51%
MD 0.68%
D.C. 1.53%
[PIE CHART]
Other (a) 38.06%
California 22.09%
New York 12.49%
Florida 7.57%
Texas 5.96%
Michigan 5.73%
Nevada 4.24%
Georgia 3.86%
(a) Includes 28 states and District of Columbia.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
C-8
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
- -------------------------------------------------------------------------------
DISTRIBUTION OF MORTGAGED PROPERTIES BY STATE
- -------------------------------------------------------------------------------
[PIE CHART]
Hospitality 4.29%
Mobile Home Park 4.23%
Skilled Nursing 2.68%
Congregate Care 2.46%
Assisted Living Facility 1.46%
Mixed Use 1.24%
Other 1.88%
Multifamily 31.94%
Office 28.38%
Retail 16.10%
Industrial 5.36%
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE WEIGHTED
PERCENTAGE WEIGHTED REMAINING AVERAGE
NUMBER OF OF AGGREGATE WEIGHTED AVERAGE TERM TO CUT-OFF
MORTGAGED CUT-OFF DATE CUT-OFF DATE AVERAGE CUT-OFF AVERAGE MORTGAGE MATURITY DATE LTV
PROPERTY TYPE PROPERTIES BALANCE BALANCE DATE BALANCE DSCR RATE (MOS) RATIO
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Multifamily 95 $426,139,670 31.94% $4,485,681 1.35x 6.758% 120.8 73.64%
Office 45 378,717,021 28.38 8,415,934 1.38 7.238 126.3 69.22
Retail 46 214,764,532 16.10 4,668,794 1.35 7.054 137.4 70.54
Industrial 21 71,462,831 5.36 3,402,992 1.42 6.828 126.9 71.30
Hospitality 12 57,217,962 4.29 4,768,164 1.68 7.233 129.7 64.40
Mobile Home Park 14 56,432,789 4.23 4,030,914 1.96 6.272 121.0 54.16
Skilled Nursing 9 35,730,526 2.68 3,970,058 2.32 7.229 102.0 68.01
Congregate Care 8 32,861,130 2.46 4,107,641 2.45 7.332 121.0 69.32
Assisted Living 5 19,491,609 1.46 3,898,322 1.24 7.056 119.0 78.52
Facility
Mixed Use 2 16,489,414 1.24 8,244,707 1.50 7.309 119.0 61.64
Other 9 25,020,790 1.88 2,780,088 1.95 6.831 145.4 54.00
----- ---------- ----
TOTAL/WTD. AVG. 266 $1,334,328,273 100.00% $5,016,272 1.47X 6.985% 125.6 69.84%
===== ================== ==============
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
C-9
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
- -------------------------------------------------------------------------------
DISTRIBUTION OF UNDERWRITTEN NCF DEBT SERVICE COVERAGE RATIOS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE WEIGHTED
PERCENTAGE OF WEIGHTED REMAINING AVERAGE
RANGE OF DEBT NUMBER OF AGGREGATE WEIGHTED AVERAGE TERM TO CUT-OFF
SERVICE COVERAGE MORTGAGE CUT-OFF DATE CUT-OFF DATE AVERAGE CUT-OFF AVERAGE MORTGAGE MATURITY DATE LTV
RATIOS LOANS BALANCE BALANCE DATE BALANCE DSCR RATE (MOS) RATIO
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1.00 - 1.09x (a) 12 $50,283,589 3.77% $4,190,299 1.05x 6.933% 155.8 72.56%
1.10 - 1.19 (a) 7 39,875,231 2.99 5,696,462 1.17 6.879 131.8 76.13
1.20 - 1.24 5 107,303,597 8.04 21,460,719 1.23 7.09 118.8 72.28
1.25 - 1.29 31 217,742,938 16.32 7,023,966 1.27 6.903 123.2 74.57
1.30 - 1.34 35 256,348,567 19.21 7,324,245 1.32 7.196 121.7 74.42
1.35 - 1.39 25 144,733,192 10.85 5,789,328 1.38 7.092 125.2 70.59
1.40 - 1.49 35 170,044,675 12.74 4,858,419 1.43 6.884 129.0 71.79
1.50 - 1.59 31 100,879,314 7.56 3,254,171 1.53 6.996 140.9 66.94
1.60 - 1.79 18 66,115,785 4.95 3,673,099 1.67 6.669 119.3 66.01
1.80 - 1.89 7 61,236,066 4.59 8,748,009 1.88 7.241 125.2 52.81
1.90 - 2.19 10 73,881,594 5.54 7,388,159 2.07 6.596 122.6 54.88
2.20 - 4.99 12 45,883,726 3.44 3,823,644 2.96 6.849 107.0 56.69
---- ---------- ----
TOTAL/WTD. AVG. 228 $1,334,328,273 100.00% $5,852,317 1.47X 6.985% 125.6 69.84%
=== ============== =======
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) There are 10 credit-tenant loans in this pool of which some are
included in this range.
- -------------------------------------------------------------------------------
DISTRIBUTION OF CUT-OFF DATE LOAN TO VALUE AT ORIGINATION RATIOS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE WEIGHTED
PERCENTAGE WEIGHTED REMAINING AVERAGE
NUMBER OF OF AGGREGATE AVERAGE WEIGHTED AVERAGE TERM TO CUT-OFF
RANGE OF CUT-OFF DATE MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE AVERAGE MORTGAGE MATURITY DATE LTV
LOAN TO VALUE RATIOS LOANS BALANCE BALANCE BALANCE DSCR RATE (MOS) RATIO
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
30.1 - 50.0% 18 $109,347,944 8.19% $6,074,886 2.13x 6.841% 119.5 45.59%
50.1 - 60.0 25 89,378,208 6.70 3,575,128 1.64 6.966 127.3 55.73
60.1 - 65.0 18 71,064,931 5.33 3,948,052 1.41 6.487 129.3 62.68
65.1 - 70.0 33 236,371,680 17.71 7,162,778 1.55 7.064 129.6 67.66
70.1 - 75.0 65 435,697,214 32.65 6,703,034 1.35 7.145 125.1 72.98
75.1 - 80.0 (a) 62 365,077,947 27.36 5,888,354 1.35 6.885 121.5 78.31
80.1 - 85.0 (a) 4 18,745,606 1.40 4,686,401 1.21 7.064 144.9 84.25
85.1 - 90.0 (a) 1 2,095,657 0.16 2,095,657 1.05 7.450 173.0 87.32
90.1 - 95.0 (a) 1 1,587,479 0.12 1,587,479 1.05 5.730 213.0 93.38
95.1 - 100.0 (a) 1 4,961,608 0.37 4,961,608 1.00 6.970 223.0 96.34
----- --------- ----
TOTAL/WTD. AVG. 228 $1,334,328,273 100.00% $5,852,317 1.47X 6.985% 125.6 69.84%
=== ============== =======
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) There are 10 credit-tenant loans in this pool of which some are
included in this range.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
C-10
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTION OF MORTGAGE INTEREST RATES
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
WEIGHTED
AVERAGE WEIGHTED
PERCENTAGE OF WEIGHTED REMAINING AVERAGE
NUMBER OF AGGREGATE AVERAGE WEIGHTED AVERAGE TERM TO CUT-OFF
RANGE OF MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE AVERAGE MORTGAGE MATURITY DATE LTV
MORTGAGE RATES LOANS BALANCE BALANCE BALANCE DSCR RATE (MOS) RATIO
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
5.501 - 6.000% 16 $59,567,418 4.46% $3,722,964 1.58x 5.784% 124.3 62.76%
6.001 - 6.250 29 117,593,567 8.81 4,054,951 1.57 6.163 127.6 69.04
6.251 - 6.500 26 146,273,178 10.96 5,625,891 1.56 6.377 124.2 67.34
6.501 - 6.750 25 102,614,509 7.69 4,104,580 1.55 6.643 124.5 71.22
6.751 - 7.000 46 283,934,998 21.28 6,172,500 1.37 6.929 132.8 71.40
7.001 - 7.250 42 199,032,064 14.92 4,738,859 1.50 7.186 117.0 72.04
7.251 - 7.500 25 181,890,306 13.63 7,275,612 1.34 7.395 126.5 73.60
7.501 - 7.750 6 115,441,281 8.65 19,240,213 1.55 7.673 122.4 59.72
7.751 - 8.000 9 113,363,091 8.50 12,595,899 1.36 7.819 126.3 73.44
8.001 - 9.000 4 14,617,861 1.10 3,654,465 1.64 8.302 125.3 65.14
----- ---------- ----
TOTAL/WTD. AVG. 228 $1,334,328,273 100.00% $5,852,317 1.47X 6.985% 125.6 69.84%
=== ============== =======
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTION OF REMAINING AMORTIZATION TERMS
- -----------------------------------------------------------------------------------------------------------------------------------
WEIGHTED
AVERAGE WEIGHTED
PERCENTAGE OF WEIGHTED REMAINING AVERAGE
RANGE OF NUMBER OF AGGREGATE AVERAGE WEIGHTED AVERAGE TERM TO CUT-OFF
AMORTIZATION TERMS MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE AVERAGE MORTGAGE MATURITY DATE LTV
(MONTHS) LOANS BALANCE BALANCE BALANCE DSCR RATE (MOS) RATIO
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
85 - 120 1 $4,589,669 0.34% $4,589,669 1.01x 7.25% 117.0 75.24%
121 - 180 12 35,717,679 2.68 2,976,473 1.22 6.742 153.7 67.90
181 - 240 15 54,494,984 4.08 3,632,999 2.01 7.167 162.4 67.10
241 - 300 49 194,139,610 14.55 3,962,033 1.59 7.039 123.9 71.50
301 - 360 149 1,042,971,465 78.16 6,999,808 1.42 6.972 123.1 69.74
361 - 380 2 2,414,867 0.18 1,207,434 1.99 6.988 117.1 59.91
----- --------- ----
TOTAL/WTD. AVG. 228 $1,334,328,273 100.00% $5,852,317 1.47X 6.985% 125.6 69.84%
=== ============== =======
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
C-11
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTION OF ORIGINAL TERMS TO MATURITY
- -----------------------------------------------------------------------------------------------------------------------------------
WEIGHTED
PERCENTAGE AVERAGE WEIGHTED
OF WEIGHTED REMAINING AVERAGE
NUMBER OF AGGREGATE AVERAGE WEIGHTED AVERAGE TERM TO CUT-OFF
RANGE OF ORIGINAL TERMS MORTGAGE CUT-OFF DATE CUT-OFF CUT-OFF DATE AVERAGE MORTGAGE MATURITY DATE LTV
TO MATURITY (MONTHS) LOANS BALANCE DATE BALANCE BALANCE DSCR RATE (MOS) RATIO
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
36 - 84 3 $25,267,656 1.89% $8,422,552 1.92x 6.810% 68.3 67.08%
101 - 120 170 1,029,974,271 77.19 6,058,672 1.45 7.004 117.0 70.64
121 - 140 12 89,721,881 6.72 7,476,823 1.76 6.847 122.6 59.61
141 - 180 28 143,357,802 10.74 5,119,922 1.40 7.010 167.3 69.97
181 - 240 15 46,006,664 3.45 3,067,111 1.30 6.830 225.4 72.91
---- ---------- ----
TOTAL/WTD. AVG. 228 $1,334,328,273 100.00% $5,852,317 1.47X 6.985% 125.6 69.84%
=== ============== =======
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTION OF REMAINING TERMS TO MATURITY
- -----------------------------------------------------------------------------------------------------------------------------------
WEIGHTED
PERCENTAGE AVERAGE WEIGHTED
OF WEIGHTED REMAINING AVERAGE
NUMBER OF AGGREGATE AVERAGE AVERAGE TERM TO CUT-OFF
RANGE OF REMAINING TERMS MORTGAGE CUT-OFF DATE CUT-OFF CUT-OFF DATE WEIGHTED MORTGAGE MATURITY DATE-LTV
TO MATURITY (MONTHS) LOANS BALANCE DATE BALANCE BALANCE AVERAGE DSCR RATE (MOS) RATIO
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
36 - 84 3 $25,267,656 1.89% $8,422,552 1.92x 6.810% 68.3 67.08%
101 - 120 173 1,039,401,129 77.90 6,008,099 1.45 7.008 117.0 70.53
121 - 140 10 88,867,675 6.66 8,886,767 1.71 6.822 125.1 61.03
141 - 180 27 134,785,150 10.10 4,992,043 1.40 6.998 169.1 69.76
181 - 240 15 46,006,664 3.45 3,067,111 1.30 6.830 225.4 72.91
---- ---------- ----
TOTAL/WTD. AVG. 228 $1,334,328,273 100.00% $5,852,317 1.47X 6.985% 125.6 69.84%
=== ============== =======
</TABLE>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
C-12
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTION OF AMORTIZATION TYPES
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
WEIGHTED
PERCENTAGE AVERAGE WEIGHTED
OF WEIGHTED REMAINING AVERAGE
NUMBER OF AGGREGATE AVERAGE AVERAGE TERM TO CUT-OFF
MORTGAGE CUT-OFF DATE CUT-OFF CUT-OFF DATE WEIGHTED MORTGAGE MATURITY DATE LTV
AMORTIZATION TYPE LOANS BALANCE DATE BALANCE BALANCE AVERAGE DSCR RATE (MOS) RATIO
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balloon 191 $1,172,118,436 87.84% $6,136,746 1.44x 7.005% 123.2 70.83%
Hyperamortizing 18 109,586,927 8.21 6,088,163 1.80 6.782 120.6 59.62
Fully Amortizing 19 52,622,910 3.94 2,769,627 1.23 6.948 191.3 69.06
---- ---------- ----
TOTAL/WTD. AVG. 228 $1,334,328,273 100.00% $5,852,317 1.47X 6.985% 125.6 69.84%
=== ============== =======
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTION OF PREPAYMENT PROVISIONS
- -----------------------------------------------------------------------------------------------------------------------------------
WEIGHTED
AVERAGE WEIGHTED
PERCENTAGE WEIGHTED REMAINING AVERAGE
NUMBER OF OF AGGREGATE AVERAGE AVERAGE TERM TO CUT-OFF
MORTGAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE WEIGHTED MORTGAGE MATURITY DATE LTV
PREPAYMENT PROVISION LOANS BALANCE BALANCE BALANCE AVERAGE DSCR RATE (MOS) RATIO
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lockout/Defeasance 215 $1,279,221,650 95.87% $5,949,868 1.46x 6.962% 126.3 70.01%
Lockout/Greater of YM or 11 46,899,052 3.51 4,263,550 1.36 7.588 120.2 68.42
1% (a)
Lockout/Open 2 8,207,571 0.62 4,103,786 3.17 7.041 54.3 51.85
--- --------- ----
TOTAL/WTD. AVG. 228 $1,334,328,273 100.00% $5,852,317 1.47X 6.985% 125.6 69.84%
=== ============== =======
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Includes 7 loans with the provision "(Greater of YM or 1%) + (25% on
the loan balance)".
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
C-13
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
- -------------------------------------------------------------------------------
COLLATERAL TERM SHEET
AMD CORPORATE HEADQUARTERS
- -------------------------------------------------------------------------------
LOAN INFORMATION
ORIGINAL CUT-OFF DATE
-------- ------------
PRINCIPAL BALANCE: $68,250,000 $68,211,566
ORIGINATION DATE: December 22, 1998
INTEREST RATE: 7.78%
AMORTIZATION: 30 years
MATURITY DATE: January 10, 2009
BORROWER/SPONSOR: Delaware CHIP, LLC, a special purpose
entity.
CALL PROTECTION: Prepayment lockout; U.S. Treasury
defeasance permitted as of the 2 year
anniversary of REMIC securitization.
CROSS-COLLATERALIZATION/ No/No
DEFAULT:
ADDITIONAL FINANCING: None
PROPERTY INFORMATION
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Office
LOCATION: California
YEARS BUILT: 1980 / 1995
THE COLLATERAL: Two office buildings located in
Silicon Valley containing a
total of 362,000 square feet
that serve as the corporate
headquarters for Advanced Micro
Devices ("AMD").
Both buildings are 100% occupied by AMD subject
to a NNN lease expiring November 30, 2018. A
security deposit in the amount of $10 million
security is additional collateral for the loan.
OCCUPANCY (12/1/98): 100%
UNDERWRITTEN NET CASH FLOW: $7,817,635
APPRAISED VALUE: $91,000,000
APPRAISAL DATE: October 20, 1998
CUT-OFF DATE LOAN/SQ. FT.: $188
CUT-OFF DATE LTV: 74.96%
BALLOON LTV: 65.66%
UWNCF DSCR: 1.31x
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
C-14
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
- -------------------------------------------------------------------------------
COLLATERAL TERM SHEET
THE ZALKIND LOANS
- -------------------------------------------------------------------------------
LOAN INFORMATION
ORIGINAL CUT-OFF DATE
-------- ------------
PRINCIPAL BALANCE (1): $65,450,000 $65,350,220
ORIGINATION DATE: Varies from August 13, 1998 to
December 18, 1998.
INTEREST RATE: Varies from 6.77% to 7.35%
AMORTIZATION: 30 years
MATURITY DATE: September 1, 2008 to January 5, 2009
BORROWER/SPONSOR: 7 separate special purpose entities
affiliated with Steven Zalkind and
Donald Love.
CALL PROTECTION: Prepayment lockout; U.S. Treasury
defeasance permitted as of the 2 year
anniversary of REMIC securitization.
CROSS-COLLATERALIZATION/ No/No
DEFAULT:
ADDITIONAL FINANCING: 3 of the loans are subject to
subordinate mortgages (GMAC4300,
GMAC4570 and GMAC4310) which are
subject to subordination and
standstill agreements.
----------------------------------------------------------------
(1) 7 loans with affiliated borrowers make up this group of loans.
PROPERTY INFORMATION
SINGLE ASSET/PORTFOLIO: Portfolio of 7 assets
PROPERTY TYPE: Multifamily
LOCATION: Florida, Tennessee, North
Carolina, South Carolina, Georgia
and Virginia.
YEARS BUILT/RENOVATED: Varies from 1968 to 1990 / 1987 to
1998
THE COLLATERAL: 7 multifamily complexes located in
various states.
PROPERTY MANAGEMENT: An affiliate of the borrower
OCCUPANCY: Varies from 90% to 96%
UNDERWRITTEN NET CASH FLOW: $6,944,123
APPRAISED VALUE: $86,005,000
APPRAISAL DATE: Varies from June 17, 1998 to
November 16, 1998
CUT-OFF DATE LOAN/UNIT: $41,972
CUT-OFF DATE LTV: 75.91%
BALLOON LTV: 65.99%
UWNCF DSCR: 1.27x
<TABLE>
<CAPTION>
LOAN DETAILS
CUT-OFF DATE UWNCF
LOAN # PROPERTY NAME LOCATION PRINCIPAL BALANCE CUT-OFF DATE LTV DSCR
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
GMAC4300 Camden at Palmer Ranch Sarasota, FL $22,452,347 75.54% 1.26x
GMAC4570 Balmoral Village Apartments Fayette, GA 18,488,292 75.46 1.25
GMAC4310 Park Palace Apartments Shelby, TN 6,541,673 72.97 1.25
GMAC4340 Greenbryre Apartments Mecklenberg, NC 5,493,008 79.84 1.40
GMAC4350 Seasons Chase Apartments Guilord, NC 4,793,898 79.90 1.30
GMAC4330 Pelham Ridge Apartments Greenville, SC 4,294,533 73.60 1.29
GMAC1420 Copper Croft Apartments Roanoke, VA 3,286,469 77.33 1.26
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
C-15
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
- -------------------------------------------------------------------------------
COLLATERAL TERM SHEET
THE MERINGOFF LOAN
- -------------------------------------------------------------------------------
LOAN INFORMATION
ORIGINAL CUT-OFF DATE
-------- ------------
PRINCIPAL BALANCE: $62,950,000 $62,804,289
ORIGINATION DATE: October 23, 1998
INTEREST RATE: 6.95%
AMORTIZATION: 30 years
MATURITY DATE: November 10, 2008
BORROWER: Special purpose entities affiliated
with Stephen Meringoff and Jay Shidler.
CALL PROTECTION: Prepayment lockout; U.S. Treasury
defeasance permitted as of the 2 year
anniversary of REMIC securitization.
CROSS-COLLATERALIZATION/ No/No
DEFAULT:
ADDITIONAL FINANCING: The borrower's interest in 8 of the
mortgage properties consists of
leasehold interests encumbered by fee
mortgages. SNDAs were entered into by
the various Meringoff borrowers and
the respective fee mortgagees which
grant non-disturbance protection to
the Meringoff borrowers.
PROPERTY INFORMATION
SINGLE ASSET/PORTFOLIO: Portfolio of 9 assets
PROPERTY TYPE: Office
LOCATION: New York
YEARS BUILT/RENOVATED: Varies from 1891 to 1922
THE COLLATERAL: 9 office-with-retail buildings
located in Manhattan.
PROPERTY MANAGEMENT: Meringoff Properties, Inc.
OCCUPANCY (10/23/1998): Varies from 92% to 100%
UNDERWRITTEN NET CASH FLOW: $6,260,015
APPRAISAL VALUE: $86,950,000
APPRAISAL DATE: July 1, 1998
CUT-OFF DATE LOAN/SF: $82
CUT-OFF DATE LTV: 72.23%
BALLOON LTV: 62.21%
UWNCF DSCR: 1.24x
<TABLE>
<CAPTION>
PROPERTY DETAIL
ORIGINAL
ALLOCATED APPRAISED
PROPERTY ADDRESS LOAN AMOUNT VALUE ORIGINAL LTV (%) U/W DSCR
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
401 Park Avenue South $30,650,000 $36,600,000 83.74% 1.27x
462 Broadway 7,150,000 11,100,000 64.41 1.24
400 Eighth Avenue 6,835,000 9,800,000 69.74 1.21
88 University Place 5,400,000 7,400,000 72.97 1.14
12 West 27th Street 4,000,000 6,500,000 61.54 1.23
30 West 26th Street 3,790,000 5,900,000 64.24 1.16
12 West 21st Street 2,980,000 4,950,000 60.20 1.30
686 Lexington Avenue 1,485,000 2,100,000 70.71 1.18
681 Lexington Avenue 660,000 2,600,000 25.38 1.27
$62,950,000 $86,950,000 72.40% 1.24X
</TABLE>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
C-16
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
- -------------------------------------------------------------------------------
COLLATERAL TERM SHEET
HUDSON VALLEY MALL
- -------------------------------------------------------------------------------
LOAN INFORMATION
ORIGINAL CUT-OFF DATE
-------- ------------
PRINCIPAL BALANCE: $58,600,000 $58,566,075
ORIGINATION DATE: December 31, 1998
INTEREST RATE: 7.68%
AMORTIZATION: 30 years
MATURITY DATE: January 10, 2009
BORROWER/SPONSOR: PCK Development Company, LLC, a special purpose entity
affiliated with the Pyramid Companies.
CALL PROTECTION: Prepayment lockout; U.S. Treasury
defeasance permitted as of the 2 year
anniversary of REMIC securitization.
CROSS-COLLATERALIZATION/ No/No
DEFAULT:
ADDITIONAL FINANCING: None
PROPERTY INFORMATION
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Retail
LOCATION: New York
YEARS BUILT/RENOVATED: 1981/1989, 1995, 1997
THE COLLATERAL: A 644,265 sf regional mall located
in Hudson Valley, NY, anchored by
Filene's, Sears and JC Penney.
PROPERTY MANAGEMENT: Pyramid Management Group, Inc.
OCCUPANCY (11/24/98): 85%
UNDERWRITTEN NET CASH FLOW: $7,046,731
APPRAISAL VALUE: $79,900,000
APPRAISAL DATE: November 27, 1998
CUT-OFF DATE LOAN/SF: $91
CUT-OFF DATE LTV: 67.54%
BALLOON LTV: 64.07%
UWNCF DSCR: 1.39x
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
C-17
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
- -------------------------------------------------------------------------------
COLLATERAL TERM SHEET
UNIPROP PORTFOLIO
- -------------------------------------------------------------------------------
LOAN INFORMATION
ORIGINAL CUT-OFF DATE
-------- ------------
PRINCIPAL BALANCE (1): $ 52,615,000 $52,398,996
ORIGINATION DATE: August 20, 1998 and September 23, 1998
INTEREST RATE: Varies from 6.06% to 6.37%
AMORTIZATION: 30 years
MATURITY DATE: March 10, 2009 and April 10, 2009
BORROWERS: 6 separate special purpose entities
affiliated with Uniprop, Inc.
CALL PROTECTION: Prepayment lockout; U.S. Treasury
defeasance permitted as of the 2 year
anniversary of REMIC securitization.
CROSS-COLLATERALIZATION/ Yes/Yes
DEFAULTED (2):
ADDITIONAL FINANCING: Permitted if secured solely by manufactured homes
located on the related property; also, unsecured or
"soft" secured financing permitted up to 5% of the
initial principal balance of the related loan.
(1) 2 cross-collateralized loans with the same borrower and 5 loans with
affiliated borrowers make up this group of loans.
(2) GMAC2990 and 2940 are cross-collateralized and cross-defaulted.
PROPERTY INFORMATION
SINGLE ASSET/PORTFOLIO: Portfolio of 12 assets
PROPERTY TYPE: Manufactured Housing
LOCATION: Nevada, Michigan, Minnesota, New
Mexico, Colorado, Florida, North
Carolina
YEARS BUILT/RENOVATED: Varies from 1968 to 1995
THE COLLATERAL: 12 mobile home park communities
located in various states.
PROPERTY MANAGEMENT: Uniprop, Inc.
OCCUPANCY (3): Varies from 91% - 100%
UNDERWRITTEN NET CASH FLOW: Fund II Loans: $5,012,295
Other Loans: $255,389 - $1,005,654
APPRAISAL VALUE: Fund II Loans: $66,550,000
Other Loans: $3,200,000 - $12,250,000
APPRAISAL DATE: Varies from March 1, 1998 to June 11, 1998
CUT-OFF DATE LOAN/PAD: Fund II Loans: $12,431
Other Loans: $13,699 - $20,496
CUT-OFF DATE LTV: Fund II Loans: 45.04%
Other Loans: 54.90% - 69.56%
BALLOON LTV: Fund II Loans: 37.83%
Other Loans: 45.69% - 58.22%
UWNCF DSCR: Fund II Loans: 2.21x
Other Loans: 1.45x - 2.04x
- ------------------------------------------------------------------
(3) As of date varies from March to June 1998.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
C-18
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
<TABLE>
<CAPTION>
CUT-OFF DATE
LOAN # PROPERTY NAME LOCATION PRINCIPAL BALANCE CUT-OFF DATE LTV UWNCF DSCR
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
GMAC2940 Uniprop Manufactured Housing Various (6) $25,595,401 46.08% 2.13x
Comm. Income Fund II (a)
GMAC2930 Vista Del Sol - Uniprop NCII Bernalillo, NM 7,373,851 69.56 1.45
GMAC2920 Valley View - Uniprop NCII Adams, CO 6,725,097 54.90 2.04
GMAC2990 Sunshine Village (a) Broward County, FL 4,270,878 38.83 2.70
GMAC2910 Swan Meadow Village - Uniprop NCII Summit, CO 3,586,718 64.05 1.61
GMAC2900 River Walk - Uniprop NCII Wake, NC 2,764,762 65.83 1.67
GMAC2890 Mill Run - Uniprop NCII Wake, NC 2,082,289 65.07 1.67
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) The Uniprop Fund II loans.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
C-19
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
ANNEX D
GLOBAL CLEARANCE, SETTLEMENT AND TAX
DOCUMENTATION PROCEDURES
Except in certain limited circumstances, the globally offered GMAC
Commercial Mortgage Securities, Inc. Mortgage Pass-Through Certificates, Series
1999-C1 (the "Global Securities") will be available only in book- entry form.
Investors in the Global Securities may hold such Global Securities through any
of DTC, Cedelbank or Euroclear. The Global Securities will be tradeable as home
market instruments in both the European and U.S. domestic markets. Initial
settlement and all secondary trades will settle in same day funds. Capitalized
terms used but not defined in this Annex D have the meanings assigned to them
in the Prospectus Supplement and the Prospectus.
Secondary market trading between investors holding Global Securities
through Cedelbank and Euroclear will be conducted in the ordinary way in
accordance with their normal rules and operating procedures and in accordance
with conventional eurobond practice (i.e., seven calendar day settlement).
Secondary market trading between investors holding Global Securities
through DTC will be conducted according to the rules and procedures applicable
to U.S. corporate debt obligations.
Secondary cross-market trading between Cedelbank or Euroclear and DTC
Participants holding Certificates will be effected on a
delivery-against-payment basis through the respective Depositaries of Cedelbank
and Euroclear (in such capacity) and as DTC Participants.
Non-U.S. holders (as described below) of Global Securities will be subject
to U.S. withholding taxes unless such holders meet certain requirements and
deliver appropriate U.S. tax documents to the securities clearing organizations
or their participants.
INITIAL SETTLEMENT
All Global Securities will be held in book-entry form by DTC in the name
of Cede & Co. as nominee of DTC. Investors' interests in the Global Securities
will be represented through financial institutions acting on their behalf as
direct and indirect Participants in DTC. As a result, Cedelbank and Euroclear
will hold positions on behalf of their participants through their respective
Depositaries, which in turn will hold such positions in accounts as DTC
Participants.
Investors electing to hold their Global Securities through DTC will follow
the settlement practices applicable to similar issues of pass-through
certificates. Investors' securities custody accounts will be credited with
their holdings against payment in same-day funds on the settlement date.
Investors electing to hold their Global Securities through Cedelbank or
Euroclear accounts will follow the settlement procedures applicable to
conventional eurobonds, except that there will be no temporary global security
and no "lock-up" or restricted period. Global Securities will be credited to
the securities custody accounts on the settlement date against payments in
same-day funds.
SECONDARY MARKET TRADING
Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value
date.
Trading between DTC Participants. Secondary market trading between DTC
Participants will be settled using the procedures applicable to similar issues
of pass-through certificates in same-day funds.
Trading between Cedelbank and/or Euroclear Participants. Secondary market
trading between Cedelbank Participants or Euroclear Participants will be
settled using the procedures applicable to conventional eurobonds in same-day
funds.
Trading between DTC seller and Cedelbank or Euroclear purchaser. When
Global Securities are to be transferred from the account of a DTC Participant
to the account of a Cedelbank Participant or a
D-1
<PAGE>
Euroclear Participant, the purchaser will send instructions to Cedelbank or
Euroclear through a Cedelbank Participant or Euroclear Participant at least one
business day prior to settlement. Cedelbank or Euroclear will instruct the
respective Depositary, as the case may be, to receive the Global Securities
against payment. Payment will include interest accrued on the Global Securities
from and including the last coupon payment date to and excluding the settlement
date. Payment will then be made by the respective Depositary to the DTC
Participant's account against delivery of the Global Securities. After
settlement has been completed, the Global Securities will be credited to the
respective clearing system and by the clearing system, in accordance with its
usual procedures, to the Cedelbank Participant's or Euroclear Participant's
account. The Global Securities credit will appear the next day (European time)
and the cash debit will be back-valued to, and the interest on the Global
Securities will accrue from, the value date (which would be the preceding day
when settlement occurred in New York). If settlement is not completed on the
intended value date (i.e., the trade fails), the Cedelbank or Euroclear cash
debit will be valued instead as of the actual settlement date.
Cedelbank Participants and Euroclear Participants will need to make
available to the respective clearing systems the funds necessary to process
same-day funds settlement. The most direct means of doing so is to pre-position
funds for settlement, either from cash on hand or existing lines of credit, as
they would for any settlement occurring within Cedelbank or Euroclear. Under
this approach, they may take on credit exposure to Cedelbank or Euroclear until
the Global Securities are credited to their accounts one day later.
As an alternative, if Cedelbank or Euroclear has extended a line of credit
to them, Cedelbank Participants or Euroclear Participants can elect not to
pre-position funds and allow that credit line to be drawn upon the finance
settlement. Under this procedure, Cedelbank Participants or Euroclear
Participants purchasing Global Securities would incur overdraft charges for one
day, assuming they cleared the overdraft when the Global Securities were
credited to their accounts. However, interest on the Global Securities would
accrue from the value date. Therefore, in many cases the investment income on
the Global Securities earned during that one day period may substantially
reduce or offset the amount of such overdraft charges, although this result
will depend on each Cedelbank Participant's or Euroclear Participant's
particular cost of funds.
Since the settlement is taking place during New York business hours, DTC
Participants can employ their usual procedures for sending Global Securities to
the respective Depositary for the benefit of Cedelbank Participants or
Euroclear Participants. The sale proceeds will be available to the DTC seller
on the settlement date. Thus, to the DTC Participant a cross-market transaction
will settle no differently than a trade between two DTC Participants.
Trading between Cedelbank or Euroclear seller and DTC purchaser. Due to
time zone differences in their favor, Cedelbank Participants and Euroclear
Participants may employ their customary procedures for transactions in which
Global Securities are to be transferred by the respective clearing system,
through the respective Depositary, to a DTC Participant. The seller will send
instructions to Cedelbank or Euroclear through a Cedelbank Participant or
Euroclear Participant at least one business day prior to settlement. In these
cases, Cedelbank or Euroclear will instruct the respective Depositary, as
appropriate, to deliver the bonds to the DTC Participant's account against
payment. Payment will include interest accrued on the Global Securities from
and including the last coupon payment date to and excluding the settlement
date. The payment will then be reflected in the account of the Cedelbank
Participant or Euroclear Participant the following day, and receipt of the cash
proceeds in the Cedelbank Participant's or Euroclear Participant's account
would be back-valued to the value date (which would be the preceding day, when
settlement occurred in New York). Should the Cedelbank Participant or Euroclear
Participant have a line of credit with its respective clearing system and elect
to be in debit in anticipation of receipt of the sale proceeds in its account,
the back-valuation will extinguish any overdraft charges incurred over that
one-day period. If settlement is not completed on the intended value date
(i.e., the trade fails), receipt of the cash proceeds in the Cedelbank
Participant's or Euroclear Participant's account would instead be valued as of
the actual settlement date. Finally, day traders that use Cedelbank or
Euroclear and that purchase Global Securities from DTC Participants for
delivery to Cedelbank Participants or Euroclear Participants should note that
these trades would automatically fail on the sale side unless affirmative
action were taken. At least three techniques should be readily available to
eliminate this potential problem:
D-2
<PAGE>
(a) borrowing through Cedelbank or Euroclear for one day (until the
purchase side of the day trade is reflected in their Cedelbank or Euroclear
accounts) in accordance with the clearing system's customary procedures;
(b) borrowing the Global Securities in the U.S. from a DTC Participant no
later than one day prior to settlement, which would give the Global
Securities sufficient time to be reflected in their Cedelbank or Euroclear
account in order to settle the sale side of the trade; or
(c) staggering the value dates for the buy and sell sides of the trade so
that the value date for the purchase from the DTC Participant is at least
one day prior to the value date for the sale to the Cedelbank Participant
or Euroclear Participant.
CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS
A Beneficial Owner of Global Securities holding securities through
Cedelbank or Euroclear (or through DTC if the holder has an address outside the
U.S.) will be subject to the 30% U.S. withholding tax that generally applies to
payments of interest (including original issue discount) on registered debt
issued by U.S. Persons, unless (i) each clearing system, bank or other
financial institution that holds customers' securities in the ordinary course
of its trade or business in the chain of intermediaries between such Beneficial
Owner and the U.S. entity required to withhold tax complies with applicable
certification requirements and (ii) such beneficial owner takes one of the
following steps to obtain an exemption or reduced tax rate:
Exemption for non-U.S. Persons (Form W-8). Beneficial Owners of
Certificates that are non-U.S. Persons can obtain a complete exemption from the
withholding tax by filing a signed Form W-8 (Certificate of Foreign Status). If
the information shown on Form W-8 changes, a new Form W-8 must be filed within
30 days of such change.
Exemption for non-U.S. Persons with effectively connected income (Form
4224). A non-U.S. Person, including a non-U.S. corporation or bank with a U.S.
branch, for which the interest income is effectively connected with its conduct
of a trade or business in the United States can obtain an exemption from the
withholding tax by filing Form 4224 (Exemption from Withholding of Tax on
Income Effectively Connected with the Conduct of a Trade or Business in the
United States).
Exemption or reduced rate for non-U.S. Persons resident in treaty
countries (Form 1001). Non-U.S. Persons that are Beneficial Owners residing in
a country that has a tax treaty with the United States can obtain an exemption
or reduced tax rate (depending on the treaty terms) by filing Form 1001
(Ownership, Exemption or Reduced Rate Certificate). If the treaty provides only
for a reduced rate, withholding tax will be imposed at that rate unless the
filer alternatively files Form W-8. Form 1001 may be filed by the Beneficial
Owner or his agent.
Exemption for U.S. Persons (Form W-9). U.S. Persons can obtain a complete
exemption from the withholding tax by filing Form W-9 (Payer's Request for
Taxpayer Identification Number and Certification).
U.S. Federal Income Tax Reporting Procedure. The Beneficial Owner of a
Global Security or, in the case of a Form 1001 or a Form 4224 filer, his agent,
files by submitting the appropriate form to the person through whom it holds
(the clearing agency, in the case of persons holding directly on the books of
the clearing agency). Form W-8 and Form 1001 are effective for three calendar
years and Form 4224 is effective for one calendar year.
The term "U.S. Person" means (i) a citizen or resident of the United
States, (ii) a corporation or partnership organized in or under the laws of the
United States or any political subdivision thereof or (iii) an estate the
income of which is includable in gross income for United States tax purposes,
regardless of its source or a trust if a court within the United States is able
to exercise primary supervision of the administration of the trust and one or
more United States fiduciaries have the authority to control all substantial
decisions of the trust. This summary does not deal with all aspects of U.S.
federal income tax withholding that may be relevant to foreign holders of the
Global Securities. Investors are advised to consult their own tax advisors for
specific tax advice concerning their holding and disposing of the Global
Securities.
D-3
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<PAGE>
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
The mortgage pass-through certificates (the "Offered Certificates")
offered hereby and by the supplements hereto (each, a "Prospectus Supplement")
will be offered from time to time in series. The Offered Certificates of any
series, together with any other mortgage pass-through certificates of such
series, are collectively referred to herein as the "Certificates".
Each series of Certificates will represent in the aggregate the entire
beneficial ownership interest in a trust fund (with respect to any series, the
"Trust Fund") to be formed by GMAC Commercial Mortgage Securities, Inc. (the
"Depositor") and consisting primarily of a segregated pool (a "Mortgage Asset
Pool") of the Mortgage Loans (as defined in the related Prospectus Supplement),
mortgage-backed securities ("MBS") that evidence interests in, or that are
secured by pledges of, one or more of various types of multifamily or
commercial mortgage loans, or a combination of Mortgage Loans and MBS
(collectively, "Mortgage Assets"). If so specified in the related Prospectus
Supplement, the Trust Fund for a series of Certificates may include letters of
credit, insurance policies, guarantees, reserve funds or other types of credit
support, or any combination thereof, and also interest rate exchange agreements
and other financial assets, or any combination thereof. See "Description of the
Trust Funds", "Description of the Certificates" and "Description of Credit
Support".
The yield on each class of Certificates of a series will be affected by,
among other things, the rate of payment of principal (including prepayments) on
the Mortgage Assets in the related Trust Fund and the timing of receipt of such
payments as described herein and in the related Prospectus Supplement. See
"Yield and Maturity Considerations". A Trust Fund may be subject to early
termination under the circumstances described herein and in the related
Prospectus Supplement. See "Description of the Certificates--Termination;
Retirement of the Certificates".
Retain this Prospectus for future reference. This Prospectus may not be
used to consummate sales of the Offered Certificates of any series unless
accompanied by the Prospectus Supplement for such series.
(cover continued on next page)
--------------
PROCEEDS OF THE ASSETS IN THE TRUST FUND ARE THE SOLE SOURCE OF PAYMENTS
ON THE OFFERED CERTIFICATES. THE OFFERED CERTIFICATES DO NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MASTER SERVICER, GMAC
COMMERCIAL MORTGAGE CORPORATION OR ANY OF THEIR AFFILIATES. NEITHER THE OFFERED
CERTIFICATES NOR THE MORTGAGE ASSETS WILL BE GUARANTEED OR INSURED BY THE
DEPOSITOR, THE MASTER SERVICER, GMAC COMMERCIAL MORTGAGE CORPORATION OR ANY OF
THEIR AFFILIATES OR, UNLESS OTHERWISE SPECIFIED IN THE RELATED PROSPECTUS
SUPPLEMENT, BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTIVE INVESTORS SHOULD REVIEW THE INFORMATION APPEARING ON PAGE 11 HEREIN
UNDER THE CAPTION "RISK FACTORS" AND SUCH INFORMATION AS MAY BE SET FORTH UNDER
THE CAPTION "RISK FACTORS" IN THE RELATED PROSPECTUS SUPPLEMENT BEFORE
PURCHASING ANY OFFERED CERTIFICATE.
--------------
The Offered Certificates of any series may be offered through one or more
different methods, including offerings through underwriters, as described under
"Method of Distribution" and in the related Prospectus Supplement.
The date of this Prospectus is November 5, 1998
<PAGE>
(cover continued)
There will be no secondary market for the Offered Certificates of any
series prior to the offering thereof. There can be no assurance that a
secondary market for any Offered Certificates will develop or, if it does
develop, that it will continue. The Certificates will not be listed on any
securities exchange.
As described in the related Prospectus Supplement, the Certificates of
each series, including the Offered Certificates of such series, may consist of
one or more classes of Certificates that: (i) provide for the accrual of
interest thereon based on a fixed, variable or adjustable interest rate; (ii)
are senior or subordinate to one or more other classes of Certificates in
entitlement to certain distributions on the Certificates; (iii) are entitled to
distributions of principal, with disproportionate, nominal or no distributions
of interest; (iv) are entitled to distributions of interest, with
disproportionate, nominal or no distributions of principal; (v) provide for
distributions of interest thereon or principal thereof that commence only
following the occurrence of certain events, such as the retirement of one or
more other classes of Certificates of such series; (vi) provide for
distributions of principal thereof to be made, from time to time or for
designated periods, at a rate that is faster (and, in some cases, substantially
faster) or slower (and, in some cases, substantially slower) than the rate at
which payments or other collections of principal are received on the Mortgage
Assets in the related Trust Fund; or (vii) provide for distributions of
principal thereof to be made, subject to available funds, based on a specified
principal payment schedule or other methodology. Distributions in respect of
the Certificates of each series will be made on a monthly, quarterly,
semi-annual, annual or other periodic basis as specified in the related
Prospectus Supplement. See "Description of the Certificates".
If so provided in the related Prospectus Supplement, one or more elections
may be made to treat the related Trust Fund or a designated portion thereof as
a "real estate mortgage investment conduit" (each, a "REMIC") for federal
income tax purposes. If applicable, the Prospectus Supplement for a series of
Certificates will specify which class or classes of such series of Certificates
will be considered to be regular interests in the related REMIC and which class
of Certificates or other interests will be designated as the residual interest
in the related REMIC. See "Certain Federal Income Tax Consequences".
2
<PAGE>
PROSPECTUS SUPPLEMENT
As more particularly described herein, the Prospectus Supplement relating
to each series of Offered Certificates will, among other things, set forth, as
and to the extent appropriate: (i) a description of the class or classes of
such Offered Certificates, including the payment provisions with respect to
each such class, the aggregate principal amount, if any, of each such class,
the rate at which interest accrues from time to time, if at all, with respect
to each such class or the method of determining such rate, and whether interest
with respect to each such class will accrue from time to time on its aggregate
principal amount, if any, or on a specified notional amount, if at all; (ii)
information with respect to any other classes of Certificates of the same
series; (iii) the respective dates on which distributions are to be made; (iv)
information as to the assets, including the Mortgage Assets, constituting the
related Trust Fund (all such assets, with respect to the Certificates of any
series, the "Trust Assets"); (v) the circumstances, if any, under which the
related Trust Fund may be subject to early termination; (vi) additional
information with respect to the method of distribution of such Offered
Certificates; (vii) whether one or more REMIC elections will be made and the
designation of the "regular interests" and "residual interests" in each REMIC
to be created; (viii) the initial percentage ownership interest in the related
Trust Fund to be evidenced by each class of Certificates of such series; (ix)
information concerning the Trustee (as defined herein) of the related Trust
Fund; (x) if the related Trust Fund includes Mortgage Loans, information
concerning the Master Servicer and any Special Servicer (each as defined
herein) of such Mortgage Loans; (xi) information as to the nature and extent of
subordination of any class of Certificates of such series, including a class of
Offered Certificates; and (xii) whether such Offered Certificates will be
initially issued in definitive or book-entry form.
AVAILABLE INFORMATION
The Depositor has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (of which this Prospectus forms a part)
under the Securities Act of 1933, as amended, with respect to the Offered
Certificates. This Prospectus and the Prospectus Supplement relating to each
series of Offered Certificates contain summaries of the material terms of the
documents referred to herein and therein, but do not contain all of the
information set forth in the Registration Statement pursuant to the rules and
regulations of the Commission. For further information, reference is made to
such Registration Statement and the exhibits thereto. Such Registration
Statement and exhibits can be inspected and copied at prescribed rates at the
public reference facilities maintained by the Commission at its Public
Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, and at its
Midwest Regional Offices located as follows: Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511; and Northeast Regional
Office, Seven World Trade Center, Suite 1300, New York, New York 10048. The
Commission maintains a Web site at http://www.sec.gov containing reports, proxy
and information statements and other information regarding registrants,
including the Depositor, that file electronically with the Commission.
No dealer, salesman, or any other person has been authorized to give any
information, or to make any representations, other than those contained in this
Prospectus or any related Prospectus Supplement, and, if given or made, such
information or representations must not be relied upon as having been
authorized by the Depositor or any dealer, salesman, or any other person.
Neither the delivery of this Prospectus or any related Prospectus Supplement
nor any sale made hereunder or thereunder shall under any circumstances create
an implication that there has been no change in the information herein or
therein since the date hereof. This Prospectus and any related Prospectus
Supplement are not an offer to sell or a solicitation of an offer to buy any
security in any jurisdiction in which it is unlawful to make such offer or
solicitation.
The Master Servicer or another specified person will cause to be provided
to registered holders of the Offered Certificates of each series periodic
unaudited reports concerning the related Trust Fund.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
There are incorporated herein by reference all documents and reports filed
or caused to be filed by the Depositor with respect to a Trust Fund pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934, as amended,
prior to the termination of an offering of Offered Certificates evidencing
interests therein. The Depositor will provide or cause to be provided without
charge to each person to whom this Prospectus is delivered in connection with
the offering of one or more classes of Offered Certificates, upon written or
oral request of such person, a copy of any or all documents or reports
incorporated herein by reference, in each case to the extent such documents or
reports relate to one or more of such classes of such Offered Certificates,
other than the exhibits to such documents (unless such exhibits are
specifically incorporated by reference in such documents). Requests to the
Depositor should be directed in writing to its principal executive offices at
650 Dresher Road, Horsham, Pennsylvania 19044, or by telephone at (215)
328-3164.
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<PAGE>
SUMMARY OF PROSPECTUS
The following summary of certain pertinent information is qualified in its
entirety by reference to the more detailed information appearing elsewhere in
this Prospectus and by reference to the information with respect to each series
of Certificates contained in the Prospectus Supplement to be prepared and
delivered in connection with the offering of Offered Certificates of such
series. An Index of Principal Definitions is included at the end of this
Prospectus.
SECURITIES OFFERED.......... Mortgage pass-through certificates.
DEPOSITOR................... GMAC Commercial Mortgage Securities, Inc., an
indirect wholly-owned subsidiary of GMAC
Commercial Mortgage Corporation ("GMACCM"). See
"The Depositor".
TRUSTEE..................... The trustee (the "Trustee") for each series of
Certificates will be named in the related
Prospectus Supplement. See "The Pooling and
Servicing Agreements--The Trustee".
MASTER SERVICER............. If a Trust Fund includes Mortgage Loans, then
the servicer or the master servicer (each, a
"Master Servicer") for the corresponding series
of Certificates will be named in the related
Prospectus Supplement. The Master Servicer for
any series of Certificates may be GMACCM or
another affiliate of the Depositor. The Master
Servicer may also be the Special Servicer for
such series and, in such dual capacity, would be
referred to as the "Servicer". See "GMAC
Commercial Mortgage Corporation" and "The Pooling
and Servicing Agreements--Certain Matters
Regarding the Master Servicer and the Depositor".
SPECIAL SERVICER............ If a Trust Fund includes Mortgage Loans, then
any special servicers (each, a "Special
Servicer") for the corresponding series of
Certificates will be named, or the circumstances
under which a Special Servicer may be appointed
will be described, in the related Prospectus
Supplement. A Special Servicer for any series of
Certificates may be the Master Servicer or an
affiliate of the Depositor or the Master
Servicer. See "The Pooling and Servicing
Agreements--Special Servicers".
MBS ADMINISTRATOR........... If a Trust Fund includes MBS, then the entity
responsible for administering such MBS (the "MBS
Administrator") will be named in the related
Prospectus Supplement. If an entity other than
the Trustee and the Master Servicer is the MBS
Administrator, such entity will be herein
referred to as the "Manager". The Manager for any
series of Certificates may be GMACCM or another
affiliate of the Depositor.
THE MORTGAGE ASSETS......... The Mortgage Assets will be the primary asset
of any Trust Fund. The Mortgage Assets with
respect to each series of Certificates will, in
general, consist of a pool of Mortgage Loans
secured by first or junior liens on, as described
herein, multifamily residential properties or
commercial properties. If so specified in the
related Prospectus Supplement, a Trust Fund
5
<PAGE>
may include Mortgage Loans secured by liens on
real estate projects under construction. The
Mortgage Loans will not be guaranteed or insured
by the Depositor, GMACCM or any of their
affiliates or, unless otherwise provided in the
related Prospectus Supplement, by any
governmental agency or instrumentality or by any
other person. If so specified in the related
Prospectus Supplement, some Mortgage Loans may
be delinquent or non-performing as of the date
the related Trust Fund is formed.
As and to the extent described in the related
Prospectus Supplement, a Mortgage Loan (i) may
provide for no accrual of interest or for
accrual of interest thereon at an interest rate
(a "Mortgage Rate") that is fixed over its term
or that adjusts from time to time, or that may
be converted at the borrower's election from an
adjustable to a fixed Mortgage Rate, or from a
fixed to an adjustable Mortgage Rate, (ii) may
provide for level payments to maturity or for
payments that adjust from time to time to
accommodate changes in the Mortgage Rate or to
reflect the occurrence of certain events, and
may permit negative amortization, (iii) may be
fully amortizing or may be partially amortizing
or non-amortizing, with a balloon payment due on
its stated maturity date, (iv) may prohibit over
its term or for a certain period prepayments
and/or require payment of a premium or a yield
maintenance penalty in connection with certain
prepayments and (v) may provide for payments of
principal, interest or both, on due dates that
occur monthly, quarterly, semi-annually or at
such other interval as is specified in the
related Prospectus Supplement. Unless otherwise
provided in the related Prospectus Supplement,
each Mortgage Loan will have had an original
term to maturity of not more than 40 years.
Unless otherwise provided in the related
Prospectus Supplement, no Mortgage Loan will
have been originated by the Depositor; however,
some or all of the Mortgage Loans in any Trust
Fund may have been originated by GMACCM or
another affiliate of the Depositor. See
"Description of the Trust Funds--Mortgage
Loans".
If and to the extent specified in the related
Prospectus Supplement, the Mortgage Assets with
respect to a series of Certificates may also
include, or consist of, MBS, provided that each
MBS will evidence an interest in, or will be
secured by a pledge of, one or more mortgage
loans that conform to the descriptions of the
Mortgage Loans contained herein. See
"Description of the Trust Funds--MBS".
THE CERTIFICATES............ Each series of Certificates will be issued in
one or more classes pursuant to a pooling and
servicing agreement or other agreement specified
in the related Prospectus Supplement (in either
case, a "Pooling And Servicing Agreement") and
will represent in the aggregate the entire
beneficial ownership interest in the related
Trust Fund.
6
<PAGE>
As described in the related Prospectus
Supplement, the Certificates of each series,
including the Offered Certificates of such
series, may consist of one or more classes of
Certificates that, among other things: (i) are
senior (collectively, "Senior Certificates") or
subordinate (collectively, "Subordinate
Certificates") to one or more other classes of
Certificates in entitlement to certain
distributions on the Certificates; (ii) are
entitled to distributions of principal, with
disproportionate, nominal or no distributions of
interest (collectively, "Stripped Principal
Certificates"); (iii) are entitled to
distributions of interest, with
disproportionate, nominal or no distributions of
principal (collectively, "Stripped Interest
Certificates"); (iv) provide for distributions
of interest thereon or principal thereof that
commence only after the occurrence of certain
events, such as the retirement of one or more
other classes of Certificates of such series;
(v) provide for distributions of principal
thereof to be made, from time to time or for
designated periods, at a rate that is faster
(and, in some cases, substantially faster) or
slower (and, in some cases, substantially
slower) than the rate at which payments or other
collections of principal are received on the
Mortgage Assets in the related Trust Fund; (vi)
provide for distributions of principal thereof
to be made, subject to available funds, based on
a specified principal payment schedule or other
methodology; or (vii) provide for distribution
based on collections on the Mortgage Assets in
the related Trust Fund attributable to
prepayment premiums, yield maintenance penalties
or equity participations.
Each class of Certificates, other than certain
classes of Stripped Interest Certificates and
certain classes of REMIC Residual Certificates
(as defined herein), will have an initial stated
principal amount (a "Certificate Balance"); and
each class of Certificates, other than certain
classes of Stripped Principal Certificates and
certain classes of REMIC Residual Certificates,
will accrue interest on its Certificate Balance
or, in the case of certain classes of Stripped
Interest Certificates, on a notional amount (a
"Notional Amount") based on a fixed, variable or
adjustable interest rate (a "Pass-Through
Rate"). The related Prospectus Supplement will
specify the Certificate Balance, Notional Amount
and/or Pass-Through Rate (or, in the case of a
variable or adjustable Pass-Through Rate, the
method for determining such rate), as
applicable, for each class of Offered
Certificates.
If so specified in the related Prospectus
Supplement, a class of Certificates may have two
or more component parts, each having
characteristics that are otherwise described
herein as being attributable to separate and
distinct classes.
The Certificates will not be guaranteed or
insured by the Depositor, by the Master
Servicer, by GMACCM or any of their affiliates,
by any governmental agency or instrumentality or
by any other person or entity, unless otherwise
provided in the related Prospectus Supplement.
See "Risk Factors--Limited Obligations".
7
<PAGE>
DISTRIBUTIONS OF INTEREST ON
THE CERTIFICATES........... Interest on each class of Offered Certificates
(other than certain classes of Stripped Principal
Certificates and certain classes of REMIC
Residual Certificates) of each series will accrue
at the applicable Pass-Through Rate on the
Certificate Balance or, in the case of certain
classes of Stripped Interest Certificates, the
Notional Amount thereof outstanding from time to
time and will be distributed to
Certificateholders as provided in the related
Prospectus Supplement (each of the specified
dates on which distributions are to be made, a
"Distribution Date"). Distributions of interest
with respect to one or more classes of
Certificates (collectively, "Accrual
Certificates") may not commence until the
occurrence of certain events, such as the
retirement of one or more other classes of
Certificates, and interest accrued with respect
to a class of Accrual Certificates prior to the
occurrence of such an event will either be added
to the Certificate Balance thereof or otherwise
deferred as described in the related Prospectus
Supplement. Distributions of interest with
respect to one or more classes of Certificates
may be reduced to the extent of certain
delinquencies, losses and other contingencies
described herein and in the related Prospectus
Supplement. See "Risk Factors--Yield and
Prepayment Considerations", "Yield and Maturity
Considerations--Certain Shortfalls in
Collections of Interest" and "Description of the
Certificates--Distributions of Interest on the
Certificates".
DISTRIBUTIONS OF PRINCIPAL OF
THE CERTIFICATES............ As and to the extent described in each
Prospectus Supplement, distributions of principal
with respect to the related series of
Certificates will be made on each Distribution
Date to the holders of the class or classes of
Certificates of such series entitled thereto
until the Certificate Balances of such
Certificates have been reduced to zero.
Distributions of principal with respect to one or
more classes of Certificates: (i) may be made at
a rate that is faster (and, in some cases,
substantially faster) or slower (and, in some
cases, substantially slower) than the rate at
which payments or other collections of principal
are received on the Mortgage Assets in the
related Trust Fund; (ii) may not commence until
the occurrence of certain events, such as the
retirement of one or more other classes of
Certificates of the same series; (iii) may be
made, subject to certain limitations, based on a
specified principal payment schedule; or (iv) may
be contingent on the specified principal payment
schedule for another class of the same series and
the rate at which payments and other collections
of principal on the Mortgage Assets in the
related Trust Fund are received. Unless otherwise
specified in the related Prospectus Supplement,
distributions of principal of any class of
Offered Certificates will be made on a pro rata
basis among all of the Certificates of such
class. See "Description of the
Certificates--Distributions of Principal of the
Certificates".
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<PAGE>
CREDIT SUPPORT AND CASH FLOW
AGREEMENTS................. If so provided in the related Prospectus
Supplement, partial or full protection against
certain defaults and losses on the Mortgage
Assets in the related Trust Fund may be provided
to one or more classes of Certificates of the
related series in the form of subordination of
one or more other classes of Certificates of such
series, which other classes may include one or
more classes of Offered Certificates, or by one
or more other types of credit support, such as a
letter of credit, insurance policy, guarantee,
reserve fund or another type of credit support,
or a combination thereof (any such coverage with
respect to the Certificates of any series,
"Credit Support"). If so provided in the related
Prospectus Supplement, a Trust Fund may include:
(i) guaranteed investment contracts pursuant to
which moneys held in the funds and accounts
established for the related series will be
invested at a specified rate; or (ii) certain
other agreements, such as interest rate exchange
agreements, interest rate cap or floor
agreements, or other agreements designed to
reduce the effects of interest rate fluctuations
on the Mortgage Assets or on one or more classes
of Certificates (any such agreement, in the case
of clause (i) or (ii), a "Cash Flow Agreement").
Certain relevant information regarding any
applicable Credit Support or Cash Flow Agreement
will be set forth in the Prospectus Supplement
for a series of Offered Certificates. See "Risk
Factors--Credit Support Limitations",
"Description of the Trust Funds--Credit Support"
and "--Cash Flow Agreements" and "Description of
Credit Support".
ADVANCES.................... If and to the extent provided in the related
Prospectus Supplement, if a Trust Fund includes
Mortgage Loans, the Master Servicer, a Special
Servicer, the Trustee, any provider of Credit
Support and/or any other specified person may be
obligated to make, or have the option of making,
certain advances with respect to delinquent
scheduled payments of principal and/or interest
on such Mortgage Loans. Any such advances made
with respect to a particular Mortgage Loan will
be reimbursable from subsequent recoveries in
respect of such Mortgage Loan and otherwise to
the extent described herein and in the related
Prospectus Supplement. See "Description of the
Certificates-Advances in respect of
Delinquencies". If and to the extent provided in
the Prospectus Supplement for a series of
Certificates, any entity making such advances
may be entitled to receive interest thereon for
a specified period during which certain or all
of such advances are outstanding, payable from
amounts in the related Trust Fund. See
"Description of the Certificates-Advances in
Respect of Delinquencies". If a Trust Fund
includes MBS, any comparable advancing
obligation of a party to the related Pooling and
Servicing Agreement, or of a party to the
related MBS Agreement, will be described in the
related Prospectus Supplement.
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<PAGE>
OPTIONAL TERMINATION........ The Master Servicer, the Depositor or, if
specified in the related Prospectus Supplement,
the holder of the residual interest in a REMIC
may at its option either (i) effect early
retirement of a series of Certificates through
the purchase of the assets in the related Trust
Fund or (ii) purchase, in whole but not in part,
the Certificates specified in the related
Prospectus Supplement; in each case under the
circumstances and in the manner set forth herein
under "Description of the
Certificates--Termination; Retirement of
Certificates" and in the related Prospectus
Supplement.
CERTAIN FEDERAL INCOME TAX
CONSEQUENCES............... The Certificates of each series will constitute
"regular interests" ("REMIC Regular
Certificates") and "residual interests" ("REMIC
Residual Certificates") in a Trust Fund, or a
designated portion thereof, treated as a REMIC
under Sections 860A through 860G of the Internal
Revenue Code of 1986 (the "Code").
Investors are advised to consult their tax
advisors and to review "Certain Federal Income
Tax Consequences" herein and in the related
Prospectus Supplement.
ERISA CONSIDERATIONS........ Fiduciaries of employee benefit plans and
certain other retirement plans and arrangements,
including individual retirement accounts,
annuities, Keogh plans, and collective investment
funds and separate accounts (and, as applicable,
insurance company general accounts) in which such
plans, accounts, annuities or arrangements are
invested, that are subject to the Employee
Retirement Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Code,
should review with their legal advisors whether
the purchase or holding of Offered Certificates
could give rise to a transaction that is
prohibited or is not otherwise permissible either
under ERISA or Section 4975 of the Code. See
"ERISA Considerations" herein and in the related
Prospectus Supplement.
LEGAL INVESTMENT............ The Offered Certificates will constitute
"Mortgage Related Securities" for purposes of the
Secondary Mortgage Market Enhancement Act of
1984, as amended ("SMMEA"), only if so specified
in the related Prospectus Supplement. Investors
whose investment authority is subject to legal
restrictions should consult their legal advisors
to determine whether and to what extent the
Offered Certificates constitute legal investments
for them. See "Legal Investment" herein and in
the related Prospectus Supplement.
RATING...................... At their respective dates of issuance, each
class of Offered Certificates will be rated not
lower than investment grade by one or more
nationally recognized statistical rating agencies
(each, a "Rating Agency"). See "Rating" herein
and in the related Prospectus Supplement.
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RISK FACTORS
In considering an investment in the Offered Certificates of any series,
investors should consider, among other things, the following risk factors and
any other factors set forth under the heading "Risk Factors" in the related
Prospectus Supplement. In general, to the extent that the factors discussed
below pertain to or are influenced by the characteristics or behavior of
Mortgage Loans included in a particular Trust Fund, they would similarly
pertain to and be influenced by the characteristics or behavior of the mortgage
loans underlying any MBS included in such Trust Fund.
LIMITED LIQUIDITY
There can be no assurance that a secondary market for the Offered
Certificates of any series will develop or, if it does develop, that it will
provide holders with liquidity of investment or that it will continue for as
long as such Certificates remain outstanding. The Prospectus Supplement for any
series of Offered Certificates may indicate that an underwriter specified
therein intends to establish a secondary market in such Offered Certificates;
however, no underwriter will be obligated to do so. The Certificates will not
be listed on any securities exchange.
LIMITED OBLIGATIONS
The Certificates will not represent an interest in or obligation of the
Depositor, the Master Servicer, GMACCM or any of their affiliates. The only
obligations of the foregoing entities with respect to the Certificates or the
Mortgage Assets will be the obligations (if any) of the Depositor and the
Master Servicer pursuant to certain limited representations and warranties made
with respect to the Mortgage Assets, the Master Servicer's servicing
obligations under the related Pooling and Servicing Agreement (including its
limited obligation to make certain advances in the event of delinquencies on
the Mortgage Loans, but only to the extent deemed recoverable) and pursuant to
the terms of any MBS, and such other limited obligations of the Master Servicer
and the Depositor as may be described in the related Prospectus Supplement.
Neither the Certificates nor the underlying Mortgage Assets will be guaranteed
or insured by the Depositor, the Master Servicer, GMACCM or any of their
affiliates or, unless otherwise specified in the related Prospectus Supplement,
by any governmental agency or instrumentality. Proceeds of the Trust Assets
included in the related Trust Fund for each series of Certificates (including
the Mortgage Assets, any fund or instrument constituting Credit Support and any
Cash Flow Agreements) will be the sole source of payments on the Certificates,
and there will be no recourse to the Depositor, the Master Servicer, GMACCM or
any other entity in the event that such proceeds are insufficient or otherwise
unavailable to make all payments provided for under the Certificates.
CREDIT SUPPORT LIMITATIONS
The Prospectus Supplement for a series of Certificates will describe any
Credit Support provided with respect thereto. Use of Credit Support will be
subject to the conditions and limitations described herein and in the related
Prospectus Supplement. Moreover, such Credit Support may not cover all
potential losses; for example, Credit Support may or may not cover loss by
reason of fraud or negligence by a mortgage loan originator or other parties.
A series of Certificates may include one or more classes of Subordinate
Certificates (which may include Offered Certificates), if so provided in the
related Prospectus Supplement. Although subordination is intended to reduce the
likelihood of temporary shortfalls and ultimate losses to holders of Senior
Certificates, the amount of subordination will be limited and may decline under
certain circumstances. In addition, if principal payments on one or more
classes of Offered Certificates of a series are made in a specified order of
priority, any related Credit Support may be exhausted before the principal of
the later paid classes of Offered Certificates of such series has been repaid
in full. As a result, the impact of losses and shortfalls experienced with
respect to the Mortgage Assets may fall primarily upon those classes of Offered
Certificates having a later right of payment. Moreover, if a form of Credit
Support covers the Offered Certificates of more than one series and losses on
the related Mortgage Assets exceed the amount of such Credit Support, it is
possible that the holders of Offered Certificates of one (or more) such series
will be disproportionately benefited by such Credit Support to the detriment of
the holders of Offered Certificates of one (or more) other such series.
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The amount of any applicable Credit Support supporting one or more classes
of Offered Certificates, including the subordination of one or more classes of
Certificates, will be determined on the basis of criteria established by each
Rating Agency rating such classes of Certificates based on an assumed level of
defaults, delinquencies and losses on the underlying Mortgage Assets and
certain other factors. There can, however, be no assurance that the loss
experience on the related Mortgage Assets will not exceed such assumed levels.
See "Description of the Certificates--Allocation of Losses and Shortfalls" and
"Description of Credit Support".
YIELD AND PREPAYMENT CONSIDERATIONS
The yield to maturity of the Offered Certificates of each series will
depend on the rate and timing of principal payments (including prepayments,
liquidations due to defaults, and repurchases for breaches of representations
and warranties or document defects) on the Mortgage Loans and the price paid by
Certificateholders. Such yield may be adversely affected by a higher or lower
than anticipated rate of prepayments on the related Mortgage Loans. The yield
to maturity on Stripped Interest Certificates and Stripped Principal
Certificates will be extremely sensitive to the rate of prepayments on the
related Mortgage Loans. In addition, the yield to maturity on certain other
types of classes of Certificates, including Accrual Certificates, Certificates
with a Pass-Through Rate which fluctuates inversely with an index or certain
other classes in a series including more than one class of Certificates, may be
relatively more sensitive to the rate of prepayment on the related Mortgage
Loans than other classes of Certificates. The rate of principal payments on
pools of mortgage loans varies among pools and from time to time is influenced
by a variety of economic, demographic, geographic, social, tax, legal and other
factors, including prevailing mortgage market interest rates and the particular
terms of the Mortgage Loans (e.g., provisions that prohibit voluntary
prepayments during specified periods or impose penalties in connection
therewith). There can be no assurance as to the actual rate of prepayment on
the Mortgage Loans in any Trust Fund or that such rate of prepayment will
conform to any model described herein or in any Prospectus Supplement. See
"Yield and Maturity Considerations" herein.
INVESTMENT IN COMMERCIAL AND MULTIFAMILY MORTGAGE LOANS
A description of certain material considerations associated with
investments in mortgage loans is included herein under "Certain Legal Aspects
of Mortgage Loans". Mortgage loans made on the security of multifamily or
commercial property may have a greater likelihood of delinquency and
foreclosure, and a greater likelihood of loss in the event thereof, than loans
made on the security of an owner-occupied single-family property. See
"Description of the Trust Funds--Mortgage Loans--Default and Loss
Considerations with Respect to the Mortgage Loans". The ability of a borrower
to repay a loan secured by an income-producing property typically is dependent
primarily upon the successful operation of such property rather than upon the
existence of independent income or assets of the borrower; thus, the value of
an income-producing property is directly related to the net operating income
derived from such property. If the net operating income of the property is
reduced (for example, if rental or occupancy rates decline or real estate tax
rates or other operating expenses increase), the borrower's ability to repay
the loan may be impaired. A number of the Mortgage Loans may be secured by
liens on owner-occupied Mortgaged Properties or on Mortgaged Properties leased
to a single tenant or a small number of significant tenants. Accordingly, a
decline in the financial condition of the borrower or a significant tenant, as
applicable, may have a disproportionately greater effect on the net operating
income from such Mortgaged Properties than would be the case with respect to
Mortgaged Properties with multiple tenants. Furthermore, the value of any
Mortgaged Property may be adversely affected by factors generally incident to
interests in real property, including changes in general or local economic
conditions and/or specific industry segments; declines in real estate values;
declines in rental or occupancy rates; increases in interest rates, real estate
tax rates and other operating expenses; changes in governmental rules,
regulations and fiscal policies, including environmental legislation; natural
disasters and civil disturbances such as earthquakes, hurricanes, floods,
eruptions or riots; and other circumstances, conditions or events beyond the
control of a Master Servicer.
Additional considerations may be presented by the type and use of a
particular Mortgaged Property. For instance, Mortgaged Properties that operate
as hospitals and nursing homes are subject to
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significant governmental regulation of the ownership, operation, maintenance
and financing of health care institutions. Hotel and motel properties are often
operated pursuant to franchise, management or operating agreements that may be
terminable by the franchisor or operator, and the transferability of a hotel's
operating, liquor and other licenses upon a transfer of the hotel, whether
through purchase or foreclosure, is subject to local law requirements.
It is anticipated that some or all of the Mortgage Loans included in any
Trust Fund will be nonrecourse loans or loans for which recourse may be
restricted or unenforceable. As to any such Mortgage Loan, recourse in the
event of borrower default will be limited to the specific real property and
other assets, if any, that were pledged to secure the Mortgage Loan. However,
even with respect to those Mortgage Loans that provide for recourse against the
borrower and its assets generally, there can be no assurance that enforcement
of such recourse provisions will be practicable, or that the assets of the
borrower will be sufficient to permit a recovery in respect of a defaulted
Mortgage Loan in excess of the liquidation value of the related Mortgaged
Property. See "Certain Legal Aspects of Mortgage Loans--
Foreclosure--Anti-Deficiency Legislation".
Further, the concentration of default, foreclosure and loss risks in
individual Mortgage Loans in a particular Trust Fund will generally be greater
than for pools of single-family loans because Mortgage Loans in a Trust Fund
will generally consist of a smaller number of higher balance loans than would a
pool of single-family loans of comparable aggregate unpaid principal balance.
BALLOON PAYMENTS; BORROWER DEFAULT
Certain of the Mortgage Loans included in a Trust Fund may be
non-amortizing or only partially amortizing over their terms to maturity and,
thus, will require substantial payments of principal and interest (that is,
balloon payments) at their stated maturity. Mortgage Loans of this type involve
a greater likelihood of default than self-amortizing loans because the ability
of a borrower to make a balloon payment typically will depend upon its ability
either to refinance the loan or to sell the related Mortgaged Property. The
ability of a borrower to accomplish either of these goals will be affected by a
number of factors, including the value of the related Mortgaged Property, the
level of available mortgage rates at the time of sale or refinancing, the
borrower's equity in the related Mortgaged Property, the financial condition
and operating history of the borrower and the related Mortgaged Property, tax
laws, rent control laws (with respect to certain residential properties),
Medicaid and Medicare reimbursement rates (with respect to hospitals and
nursing homes), prevailing general economic conditions and the availability of
credit for loans secured by multifamily or commercial, as the case may be, real
properties generally. Neither the Depositor nor any of its affiliates will be
required to refinance any Mortgage Loan.
If and to the extent described herein and in the related Prospectus
Supplement, in order to maximize recoveries on defaulted Mortgage Loans, the
Master Servicer or a Special Servicer will be permitted (within prescribed
limits) to extend and modify Mortgage Loans that are in default or as to which
a payment default is imminent. See "The Pooling and Servicing
Agreements--Realization upon Defaulted Mortgage Loans". While a Master Servicer
or a Special Servicer generally will be required to determine that any such
extension or modification is reasonably likely to produce a greater recovery
than liquidation, taking into account the time value of money, there can be no
assurance that any such extension or modification will in fact increase the
present value of receipts from or proceeds of the affected Mortgage Loans.
LEASES AND RENTS
Each Mortgage Loan included in any Trust Fund secured by Mortgaged
Property that is subject to leases typically will be secured by an assignment
of leases and rents pursuant to which the borrower assigns to the lender its
right, title and interest as landlord under the leases of the related Mortgaged
Property, and the income derived therefrom, as further security for the related
Mortgage Loan, while retaining a license to collect rents for so long as there
is no default. If the borrower defaults, the license terminates and the lender
is entitled to collect rents. Some state laws may require that the lender take
possession of the Mortgaged Property and obtain a judicial appointment of a
receiver before becoming
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entitled to collect the rents. In addition, if bankruptcy or similar
proceedings are commenced by or in respect of the borrower, the lender's
ability to collect the rents may be adversely affected. See "Certain Legal
Aspects of Mortgage Loans--Leases and Rents".
ENVIRONMENTAL CONSIDERATIONS
Under the laws of certain states, contamination of real property may give
rise to a lien on the property to assure the costs of cleanup. In several
states, such a lien has priority over an existing mortgage lien on such
property. In addition, under the laws of some states and under the federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended, a lender may be liable, as an "owner" or "operator", for costs of
addressing releases or threatened releases of hazardous substances at a
property, if agents or employees of the lender have become sufficiently
involved in the operations of the borrower, regardless of whether the
environmental damage or threat was caused by the borrower or a prior owner. A
lender also risks such liability on foreclosure of the mortgage.
DESCRIPTION OF THE TRUST FUNDS
GENERAL
The primary assets of each Trust Fund will consist of Mortgage Loans (see
"--Mortgage Loans" below), MBS (see "--MBS" below) or a combination of Mortgage
Loans and MBS. Each Trust Fund will be established by the Depositor. Each
Mortgage Asset will be selected by the Depositor for inclusion in a Trust Fund
from among those purchased, either directly or indirectly, from a prior holder
thereof (a "Mortgage Asset Seller"), which prior holder may or may not be the
originator of such Mortgage Loan or the issuer of such MBS and may be GMACCM or
another affiliate of the Depositor. The Mortgage Assets will not be guaranteed
or insured by the Depositor, GMACCM or any of their affiliates or, unless
otherwise provided in the related Prospectus Supplement, by any governmental
agency or instrumentality or by any other person. The discussion below under
the heading "--Mortgage Loans", unless otherwise noted, applies equally to
mortgage loans underlying any MBS included in a particular Trust Fund.
MORTGAGE LOANS
General. The Mortgage Loans will be evidenced by promissory notes (the
"Mortgage Notes") secured by mortgages, deeds of trust or similar security
instruments (the "Mortgages") that create first or junior liens on fee or
leasehold estates in properties (the "Mortgaged Properties") consisting of (i)
residential properties consisting of five or more rental or cooperatively-owned
dwelling units in high-rise, mid-rise or garden apartment buildings or other
residential structures ("Multifamily Properties") or (ii) office buildings,
retail stores and establishments, hotels or motels, nursing homes, hospitals or
other health care-related facilities, mobile home parks, warehouse facilities,
mini-warehouse facilities, self-storage facilities, industrial plants, parking
lots, mixed use or various other types of income-producing properties or
unimproved land ("Commercial Properties"). The Multifamily Properties may
include mixed commercial and residential structures and apartment buildings
owned by private cooperative housing corporations ("Cooperatives"). Unless
otherwise specified in the related Prospectus Supplement, each Mortgage will
create a first priority mortgage lien on a borrower's fee estate in a Mortgaged
Property. If a Mortgage creates a lien on a borrower's leasehold estate in a
property, then, unless otherwise specified in the related Prospectus
Supplement, the term of any such leasehold will exceed the term of the Mortgage
Note by at least ten years. Unless otherwise specified in the related
Prospectus Supplement, each Mortgage Loan will have been originated by a person
(the "Originator") other than the Depositor; however, the Originator may be
GMACCM or, alternatively, may be or may have been another affiliate of the
Depositor.
If so provided in the related Prospectus Supplement, Mortgage Assets for a
series of Certificates may include Mortgage Loans secured by junior liens, and
the loans secured by the related senior liens ("Senior Liens") may not be
included in the Mortgage Pool. The primary risk to holders of Mortgage Loans
secured by junior liens is the possibility that adequate funds will not be
received in connection with
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a foreclosure of the related Senior Liens to satisfy fully both the Senior
Liens and the Mortgage Loan. In the event that a holder of a Senior Lien
forecloses on a Mortgaged Property, the proceeds of the foreclosure or similar
sale will be applied first to the payment of court costs and fees in connection
with the foreclosure, second to real estate taxes, third in satisfaction of all
principal, interest, prepayment or acceleration penalties, if any, and any
other sums due and owing to the holder of the Senior Liens. The claims of the
holders of the Senior Liens will be satisfied in full out of proceeds of the
liquidation of the related Mortgage Property, if such proceeds are sufficient,
before the Trust Fund as holder of the junior lien receives any payments in
respect of the Mortgage Loan. If the Master Servicer were to foreclose on any
Mortgage Loan, it would do so subject to any related Senior Liens. In order for
the debt related to such Mortgage Loan to be paid in full at such sale, a
bidder at the foreclosure sale of such Mortgage Loan would have to bid an
amount sufficient to pay off all sums due under the Mortgage Loan and any
Senior Liens or purchase the Mortgaged Property subject to such Senior Liens.
In the event that such proceeds from a foreclosure or similar sale of the
related Mortgaged Property are insufficient to satisfy all Senior Liens and the
Mortgage Loan in the aggregate, the Trust Fund, as the holder of the junior
lien, and, accordingly, holders of one or more classes of the Certificates of
the related series bear (i) the risk of delay in distributions while a
deficiency judgment against the borrower is obtained and (ii) the risk of loss
if the deficiency judgment is not realized upon. Moreover, deficiency judgments
may not be available in certain jurisdictions or the Mortgage Loan may be
nonrecourse.
If so specified in the related Prospectus Supplement, Mortgage Assets for
a series of Certificates may include Mortgage Loans made on the security of
real estate projects under construction. In that case, the related Prospectus
Supplement will describe the procedures and timing for making disbursements
from construction reserve funds as portions of the related real estate project
are completed. In addition, the Mortgage Assets for a particular series of
Certificates may include Mortgage Loans that are delinquent or non-performing
as of the date such Certificates are issued. In that case, the related
Prospectus Supplement will set forth, as to each such Mortgage Loan, available
information as to the period of such delinquency or non-performance, any
forbearance arrangement then in effect, the condition of the related Mortgaged
Property and the ability of the Mortgaged Property to generate income to
service the mortgage debt.
Default and Loss Considerations with Respect to the Mortgage
Loans. Mortgage loans secured by liens on income-producing properties are
substantially different from loans made on the security of owner-occupied
single-family homes. The repayment of a loan secured by a lien on an
income-producing property is typically dependent upon the successful operation
of such property (that is, its ability to generate income). Moreover, some or
all of the Mortgage Loans included in a particular Trust Fund may be
non-recourse loans, which means that, absent special facts, recourse in the
case of default will be limited to the Mortgaged Property and such other
assets, if any, that were pledged to secure repayment of the Mortgage Loan.
Lenders typically look to the Debt Service Coverage Ratio of a loan
secured by income-producing property as an important factor in evaluating the
likelihood of default on such a loan. Unless otherwise defined in the related
Prospectus Supplement, the "Debt Service Coverage Ratio," "Underwritten Debt
Service Coverage Ratio" or "Underwritten DSCR" means, with respect to any
Mortgage Loan, or with respect to a Mortgage Loan evidenced by one Mortgage
Note, but secured by multiple Mortgaged Properties, (a) the Underwritten Cash
flow for the Mortgaged Property, divided by (b) the Annual Debt Service for
such Mortgage Loan. "Underwritten Cash Flow" with respect to any Mortgaged
Property, means an estimate of cash flow available for debt service in a
typical year of stable, normal operations. In general, it is the estimated
revenue derived from the use and operation of such Mortgaged Property less the
sum of (a) estimated operating expenses (such as utilities, administrative
expenses, repairs and maintenance, management and franchise fees and
advertising), (b) fixed expenses (such as insurance, real estate taxes and, if
applicable, ground lease payments) and (c) capital expenditures and reserves
for capital expenditures, including tenant improvement costs and leasing
commissions. Underwritten Cash Flow generally does not reflect interest expense
and non-cash items such as depreciation and amortization. "Annual Debt Service"
means for any Mortgage Loan 12 times the monthly payment in effect as of the
Cut-off Date or, for any Mortgage Loans that pay interest only for a period of
time,
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12 times the monthly payment in effect at the end of such period. The
Underwritten Cash Flow of a Mortgaged Property will generally fluctuate over
time and may or may not be sufficient to cover debt service on the related
Mortgage Loan at any given time. As the primary source of the operating
revenues of a non-owner occupied, income-producing property, rental income
(and, with respect to a Mortgage Loan secured by a Cooperative apartment
building, maintenance payments from tenant-stockholders of a Cooperative) may
be affected by the condition of the applicable real estate market and/or area
economy. In addition, properties typically leased, occupied or used on a
short-term basis, such as certain health care-related facilities, hotels and
motels, and mini-warehouse and self-storage facilities, tend to be affected
more rapidly by changes in market or business conditions than do properties
typically leased for longer periods, such as warehouses, retail stores, office
buildings and industrial plants. Commercial Properties may be owner-occupied or
leased to a small number of tenants. Thus, the Underwritten Cash Flow of such a
Mortgaged Property may depend substantially on the financial condition of the
borrower or a tenant, and Mortgage Loans secured by liens on such properties
may pose a greater likelihood of default and loss than loans secured by liens
on Multifamily Properties or on multi-tenant Commercial Properties.
Increases in operating expenses due to the general economic climate or
economic conditions in a locality or industry segment, such as increases in
interest rates, real estate tax rates, energy costs, labor costs and other
operating expenses, and/or to changes in governmental rules, regulations and
fiscal policies, may also affect the likelihood of default on a Mortgage Loan.
As may be further described in the related Prospectus Supplement, in some cases
leases of Mortgaged Properties may provide that the lessee, rather than the
borrower/landlord, is responsible for payment of operating expenses ("Net
Leases"). However, the existence of such "net of expense" provisions will
result in stable Underwritten Cash Flow to the borrower/landlord only to the
extent that the lessee is able to absorb operating expense increases while
continuing to make rent payments.
Lenders also look to the Loan-to-Value Ratio of a mortgage loan as a
factor in evaluating the likelihood of loss if a property must be liquidated
following a default. Unless otherwise defined in the related Prospectus
Supplement, the "Loan-to-Value Ratio" of a Mortgage Loan at any given time is
the ratio (expressed as a percentage) of (i) the then outstanding principal
balance of the Mortgage Loan and any other loans senior thereto that are
secured by the related Mortgaged Property to (ii) the Value of the related
Mortgaged Property. Unless otherwise specified in the related Prospectus
Supplement, the "Value" of a Mortgaged Property will be its fair market value
determined in an appraisal obtained by the Originator at the origination of
such loan. The lower the Loan-to-Value Ratio, the greater the percentage of the
borrower's equity in a Mortgaged Property, and thus (a) the greater the
incentive of the borrower to perform under the terms of the related Mortgage
Loan (in order to protect such equity) and (b) the greater the cushion provided
to the lender against loss on liquidation following a default.
Loan-to-Value Ratios will not necessarily constitute an accurate measure
of the likelihood of liquidation loss in a pool of Mortgage Loans. For example,
the value of a Mortgaged Property as of the date of initial issuance of the
related series of Certificates may be less than the Value determined at loan
origination, and will likely continue to fluctuate from time to time based upon
certain factors including changes in economic conditions and the real estate
market. Moreover, even when current, an appraisal is not necessarily a reliable
estimate of value. Appraised values of income-producing properties are
generally based on the market comparison method (recent resale value of
comparable properties at the date of the appraisal), the cost replacement
method (the cost of replacing the property at such date), the income
capitalization method (a projection of value based upon the property's
projected net cash flow), or upon a selection from or interpolation of the
values derived from such methods. Each of these appraisal methods can present
analytical difficulties. It is often difficult to find truly comparable
properties that have recently been sold; the replacement cost of a property may
have little to do with its current market value; and income capitalization is
inherently based on inexact projections of income and expense and the selection
of an appropriate capitalization rate and discount rate. Where more than one of
these appraisal methods are used and provide significantly different results,
an accurate determination of value and, correspondingly, a reliable analysis of
the likelihood of default and loss, is even more difficult.
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Although there may be multiple methods for determining the value of a
Mortgaged Property, value will in all cases be affected by property
performance. As a result, if a Mortgage Loan defaults because the income
generated by the related Mortgaged Property is insufficient to cover operating
costs and expenses and pay debt service, then the value of the Mortgaged
Property will reflect such and a liquidation loss may occur.
While the Depositor believes that the foregoing considerations are
important factors that generally distinguish loans secured by liens on
income-producing real estate from single-family mortgage loans, there can be no
assurance that all of such factors will in fact have been prudently considered
by the Originators of the Mortgage Loans, or that, for a particular Mortgage
Loan, they are complete or relevant. See "Risk Factors--Investment in
Commercial and Multifamily Mortgage Loans" and "--Balloon Payments; Borrower
Default".
Payment Provisions of the Mortgage Loans. Unless otherwise specified in
the related Prospectus Supplement, all of the Mortgage Loans will (i) have had
original terms to maturity of not more than 40 years and (ii) provide for
scheduled payments of principal, interest or both, to be made on specified
dates ("Due Dates") that occur monthly, quarterly, semi-annually or annually. A
Mortgage Loan (i) may provide for no accrual of interest or for accrual of
interest thereon at a Mortgage Rate that is fixed over its term or that adjusts
from time to time, or that may be converted at the borrower's election from an
adjustable to a fixed Mortgage Rate, or from a fixed to an adjustable Mortgage
Rate, (ii) may provide for level payments to maturity or for payments that
adjust from time to time to accommodate changes in the Mortgage Rate or to
reflect the occurrence of certain events, and may permit negative amortization,
(iii) may be fully amortizing or may be partially amortizing or non-amortizing,
with a balloon payment due on its stated maturity date, and (iv) may prohibit
over its term or for a certain period prepayments (the period of such
prohibition, a "Lock-Out Period" and its date of expiration, a "Lock-Out Date")
and/or require payment of a premium or a yield maintenance penalty (a
"Prepayment Premium") in connection with certain prepayments, in each case as
described in the related Prospectus Supplement. A Mortgage Loan may also
contain a provision that entitles the lender to a share of appreciation of the
related Mortgaged Property, or profits realized from the operation or
disposition of such Mortgaged Property or the benefit, if any, resulting from
the refinancing of the Mortgage Loan (any such provision, an "Equity
Participation"), as described in the related Prospectus Supplement.
Mortgage Loan Information in Prospectus Supplements. Each Prospectus
Supplement will contain certain information pertaining to the Mortgage Loans in
the related Trust Fund, which, to the extent then applicable and specifically
known to the Depositor, will generally include the following: (i) the aggregate
outstanding principal balance and the largest, smallest and average outstanding
principal balance of the Mortgage Loans, (ii) the type or types of property
that provide security for repayment of the Mortgage Loans, (iii) the earliest
and latest origination date and maturity date of the Mortgage Loans, (iv) the
original and remaining terms to maturity of the Mortgage Loans, or the
respective ranges thereof, and the weighted average original and remaining
terms to maturity of the Mortgage Loans, (v) the Loan-to-Value Ratios of the
Mortgage Loans (either at origination or as of a more recent date), or the
range thereof, and the weighted average of such Loan-to-Value Ratios, (vi) the
Mortgage Rates borne by the Mortgage Loans, or range thereof, and the weighted
average Mortgage Rate borne by the Mortgage Loans, (vii) with respect to
Mortgage Loans with adjustable Mortgage Rates ("ARM Loans"), the index or
indices upon which such adjustments are based, the adjustment dates, the range
of gross margins and the weighted average gross margin, and any limits on
Mortgage Rate adjustments at the time of any adjustment and over the life of
the ARM Loan, (viii) information regarding the payment characteristics of the
Mortgage Loans, including, without limitation, balloon payment and other
amortization provisions, Lock-out Periods and Prepayment Premiums, (ix) the
Debt Service Coverage Ratios of the Mortgage Loans (either at origination or as
of a more recent date), or the range thereof, and the weighted average of such
Debt Service Coverage Ratios, and (x) the geographic distribution of the
Mortgaged Properties on a state-by-state basis. In appropriate cases, the
related Prospectus Supplement will also contain certain information available
to the Depositor that pertains to the provisions of leases and the nature of
tenants of the Mortgaged Properties. If the Depositor is unable to provide the
specific information described above at the time Offered Certificates of a
series are initially offered, more general information
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of the nature described above will be provided in the related Prospectus
Supplement, and specific information will be set forth in a report which will
be available to purchasers of those Certificates at or before the initial
issuance thereof and will be filed as part of a Current Report on Form 8-K with
the Commission within fifteen days following such issuance.
MBS
MBS may include (i) private-label (that is, not guaranteed or insured by
the United States or any agency or instrumentality thereof) mortgage
participations, mortgage pass-through certificates or other mortgage-backed
securities or (ii) certificates insured or guaranteed by the Federal Home Loan
Mortgage Corporation ("FHLMC"), the Federal National Mortgage Association
("FNMA"), the Governmental National Mortgage Association or the Federal
Agricultural Mortgage Corporation ("FAMC"), provided that, unless otherwise
specified in the related Prospectus Supplement, each MBS will evidence an
interest in, or will be secured by a pledge of, mortgage loans that conform to
the descriptions of the Mortgage Loans contained herein.
Any MBS will have been issued pursuant to a participation and servicing
agreement, a pooling and servicing agreement, an indenture or similar agreement
(an "MBS Agreement"). The issuer of the MBS (the "MBS Issuer") and/or the
servicer of the underlying mortgage loans (the "MBS Servicer") will have
entered into the MBS Agreement, generally with a trustee (the "MBS Trustee")
or, in the alternative, with the original purchaser or purchasers of the MBS.
The MBS may have been issued in one or more classes with characteristics
similar to the classes of Certificates described herein. Distributions in
respect of the MBS will be made by the MBS Issuer, the MBS Servicer or the MBS
Trustee on the dates specified in the related Prospectus Supplement. The MBS
Issuer or the MBS Servicer or another person specified in the related
Prospectus Supplement may have the right or obligation to repurchase or
substitute assets underlying the MBS after a certain date or under other
circumstances specified in the related Prospectus Supplement.
Reserve funds, subordination or other credit support similar to that
described for the Certificates under "Description of Credit Support" may have
been provided with respect to the MBS. The type, characteristics and amount of
such credit support, if any, will be a function of the characteristics of the
underlying mortgage loans and other factors and generally will have been
established on the basis of the requirements of any Rating Agency that may have
assigned a rating to the MBS, or by the initial purchasers of the MBS.
The Prospectus Supplement for a series of Certificates that evidence
interests in MBS will specify, to the extent available, (i) the aggregate
approximate initial and outstanding principal amount and type of the MBS to be
included in the Trust Fund, (ii) the original and remaining term to stated
maturity of the MBS, if applicable, (iii) the pass-through or bond rate of the
MBS or the formula for determining such rates, (iv) the payment characteristics
of the MBS, (v) the MBS Issuer, MBS Servicer and MBS Trustee, as applicable,
(vi) a description of the credit support, if any, (vii) the circumstances under
which the related underlying mortgage loans, or the MBS themselves, may be
purchased prior to their maturity, (viii) the terms on which mortgage loans may
be substituted for those originally underlying the MBS, (ix) the type of
mortgage loans underlying the MBS and, to the extent available to the Depositor
and appropriate under the circumstances, such other information in respect of
the underlying mortgage loans described under "--Mortgage Loans--Mortgage Loan
Information in Prospectus Supplements", and (x) the characteristics of any cash
flow agreements that relate to the MBS.
CERTIFICATE ACCOUNTS
Each Trust Fund will include one or more accounts (collectively, the
"Certificate Account") established and maintained on behalf of the
Certificateholders into which all payments and collections received or advanced
with respect to the Mortgage Assets and other assets in the Trust Fund will be
deposited to the extent described herein and in the related Prospectus
Supplement. See "The Pooling and Servicing Agreements--Certificate Account".
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CREDIT SUPPORT
If so provided in the Prospectus Supplement for a series of Certificates,
partial or full protection against certain defaults and losses on the Mortgage
Assets in the related Trust Fund may be provided to one or more classes of
Certificates of such series in the form of subordination of one or more other
classes of Certificates of such series or by one or more other types of credit
support, such as a letter of credit, insurance policy, guarantee or reserve
fund, among others, or a combination thereof. The amount and types of Credit
Support, the identification of the entity providing it (if applicable) and
related information with respect to each type of Credit Support, if any, will
be set forth in the Prospectus Supplement for a series of Certificates. See
"Risk Factors--Credit Support Limitations" and "Description of Credit Support".
CASH FLOW AGREEMENTS
If so provided in the Prospectus Supplement for a series of Certificates,
the related Trust Fund may include guaranteed investment contracts pursuant to
which moneys held in the funds and accounts established for such series will be
invested at a specified rate. The Trust Fund may also include certain other
agreements, such as interest rate exchange agreements, interest rate cap or
floor agreements, or other agreements designed to reduce the effects of
interest rate fluctuations on the Mortgage Assets on one or more classes of
Certificates. The principal terms of any such Cash Flow Agreement, including,
without limitation, provisions relating to the timing, manner and amount of
payments thereunder and provisions relating to the termination thereof, will be
described in the related Prospectus Supplement. The related Prospectus
Supplement will also identify the obligor under the Cash Flow Agreement.
YIELD AND MATURITY CONSIDERATIONS
GENERAL
The yield on any Offered Certificate will depend on the price paid by the
Certificateholder, the Pass-Through Rate of the Certificate and the amount and
timing of distributions on the Certificate. See "Risk Factors--Yield and
Prepayment Considerations". The following discussion contemplates a Trust Fund
that consists solely of Mortgage Loans. While the characteristics and behavior
of mortgage loans underlying an MBS can generally be expected to have the same
effect on the yield to maturity and/or weighted average life of a class of
Certificates as will the characteristics and behavior of comparable Mortgage
Loans, the effect may differ due to the payment characteristics of the MBS. If
a Trust Fund includes MBS, the related Prospectus Supplement will discuss the
effect, if any, that the payment characteristics of the MBS may have on the
yield to maturity and weighted average lives of the Offered Certificates of the
related series.
PASS-THROUGH RATE
The Certificates of any class within a series may have a fixed, variable
or adjustable Pass-Through Rate, which may or may not be based upon the
interest rates borne by the Mortgage Loans in the related Trust Fund. The
Prospectus Supplement with respect to any series of Certificates will specify
the Pass-Through Rate for each class of Offered Certificates of such series or,
in the case of a class of Offered Certificates with a variable or adjustable
Pass-Through Rate, the method of determining the Pass-Through Rate; the effect,
if any, of the prepayment of any Mortgage Loan on the Pass-Through Rate of one
or more classes of Offered Certificates; and whether the distributions of
interest on the Offered Certificates of any class will be dependent, in whole
or in part, on the performance of any obligor under a Cash Flow Agreement.
PAYMENT DELAYS
With respect to any series of Certificates, a period of time will elapse
between the date upon which payments on the Mortgage Loans in the related Trust
Fund are due and the Distribution Date on which such payments are passed
through to Certificateholders. That delay will effectively reduce the yield
that would otherwise be produced if payments on such Mortgage Loans were
distributed to Certificateholders on the date they were due.
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CERTAIN SHORTFALLS IN COLLECTIONS OF INTEREST
When a principal prepayment in full or in part is made on a Mortgage Loan,
the borrower is generally charged interest on the amount of such prepayment
only through the date of such prepayment, instead of through the Due Date for
the next succeeding scheduled payment. However, interest accrued on any series
of Certificates and distributable thereon on any Distribution Date will
generally correspond to interest accrued on the Mortgage Loans to their
respective Due Dates during the related Due Period. Unless otherwise specified
in the Prospectus Supplement for a series of Certificates, a "Due Period" will
be a specified time period (generally running from the second day of one month
to the first day of the next month, inclusive) and all scheduled payments on
the Mortgage Loans in the related Trust Fund that are due during a given Due
Period will, to the extent received by a specified date (the "Determination
Date") or otherwise advanced by the related Master Servicer or other specified
person, be distributed to the holders of the Certificates of such series on the
next succeeding Distribution Date. Consequently, if a prepayment on any
Mortgage Loan is distributable to Certificateholders on a particular
Distribution Date, but such prepayment is not accompanied by interest thereon
to the Due Date for such Mortgage Loan in the related Due Period, then the
interest charged to the borrower (net of servicing and administrative fees) may
be less (such shortfall, a "Prepayment Interest Shortfall") than the
corresponding amount of interest accrued and otherwise payable on the
Certificates of the related series. If and to the extent that any such
shortfall is allocated to a class of Offered Certificates, the yield thereon
will be adversely affected. The Prospectus Supplement for each series of
Certificates will describe the manner in which any such shortfalls will be
allocated among the classes of such Certificates. The related Prospectus
Supplement will also describe any amounts available to offset such shortfalls.
YIELD AND PREPAYMENT CONSIDERATIONS
A Certificate's yield to maturity will be affected by the rate of
principal payments on the Mortgage Loans in the related Trust Fund and the
allocation thereof to reduce the principal balance (or notional amount, if
applicable) of such Certificate. The rate of principal payments on the Mortgage
Loans in any Trust Fund will in turn be affected by the amortization schedules
thereof (which, in the case of ARM Loans, may change periodically to
accommodate adjustments to the Mortgage Rates thereon), the dates on which any
balloon payments are due, and the rate of principal prepayments thereon
(including for this purpose, voluntary prepayments by borrowers and also
prepayments resulting from liquidations of Mortgage Loans due to defaults,
casualties or condemnations affecting the Mortgaged Properties, or purchases of
Mortgage Loans out of the related Trust Fund). Because the rate of principal
prepayments on the Mortgage Loans in any Trust Fund will depend on future
events and a variety of factors (as described below), no assurance can be given
as to such rate.
The extent to which the yield to maturity of a class of Offered
Certificates of any series may vary from the anticipated yield will depend upon
the degree to which they are purchased at a discount or premium and when, and
to what degree, payments of principal on the Mortgage Loans in the related
Trust Fund are in turn distributed on such Certificates (or, in the case of a
class of Stripped Interest Certificates, result in the reduction of the
Notional Amount thereof). An investor should consider, in the case of any
Offered Certificate purchased at a discount, the risk that a slower than
anticipated rate of principal payments on the Mortgage Loans in the related
Trust Fund could result in an actual yield to such investor that is lower than
the anticipated yield and, in the case of any Offered Certificate purchased at
a premium, the risk that a faster than anticipated rate of principal payments
on such Mortgage Loans could result in an actual yield to such investor that is
lower than the anticipated yield. In addition, if an investor purchases an
Offered Certificate at a discount (or premium), and principal payments are made
in reduction of the principal balance or notional amount of such investor's
Offered Certificates at a rate slower (or faster) than the rate anticipated by
the investor during any particular period, the consequent adverse effects on
such investor's yield would not be fully offset by a subsequent like increase
(or decrease) in the rate of principal payments.
In general, the Notional Amount of a class of Stripped Interest
Certificates will either (i) be based on the principal balances of some or all
of the Mortgage Assets in the related Trust Fund or (ii) equal the Certificate
Balances of one or more of the other classes of Certificates of the same
series. Accordingly,
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the yield on such Stripped Interest Certificates will be inversely related to
the rate at which payments and other collections of principal are received on
such Mortgage Assets or distributions are made in reduction of the Certificate
Balances of such classes of Certificates, as the case may be.
Consistent with the foregoing, if a class of Certificates of any series
consists of Stripped Interest Certificates or Stripped Principal Certificates,
a lower than anticipated rate of principal prepayments on the Mortgage Loans in
the related Trust Fund will negatively affect the yield to investors in
Stripped Principal Certificates, and a higher than anticipated rate of
principal prepayments on such Mortgage Loans will negatively affect the yield
to investors in Stripped Interest Certificates. If the Offered Certificates of
a series include any such Certificates, the related Prospectus Supplement will
include a table showing the effect of various constant assumed levels of
prepayment on yields on such Certificates. Such tables will be intended to
illustrate the sensitivity of yields to various constant assumed prepayment
rates and will not be intended to predict, or to provide information that will
enable investors to predict, yields or prepayment rates.
The Depositor is not aware of any relevant publicly available or
authoritative statistics with respect to the historical prepayment experience
of a group of multifamily or commercial mortgage loans. However, the extent of
prepayments of principal of the Mortgage Loans in any Trust Fund may be
affected by a number of factors, including, without limitation, the
availability of mortgage credit, the relative economic vitality of the area in
which the Mortgaged Properties are located, the quality of management of the
Mortgaged Properties, the servicing of the Mortgage Loans, possible changes in
tax laws and other opportunities for investment. In addition, the rate of
principal payments on the Mortgage Loans in any Trust Fund may be affected by
the existence of Lock-out Periods and requirements that principal prepayments
be accompanied by Prepayment Premiums, and by the extent to which such
provisions may be practicably enforced. To the extent enforceable, such
provisions could constitute either an absolute prohibition (in the case of a
Lock-out Period) or a disincentive (in the case of a Prepayment Premium) to a
borrower's voluntarily prepaying its Mortgage Loan.
The rate of prepayment on a pool of mortgage loans is likely to be
affected by prevailing market interest rates for mortgage loans of a comparable
type, term and risk level. When the prevailing market interest rate is below a
mortgage coupon, a borrower may have an increased incentive to refinance its
mortgage loan. Even in the case of ARM Loans, as prevailing market interest
rates decline, and without regard to whether the Mortgage Rates on such ARM
Loans decline in a manner consistent therewith, the related borrowers may have
an increased incentive to refinance for purposes of either (i) converting to a
fixed rate loan and thereby "locking in" such rate or (ii) taking advantage of
a different index, margin or rate cap or floor on another adjustable rate
mortgage loan.
Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some borrowers may sell
Mortgaged Properties in order to realize their equity therein, to meet cash
flow needs or to make other investments. In addition, some borrowers may be
motivated by federal and state tax laws (which are subject to change) to sell
Mortgaged Properties prior to the exhaustion of tax depreciation benefits. The
Depositor makes no representation as to the particular factors that will affect
the prepayment of the Mortgage Loans in any Trust Fund, as to the relative
importance of such factors, as to the percentage of the principal balance of
such Mortgage Loans that will be paid as of any date or as to the overall rate
of prepayment on such Mortgage Loans.
WEIGHTED AVERAGE LIFE AND MATURITY
The rate at which principal payments are received on the Mortgage Loans in
any Trust Fund will affect the ultimate maturity and the weighted average life
of one or more classes of the Certificates of such series. Unless otherwise
specified in the related Prospectus Supplement, weighted average life refers to
the average amount of time that will elapse from the date of issuance of an
instrument until each dollar allocable as principal of such instrument is
repaid to the investor.
The weighted average life and maturity of a class of Certificates of any
series will be influenced by the rate at which principal on the related
Mortgage Loans, whether in the form of scheduled amortization or prepayments
(for this purpose, the term "prepayment" includes voluntary prepayments,
liquidations
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due to default and purchases of Mortgage Loans out of the related Trust Fund),
is paid to such class. Prepayment rates on loans are commonly measured relative
to a prepayment standard or model, such as the Constant Prepayment Rate ("CPR")
prepayment model or the Standard Prepayment Assumption ("SPA") prepayment
model. CPR represents an assumed constant rate of prepayment each month
(expressed as an annual percentage) relative to the then outstanding principal
balance of a pool of loans for the life of such loans. SPA represents an
assumed variable rate of prepayment each month (expressed as an annual
percentage) relative to the then outstanding principal balance of a pool of
loans, with different prepayment assumptions often expressed as percentages of
SPA. For example, a prepayment assumption of 100% of SPA assumes prepayment
rates of 0.2% per annum of the then outstanding principal balance of such loans
in the first month of the life of the loans and an additional 0.2% per annum in
each month thereafter until the thirtieth month. Beginning in the thirtieth
month, and in each month thereafter during the life of the loans, 100% of SPA
assumes a constant prepayment rate of 6% per annum each month.
Neither CPR nor SPA nor any other prepayment model or assumption purports
to be a historical description of prepayment experience or a prediction of the
anticipated rate of prepayment of any particular pool of loans. Moreover, the
CPR and SPA models were developed based upon historical prepayment experience
for single-family loans. Thus, it is unlikely that the prepayment experience of
the Mortgage Loans included in any Trust Fund will conform to any particular
level of CPR or SPA.
The Prospectus Supplement with respect to each series of Certificates will
contain tables, if applicable, setting forth the projected weighted average
life of each class of Offered Certificates of such series and the percentage of
the initial Certificate Balance of each such class that would be outstanding on
specified Distribution Dates based on the assumptions stated in such Prospectus
Supplement, including assumptions that prepayments on the related Mortgage
Loans are made at rates corresponding to various percentages of CPR or SPA, or
at such other rates specified in such Prospectus Supplement. Such tables and
assumptions will illustrate the sensitivity of the weighted average lives of
the Certificates to various assumed prepayment rates and will not be intended
to predict, or to provide information that will enable investors to predict,
the actual weighted average lives of the Certificates.
OTHER FACTORS AFFECTING YIELD, WEIGHTED AVERAGE LIFE AND MATURITY
Balloon Payments; Extensions of Maturity. Some or all of the Mortgage
Loans included in a particular Trust Fund may require that balloon payments be
made at maturity. Because the ability of a borrower to make a balloon payment
typically will depend upon its ability either to refinance the loan or to sell
the related Mortgaged Property, there is a possibility that Mortgage Loans that
require balloon payments may default at maturity, or that the maturity of such
a Mortgage Loan may be extended in connection with a workout. In the case of
defaults, recovery of proceeds may be delayed by, among other things,
bankruptcy of the borrower or adverse conditions in the market where the
property is located. In order to minimize losses on defaulted Mortgage Loans,
the Master Servicer or a Special Servicer, to the extent and under the
circumstances set forth herein and in the related Prospectus Supplement, may be
authorized to modify Mortgage Loans that are in default or as to which a
payment default is imminent. Any defaulted balloon payment or modification that
extends the maturity of a Mortgage Loan may delay distributions of principal on
a class of Offered Certificates and thereby extend the weighted average life of
such Certificates and, if such Certificates were purchased at a discount,
reduce the yield thereon.
Negative Amortization. The weighted average life of a class of
Certificates can be affected by Mortgage Loans that permit negative
amortization to occur. A Mortgage Loan that provides for the payment of
interest calculated at a rate lower than the rate at which interest accrues
thereon would, in the case of an ARM Loan, be expected during a period of
increasing interest rates to amortize at a slower rate (and perhaps not at all)
than if interest rates were declining or were remaining constant. Such slower
rate of Mortgage Loan amortization would correspondingly be reflected in a
slower rate of amortization for one or more classes of Certificates of the
related series. In addition, negative amortization on one or more Mortgage
Loans in any Trust Fund may result in negative amortization on the Certificates
of the related series. The related Prospectus Supplement will describe, if
applicable, the manner in which negative amortization in respect of the
Mortgage Loans in any Trust Fund is allocated among the
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respective classes of Certificates of the related series. The portion of any
Mortgage Loan negative amortization allocated to a class of Certificates may
result in a deferral of some or all of the interest payable thereon, which
deferred interest may be added to the Certificate Balance thereof. Accordingly,
the weighted average lives of Mortgage Loans that permit negative amortization
(and that of the classes of Certificates to which any such negative
amortization would be allocated or that would bear the effects of a slower rate
of amortization on such Mortgage Loans) may increase as a result of such
feature.
Negative amortization also may occur in respect of an ARM Loan that (i)
limits the amount by which its scheduled payment may adjust in response to a
change in its Mortgage Rate, (ii) provides that its scheduled payment will
adjust less frequently than its Mortgage Rate or (iii) provides for constant
scheduled payments notwithstanding adjustments to its Mortgage Rate.
Accordingly, during a period of declining interest rates, the scheduled payment
on such a Mortgage Loan may exceed the amount necessary to amortize the loan
fully over its remaining amortization schedule and pay interest at the then
applicable Mortgage Rate, thereby resulting in the accelerated amortization of
such Mortgage Loan. Any such acceleration in amortization of its principal
balance will shorten the weighted average life of such Mortgage Loan and,
correspondingly, the weighted average lives of those classes of Certificates
entitled to a portion of the principal payments on such Mortgage Loan.
The extent to which the yield on any Offered Certificate will be affected
by the inclusion in the related Trust Fund of Mortgage Loans that permit
negative amortization, will depend upon (i) whether such Offered Certificate
was purchased at a premium or a discount and (ii) the extent to which the
payment characteristics of such Mortgage Loans delay or accelerate the
distributions of principal on such Certificate (or, in the case of a Stripped
Interest Certificate, delay or accelerate the reduction of the notional amount
thereof). See "--Yield and Prepayment Considerations" above.
Foreclosures and Payment Plans. The number of foreclosures and the
principal amount of the Mortgage Loans that are foreclosed in relation to the
number and principal amount of Mortgage Loans that are repaid in accordance
with their terms will affect the weighted average lives of those Mortgage Loans
and, accordingly, the weighted average lives of and yields on the Certificates
of the related series. Servicing decisions made with respect to the Mortgage
Loans, including the use of payment plans prior to a demand for acceleration
and the restructuring of Mortgage Loans in bankruptcy proceedings or otherwise,
may also have an effect upon the payment patterns of particular Mortgage Loans
and thus the weighted average lives of and yields on the Certificates of the
related series.
Losses and Shortfalls on the Mortgage Assets. The yield to holders of the
Offered Certificates of any series will directly depend on the extent to which
such holders are required to bear the effects of any losses or shortfalls in
collections arising out of defaults on the Mortgage Loans in the related Trust
Fund and the timing of such losses and shortfalls. In general, the earlier that
any such loss or shortfall occurs, the greater will be the negative effect on
yield for any class of Certificates that is required to bear the effects
thereof.
The amount of any losses or shortfalls in collections on the Mortgage
Assets in any Trust Fund (to the extent not covered or offset by draws on any
reserve fund or under any instrument of Credit Support) will be allocated among
the respective classes of Certificates of the related series in the priority
and manner, and subject to the limitations, specified in the related Prospectus
Supplement. As described in the related Prospectus Supplement, such allocations
may be effected by a reduction in the entitlements to interest and/or
Certificate Balances of one or more such classes of Certificates, and/or by
establishing a priority of payments among such classes of Certificates.
The yield to maturity on a class of Subordinate Certificates may be
extremely sensitive to losses and shortfalls in collections on the Mortgage
Loans in the related Trust Fund.
Additional Certificate Amortization. In addition to entitling the holders
thereof to a specified portion (which may during specified periods range from
none to all) of the principal payments received on the Mortgage Assets in the
related Trust Fund, one or more classes of Certificates of any series,
including one or more classes of Offered Certificates of such series, may
provide for distributions of principal thereof from (i) amounts attributable to
interest accrued but not currently distributable on one or more
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classes of Accrual Certificates, (ii) Excess Funds or (iii) any other amounts
described in the related Prospectus Supplement. Unless otherwise specified in
the related Prospectus Supplement, "Excess Funds" will, in general, represent
that portion of the amounts distributable in respect of the Certificates of any
series on any Distribution Date that represent (i) interest received or
advanced on the Mortgage Assets in the related Trust Fund that is in excess of
the interest currently accrued on the Certificates of such series, or (ii)
Prepayment Premiums, payments from Equity Participations or any other amounts
received on the Mortgage Assets in the related Trust Fund that do not
constitute interest thereon or principal thereof.
The amortization of any class of Certificates out of the sources described
in the preceding paragraph would shorten the weighted average life of such
Certificates and, if such Certificates were purchased at a premium, reduce the
yield thereon. The related Prospectus Supplement will discuss the relevant
factors to be considered in determining whether distributions of principal of
any class of Certificates out of such sources is likely to have any material
effect on the rate at which such Certificates are amortized and the consequent
yield with respect thereto.
Optional Early Termination. Unless otherwise provided in the related
Prospectus Supplement, the Master Servicer, the Depositor or, if specified in
the related Prospectus Supplement, the holder of the residual interest in a
REMIC may at its option either (i) effect early retirement of a series of
Certificates through the purchase of the assets in the related Trust Fund or
(ii) purchase, in whole but not in part, the Certificates specified in the
related Prospectus Supplement; in each case under the circumstances and in the
manner set forth herein under "Description of the Certificates-Termination;
Retirement of Certificates" and in the related Prospectus Supplement. In the
absence of other factors, any such early retirement of a class of Offered
Certificates would shorten the weighted average life thereof and, if such
Certificates were purchased at premium, reduce the yield thereon.
THE DEPOSITOR
GMAC Commercial Mortgage Securities, Inc. is an indirect wholly-owned
subsidiary of GMACCM which is a wholly-owned subsidiary of GMAC Mortgage Group,
Inc., a Michigan Corporation. The Depositor was incorporated in the State of
Delaware on June 22, 1995. The Depositor was organized for the purpose of
serving as a private secondary mortgage market conduit. The Depositor maintains
its principal office at 650 Dresher Road, Horsham, Pennsylvania 19044. Its
telephone number is (215) 328-3164. The Depositor does not have, nor is it
expected in the future to have, any significant assets.
GMAC COMMERCIAL MORTGAGE CORPORATION
Unless otherwise specified in the related Prospectus Supplement, GMAC
Commercial Mortgage Corporation, an affiliate of the Company and a corporation
duly organized and existing under the laws of the State of California, will act
as the Master Servicer or Manager for a series of Certificates.
GMACCM buys mortgage loans primarily through its branch network and also
from mortgage loan originators or sellers nationwide and services mortgage
loans for its own account and for others. GMACCM's principal executive offices
are located at 650 Dresher Road, Horsham, Pennsylvania 19044. Its telephone
number is (215) 328-4622. GMACCM conducts operations from its headquarters in
Pennsylvania and from offices located in California, Colorado, the District of
Columbia, Illinois, Michigan, Minnesota, Missouri, Nebraska, New York, Ohio,
Texas, Virginia, Washington and Wisconsin.
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DESCRIPTION OF THE CERTIFICATES
GENERAL
Each series of Certificates will represent the entire beneficial ownership
interest in the Trust Fund created pursuant to the related Pooling and
Servicing Agreement. As described in the related Prospectus Supplement, the
Certificates of each series, including the Offered Certificates of such series,
may consist of one or more classes of Certificates that, among other things:
(i) provide for the accrual of interest on the Certificate Balance or Notional
Amount thereof at a fixed, variable or adjustable rate; (ii) constitute Senior
Certificates or Subordinate Certificates; (iii) constitute Stripped Interest
Certificates or Stripped Principal Certificates; (iv) provide for distributions
of interest thereon or principal thereof that commence only after the
occurrence of certain events, such as the retirement of one or more other
classes of Certificates of such series; (v) provide for distributions of
principal thereof to be made, from time to time or for designated periods, at a
rate that is faster (and, in some cases, substantially faster) or slower (and,
in some cases, substantially slower) than the rate at which payments or other
collections of principal are received on the Mortgage Assets in the related
Trust Fund; (vi) provide for distributions of principal thereof to be made,
subject to available funds, based on a specified principal payment schedule or
other methodology; or (vii) provide for distributions based on collections on
the Mortgage Assets in the related Trust Fund attributable to Prepayment
Premiums and Equity Participations.
If so specified in the related Prospectus Supplement, a class of
Certificates may have two or more component parts, each having characteristics
that are otherwise described herein as being attributable to separate and
distinct classes. For example, a class of Certificates may have a Certificate
Balance on which it accrues interest at a fixed, variable or adjustable rate.
Such class of Certificates may also have certain characteristics attributable
to Stripped Interest Certificates insofar as it may also entitle the holders
thereof to distributions of interest accrued on a Notional Amount at a
different fixed, variable or adjustable rate. In addition, a class of
Certificates may accrue interest on one portion of its Certificate Balance at
one fixed, variable or adjustable rate and on another portion of its
Certificate Balance at a different fixed, variable or adjustable rate.
Each class of Offered Certificates of a series will be issued in minimum
denominations corresponding to the principal balances or, in case of certain
classes of Stripped Interest Certificates or REMIC Residual Certificates,
notional amounts or percentage interests, specified in the related Prospectus
Supplement. As provided in the related Prospectus Supplement, one or more
classes of Offered Certificates of any series may be issued in fully
registered, definitive form (such Certificates, "Definitive Certificates") or
may be offered in book-entry format (such Certificates, "Book-Entry
Certificates") through the facilities of The Depository Trust Company ("DTC").
The Offered Certificates of each series (if issued as Definitive Certificates)
may be transferred or exchanged, subject to any restrictions on transfer
described in the related Prospectus Supplement, at the location specified in
the related Prospectus Supplement, without the payment of any service charges,
other than any tax or other governmental charge payable in connection
therewith. Interests in a class of Book-Entry Certificates will be transferred
on the book-entry records of DTC and its participating organizations.
DISTRIBUTIONS
Distributions on the Certificates of each series will be made on each
Distribution Date from the Available Distribution Amount for such series and
such Distribution Date. Unless otherwise provided in the related Prospectus
Supplement, the "Available Distribution Amount" for any series of Certificates
and any Distribution Date will refer to the total of all payments or other
collections (or advances in lieu thereof) on, under or in respect of the
Mortgage Assets and any other assets included in the related Trust Fund that
are available for distribution to the holders of Certificates of such series on
such date. The particular components of the Available Distribution Amount for
any series and Distribution Date will be more specifically described in the
related Prospectus Supplement Unless otherwise provided in the related
Prospectus Supplement, the Distribution Date for a series of Certificates will
be the 25th day of each month (or, if any such 25th day is not a business day,
the next succeeding business day), commencing in the month immediately
following the month in which such series of Certificates is issued.
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Except as otherwise specified in the related Prospectus Supplement,
distributions on the Certificates of each series (other than the final
distribution in retirement of any such Certificate) will be made to the persons
in whose names such Certificates are registered at the close of business on the
last business day of the month preceding the month in which the applicable
Distribution Date occurs (the "Record Date"). All distributions with respect to
each class of Certificates on each Distribution Date will be allocated pro rata
among the outstanding Certificates in such class in proportion to the
respective Percentage Interests evidenced thereby unless otherwise specified in
the related Prospectus Supplement. Payments will be made either by wire
transfer in immediately available funds to the account of a Certificateholder
at a bank or other entity having appropriate facilities therefor, if such
Certificateholder has provided the person required to make such payments with
wiring instructions no later than the related Record Date or such other date
specified in the related Prospectus Supplement (and, if so provided in the
related Prospectus Supplement, such Certificateholder holds Certificates in the
requisite amount or denomination specified therein), or by check mailed to the
address of such Certificateholder as it appears on the Certificate Register;
provided, however, that the final distribution in retirement of any class of
Certificates (whether Definitive Certificates or Book-Entry Certificates) will
be made only upon presentation and surrender of such Certificates at the
location specified in the notice to Certificateholders of such final
distribution. The undivided percentage interest (the "Percentage Interest")
represented by an Offered Certificate of a particular class will be equal to
the percentage obtained by dividing the initial principal balance or notional
amount of such Certificate by the initial Certificate Balance or Notional
Amount of such class.
DISTRIBUTIONS OF INTEREST ON THE CERTIFICATES
Each class of Certificates of each series (other than certain classes of
Stripped Principal Certificates and certain classes of REMIC Residual
Certificates that have no Pass-Through Rate) may have a different Pass-Through
Rate, which in each case may be fixed, variable or adjustable. The related
Prospectus Supplement will specify the Pass-Through Rate or, in the case of a
variable or adjustable Pass-Through Rate, the method for determining the
Pass-Through Rate, for each class. Unless otherwise specified in the related
Prospectus Supplement, interest on the Certificates of each series will be
calculated on the basis of a 360-day year consisting of twelve 30-day months.
Distributions of interest in respect of any class of Certificates (other
than a class of Accrual Certificates, which will be entitled to distributions
of accrued interest commencing only on the Distribution Date, or under the
circumstances, specified in the related Prospectus Supplement, and other than
any class of Stripped Principal Certificates or REMIC Residual Certificates
that is not entitled to any distributions of interest) will be made on each
Distribution Date based on the Accrued Certificate Interest for such class and
such Distribution Date, subject to the sufficiency of the portion of the
Available Distribution Amount allocable to such class on such Distribution
Date. Prior to the time interest is distributable on any class of Accrual
Certificates, the amount of Accrued Certificate Interest otherwise
distributable on such class will be added to the Certificate Balance thereof on
each Distribution Date or otherwise deferred as described in the related
Prospectus Supplement. With respect to each class of Certificates (other than
certain classes of Stripped Interest Certificates and certain classes of REMIC
Residual Certificates), the "Accrued Certificate Interest" for each
Distribution Date will be equal to interest at the applicable Pass-Through Rate
accrued for a specified period (generally the most recently ended calendar
month) on the outstanding Certificate Balance of such class of Certificates
immediately prior to such Distribution Date. Unless otherwise provided in the
related Prospectus Supplement, the Accrued Certificate Interest for each
Distribution Date on a class of Stripped Interest Certificates will be
similarly calculated except that it will accrue on a Notional Amount that is
either (i) based on the principal balances of some or all of the Mortgage
Assets in the related Trust Fund or (ii) equal to the Certificate Balances of
one or more other classes of Certificates of the same series. Reference to a
Notional Amount with respect to a class of Stripped Interest Certificates is
solely for convenience in making certain calculations and does not represent
the right to receive any distributions of principal. If so specified in the
related Prospectus Supplement, the amount of Accrued Certificate Interest that
is otherwise distributable on (or, in the case of Accrual Certificates, that
may otherwise be added to the Certificate Balance of) one or more classes of
the Certificates of a series may be reduced to the extent
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that any Prepayment Interest Shortfalls, as described under "Yield and Maturity
Considerations--Certain Shortfalls in Collections of Interest", exceed the
amount of any sums that are applied to offset the amount of such shortfalls.
The particular manner in which such shortfalls will be allocated among some or
all of the classes of Certificates of that series will be specified in the
related Prospectus Supplement. The related Prospectus Supplement will also
describe the extent to which the amount of Accrued Certificate Interest that is
otherwise distributable on (or, in the case of Accrual Certificates, that may
otherwise be added to the Certificate Balance of) a class of Offered
Certificates may be reduced as a result of any other contingencies, including
delinquencies, losses and deferred interest on or in respect of the Mortgage
Assets in the related Trust Fund. Unless otherwise provided in the related
Prospectus Supplement, any reduction in the amount of Accrued Certificate
Interest otherwise distributable on a class of Certificates by reason of the
allocation to such class of a portion of any deferred interest on or in respect
of the Mortgage Assets in the related Trust Fund will result in a corresponding
increase in the Certificate Balance of such class. See "Risk Factors--Yield and
Prepayment Considerations" and "Yield and Maturity Considerations--Certain
Shortfalls in Collections of Interest".
DISTRIBUTIONS OF PRINCIPAL OF THE CERTIFICATES
Each class of Certificates of each series (other than certain classes of
Stripped Interest Certificates and certain classes of REMIC Residual
Certificates) will have a Certificate Balance, which, at any time, will equal
the then maximum amount that the holders of Certificates of such class will be
entitled to receive as principal out of the future cash flow on the Mortgage
Assets and other assets included in the related Trust Fund. The outstanding
Certificate Balance of a class of Certificates will be reduced by distributions
of principal made thereon from time to time and, if so provided in the related
Prospectus Supplement, further by any losses incurred in respect of the related
Mortgage Assets allocated thereto from time to time. In turn, the outstanding
Certificate Balance of a class of Certificates may be increased as a result of
any deferred interest on or in respect of the related Mortgage Assets being
allocated thereto from time to time, and will be increased, in the case of a
class of Accrual Certificates prior to the Distribution Date on which
distributions of interest thereon are required to commence, by the amount of
any Accrued Certificate Interest in respect thereof (reduced as described
above). Unless otherwise provided in the related Prospectus Supplement, the
initial aggregate Certificate Balance of all classes of a series of
Certificates will not be greater than the aggregate outstanding principal
balance of the related Mortgage Assets as of a specified date (the "Cut-Off
Date"), after application of scheduled payments due on or before such date,
whether or not received. The initial Certificate Balance of each class of a
series of Certificates will be specified in the related Prospectus Supplement.
As and to the extent described in the related Prospectus Supplement,
distributions of principal with respect to a series of Certificates will be
made on each Distribution Date to the holders of the class or classes of
Certificates of such series entitled thereto until the Certificate Balances of
such Certificates have been reduced to zero. Distributions of principal with
respect to one or more classes of Certificates may be made at a rate that is
faster (and, in some cases, substantially faster) than the rate at which
payments or other collections of principal are received on the Mortgage Assets
in the related Trust Fund. Distributions of principal with respect to one or
more classes of Certificates may not commence until the occurrence of certain
events, such as the retirement of one or more other classes of Certificates of
the same series, or may be made at a rate that is slower (and, in some cases,
substantially slower) than the rate at which payments or other collections of
principal are received on the Mortgage Assets in the related Trust Fund.
Distributions of principal with respect to one or more classes of Certificates
(each such class, a "Controlled Amortization Class") may be made, subject to
available funds, based on a specified principal payment schedule. Distributions
of principal with respect to one or more classes of Certificates (each such
class, a "Companion Class") may be contingent on the specified principal
payment schedule for a Controlled Amortization Class of the same series and the
rate at which payments and other collections of principal on the Mortgage
Assets in the related Trust Fund are received. Unless otherwise specified in
the related Prospectus Supplement, distributions of principal of any class of
Offered Certificates will be made on a pro rata basis among all of the
Certificates of such class.
ALLOCATION OF LOSSES AND SHORTFALLS
The amount of any losses or shortfalls in collections on the Mortgage
Assets in any Trust Fund (to the extent not covered or offset by draws on any
reserve fund or under any instrument of Credit Support)
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will be allocated among the respective classes of Certificates of the related
series in the priority and manner, and subject to the limitations, specified in
the related Prospectus Supplement. As described in the related Prospectus
Supplement, such allocations may be effected by a reduction in the entitlements
to interest and/or the Certificate Balances of one or more such classes of
Certificates, or by establishing a priority of payments among such classes of
Certificates. See "Description of Credit Support".
ADVANCES IN RESPECT OF DELINQUENCIES
If and to the extent provided in the related Prospectus Supplement, if a
Trust Fund includes Mortgage Loans, the Master Servicer, a Special Servicer,
the Trustee, the Fiscal Agent (if any), any provider of Credit Support and/or
any other specified person may be obligated to advance, or have the option of
advancing, on or before each Distribution Date, from its or their own funds or
from excess funds held in the related Certificate Account that are not part of
the Available Distribution Amount for the related series of Certificates for
such Distribution Date, an amount up to the aggregate of any payments of
principal (other than the principal portion of any balloon payments) and
interest that were due on or in respect of such Mortgage Loans during the
related Due Period and were delinquent on the related Determination Date.
Advances are intended to maintain a regular flow of scheduled interest and
principal payments to holders of the class or classes of Certificates entitled
thereto, rather than to guarantee or insure against losses. Accordingly, all
advances made out of a specific entity's own funds will be reimbursable out of
related recoveries on the Mortgage Loans (including amounts drawn under any
fund or instrument constituting Credit Support) respecting which such advances
were made (as to any Mortgage Loan, "Related Proceeds") and such other specific
sources as may be identified in the related Prospectus Supplement, including in
the case of a series that includes one or more classes of Subordinate
Certificates, collections on other Mortgage Assets in the related Trust Fund
that would otherwise be distributable to the holders of one or more classes of
such Subordinate Certificates. No advance will be required to be made by a
Master Servicer, Special Servicer, Fiscal Agent or Trustee if, in the judgment
of the Master Servicer, Special Servicer, Fiscal Agent or Trustee, as the case
may be, such advance would not be recoverable from Related Proceeds or another
specifically identified source (any such advance, a "Nonrecoverable Advance");
and, if previously made by a Master Servicer, Special Servicer, Fiscal Agent or
Trustee, a Nonrecoverable Advance will be reimbursable thereto from any amounts
in the related Certificate Account prior to any distributions being made to the
related series of Certificateholders.
If advances have been made by a Master Servicer, Special Servicer, Fiscal
Agent, Trustee or other entity from excess funds in a Certificate Account, such
Master Servicer, Special Servicer, Fiscal Agent, Trustee or other entity, as
the case may be, will be required to replace such funds in such Certificate
Account on any future Distribution Date to the extent that funds in such
Certificate Account on such Distribution Date are less than payments required
to be made to the related series of Certificateholders on such date. If so
specified in the related Prospectus Supplement, the obligation of a Master
Servicer, Special Servicer, Fiscal Agent, Trustee or other entity to make
advances may be secured by a cash advance reserve fund or a surety bond. If
applicable, information regarding the characteristics of, and the identity of
any obligor on, any such surety bond, will be set forth in the related
Prospectus Supplement.
If and to the extent so provided in the related Prospectus Supplement, any
entity making advances will be entitled to receive interest on certain or all
of such advances for a specified period during which such advances are
outstanding at the rate specified in such Prospectus Supplement, and such
entity will be entitled to payment of such interest periodically from general
collections on the Mortgage Loans in the related Trust Fund prior to any
payment to the related series of Certificateholders or as otherwise provided in
the related Pooling and Servicing Agreement and described in such Prospectus
Supplement.
The Prospectus Supplement for any series of Certificates evidencing an
interest in a Trust Fund that includes MBS will describe any comparable
advancing obligation of a party to the related Pooling and Servicing Agreement
or of a party to the related MBS Agreement.
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REPORTS TO CERTIFICATEHOLDERS
On each Distribution Date, together with the distribution to the holders
of each class of the Offered Certificates of a series, a Master Servicer,
Manager or Trustee, as provided in the related Prospectus Supplement, will
forward to each such holder, a statement (a "Distribution Date Statement")
that, unless otherwise provided in the related Prospectus Supplement, will set
forth, among other things, in each case to the extent applicable:
(i) the amount of such distribution to holders of such class of Offered
Certificates that was applied to reduce the Certificate Balance thereof;
(ii) the amount of such distribution to holders of such class of Offered
Certificates that was applied to pay Accrued Certificate Interest;
(iii) the amount, if any, of such distribution to holders of such class
of Offered Certificates that was allocable to (A) Prepayment Premiums and
(B) payments on account of Equity Participations;
(iv) the amount, if any, by which such distribution is less than the
amounts to which holders of such class of Offered Certificates are
entitled;
(v) if the related Trust Fund includes Mortgage Loans, the aggregate
amount of advances included in such distribution;
(vi) if the related Trust Fund includes Mortgage Loans, the amount of
servicing compensation received by the related Master Servicer (and, if
payable directly out of the related Trust Fund, by any Special Servicer and
any Sub-Servicer) and, if the related Trust Fund includes MBS, the amount
of administrative compensation received by the REMIC Administrator;
(vii) information regarding the aggregate principal balance of the
related Mortgage Assets on or about such Distribution Date;
(viii) if the related Trust Fund includes Mortgage Loans, information
regarding the number and aggregate principal balance of such Mortgage Loans
that are delinquent;
(ix) if the related Trust Fund includes Mortgage Loans, information
regarding the aggregate amount of losses incurred and principal prepayments
made with respect to such Mortgage Loans during the related Prepayment
Period (that is, the specified period, generally corresponding to the
related Due Period, during which prepayments and other unscheduled
collections on the Mortgage Loans in the related Trust Fund must be
received in order to be distributed on a particular Distribution Date);
(x) the Certificate Balance or Notional Amount, as the case may be, of
such class of Certificates at the close of business on such Distribution
Date, separately identifying any reduction in such Certificate Balance or
Notional Amount due to the allocation of any losses in respect of the
related Mortgage Assets, any increase in such Certificate Balance or
Notional Amount due to the allocation of any negative amortization in
respect of the related Mortgage Assets and any increase in the Certificate
Balance of a class of Accrual Certificates, if any, in the event that
Accrued Certificate Interest has been added to such balance;
(xi) if such class of Offered Certificates has a variable Pass-Through
Rate or an adjustable Pass-Through Rate, the Pass-Through Rate applicable
thereto for such Distribution Date and, if determinable, for the next
succeeding Distribution Date;
(xii) the amount deposited in or withdrawn from any reserve fund on such
Distribution Date, and the amount remaining on deposit in such reserve fund
as of the close of business on such Distribution Date;
(xiii) if the related Trust Fund includes one or more instruments of
Credit Support, such as a letter of credit, an insurance policy and/or a
surety bond, the amount of coverage under each such instrument as of the
close of business on such Distribution Date; and
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(xiv) the amount of Credit Support being afforded by any classes of
Subordinate Certificates.
In the case of information furnished pursuant to subclauses (i)-(iii)
above, the amounts will be expressed as a dollar amount per minimum
denomination of the relevant class of Offered Certificates or as a percentage.
The Prospectus Supplement for each series of Certificates may describe
additional information to be included in reports to the holders of the Offered
Certificates of such series.
Within a reasonable period of time after the end of each calendar year,
the Master Servicer, Manager or Trustee for a series of Certificates, as the
case may be, will be required to furnish to each person who at any time during
the calendar year was a holder of an Offered Certificate of such series a
statement containing the information set forth in subclauses (i)-(iii) above,
aggregated for such calendar year or the applicable portion thereof during
which such person was a Certificateholder. Such obligation will be deemed to
have been satisfied to the extent that substantially comparable information is
provided pursuant to any requirements of the Code as are from time to time in
force. See, however, "--Book-Entry Registration and Definitive Certificates"
below.
If the Trust Fund for a series of Certificates includes MBS, the ability
of the related Master Servicer, Manager or Trustee, as the case may be, to
include in any Distribution Date Statement information regarding the mortgage
loans underlying such MBS will depend on the reports received with respect to
such MBS. In such cases, the related Prospectus Supplement will describe the
loan-specific information to be included in the Distribution Date Statements
that will be forwarded to the holders of the Offered Certificates of that
series in connection with distributions made to them.
TERMINATION; RETIREMENT OF CERTIFICATES
The obligations created by the Pooling and Servicing Agreement for each
series of Certificates (other than limited payment and notice obligations of
the applicable parties) will terminate upon the payment to Certificateholders
of that series of all amounts held in the Certificate Account or by the Master
Servicer and required to be paid to them pursuant to such Pooling and Servicing
Agreement following the earlier of (i) the final payment or other liquidation
or disposition (or any advance with respect thereto) of the last Mortgage Asset
subject thereto or of any property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan subject thereto and (ii) the purchase by the
Master Servicer, the Depositor or, if specified in the related Prospectus
Supplement, by the holder of the REMIC Residual Certificates (see "Certain
Federal Income Tax Consequences" below) from the Trust Fund for such series of
all remaining Mortgage Assets therein and property, if any, acquired in respect
of the Mortgage Loans therein. In addition to the foregoing, the Master
Servicer or the Depositor will have the option to purchase, in whole but not in
part, the Certificates specified in the related Prospectus Supplement in the
manner set forth in the related Prospectus Supplement. Upon the purchase of
such Certificates or at any time thereafter, at the option of the Master
Servicer or the Depositor, the Mortgage Assets may be sold, thereby effecting a
retirement of the Certificates and the termination of the Trust Fund, or the
Certificates so purchased may be held or resold by the Master Servicer or the
Depositor. In no event, however, will the trust created continue beyond the
expiration of 21 years from the death of the survivor of certain persons named
in such Pooling and Servicing Agreement. Written notice of termination of the
Pooling and Servicing Agreement will be given to each Certificateholder, and
the final distribution will be made only upon surrender and cancellation of the
Certificates at an office or agency appointed by the Trustee which will be
specified in the notice of termination. If the Certificateholders are permitted
to terminate the trust under the applicable Pooling and Servicing Agreement, a
penalty may be imposed upon the Certificateholders based upon the fee that
would be foregone by the Master Servicer and/or any Special Servicer because of
such termination.
Any such purchase of Mortgage Assets and property acquired in respect of
Mortgage Loans evidenced by a series of Certificates shall be made at the
option of the Master Servicer, the Depositor or, if applicable, the holder of
the REMIC Residual Certificates at the price specified in the related
Prospectus Supplement. The exercise of such right will effect early retirement
of the Certificates of that series, but the right of the Master Servicer, the
Depositor or, if applicable, such holder to so purchase is subject to the
aggregate principal balance of the Mortgage Assets for that series as of the
Distribution Date on which the purchase proceeds are to be distributed to
Certificateholders being less than the
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percentage specified in the related Prospectus Supplement of the aggregate
principal balance of the Mortgage Assets at the Cut-off Date for that series.
The Prospectus Supplement for each series of Certificates will set forth the
amounts that the holders of such Certificates will be entitled to receive upon
such early retirement. Such early termination may adversely affect the yield to
holders of certain classes of such Certificates. If a REMIC election has been
made, the termination of the related Trust Fund will be effected in a manner
consistent with applicable federal income tax regulations and its status as a
REMIC.
BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES
If so provided in the Prospectus Supplement for a series of Certificates,
one or more classes of the Offered Certificates of such series will be offered
in book-entry format through the facilities of DTC, and each such class will be
represented by one or more global Certificates registered in the name of DTC or
its nominee.
DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking corporation" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within
the meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
was created to hold securities for its participating organizations
("Participants") and facilitate the clearance and settlement of securities
transactions between Participants through electronic computerized book-entry
changes in their accounts, thereby eliminating the need for physical movement
of securities certificates. "Direct Participants", which maintain accounts with
DTC, include securities brokers and dealers, banks, trust companies and
clearing corporations and may include certain other organizations. DTC is owned
by a number of its Direct Participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc. Access to the DTC system also is available to others
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). The rules applicable to DTC and its
Participants are on file with the Commission.
Purchases of Book-Entry Certificates under the DTC system must be made by
or through Direct Participants, which will receive a credit for the Book-Entry
Certificates on DTC's records. The ownership interest of each actual purchaser
of a Book-Entry Certificate (a "Certificate Owner") is in turn to be recorded
on the Direct and Indirect Participants' records. Certificate Owners will not
receive written confirmation from DTC of their purchases, but Certificate
Owners are expected to receive written confirmations providing details of such
transactions, as well as periodic statements of their holdings, from the Direct
or Indirect Participant through which each Certificate Owner entered into the
transaction. Transfers of ownership interest in the Book-Entry Certificates are
to be accomplished by entries made on the books of Participants acting on
behalf of Certificate Owners. Certificate Owners will not receive certificates
representing their ownership interests in the Book-Entry Certificates, except
in the event that use of the book-entry system for the Book-Entry Certificates
of any series is discontinued as described below.
DTC has no knowledge of the actual Certificate Owners of the Book-Entry
Certificates; DTC's records reflect only the identity of the Direct
Participants to whose accounts such Certificates are credited, which may or may
not be the Certificate Owners. The Participants will remain responsible for
keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Certificate Owners will be governed
by arrangements among them, subject to any statutory or regulatory requirements
as may be in effect from time to time.
Distributions on the Book-Entry Certificates will be made to DTC. DTC's
practice is to credit Direct Participants' accounts on the related Distribution
Date in accordance with their respective holdings shown on DTC's records unless
DTC has reason to believe that it will not receive payment on such date.
Disbursement of such distributions by Participants to Certificate Owners will
be governed by standing
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instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street name", and
will be the responsibility of each such Participant (and not of DTC, the
Depositor or any Trustee or Master Servicer), subject to any statutory or
regulatory requirements as may be in effect from time to time. Under a
book-entry system, Certificate Owners may receive payments after the related
Distribution Date.
Unless otherwise provided in the related Prospectus Supplement, the only
"Certificateholder" (as such term is used in the related Pooling and Servicing
Agreement) of Book-Entry Certificates will be the nominee of DTC, and the
Certificate Owners will not be recognized as Certificateholders under the
Pooling and Servicing Agreement. Certificate Owners will be permitted to
exercise the rights of Certificateholders under the related Pooling and
Servicing Agreement only indirectly through the Participants who in turn will
exercise their rights through DTC. The Depositor is informed that DTC will take
action permitted to be taken by a Certificateholder under a Pooling and
Servicing Agreement only at the direction of one or more Participants to whose
account with DTC interests in the Book-Entry Certificates are credited.
Because DTC can act only on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain Certificate Owners, the ability of
a Certificate Owner to pledge its interest in Book-Entry Certificates to
persons or entities that do not participate in the DTC system, or otherwise
take actions in respect of its interest in Book-Entry Certificates, may be
limited due to the lack of a physical certificate evidencing such interest.
Unless otherwise specified in the related Prospectus Supplement,
Certificates initially issued in book-entry form will be issued as Definitive
Certificates to Certificate Owners or their nominees, rather than to DTC or its
nominee, only if (i) the Depositor advises the Trustee in writing that DTC is
no longer willing or able to discharge properly its responsibilities as
depository with respect to such Certificates and the Depositor is unable to
locate a qualified successor or (ii) the Depositor, at its option, elects to
terminate the book-entry system through DTC with respect to such Certificates.
Upon the occurrence of either of the events described in the preceding
sentence, DTC will be required to notify all Participants of the availability
through DTC of Definitive Certificates. Upon surrender by DTC of the
certificate or certificates representing a class of Book-Entry Certificates,
together with instructions for registration, the Trustee for the related series
or other designated party will be required to issue to the Certificate Owners
identified in such instructions the Definitive Certificates to which they are
entitled, and thereafter the holders of such Definitive Certificates will be
recognized as Certificateholders under the related Pooling and Servicing
Agreement.
THE POOLING AND SERVICING AGREEMENTS
GENERAL
The Certificates of each series will be issued pursuant to a Pooling and
Servicing Agreement. In general, the parties to a Pooling and Servicing
Agreement will include the Depositor, the Trustee, the Master Servicer and, in
some cases, a Special Servicer appointed as of the date of the Pooling and
Servicing Agreement. However, a Pooling and Servicing Agreement that relates to
a Trust Fund that includes MBS may include a Manager as a party, but may not
include a Master Servicer or other servicer as a party. All parties to each
Pooling and Servicing Agreement under which Certificates of a series are issued
will be identified in the related Prospectus Supplement. If so specified in the
related Prospectus Supplement, an affiliate of the Depositor, or the Mortgage
Asset Seller or an affiliate thereof, may perform the functions of Master
Servicer, Special Servicer or Manager. Any party to a Pooling and Servicing
Agreement or any affiliate thereof may own Certificates issued thereunder.
A form of a pooling and servicing agreement has been filed as an exhibit
to the Registration Statement of which this Prospectus is a part. However, the
provisions of each Pooling and Servicing Agreement will vary depending upon the
nature of the Certificates to be issued thereunder and the nature of the
related Trust Fund. The following summaries describe certain provisions that
may appear in a Pooling and Servicing Agreement under which Certificates that
evidence interests in Mortgage Loans will
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be issued. The Prospectus Supplement for a series of Certificates will describe
any provision of the related Pooling and Servicing Agreement that materially
differs from the description thereof contained in this Prospectus and, if the
related Trust Fund includes MBS, will summarize all of the material provisions
of the related Pooling and Servicing Agreement. The summaries herein do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all of the provisions of the Pooling and Servicing Agreement
for each series of Certificates and the description of such provisions in the
related Prospectus Supplement. The Depositor will provide a copy of the Pooling
and Servicing Agreement (without exhibits) that relates to any series of
Certificates without charge upon written request of a holder of a Certificate
of such series addressed to it at its principal executive offices specified
herein under "The Depositor".
ASSIGNMENT OF MORTGAGE LOANS; REPURCHASES
At the time of issuance of any series of Certificates, the Depositor will
assign (or cause to be assigned) to the designated Trustee the Mortgage Loans
to be included in the related Trust Fund, together with, unless otherwise
specified in the related Prospectus Supplement, all principal and interest to
be received on or with respect to such Mortgage Loans after the Cut-off Date,
other than principal and interest due on or before the Cut-off Date. The
Trustee will, concurrently with such assignment, deliver the Certificates to or
at the direction of the Depositor in exchange for the Mortgage Loans and the
other assets to be included in the Trust Fund for such series. Each Mortgage
Loan will be identified in a schedule appearing as an exhibit to the related
Pooling and Servicing Agreement. Such schedule generally will include detailed
information that pertains to each Mortgage Loan included in the related Trust
Fund, which information will typically include the address of the related
Mortgaged Property and type of such property; the Mortgage Rate and, if
applicable, the applicable index, gross margin, adjustment date and any rate
cap information; the original and remaining term to maturity; the original
amortization term; and the original and outstanding principal balance.
In addition, unless otherwise specified in the related Prospectus
Supplement, the Depositor will, as to each Mortgage Loan to be included in a
Trust Fund, deliver, or cause to be delivered, to the related Trustee (or to a
custodian appointed by the Trustee as described below) the Mortgage Note
endorsed, without recourse, either in blank or to the order of such Trustee (or
its nominee), the Mortgage with evidence of recording indicated thereon (except
for any Mortgage not returned from the public recording office), an assignment
of the Mortgage in blank or to the Trustee (or its nominee) in recordable form,
together with any intervening assignments of the Mortgage with evidence of
recording thereon (except for any such assignment not returned from the public
recording office), and, if applicable, any riders or modifications to such
Mortgage Note and Mortgage, together with certain other documents at such times
as set forth in the related Pooling and Servicing Agreement. Such assignments
may be blanket assignments covering Mortgages on Mortgaged Properties located
in the same county, if permitted by law. Notwithstanding the foregoing, a Trust
Fund may include Mortgage Loans where the original Mortgage Note is not
delivered to the Trustee if the Depositor delivers, or causes to be delivered,
to the related Trustee (or such custodian) a copy or a duplicate original of
the Mortgage Note, together with an affidavit certifying that the original
thereof has been lost or destroyed. In addition, if the Depositor cannot
deliver, with respect to any Mortgage Loan, the Mortgage or any intervening
assignment with evidence of recording thereon concurrently with the execution
and delivery of the related Pooling and Servicing Agreement because of a delay
caused by the public recording office, the Depositor will deliver, or cause to
be delivered, to the related Trustee (or such custodian) a true and correct
photocopy of such Mortgage or assignment as submitted for recording. The
Depositor will deliver, or cause to be delivered, to the related Trustee (or
such custodian) such Mortgage or assignment with evidence of recording
indicated thereon after receipt thereof from the public recording office. If
the Depositor cannot deliver, with respect to any Mortgage Loan, the Mortgage
or any intervening assignment with evidence of recording thereon concurrently
with the execution and delivery of the related Pooling and Servicing Agreement
because such Mortgage or assignment has been lost, the Depositor will deliver,
or cause to be delivered, to the related Trustee (or such custodian) a true and
correct photocopy of such Mortgage or assignment with evidence of recording
thereon. Unless otherwise specified in the related Prospectus Supplement,
assignments of Mortgage to the Trustee (or its nominee) will be recorded in the
appropriate public
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recording office, except in states where, in the opinion of counsel acceptable
to the Trustee, such recording is not required to protect the Trustee's
interests in the Mortgage Loan against the claim of any subsequent transferee
or any successor to or creditor of the Depositor or the originator of such
Mortgage Loan.
The Trustee (or a custodian appointed by the Trustee) for a series of
Certificates will be required to review the Mortgage Loan documents delivered
to it within a specified period of days after receipt thereof, and the Trustee
(or such custodian) will hold such documents in trust for the benefit of the
Certificateholders of such series. Unless otherwise specified in the related
Prospectus Supplement, if any such document is found to be missing or
defective, and such omission or defect, as the case may be, materially and
adversely affects the interests of the Certificateholders of the related
series, the Trustee (or such custodian) will be required to notify the Master
Servicer and the Depositor, and one of such persons will be required to notify
the relevant Mortgage Asset Seller. In that case, and if the Mortgage Asset
Seller cannot deliver the document or cure the defect within a specified number
of days after receipt of such notice, then, except as otherwise specified below
or in the related Prospectus Supplement, the Mortgage Asset Seller will be
obligated to repurchase the related Mortgage Loan from the Trustee at a price
generally equal to the unpaid principal balance thereof, together with accrued
but unpaid interest through a date on or about the date of purchase, or at such
other price as will be specified in the related Prospectus Supplement (in any
event, the "Purchase Price"). If so provided in the Prospectus Supplement for a
series of Certificates, a Mortgage Asset Seller, in lieu of repurchasing a
Mortgage Loan as to which there is missing or defective loan documentation,
will have the option, exercisable upon certain conditions and/or within a
specified period after initial issuance of such series of Certificates, to
replace such Mortgage Loan with one or more other mortgage loans, in accordance
with standards that will be described in the Prospectus Supplement. Unless
otherwise specified in the related Prospectus Supplement, this repurchase or
substitution obligation will constitute the sole remedy to holders of the
Certificates of any series or to the related Trustee on their behalf for
missing or defective Mortgage Asset documentation and neither the Depositor
nor, unless it is the Mortgage Asset Seller, the Master Servicer will be
obligated to purchase or replace a Mortgage Loan if a Mortgage Asset Seller
defaults on its obligation to do so.
The Trustee will be authorized at any time to appoint one or more
custodians pursuant to a custodial agreement to hold title to the Mortgage
Loans in any Trust Fund, and to maintain possession of and, if applicable, to
review, the documents relating to such Mortgage Loans, in any case as the agent
of the Trustee. The identity of any such custodian to be appointed on the date
of initial issuance of the Certificates will be set forth in the related
Prospectus Supplement. Any such custodian may be an affiliate of the Depositor
or the Master Servicer.
REPRESENTATIONS AND WARRANTIES; REPURCHASES
Unless otherwise provided in the Prospectus Supplement for a series of
Certificates, the Depositor will, with respect to each Mortgage Loan in the
related Trust Fund, make or assign, or cause to be made or assigned, certain
representations and warranties (the person making such representations and
warranties, the "Warranting Party") covering, by way of example: (i) the
accuracy of the information set forth for such Mortgage Loan on the schedule of
Mortgage Loans appearing as an exhibit to the related Pooling and Servicing
Agreement; (ii) the enforceability of the related Mortgage Note and Mortgage
and the existence of title insurance insuring the lien priority of the related
Mortgage; (iii) the Warranting Party's title to the Mortgage Loan and the
authority of the Warranting Party to sell the Mortgage Loan; and (iv) the
payment status of the Mortgage Loan. It is expected that in most cases the
Warranting Party will be the Mortgage Asset Seller; however, the Warranting
Party may also be an affiliate of the Mortgage Asset Seller, the Depositor or
an affiliate of the Depositor, the Master Servicer, a Special Servicer or
another person acceptable to the Depositor. The Warranting Party, if other than
the Mortgage Asset Seller, will be identified in the related Prospectus
Supplement.
Unless otherwise provided in the related Prospectus Supplement, the Master
Servicer and/or Trustee will be required to notify promptly any Warranting
Party of any breach of any representation or warranty made by it in respect of
a Mortgage Loan that materially and adversely affects the interests of
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the Certificateholders of the related series. If such Warranting Party cannot
cure such breach within a specified period following the date on which it was
notified of such breach, then, unless otherwise provided in the related
Prospectus Supplement, it will be obligated to repurchase such Mortgage Loan
from the Trustee at the applicable Purchase Price. If so provided in the
Prospectus Supplement for a series of Certificates, a Warranting Party, in lieu
of repurchasing a Mortgage Loan as to which a breach has occurred, will have
the option, exercisable upon certain conditions and/or within a specified
period after initial issuance of such series of Certificates, to replace such
Mortgage Loan with one or more other mortgage loans, in accordance with
standards that will be described in the Prospectus Supplement. Unless otherwise
specified in the related Prospectus Supplement, this repurchase or substitution
obligation will constitute the sole remedy available to holders of the
Certificates of any series or to the related Trustee on their behalf for a
breach of representation and warranty by a Warranting Party and neither the
Depositor nor the Master Servicer, in either case unless it is the Warranting
Party, will be obligated to purchase or replace a Mortgage Loan if a Warranting
Party defaults on its obligation to do so.
Representations and warranties may be made in respect of a Mortgage Loan
as of a date prior to the date upon which the related series of Certificates is
issued, and thus may not address events that may occur following the date as of
which they were made. The date as of which the representations and warranties
regarding the Mortgage Loans in any Trust Fund were made will be specified in
the related Prospectus Supplement.
COLLECTION AND OTHER SERVICING PROCEDURES
Unless otherwise specified in the related Prospectus Supplement, the
Master Servicer for any Mortgage Pool, directly or through Sub-Servicers, will
be obligated under the related Pooling and Servicing Agreement to service and
administer the Mortgage Loans in such Mortgage Pool for the benefit of the
related Certificateholders, in accordance with applicable law and with the
terms of such Pooling and Servicing Agreement, such Mortgage Loans and any
instrument of Credit Support included in the related Trust Fund. Subject to the
foregoing, the Master Servicer will have full power and authority to do any and
all things in connection with such servicing and administration that it may
deem necessary and desirable.
As part of its servicing duties, a Master Servicer will be required to
make reasonable efforts to collect all payments called for under the terms and
provisions of the Mortgage Loans that it services and will be obligated to
follow such collection procedures as it would follow with respect to mortgage
loans that are comparable to such Mortgage Loans and held for its own account,
provided (i) such procedures are consistent with the terms of the related
Pooling and Servicing Agreement, and (ii) do not impair recovery under any
instrument of Credit Support included in the related Trust Fund. Consistent
with the foregoing, the Master Servicer will be permitted, in its discretion,
unless otherwise specified in the related Prospectus Supplement, to waive any
Prepayment Premium, late payment charge or other charge in connection with any
Mortgage Loan.
Under a Pooling and Servicing Agreement, a Master Servicer or Special
Servicer will be granted certain discretion to extend relief to Mortgagors
whose payments become delinquent. Unless otherwise specified in the related
Prospectus Supplement, if a material default occurs or a payment default is
reasonably foreseeable with respect to a Mortgage Loan, the Master Servicer or
Special Servicer will be permitted, subject to any specific limitations set
forth in the related Pooling and Servicing Agreement and described in the
related Prospectus Supplement, to modify, waive or amend any term of such
Mortgage Loan, including deferring payments, extending the stated maturity date
or otherwise adjusting the payment schedule, provided that such modification,
waiver or amendment (i) is reasonably likely to produce a greater recovery with
respect to such Mortgage Loan on a present value basis than would liquidation
and (ii) will not adversely affect the coverage under any applicable instrument
of Credit Support.
A mortgagor's failure to make required Mortgage Loan payments may mean
that operating income is insufficient to service the mortgage debt, or may
reflect the diversion of that income from the servicing of the mortgage debt.
In addition, a mortgagor that is unable to make Mortgage Loan payments may also
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be unable to make timely payment of taxes and otherwise to maintain and insure
the related Mortgaged Property. In general, the related Master Servicer will be
required to monitor any Mortgage Loan that is in default, evaluate whether the
causes of the default can be corrected over a reasonable period without
significant impairment of the value of the related Mortgaged Property, initiate
corrective action in cooperation with the Mortgagor if cure is likely, inspect
the related Mortgaged Property and take such other actions as it deems
necessary and appropriate. A significant period of time may elapse before the
Master Servicer is able to assess the success of any such corrective action or
the need for additional initiatives. The time within which the Master Servicer
can make the initial determination of appropriate action, evaluate the success
of corrective action, develop additional initiatives, institute foreclosure
proceedings and actually foreclose (or accept a deed to a Mortgaged Property in
lieu of foreclosure) on behalf of the Certificateholders of the related series
may vary considerably depending on the particular Mortgage Loan, the Mortgaged
Property, the mortgagor, the presence of an acceptable party to assume the
Mortgage Loan and the laws of the jurisdiction in which the Mortgaged Property
is located. If a mortgagor files a bankruptcy petition, the Master Servicer may
not be permitted to accelerate the maturity of the Mortgage Loan or to
foreclose on the related Mortgaged Property for a considerable period of time.
See "Certain Legal Aspects of Mortgage Loans--Bankruptcy Laws."
Mortgagors may, from time to time, request partial releases of the
Mortgaged Properties, easements, consents to alteration or demolition and other
similar matters. The Master Servicer may approve such a request if it has
determined, exercising its business judgment in the same manner as it would if
it were the owner of the related Mortgage Loan, that such approval will not
adversely affect the security for, or the timely and full collectability of,
the related Mortgage Loan; provided, however, that the Master Servicer will not
approve such a request if a REMIC election has been made and such request would
not (in the opinion of independent counsel) result in the imposition of a tax
on the Trust Fund or cause the Trust Fund (or any designated portion thereof)
to fail to qualify as a REMIC under the Code at any time that any Certificate
is outstanding. Any fee collected by the Master Servicer for processing such
request will be retained by the Master Servicer as additional servicing
compensation.
In the case of Mortgage Loans secured by junior liens on the related
Mortgaged Properties, unless otherwise provided in the related Prospectus
Supplement, the Master Servicer will be required to file (or cause to be filed)
of record a request for notice of any action by a superior lienholder under the
Senior Lien for the protection of the related Trustee's interest, where
permitted by local law and whenever applicable state law does not require that
a junior lienholder be named as a party defendant in foreclosure proceedings in
order to foreclose such junior lienholder's equity of redemption. Unless
otherwise specified in the related Prospectus Supplement, the Master Servicer
also will be required to notify any superior lienholder in writing of the
existence of the Mortgage Loan and request notification of any action (as
described below) to be taken against the mortgagor or the Mortgaged Property by
the superior lienholder. If the Master Servicer is notified that any superior
lienholder has accelerated or intends to accelerate the obligations secured by
the related Senior Lien, or has declared or intends to declare a default under
the mortgage or the promissory note secured thereby, or has filed or intends to
file an election to have the related Mortgaged Property sold or foreclosed,
then, unless otherwise specified in the related Prospectus Supplement, the
Master Servicer will be required to take, on behalf of the related Trust Fund,
whatever actions are necessary to protect the interests of the related
Certificateholders, and/or to preserve the security of the related Mortgage
Loan, subject to the application of the REMIC Provisions. Unless otherwise
specified in the related Prospectus Supplement, the Master Servicer will be
required to advance the necessary funds to cure the default or reinstate the
Senior Lien, if such advance is in the best interests of the related
Certificateholders and the Master Servicer determines such advances are
recoverable out of payments on or proceeds of the related Mortgage Loan.
The Master Servicer for any Trust Fund, directly or through Sub-Servicers,
will also be required to perform as to the Mortgage Loans in such Trust Fund
various other customary functions of a servicer of comparable loans, including
maintaining escrow or impound accounts, if required under the related Pooling
and Servicing Agreement, for payment of taxes, insurance premiums, ground rents
and similar items, or otherwise monitoring the timely payment of those items;
attempting to collect delinquent
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payments; supervising foreclosures; negotiating modifications; conducting
property inspections on a periodic or other basis; managing (or overseeing the
management of) Mortgaged Properties acquired on behalf of such Trust Fund
through foreclosure, deed-in-lieu of foreclosure or otherwise (each, an "REO
Property"); and maintaining servicing records relating to such Mortgage Loans.
Unless otherwise specified in the related Prospectus Supplement, the Master
Servicer will be responsible for filing and settling claims in respect of
particular Mortgage Loans under any applicable instrument of Credit Support.
See "Description of Credit Support".
SUB-SERVICERS
A Master Servicer may delegate its servicing obligations in respect of the
Mortgage Loans serviced thereby to one or more third-party servicers (each, a
"Sub-Servicer"); provided that, unless otherwise specified in the related
Prospectus Supplement, such Master Servicer will remain obligated under the
related Pooling and Servicing Agreement. A Sub-Servicer for any series of
Certificates may be an affiliate of the Depositor or Master Servicer. Unless
otherwise provided in the related Prospectus Supplement, each sub-servicing
agreement between a Master Servicer and a Sub-Servicer (a "Sub-Servicing
Agreement") will provide for servicing of the applicable Mortgage Loans
consistent with the related Pooling and Servicing Agreement. A Master Servicer
will be required to monitor the performance of Sub-Servicers retained by it and
will have the right to remove a Sub-Servicer retained by it at any time it
considers such removal to be in the best interests of Certificateholders.
Unless otherwise provided in the related Prospectus Supplement, a Master
Servicer will be solely liable for all fees owed by it to any Sub-Servicer,
irrespective of whether the Master Servicer's compensation pursuant to the
related Pooling and Servicing Agreement is sufficient to pay such fees. Each
Sub-Servicer will be reimbursed by the Master Servicer that retained it for
certain expenditures which it makes, generally to the same extent the Master
Servicer would be reimbursed under a Pooling and Servicing Agreement. See
"--Certificate Account" and "--Servicing Compensation and Payment of Expenses".
SPECIAL SERVICERS
To the extent so specified in the related Prospectus Supplement, one or
more Special Servicers may be a party to the related Pooling and Servicing
Agreement or may be appointed by the Master Servicer or another specified
party. A Special Servicer for any series of Certificates may be an affiliate of
the Depositor or the Master Servicer and may hold, or be affiliated with the
holder of, Subordinate Certificates of such series. A Special Servicer may be
entitled to any of the rights, and subject to any of the obligations, described
herein in respect of a Master Servicer. In general, a Special Servicer's duties
will relate to defaulted Mortgage Loans, including instituting foreclosures and
negotiating work-outs. The related Prospectus Supplement will describe the
rights, obligations and compensation of any Special Servicer for a particular
series of Certificates. The Master Servicer will be liable for the performance
of a Special Servicer only if, and to the extent, set forth in the related
Prospectus Supplement. In certain cases the Master Servicer may be appointed
the Special Servicer.
CERTIFICATE ACCOUNT
General. The Master Servicer, the Trustee and/or a Special Servicer will,
as to each Trust Fund that includes Mortgage Loans, establish and maintain or
cause to be established and maintained the corresponding Certificate Account,
which will be established so as to comply with the standards of each Rating
Agency that has rated any one or more classes of Certificates of the related
series. A Certificate Account may be maintained as an interest-bearing or a
non-interest-bearing account and the funds held therein may be invested pending
each succeeding Distribution Date in United States government securities and
other obligations that are acceptable to each Rating Agency that has rated any
one or more classes of Certificates of the related series ("Permitted
Investments"). Unless otherwise provided in the related Prospectus Supplement,
any interest or other income earned on funds in a Certificate Account will be
paid to the related Master Servicer, Trustee or Special Servicer (if any) as
additional compensation. A Certificate Account may be maintained with the
related Master Servicer, Special
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Servicer or Mortgage Asset Seller or with a depository institution that is an
affiliate of any of the foregoing or of the Depositor, provided that it
complies with applicable Rating Agency standards. If permitted by the
applicable Rating Agency or Agencies, a Certificate Account may contain funds
relating to more than one series of mortgage pass-through certificates and may
contain other funds representing payments on mortgage loans owned by the
related Master Servicer or Special Servicer (if any) or serviced by either on
behalf of others.
Deposits. Unless otherwise provided in the related Pooling and Servicing
Agreement and described in the related Prospectus Supplement, the following
payments and collections received or made by the Master Servicer, the Trustee
or any Special Servicer subsequent to the Cut-off Date (other than payments due
on or before the Cut-off Date) are to be deposited in the Certificate Account
for each Trust Fund that includes Mortgage Loans, within a certain period
following receipt (in the case of collections on or in respect of the Mortgage
Loans) or otherwise as provided in the related Pooling and Servicing Agreement:
(i) all payments on account of principal, including principal
prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans, including
any default interest collected, in each case net of any portion thereof
retained by the Master Servicer or any Special Servicer as its servicing
compensation or as compensation to the Trustee;
(iii) all proceeds received under any hazard, title or other insurance
policy that provides coverage with respect to a Mortgaged Property or the
related Mortgage Loan (other than proceeds applied to the restoration of
the property or released to the related borrower) (collectively, "Insurance
Proceeds"), all proceeds received in connection with the condemnation or
other governmental taking of all or any portion of a Mortgaged Property
(other than proceeds applied to the restoration of the property or released
to the related borrower) (collectively, "Condemnation Proceeds"), and all
other amounts received and retained in connection with the liquidation of
defaulted Mortgage Loans or property acquired in respect thereof, by
foreclosure or otherwise (such amounts, together with those amounts listed
in clause (vii) below, "Liquidation Proceeds"), together with the net
operating income (less reasonable reserves for future expenses) derived
from the operation of any Mortgaged Properties acquired by the Trust Fund
through foreclosure or otherwise;
(iv) any amounts paid under any instrument or drawn from any fund that
constitutes Credit Support for the related series of Certificates;
(v) any advances made with respect to delinquent scheduled payments of
principal and interest on the Mortgage Loans;
(vi) any amounts paid under any Cash Flow Agreement;
(vii) all proceeds of the purchase of any Mortgage Loan, or property
acquired in respect thereof, by the Depositor, any Mortgage Asset Seller or
any other specified person as described under "--Assignment of Mortgage
Loans; Repurchases" and "--Representations and Warranties; Repurchases",
all proceeds of the purchase of any defaulted Mortgage Loan as described
under "--Realization Upon Defaulted Mortgage Loans", and all proceeds of
any Mortgage Asset purchased as described under "Description of the
Certificates--Termination; Retirement of Certificates";
(viii) to the extent that any such item does not constitute additional
servicing compensation to the Master Servicer or a Special Servicer and is
not otherwise retained by the Depositor or another specified person, any
payments on account of modification or assumption fees, late payment
charges, Prepayment Premiums or Equity Participations with respect to the
Mortgage Loans;
(ix) all payments required to be deposited in the Certificate Account
with respect to any deductible clause in any blanket insurance policy
described under "--Hazard Insurance Policies";
(x) any amount required to be deposited by the Master Servicer or the
Trustee in connection with losses realized on investments for the benefit
of the Master Servicer or the Trustee, as the case may be, of funds held in
the Certificate Account; and
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(xi) any other amounts required to be deposited in the Certificate
Account as provided in the related Pooling and Servicing Agreement and
described in the related Prospectus Supplement.
Withdrawals. Unless otherwise provided in the related Pooling and
Servicing Agreement and described in the related Prospectus Supplement, a
Master Servicer, Trustee or Special Servicer may make withdrawals from the
Certificate Account for each Trust Fund that includes Mortgage Loans for any of
the following purposes:
(i) to make distributions to the Certificateholders on each Distribution
Date;
(ii) to pay the Master Servicer or a Special Servicer any servicing fees
not previously retained thereby, such payment to be made out of payments
and other collections of interest on the particular Mortgage Loans as to
which such fees were earned;
(iii) to reimburse the Master Servicer, a Special Servicer or any other
specified person for unreimbursed advances of delinquent scheduled payments
of principal and interest made by it, and certain unreimbursed servicing
expenses incurred by it, with respect to Mortgage Loans in the Trust Fund
and properties acquired in respect thereof, such reimbursement to be made
out of amounts that represent late payments collected on the particular
Mortgage Loans, Liquidation Proceeds, Condemnation Proceeds and Insurance
Proceeds collected on the particular Mortgage Loans and properties, and net
income collected on the particular properties, with respect to which such
advances were made or such expenses were incurred or out of amounts drawn
under any form of Credit Support with respect to such Mortgage Loans and
properties, or if in the judgment of the Master Servicer, the Special
Servicer or such other person, as applicable, such advances and/or expenses
will not be recoverable from such amounts, such reimbursement to be made
from amounts collected on other Mortgage Loans in the same Trust Fund or,
if and to the extent so provided by the related Pooling and Servicing
Agreement and described in the related Prospectus Supplement, only from
that portion of amounts collected on such other Mortgage Loans that is
otherwise distributable on one or more classes of Subordinate Certificates
of the related series;
(iv) if and to the extent described in the related Prospectus Supplement,
to pay the Master Servicer, a Special Servicer or any other specified
person interest accrued on the advances and servicing expenses described in
clause (iii) above incurred by it while such remain outstanding and
unreimbursed;
(v) to pay for costs and expenses incurred by the Trust Fund for
environmental site assessments performed with respect to Mortgaged
Properties that constitute security for defaulted Mortgage Loans, and for
any containment, clean-up or remediation of hazardous wastes and materials
present on such Mortgaged Properties, as described under "--Realization
Upon Defaulted Mortgage Loans";
(vi) to reimburse the Master Servicer, the Depositor, the Trustee, or any
of their respective directors, officers, employees and agents, as the case
may be, for certain expenses, costs and liabilities incurred thereby, as
and to the extent described under "--Certain Matters Regarding the Master
Servicer and the Depositor" and "--Certain Matters Regarding the Trustee";
(vii) if and to the extent described in the related Prospectus
Supplement, to pay the fees of the Trustee and any provider of Credit
Support;
(viii) if and to the extent described in the related Prospectus
Supplement, to reimburse prior draws on any form of Credit Support;
(ix) to pay the Master Servicer, a Special Servicer or the Trustee, as
appropriate, interest and investment income earned in respect of amounts
held in the Certificate Account as additional compensation;
(x) to pay any servicing expenses not otherwise required to be advanced
by the Master Servicer, a Special Servicer or any other specified person;
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(xi) if one or more elections have been made to treat the Trust Fund or
designated portions thereof as a REMIC, to pay any federal, state or local
taxes imposed on the Trust Fund or its assets or transactions, as and to
the extent described under "Certain Federal Income Tax Consequences--
REMICs--Prohibited Transactions Tax and Other Taxes";
(xii) to pay for the cost of various opinions of counsel obtained
pursuant to the related Pooling and Servicing Agreement for the benefit of
Certificateholders;
(xiii) to make any other withdrawals permitted by the related Pooling and
Servicing Agreement and described in the related Prospectus Supplement; and
(xiv) to clear and terminate the Certificate Account upon the
termination of the Trust Fund.
REALIZATION UPON DEFAULTED MORTGAGE LOANS
If a default on a Mortgage Loan has occurred or, in the Master Servicer's
judgment, a payment default is imminent, the Master Servicer, on behalf of the
Trustee, may at any time institute foreclosure proceedings, exercise any power
of sale contained in the related Mortgage, obtain a deed in lieu of
foreclosure, or otherwise acquire title to the related Mortgaged Property, by
operation of law or otherwise. Unless otherwise specified in the related
Prospectus Supplement, the Master Servicer may not, however, acquire title to
any Mortgaged Property, have a receiver of rents appointed with respect to any
Mortgaged Property or take any other action with respect to any Mortgaged
Property that would cause the Trustee, for the benefit of the related series of
Certificateholders, or any other specified person to be considered to hold
title to, to be a "mortgagee-in-possession" of, or to be an "owner" or an
"operator" of such Mortgaged Property within the meaning of certain federal
environmental laws, unless the Master Servicer has previously received a report
prepared by a person who regularly conducts environmental audits (which report
will be an expense of the Trust Fund) and either:
(i) such report indicates that (a) the Mortgaged Property is in
compliance with applicable environmental laws and regulations and (b) there
are no circumstances or conditions present at the Mortgaged Property that
have resulted in any contamination for which investigation, testing,
monitoring, containment, clean-up or remediation could be required under
any applicable environmental laws and regulations; or
(ii) the Master Servicer, based solely (as to environmental matters and
related costs) on the information set forth in such report, determines that
taking such actions as are necessary to bring the Mortgaged Property into
compliance with applicable environmental laws and regulations and/or taking
the actions contemplated by clause (i)(b) above, is reasonably likely to
produce a greater recovery, taking into account the time value of money,
than not taking such actions. See "Certain Legal Aspects of Mortgage
Loans--Environmental Considerations".
A Pooling and Servicing Agreement may grant to the Master Servicer, a
Special Servicer, a provider of Credit Support and/or the holder or holders of
certain classes of the related series of Certificates a right of first refusal
to purchase from the Trust Fund, at a predetermined purchase price (which, if
insufficient to fully fund the entitlements of Certificateholders to principal
and interest thereon, will be specified in the related Prospectus Supplement),
any Mortgage Loan as to which a specified number of scheduled payments are
delinquent. In addition, unless otherwise specified in the related Prospectus
Supplement, the Master Servicer may offer to sell any defaulted Mortgage Loan
if and when the Master Servicer determines, consistent with its normal
servicing procedures, that such a sale would produce a greater recovery, taking
into account the time value of money, than would liquidation of the related
Mortgaged Property. In the absence of any such sale, the Master Servicer will
generally be required to proceed against the related Mortgaged Property,
subject to the discussion below.
Unless otherwise provided in the related Prospectus Supplement, if title
to any Mortgaged Property is acquired by a Trust Fund as to which a REMIC
election has been made, the Master Servicer, on behalf of the Trust Fund, will
be required to sell the Mortgaged Property within three full years after the
taxable year of acquisition, unless (i) the Internal Revenue Service (the
"IRS") grants an extension of time to sell such property or (ii) the Trustee
receives an opinion of independent counsel to the effect that the holding
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of the property by the Trust Fund for longer than such period will not result
in the imposition of a tax on the Trust Fund or cause the Trust Fund (or any
designated portion thereof) to fail to qualify as a REMIC under the Code at any
time that any Certificate is outstanding. Subject to the foregoing and any
other tax-related limitations, the Master Servicer will generally be required
to attempt to sell any Mortgaged Property so acquired on the same terms and
conditions it would if it were the owner. Unless otherwise provided in the
related Prospectus Supplement, if title to any Mortgaged Property is acquired
by a Trust Fund as to which a REMIC election has been made, the Master Servicer
will also be required to ensure that the Mortgaged Property is administered so
that it constitutes "foreclosure property" within the meaning of Code Section
860G(a)(8) at all times, that the sale of such property does not result in the
receipt by the Trust Fund of any income from non-permitted assets as described
in Code Section 860F(a)(2)(B), and that the Trust Fund does not derive any "net
income from foreclosure property" within the meaning of Code Section
860G(c)(2), with respect to such property. If the Trust Fund acquires title to
any Mortgaged Property, the Master Servicer, on behalf of the Trust Fund, may
retain an independent contractor to manage and operate such property. The
retention of an independent contractor, however, will not relieve the Master
Servicer of its obligation to manage such Mortgaged Property as required under
the related Pooling and Servicing Agreement.
If Liquidation Proceeds collected with respect to a defaulted Mortgage
Loan are less than the outstanding principal balance of the defaulted Mortgage
Loan plus interest accrued thereon plus the aggregate amount of reimbursable
expenses incurred by the Master Servicer in connection with such Mortgage Loan,
then, to the extent that such shortfall is not covered by any instrument or
fund constituting Credit Support, the Trust Fund will realize a loss in the
amount of such shortfall. The Master Servicer will be entitled to reimbursement
out of the Liquidation Proceeds recovered on any defaulted Mortgage Loan, prior
to the distribution of such Liquidation Proceeds to Certificateholders, amounts
that represent unpaid servicing compensation in respect of the Mortgage Loan,
unreimbursed servicing expenses incurred with respect to the Mortgage Loan and
any unreimbursed advances of delinquent payments made with respect to the
Mortgage Loan. In addition, if and to the extent set forth in the related
Prospectus Supplement, amounts otherwise distributable on the Certificates may
be further reduced by interest payable to the Master Servicer on such servicing
expenses and advances.
If any Mortgaged Property suffers damage such that the proceeds, if any,
of the related hazard insurance policy are insufficient to restore fully the
damaged property, the Master Servicer will not be required to expend its own
funds to effect such restoration unless (and to the extent not otherwise
provided in the related Prospectus Supplement) it determines (i) that such
restoration will increase the proceeds to Certificateholders on liquidation of
the Mortgage Loan after reimbursement of the Master Servicer for its expenses
and (ii) that such expenses will be recoverable by it from related Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds and/or amounts drawn on
any instrument or fund constituting Credit Support.
HAZARD INSURANCE POLICIES
Unless otherwise specified in the related Prospectus Supplement, each
Pooling and Servicing Agreement will require the Master Servicer to use
reasonable efforts to cause each Mortgage Loan borrower to maintain a hazard
insurance policy that provides for such coverage as is required under the
related Mortgage or, if the Mortgage permits the holder thereof to dictate to
the borrower the insurance coverage to be maintained on the related Mortgaged
Property, such coverage as is consistent with the Master Servicer's normal
servicing procedures. Unless otherwise specified in the related Prospectus
Supplement, such coverage generally will be in an amount equal to the lesser of
the principal balance owing on such Mortgage Loan and the replacement cost of
the related Mortgaged Property. The ability of a Master Servicer to assure that
hazard insurance proceeds are appropriately applied may be dependent upon its
being named as an additional insured under any hazard insurance policy and
under any other insurance policy referred to below, or upon the extent to which
information concerning covered losses is furnished by borrowers. All amounts
collected by a Master Servicer under any such policy (except for amounts to be
applied to the restoration or repair of the Mortgaged Property or released to
the borrower in accordance with the Master Servicer's normal servicing
procedures and/or to the terms and conditions of the related Mortgage and
Mortgage Note) will be deposited in the related Certificate
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Account. The Pooling and Servicing Agreement may provide that the Master
Servicer may satisfy its obligation to cause each borrower to maintain such a
hazard insurance policy by maintaining a blanket policy insuring against hazard
losses on all of the Mortgage Loans in a Trust Fund. If such blanket policy
contains a deductible clause, the Master Servicer will be required, in the
event of a casualty covered by such blanket policy, to deposit in the related
Certificate Account all additional sums that would have been deposited therein
under an individual policy but were not because of such deductible clause.
In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by fire,
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil
commotion, subject to the conditions and exclusions specified in each policy.
Although the policies covering the Mortgaged Properties will be underwritten by
different insurers under different state laws in accordance with different
applicable state forms, and therefore will not contain identical terms and
conditions, most such policies typically do not cover any physical damage
resulting from war, revolution, governmental actions, floods and other
water-related causes, earth movement (including earthquakes, landslides and
mudflows), wet or dry rot, vermin and domestic animals. Accordingly, a
Mortgaged Property may not be insured for losses arising from any such cause
unless the related Mortgage specifically requires, or permits the holder
thereof to require, such coverage.
The hazard insurance policies covering the Mortgaged Properties will
typically contain co-insurance clauses that in effect require an insured at all
times to carry insurance of a specified percentage (generally 80% to 90%) of
the full replacement value of the improvements on the property in order to
recover the full amount of any partial loss. If the insured's coverage falls
below this specified percentage, such clauses generally provide that the
insurer's liability in the event of partial loss does not exceed the lesser of
(i) the replacement cost of the improvements less physical depreciation and
(ii) such proportion of the loss as the amount of insurance carried bears to
the specified percentage of the full replacement cost of such improvements.
DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS
Certain of the Mortgage Loans may contain a due-on-sale clause that
entitles the lender to accelerate payment of the Mortgage Loan upon any sale or
other transfer of the related Mortgaged Property made without the lender's
consent. Certain of the Mortgage Loans may also contain a due-on-encumbrance
clause that entitles the lender to accelerate the maturity of the Mortgage Loan
upon the creation of any other lien or encumbrance upon the Mortgaged Property.
Unless otherwise provided in the related Prospectus Supplement, the Master
Servicer will determine whether to exercise any right the Trustee may have
under any such provision in a manner consistent with the Master Servicer's
normal servicing procedures. Unless otherwise specified in the related
Prospectus Supplement, the Master Servicer will be entitled to retain as
additional servicing compensation any fee collected in connection with the
permitted transfer of a Mortgaged Property. See "Certain Legal Aspects of
Mortgage Loans--Due-on-Sale and Due-on-Encumbrance".
SERVICING COMPENSATION AND PAYMENT OF EXPENSES
Unless otherwise specified in the related Prospectus Supplement, a Master
Servicer's primary servicing compensation with respect to a series of
Certificates will come from the periodic payment to it of a specified portion
of the interest payments on each Mortgage Loan in the related Trust Fund.
Because such compensation is generally based on a percentage of the principal
balance of each such Mortgage Loan outstanding from time to time, it will
decrease in accordance with the amortization of the Mortgage Loans. If and to
the extent described in the related Prospectus Supplement, a Master Servicer's
compensation may also include: (i) an additional specified portion of the
interest payments on each defaulted Mortgage Loan serviced by the Master
Servicer; (ii) subject to any specified limitations, a fixed percentage of some
or all of the collections and proceeds received with respect to any defaulted
Mortgage Loan as to which it negotiated a work-out or that it liquidated; and
(iii) any other amounts specified in the related Prospectus Supplement. Unless
otherwise specified in the related Prospectus Supplement, the Master Servicer
may retain, as additional compensation, all or a portion of late payment
charges, Prepayment Premiums, modification fees and other fees collected from
borrowers and any
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interest or other income that may be earned on funds held in the Certificate
Account. Any Sub-Servicer will receive a portion of the Master Servicer's
compensation as its sub-servicing compensation.
In addition to amounts payable to any Sub-Servicer, a Master Servicer may
be required, to the extent provided in the related Prospectus Supplement, to
pay from amounts that represent its servicing compensation certain expenses
incurred in connection with the administration of the related Trust Fund,
including, without limitation, payment of the fees and disbursements of
independent accountants, payment of fees and disbursements of the Trustee and
any custodians appointed thereby and payment of expenses incurred in connection
with distributions and reports to Certificateholders. Certain other expenses,
including certain expenses related to Mortgage Loan defaults and liquidations
and, to the extent so provided in the related Prospectus Supplement, interest
on such expenses at the rate specified therein, and the fees of any Special
Servicer, may be required to be borne by the Trust Fund.
EVIDENCE AS TO COMPLIANCE
Each Pooling and Servicing Agreement will provide that on or before a
specified date in each year, beginning the first such date that is at least a
specified number of months after the Cut-off Date, a firm of independent public
accountants will furnish a statement to the related Trustee to the effect that,
on the basis of an examination by such firm conducted substantially in
compliance with the Uniform Single Attestation Program for Mortgage Bankers
established by the Mortgage Bankers Association of America with respect to the
servicing of commercial and multifamily mortgage loans or the Audit Program for
Mortgages serviced for FHLMC, the servicing of mortgage loans under agreements
(including the related Pooling and Servicing Agreement) substantially similar
to each other was conducted in compliance with such agreements except for such
significant exceptions or errors in records that, in the opinion of the firm,
the Uniform Single Audit Program for Mortgage Bankers or the Audit Program for
Mortgages serviced for FHLMC requires it to report. In rendering its statement
such firm may rely, as to the matters relating to the direct servicing of
mortgage loans by Sub-Servicers, upon comparable statements for examinations
conducted substantially in compliance with the Uniform Single Audit Program for
Mortgage Bankers or the Audit Program for Mortgages serviced for FHLMC
(rendered within one year of such statement) of firms of independent public
accountants with respect to those Subservicers which also have been the subject
of such an examination.
Each Pooling and Servicing Agreement will also provide that, on or before
a specified date in each year, beginning the first such date that is at least a
specified number of months after the Cut-off Date, there is to be delivered to
the related Trustee an annual statement signed by one or more officers of the
Master Servicer to the effect that, to the best knowledge of each such officer,
the Master Servicer has fulfilled in all material respects its obligations
under the Pooling and Servicing Agreement throughout the preceding year or, if
there has been a material default in the fulfillment of any such obligation,
such statement shall specify each such known default and the nature and status
thereof. Such statement may be provided as a single form making the required
statements as to more than one Pooling and Servicing Agreement.
Unless otherwise specified in the related Prospectus Supplement, copies of
the annual accountants' statement and the annual statement of officers of a
Master Servicer may be obtained by Certificateholders upon written request to
the Trustee.
CERTAIN MATTERS REGARDING THE MASTER SERVICER AND THE DEPOSITOR
The entity servicing as Master Servicer under a Pooling and Servicing
Agreement may be an affiliate of the Depositor and may have other normal
business relationships with the Depositor or the Depositor's affiliates. Unless
otherwise specified in the related Prospectus Supplement, the Pooling and
Servicing Agreement for a series of Certificates will provide that the Master
Servicer may not resign from its obligations and duties thereunder except upon
a determination that performance of such duties is no longer permissible under
applicable law or except in connection with a permitted transfer of servicing.
No such resignation will become effective until the Trustee or a successor
servicer has assumed the Master Servicer's obligations and duties under the
Pooling and Servicing Agreement.
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Unless otherwise specified in the related Prospectus Supplement, each
Pooling and Servicing Agreement will also provide that, except as set forth
below, neither the Master Servicer, the Depositor, nor any director, officer,
employee or agent of the Master Servicer or the Depositor will be under any
liability to the Trust Fund or the Certificateholders for any action taken or
for refraining from the taking of any action in good faith pursuant to the
Pooling and Servicing Agreement, or for errors in judgment; provided, however,
that neither the Master Servicer, the Depositor, nor any such person will be
protected against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of reckless disregard of obligations and duties thereunder. Unless
otherwise specified in the related Prospectus Supplement, each Pooling and
Servicing Agreement will further provide that the Master Servicer, the
Depositor, and any director, officer, employee or agent of the Master Servicer
or the Depositor is entitled to indemnification by the Trust Fund and will be
held harmless against any loss, liability or expense incurred in connection
with any legal action relating to the Pooling and Servicing Agreement or the
related series of Certificates, other than any loss, liability or expense
related to any specific Mortgage Loan or Mortgage Loans (except any such loss,
liability or expense otherwise reimbursable pursuant to the Pooling and
Servicing Agreement) and any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of duties
thereunder or by reason of reckless disregard of obligations and duties
thereunder. In addition, each Pooling and Servicing Agreement will provide that
neither the Master Servicer nor the Depositor will be under any obligation to
appear in, prosecute or defend any legal or administrative action that is not
incidental to its respective duties under the Pooling and Servicing Agreement
and which in its opinion may involve it in any expense or liability. The Master
Servicer or the Depositor may, however, in its discretion undertake any such
action which it may deem necessary or desirable with respect to the Pooling and
Servicing Agreement and the rights and duties of the parties thereto and the
interests of the Certificateholders thereunder. In such event, the legal
expenses and costs of such action and any liability resulting therefrom will be
expenses, costs and liabilities of the Trust Fund, and the Master Servicer or
the Depositor, as the case may be, will be entitled to be reimbursed therefor
out of funds otherwise distributable to Certificateholders.
Any person into which the Master Servicer may be merged or consolidated,
any person resulting from any merger or consolidation to which the Master
Servicer is a party or any person succeeding to the business of the Master
Servicer will be the successor of the Master Servicer under the Pooling and
Servicing Agreement, provided that, unless otherwise specified in the related
Prospectus Supplement, (i) such person is qualified to service mortgage loans
on behalf of FNMA or FHLMC and (ii) such merger, consolidation or succession
does not adversely affect the then-current ratings of the classes of
Certificates of the related series that have been rated. In addition,
notwithstanding the prohibition on its resignation, the Master Servicer may
assign its rights under a Pooling and Servicing Agreement to any person to whom
the Master Servicer is transferring a substantial portion of its mortgage
servicing portfolio, provided clauses (i) and (ii) above are satisfied. In the
case of any such assignment, the Master Servicer will be released from its
obligations under such Pooling and Servicing Agreement, other than liabilities
and obligations incurred by it prior to the time of such assignment.
EVENTS OF DEFAULT
Events of Default under the Pooling and Servicing Agreement in respect of
a series of Certificates, unless otherwise specified in the Prospectus
Supplement, will include, without limitation, (i) any failure by the Master
Servicer to make a required deposit to the Certificate Account or, if the
Master Servicer is so required, to distribute to the holders of any class of
Certificates of such series any required payment which continues unremedied for
5 days after the giving of written notice of such failure to the Master
Servicer by the Trustee or the Depositor, or to the Master Servicer, the
Depositor and the Trustee by the holders of Certificates of such class
evidencing not less than 25% of the aggregate Percentage Interests constituting
such class; (ii) any failure by the Master Servicer duly to observe or perform
in any material respect any other of its covenants or agreements in the Pooling
and Servicing Agreement with respect to such series of Certificates which
continues unremedied for 30 days after the giving of written notice of such
failure to the Master Servicer by the Trustee or the Depositor, or to the
Master Servicer, the Depositor and the Trustee by the holders of any class of
Certificates of such series evidencing not less
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than 25% of the aggregate Percentage Interests constituting such class; and
(iii) certain events of insolvency, readjustment of debt, marshalling of assets
and liabilities or similar proceedings regarding the Master Servicer and
certain actions by the Master Servicer indicating its insolvency or inability
to pay its obligations. Material variations to the foregoing Events of Default
(other than to add thereto or to make them more restrictive) will be specified
in the related Prospectus Supplement. A default pursuant to the terms of any
MBS included in any Trust Fund will not constitute an Event of Default under
the related Pooling and Servicing Agreement.
RIGHTS UPON EVENT OF DEFAULT
So long as an Event of Default remains unremedied, either the Depositor or
the Trustee may, and at the direction of the holders of Certificates evidencing
not less than 51% of the aggregate undivided interests (or, if so specified in
the related Prospectus Supplement, voting rights) in the related Trust Fund the
Trustee shall, by written notification to the Master Servicer and to the
Depositor or the Trustee, as applicable, terminate all of the rights and
obligations of the Master Servicer under the Pooling and Servicing Agreement
covering such Trust Fund and in and to the related Mortgage Loans and the
proceeds thereof (other than any rights of the Master Servicer as
Certificateholder and other than any rights of the Master Servicer to payment
and/or reimbursement for previously earned servicing fees and outstanding
advances), whereupon the Trustee or, upon notice to the Depositor and with the
Depositor's consent, its designee will succeed to all responsibilities, duties
and liabilities of the Master Servicer under such Pooling and Servicing
Agreement (other than the obligation to purchase Mortgage Loans under certain
circumstances) and will be entitled to similar compensation arrangements. In
the event that the Trustee would be obligated to succeed the Master Servicer
but is unwilling so to act, it may appoint (or if it is unable so to act, it
shall appoint) or petition a court of competent jurisdiction for the
appointment of, a FNMA- or FHLMC-approved mortgage servicing institution with a
net worth of at least $10,000,000 to act as successor to the Master Servicer
under the Pooling and Servicing Agreement (unless otherwise set forth in the
Pooling and Servicing Agreement). Pending such appointment, the Trustee is
obligated to act in such capacity. The Trustee and such successor may agree
upon the servicing compensation to be paid, which in no event may be greater
than the compensation to the initial Master Servicer under the Pooling and
Servicing Agreement.
No Certificateholder will have any right under a Pooling and Servicing
Agreement to institute any proceeding with respect to such Pooling and
Servicing Agreement unless such holder previously has given to the Trustee
written notice of default and the continuance thereof and unless the holders of
Certificates of any class evidencing not less than 25% of the aggregate
Percentage Interests constituting such class have made written request upon the
Trustee to institute such proceeding in its own name as Trustee thereunder and
have offered to the Trustee reasonable indemnity and the Trustee for 60 days
after receipt of such request and indemnity has neglected or refused to
institute any such proceeding. However, the Trustee will be under no obligation
to exercise any of the trusts or powers vested in it by the Pooling and
Servicing Agreement or to institute, conduct or defend any litigation
thereunder or in relation thereto at the request, order or direction of any of
the holders of Certificates covered by such Pooling and Servicing Agreement,
unless such Certificateholders have offered to the Trustee reasonable security
or indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby.
AMENDMENT
Each Pooling and Servicing Agreement may be amended by the parties
thereto, without the consent of any of the holders of Certificates covered by
such Pooling and Servicing Agreement, (i) to cure any ambiguity, (ii) to
correct or supplement any provision therein which may be inconsistent with any
other provision therein or to correct any error, (iii) to change the timing
and/or nature of deposits in the Certificate Account, provided that (A) such
change would not adversely affect in any material respect the interests of any
Certificateholder, as evidenced by an opinion of counsel, and (B) such change
would not adversely affect the then-current rating of any rated classes of
Certificates, as evidenced by a letter from each applicable Rating Agency, (iv)
if a REMIC election has been made with respect to the related Trust Fund, to
modify, eliminate or add to any of its provisions (A) to such extent as shall
be necessary or
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desirable to maintain the qualification of the Trust Fund as a REMIC or to
avoid or minimize the risk of imposition of any tax on the related Trust Fund,
provided that the Trustee has received an opinion of counsel to the effect that
(1) such action is necessary or desirable to maintain such qualification or to
avoid or minimize such risk, and (2) such action will not adversely affect in
any material respect the interests of any holder of Certificates covered by the
Pooling and Servicing Agreement, or (C) to restrict the transfer of the REMIC
Residual Certificates, provided that the Depositor has determined that the
then-current ratings of the classes of the Certificates that have been rated
will not be adversely affected, as evidenced by a letter from each applicable
Rating Agency, and that any such amendment will not give rise to any tax with
respect to the transfer of the REMIC Residual Certificates to a non-Permitted
Transferee, (v) to make any other provisions with respect to matters or
questions arising under such Pooling and Servicing Agreement or any other
change, provided that such action will not adversely affect in any material
respect the interests of any Certificateholder, or (vi) to amend specified
provisions that are not material to holders of any class of Certificates
offered hereunder.
Unless otherwise specified in the Prospectus Supplement, the Pooling and
Servicing Agreement may also be amended by the parties thereto with the consent
of the holders of Certificates of each class affected thereby evidencing, in
each case, not less than 66% of the aggregate Percentage Interests constituting
such class for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of such Pooling and Servicing
Agreement or of modifying in any manner the rights of the holders of
Certificates covered by such Pooling and Servicing Agreement, except that no
such amendment may (i) reduce in any manner the amount of, or delay the timing
of, payments received on Mortgage Loans which are required to be distributed on
a Certificate of any class 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
without the consent of the holders of all Certificates of such class covered by
such Pooling and Servicing Agreement then outstanding.
Notwithstanding the foregoing, if a REMIC election has been made with
respect to the related Trust Fund, the Trustee will not be required to consent
to any amendment to a Pooling and Servicing Agreement without having first
received an opinion of counsel to the effect that such amendment or the
exercise of any power granted to the Master Servicer, the Depositor, the
Trustee or any other specified person in accordance with such amendment will
not result in the imposition of a tax on the related Trust Fund or cause such
Trust Fund to fail to qualify as a REMIC.
THE TRUSTEE
The Trustee under each Pooling and Servicing Agreement will be named in
the related Prospectus Supplement. The commercial bank, national banking
association, banking corporation or trust company that serves as Trustee may
have typical banking relationships with the Depositor and its affiliates.
DUTIES OF THE TRUSTEE
The Trustee for each series of Certificates will make no representation as
to the validity or sufficiency of the related Pooling and Servicing Agreement,
the Certificates or any underlying Mortgage Asset or related document and will
not be accountable for the use or application by or on behalf of any Master
Servicer or Special Servicer of any funds paid to the Master Servicer or
Special Servicer in respect of the Certificates or the underlying Mortgage
Assets. If no Event of Default has occurred and is continuing, the Trustee for
each series of Certificates will be required to perform only those duties
specifically required under the related Pooling and Servicing Agreement.
However, upon receipt of any of the various certificates, reports or other
instruments required to be furnished to it pursuant to the related Pooling and
Servicing Agreement, a Trustee will be required to examine such documents and
to determine whether they conform to the requirements of such agreement.
CERTAIN MATTERS REGARDING THE TRUSTEE
As and to the extent described in the related Prospectus Supplement, the
fees and normal disbursements of any Trustee may be the expense of the related
Master Servicer or other specified person or may be required to be borne by the
related Trust Fund.
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Unless otherwise specified in the related Prospectus Supplement, the
Trustee for each series of Certificates will be entitled to indemnification,
from amounts held in the Certificate Account for such series, for any loss,
liability or expense incurred by the Trustee in connection with the Trustee's
acceptance or administration of its trusts under the related Pooling and
Servicing Agreement; provided, however, that such indemnification will not
extend to any loss liability or expense incurred by reason of willful
misfeasance, bad faith or negligence on the part of the Trustee in the
performance of its obligations and duties thereunder, or by reason of its
reckless disregard of such obligations or duties.
Unless otherwise specified in the related Prospectus Supplement, the
Trustee for each series of Certificates will be entitled to execute any of its
trusts or powers under the related Pooling and Servicing Agreement or perform
any of this duties thereunder either directly or by or through agents or
attorneys.
RESIGNATION AND REMOVAL OF THE TRUSTEE
The Trustee may resign at any time, in which event the Depositor will be
obligated to appoint a successor Trustee. The Depositor may also remove the
Trustee if the Trustee ceases to be eligible to continue as such under the
Pooling and Servicing Agreement or if the Trustee becomes insolvent. Upon
becoming aware of such circumstances, the Depositor will be obligated to
appoint a successor Trustee. The Trustee may also be removed at any time by the
holders of Certificates evidencing not less than 51% of the aggregate undivided
interests (or, if so specified in the related Prospectus Supplement, voting
rights) in the related Trust Fund. Any resignation or removal of the Trustee
and appointment of a successor Trustee will not become effective until
acceptance of the appointment by the successor Trustee.
DESCRIPTION OF CREDIT SUPPORT
GENERAL
Credit Support may be provided with respect to one or more classes of the
Certificates of any series, or with respect to the related Mortgage Assets.
Credit Support may be in the form of a letter of credit, the subordination of
one or more classes of Certificates, the use of a pool insurance policy or
guarantee insurance, the establishment of one or more reserve funds or another
method of Credit Support described in the related Prospectus Supplement, or any
combination of the foregoing. If and to the extent so provided in the related
Prospectus Supplement, any of the foregoing forms of Credit Support may provide
credit enhancement for more than one series of Certificates.
Unless otherwise provided in the related Prospectus Supplement for a
series of Certificates, the Credit Support will not provide protection against
all risks of loss and will not guarantee payment to Certificateholders of all
amounts to which they are entitled under the related Pooling and Servicing
Agreement. If losses or shortfalls occur that exceed the amount covered by the
related Credit Support or that are of a type not covered by such Credit
Support, Certificateholders will bear their allocable share of deficiencies.
Moreover, if a form of Credit Support covers the Offered Certificates of more
than one series and losses on the related Mortgage Assets exceed the amount of
such Credit Support, it is possible that the holders of Offered Certificates of
one (or more) such series will be disproportionately benefited by such Credit
Support to the detriment of the holders of Offered Certificates of one (or
more) other such series.
If Credit Support is provided with respect to one or more classes of
Certificates of a series, or with respect to the related Mortgage Assets, the
related Prospectus Supplement will include a description of (i) the nature and
amount of coverage under such Credit Support, (ii) any conditions to payment
thereunder not otherwise described herein, (iii) the conditions (if any) under
which the amount of coverage under such Credit Support may be reduced and under
which such Credit Support may be terminated or replaced and (iv) the material
provisions relating to such Credit Support. Additionally, the related
Prospectus Supplement will set forth certain information with respect to the
obligor, if any, under any instrument of Credit Support. See "Risk
Factors--Credit Support Limitations".
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SUBORDINATE CERTIFICATES
If so specified in the related Prospectus Supplement, one or more classes
of Certificates of a series may be Subordinate Certificates. To the extent
specified in the related Prospectus Supplement, the rights of the holders of
Subordinate Certificates to receive distributions from the Certificate Account
on any Distribution Date will be subordinated to the corresponding rights of
the holders of Senior Certificates. If so provided in the related Prospectus
Supplement, the subordination of a class may apply only in the event of certain
types of losses or shortfalls. The related Prospectus Supplement will set forth
information concerning the method and amount of subordination provided by a
class or classes of Subordinate Certificates in a series and the circumstances
under which such subordination will be available.
If the Mortgage Assets in any Trust Fund are divided into separate groups,
each supporting a separate class or classes of Certificates of the related
series, Credit Support may be provided by cross-support provisions requiring
that distributions be made on Senior Certificates evidencing interests in one
group of Mortgage Assets prior to distributions on Subordinate Certificates
evidencing interests in a different group of Mortgage Assets within the Trust
Fund. The Prospectus Supplement for a series that includes a cross-support
provision will describe the manner and conditions for applying such provisions.
INSURANCE OR GUARANTEES WITH RESPECT TO MORTGAGE LOANS
If so provided in the Prospectus Supplement for a series of Certificates,
Mortgage Loans included in the related Trust Fund will be covered for certain
default risks by insurance policies or guarantees. The related Prospectus
Supplement will describe the nature of such default risks and the extent of
such coverage.
LETTER OF CREDIT
If so provided in the Prospectus Supplement for a series of Certificates,
deficiencies in amounts otherwise payable on such Certificates or certain
classes thereof will be covered by one or more letters of credit, issued by a
bank or other financial institution specified in such Prospectus Supplement
(the "Letter of Credit Bank"). Under a letter of credit, the Letter of Credit
Bank will be obligated to honor draws thereunder in an aggregate fixed dollar
amount, net of unreimbursed payments thereunder, generally equal to a
percentage specified in the related Prospectus Supplement of the aggregate
principal balance of the Mortgage Assets on the related Cut-off Date or of the
initial aggregate Certificate Balance of one or more classes of Certificates.
If so specified in the related Prospectus Supplement, the letter of credit may
permit draws only in the event of certain types of losses and shortfalls. The
amount available under the letter of credit will, in all cases, be reduced to
the extent of the unreimbursed payments thereunder and may otherwise be reduced
as described in the related Prospectus Supplement. The obligations of the
Letter of Credit Bank under the letter of credit for each series of
Certificates will expire at the earlier of the date specified in the related
Prospectus Supplement or the termination of the Trust Fund.
CERTIFICATE INSURANCE AND SURETY BONDS
If so provided in the Prospectus Supplement for a series of Certificates,
deficiencies in amounts otherwise payable on such Certificates or certain
classes thereof will be covered by insurance policies or surety bonds provided
by one or more insurance companies or sureties. Such instruments may cover,
with respect to one or more classes of Certificates of the related series,
timely distributions of interest or distributions of principal on the basis of
a schedule of principal distributions set forth in or determined in the manner
specified in the related Prospectus Supplement. The related Prospectus
Supplement will describe any limitations on the draws that may be made under
any such instrument.
RESERVE FUNDS
If so provided in the Prospectus Supplement for a series of Certificates,
deficiencies in amounts otherwise payable on such Certificates or certain
classes thereof will be covered (to the extent of available funds) by one or
more reserve funds in which cash, a letter of credit, Permitted Investments,
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a demand note or a combination thereof will be deposited, in the amounts
specified in such Prospectus Supplement. If so specified in the related
Prospectus Supplement, the reserve fund for a series may also be funded over
time by a specified amount of certain collections received on the related
Mortgage Assets.
Amounts on deposit in any reserve fund for a series will be applied for
the purposes, in the manner, and to the extent specified in the related
Prospectus Supplement. If so specified in the related Prospectus Supplement,
reserve funds may be established to provide protection only against certain
types of losses and shortfalls. Following each Distribution Date, amounts in a
reserve fund in excess of any amount required to be maintained therein may be
released from the reserve fund under the conditions and to the extent specified
in the related Prospectus Supplement.
If so specified in the related Prospectus Supplement, amounts deposited in
any reserve fund will be invested in Permitted Investments. Unless otherwise
specified in the related Prospectus Supplement, any reinvestment income or
other gain from such investments will be credited to the related reserve fund
for such series, and any loss resulting from such investments will be charged
to such reserve fund. However, such income may be payable to any related Master
Servicer or another service provider as additional compensation for its
services. The reserve fund, if any, for a series will not be a part of the
Trust Fund unless otherwise specified in the related Prospectus Supplement.
CREDIT SUPPORT WITH RESPECT TO MBS
If so provided in the Prospectus Supplement for a series of Certificates,
any MBS included in the related Trust Fund and/or the related underlying
mortgage loans may be covered by one or more of the types of Credit Support
described herein. The related Prospectus Supplement will specify, as to each
such form of Credit Support, the information indicated above with respect
thereto, to the extent such information is material and available.
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS
The following discussion contains general summaries of certain legal
aspects of loans secured by commercial and multifamily residential properties.
Because such legal aspects are governed by applicable state law (which laws may
differ substantially), the summaries do not purport to be complete, to reflect
the laws of any particular state, or to encompass the laws of all states in
which the security for the Mortgage Loans (or mortgage loans underlying any
MBS) is situated. Accordingly, the summaries are qualified in their entirety by
reference to the applicable laws of those states. See "Description of the Trust
Funds--Mortgage Loans". For purposes of the following discussion, "Mortgage
Loan" includes a mortgage loan underlying an MBS.
GENERAL
Each Mortgage Loan will be evidenced by a note or bond and secured by an
instrument granting a security interest in real property, which may be a
mortgage, deed of trust or a deed to secure debt, depending upon the prevailing
practice and law in the state in which the related Mortgaged Property is
located. Mortgages, deeds of trust and deeds to secure debt are herein
collectively referred to as "mortgages". A mortgage creates a lien upon, or
grants a title interest in, the real property covered thereby, and represents
the security for the repayment of the indebtedness customarily evidenced by a
promissory note. The priority of the lien created or interest granted will
depend on the terms of the mortgage and, in some cases, on the terms of
separate subordination agreements or intercreditor agreements with others that
hold interests in the real property, the knowledge of the parties to the
mortgage and, generally, the order of recordation of the mortgage in the
appropriate public recording office. However, the lien of a recorded mortgage
will generally be subordinate to later-arising liens for real estate taxes and
assessments and other charges imposed under governmental police powers.
TYPES OF MORTGAGE INSTRUMENTS
There are two parties to a mortgage: a mortgagor (the borrower and usually
the owner of the subject property) and a mortgagee (the lender). In contrast, a
deed of trust is a three-party instrument, among
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a trustor (the equivalent of a borrower), a trustee to whom the real property
is conveyed, and a beneficiary (the lender) for whose benefit the conveyance is
made. Under a deed of trust, the trustor grants the property, irrevocably until
the debt is paid, in trust and generally with a power of sale, to the trustee
to secure repayment of the indebtedness evidenced by the related note. A deed
to secure debt typically has two parties, pursuant to which the borrower, or
grantor, conveys title to the real property to the grantee, or lender,
generally with a power of sale, until such time as the debt is repaid. In a
case where the borrower is a land trust, there would be an additional party
because legal title to the property is held by a land trustee under a land
trust agreement for the benefit of the borrower. At origination of a mortgage
loan involving a land trust, the borrower may execute a separate undertaking to
make payments on the mortgage note. In no event is the land trustee personally
liable for the mortgage note obligation. The mortgagee's authority under a
mortgage, the trustee's authority under a deed of trust and the grantee's
authority under a deed to secure debt are governed by the express provisions of
the related instrument, the law of the state in which the real property is
located, certain federal laws and, in some deed of trust transactions, the
directions of the beneficiary.
LEASES AND RENTS
Mortgages that encumber income-producing property often contain an
assignment of rents and leases and/or may be accompanied by a separate
assignment of rents and leases, pursuant to which the borrower assigns to the
lender the borrower's right, title and interest as landlord under each lease
and the income derived therefrom, while (unless rents are to be paid directly
to the lender) retaining a revocable license to collect the rents for so long
as there is no default. If the borrower defaults, the license terminates and
the lender is entitled to collect the rents. Local law may require that the
lender take possession of the property and/or obtain a court-appointed receiver
before becoming entitled to collect the rents.
In most states, hotel and motel room rates are considered accounts
receivable under the Uniform Commercial Code ("UCC"); in cases where hotels or
motels constitute loan security, the rates are generally pledged by the
borrower as additional security for the loan. In general, the lender must file
financing statements in order to perfect its security interest in the room
rates and must file continuation statements, generally every five years, to
maintain perfection of such security interest. In certain cases, Mortgage Loans
secured by hotels or motels may be included in a Trust Fund even if the
security interest in the room rates was not perfected or the requisite UCC
filings were allowed to lapse. Even if the lender's security interest in room
rates is perfected under applicable non-bankruptcy law, it will generally be
required to commence a foreclosure action or otherwise take possession of the
property in order to enforce its rights to collect the room rates following a
default. In the bankruptcy setting, however, the lender will be stayed from
enforcing its rights to collect room rates, but those room rates (in light of
certain revisions to the Bankruptcy Code which are effective for all bankruptcy
cases commenced on or after October 22, 1994) constitute "cash collateral" and
therefore cannot be used by the bankruptcy debtor without a hearing or lender's
consent and unless the lender's interest in the room rates is given adequate
protection (e.g., cash payment for otherwise encumbered funds or a replacement
lien on unencumbered property, in either case equal in value to the amount of
room rates that the debtor proposes to use, or other similar relief). See
"--Bankruptcy Laws".
PERSONALTY
In the case of certain types of mortgaged properties, such as hotels,
motels and nursing homes, personal property (to the extent owned by the
borrower and not previously pledged) may constitute a significant portion of
the property's value as security. The creation and enforcement of liens on
personal property are governed by the UCC. Accordingly, if a borrower pledges
personal property as security for a mortgage loan, the lender generally must
file UCC financing statements in order to perfect its security interest
therein, and must file continuation statements, generally every five years, to
maintain that perfection. In certain cases, Mortgage Loans secured in part by
personal property may be included in a Trust Fund even if the security interest
in such personal property was not perfected or the requisite UCC filings were
allowed to lapse.
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FORECLOSURE
General. Foreclosure is a legal procedure that allows the lender to
recover its mortgage debt by enforcing its rights and available legal remedies
under the mortgage. If the borrower defaults in payment or performance of its
obligations under the note or mortgage, the lender has the right to institute
foreclosure proceedings to sell the real property at public auction to satisfy
the indebtedness.
Foreclosure procedures vary from state to state. Two primary methods of
foreclosing a mortgage are judicial foreclosure, involving court proceedings,
and non-judicial foreclosure pursuant to a power of sale granted in the
mortgage instrument. Other foreclosure procedures are available in some states,
but they are either infrequently used or available only in limited
circumstances.
A foreclosure action is subject to most of the delays and expenses of
other lawsuits if defenses are raised or counterclaims are interposed, and
sometimes requires several years to complete.
Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a
court having jurisdiction over the mortgaged property. Generally, the action is
initiated by the service of legal pleadings upon all parties having a
subordinate interest of record in the real property and all parties in
possession of the property, under leases or otherwise, whose interests are
subordinate to the mortgage. Delays in completion of the foreclosure may
occasionally result from difficulties in locating defendants. When the lender's
right to foreclose is contested, the legal proceedings can be time-consuming.
Upon successful completion of a judicial foreclosure proceeding, the court
generally issues a judgment of foreclosure and appoints a referee or other
officer to conduct a public sale of the mortgaged property, the proceeds of
which are used to satisfy the judgment. Such sales are made in accordance with
procedures that vary from state to state.
Equitable and Other Limitations on Enforceability of Certain
Provisions. United States courts have traditionally imposed general equitable
principles to limit the remedies available to lenders in foreclosure actions.
These principles are generally designed to relieve borrowers from the effects
of mortgage defaults perceived as harsh or unfair. Relying on such principles,
a court may alter the specific terms of a loan to the extent it considers
necessary to prevent or remedy an injustice, undue oppression or overreaching,
or may require the lender to undertake affirmative actions to determine the
cause of the borrower's default and the likelihood that the borrower will be
able to reinstate the loan. In some cases, courts have substituted their
judgment for the lender's and have required that lenders reinstate loans or
recast payment schedules in order to accommodate borrowers who are suffering
from a temporary financial disability. In other cases, courts have limited the
right of the lender to foreclose in the case of a nonmonetary default, such as
a failure to adequately maintain the mortgaged property or an impermissible
further encumbrance of the mortgaged property. Finally, some courts have
addressed the issue of whether federal or state constitutional provisions
reflecting due process concerns for adequate notice require that a borrower
receive notice in addition to statutorily-prescribed minimum notice. For the
most part, these cases have upheld the reasonableness of the notice provisions
or have found that a public sale under a mortgage providing for a power of sale
does not involve sufficient state action to trigger constitutional protections.
In addition, some states may have statutory protection such as the right
of the borrower to reinstate mortgage loans after commencement of foreclosure
proceedings but prior to a foreclosure sale.
Non-Judicial Foreclosure/Power of Sale. In states permitting non-judicial
foreclosure proceedings, foreclosure of a deed of trust is generally
accomplished by a non-judicial trustee's sale pursuant to a power of sale
typically granted in the deed of trust. A power of sale may also be contained
in any other type of mortgage instrument if applicable law so permits. A power
of sale under a deed of trust allows a non-judicial public sale to be conducted
generally following a request from the beneficiary/lender to the trustee to
sell the property upon default by the borrower and after notice of sale is
given in accordance with the terms of the mortgage and applicable state law. In
some states, prior to such sale, the trustee under the deed of trust must
record a notice of default and notice of sale and send a copy to the borrower
and to any other party who has recorded a request for a copy of a notice of
default and notice of sale. In addition, in some states the trustee must
provide notice to any other party having an interest of record
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in the real property, including junior lienholders. A notice of sale must be
posted in a public place and, in most states, published for a specified period
of time in one or more newspapers. The borrower or junior lienholder may then
have the right, during a reinstatement period required in some states, to cure
the default by paying the entire actual amount in arrears (without regard to
the acceleration of the indebtedness), plus the lender's expenses incurred in
enforcing the obligation. In other states, the borrower or the junior
lienholder is not provided a period to reinstate the loan, but has only the
right to pay off the entire debt to prevent the foreclosure sale. Generally,
state law governs the procedure for public sale, the parties entitled to
notice, the method of giving notice and the applicable time periods.
Public Sale. A third party may be unwilling to purchase a mortgaged
property at a public sale because of the difficulty in determining the exact
status of title to the property (due to, among other things, redemption rights
that may exist) and because of the possibility that physical deterioration of
the property may have occurred during the foreclosure proceedings. Therefore,
it is common for the lender to purchase the mortgaged property for an amount
equal to the secured indebtedness and accrued and unpaid interest plus the
expenses of foreclosure, in which event the borrower's debt will be
extinguished, or for a lesser amount in order to preserve its right to seek a
deficiency judgment if such is available under state law and under the terms of
the Mortgage Loan documents. (The Mortgage Loans, however, are generally
expected to be non-recourse. See "Risk Factors--Investment in Commercial and
Multifamily Mortgage Loans".) Thereafter, subject to the borrower's right in
some states to remain in possession during a redemption period, the lender will
become the owner of the property and have both the benefits and burdens of
ownership, including the obligation to pay debt service on any senior
mortgages, to pay taxes, to obtain casualty insurance and to make such repairs
as are necessary to render the property suitable for sale. The costs of
operating and maintaining a commercial or multifamily residential property may
be significant and may be greater than the income derived from that property.
The lender also will commonly obtain the services of a real estate broker and
pay the broker's commission in connection with the sale or lease of the
property. Depending upon market conditions, the ultimate proceeds of the sale
of the property may not equal the lender's investment in the property.
Moreover, because of the expenses associated with acquiring, owning and selling
a mortgaged property, a lender could realize an overall loss on a mortgage loan
even if the mortgaged property is sold at foreclosure, or resold after it is
acquired through foreclosure, for an amount equal to the full outstanding
principal amount of the loan plus accrued interest.
The holder of a junior mortgage that forecloses on a mortgaged property
does so subject to senior mortgages and any other prior liens, and may be
obliged to keep senior mortgage loans current in order to avoid foreclosure of
its interest in the property. In addition, if the foreclosure of a junior
mortgage triggers the enforcement of a "due-on-sale" clause contained in a
senior mortgage, the junior mortgagee could be required to pay the full amount
of the senior mortgage indebtedness or face foreclosure.
Rights of Redemption. The purposes of a foreclosure action are to enable
the lender to realize upon its security and to bar the borrower, and all
persons who have interests in the property that are subordinate to that of the
foreclosing lender, from exercise of their "equity of redemption". The doctrine
of equity of redemption provides that, until the property encumbered by a
mortgage has been sold in accordance with a properly conducted foreclosure and
foreclosure sale, those having interests that are subordinate to that of the
foreclosing lender have an equity of redemption and may redeem the property by
paying the entire debt with interest. Those having an equity of redemption must
generally be made parties and joined in the foreclosure proceeding in order for
their equity of redemption to be terminated.
The equity of redemption is a common-law (non-statutory) right which
should be distinguished from post-sale statutory rights of redemption. In some
states, after sale pursuant to a deed of trust or foreclosure of a mortgage,
the borrower and foreclosed junior lienors are given a statutory period in
which to redeem the property. In some states, statutory redemption may occur
only upon payment of the foreclosure sale price. In other states, redemption
may be permitted if the former borrower pays only a portion of the sums due.
The effect of a statutory right of redemption is to diminish the ability of the
lender to sell the foreclosed property because the exercise of a right of
redemption would defeat the title of any purchaser through a foreclosure.
Consequently, the practical effect of the redemption right is to force the
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lender to maintain the property and pay the expenses of ownership until the
redemption period has expired. In some states, a post-sale statutory right of
redemption may exist following a judicial foreclosure, but not following a
trustee's sale under a deed of trust.
Anti-Deficiency Legislation. Some or all of the Mortgage Loans may be
nonrecourse loans, as to which recourse in the case of default will be limited
to the Mortgaged Property and such other assets, if any, that were pledged to
secure the Mortgage Loan. However, even if a mortgage loan by its terms
provides for recourse to the borrower's other assets, a lender's ability to
realize upon those assets may be limited by state law. For example, in some
states a lender cannot obtain a deficiency judgment against the borrower
following foreclosure or sale under a deed of trust. A deficiency judgment is a
personal judgment against the former borrower equal to the difference between
the net amount realized upon the public sale of the real property and the
amount due to the lender. Other statutes may require the lender to exhaust the
security afforded under a mortgage before bringing a personal action against
the borrower. In certain other states, the lender has the option of bringing a
personal action against the borrower on the debt without first exhausting such
security; however, in some of those states, the lender, following judgment on
such personal action, may be deemed to have elected a remedy and thus may be
precluded from foreclosing upon the security. Consequently, lenders in those
states where such an election of remedy provision exists will usually proceed
first against the security. Finally, other statutory provisions, designed to
protect borrowers from exposure to large deficiency judgments that might result
from bidding at below-market values at the foreclosure sale, limit any
deficiency judgment to the excess of the outstanding debt over the fair market
value of the property at the time of the sale.
Leasehold Considerations. Mortgage Loans may be secured by a mortgage on
the borrower's leasehold interest in a ground lease. Leasehold mortgage loans
are subject to certain risks not associated with mortgage loans secured by a
lien on the fee estate of the borrower. The most significant of these risks is
that if the borrower's leasehold were to be terminated upon a lease default,
the leasehold mortgagee would lose its security. This risk may be lessened if
the ground lease requires the lessor to give the leasehold mortgagee notices of
lessee defaults and an opportunity to cure them, permits the leasehold estate
to be assigned to and by the leasehold mortgagee or the purchaser at a
foreclosure sale, and contains certain other protective provisions typically
included in a "mortgageable" ground lease. Certain Mortgage Loans, however, may
be secured by ground leases which do not contain these provisions.
Cross-Collateralization. Certain of the Mortgage Loans may be secured by
more than one mortgage covering properties located in more than one state.
Because of various state laws governing foreclosure or the exercise of a power
of sale and because, in general, foreclosure actions are brought in state court
and the courts of one state cannot exercise jurisdiction over property in
another state, it may be necessary upon a default under a cross-collateralized
Mortgage Loan to foreclose on the related mortgages in a particular order
rather than simultaneously in order to ensure that the lien of the mortgages is
not impaired or released.
BANKRUPTCY LAWS
Operation of the Bankruptcy Code and related state laws may interfere with
or affect the ability of a lender to realize upon collateral and/or to enforce
a deficiency judgment. For example, under the Bankruptcy Code, virtually all
actions (including foreclosure actions and deficiency judgment proceedings) to
collect a debt are automatically stayed upon the filing of the bankruptcy
petition and, often, no interest or principal payments are made during the
course of the bankruptcy case. The delay and the consequences thereof caused by
such automatic stay can be significant. Also, under the Bankruptcy Code, the
filing of a petition in bankruptcy by or on behalf of a junior lienor may stay
the senior lender from taking action to foreclose out such junior lien.
Under the Bankruptcy Code, provided certain substantive and procedural
safeguards protective of the lender are met, the amount and terms of a mortgage
loan secured by a lien on property of the debtor may be modified under certain
circumstances. For example, the outstanding amount of the loan may be reduced
to the then-current value of the property (with a corresponding partial
reduction of the amount of lender's security interest) pursuant to a confirmed
plan or lien avoidance proceeding, thus leaving the
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lender a general unsecured creditor for the difference between such value and
the outstanding balance of the loan. Other modifications may include the
reduction in the amount of each scheduled payment, by means of a reduction in
the rate of interest and/or an alteration of the repayment schedule (with or
without affecting the unpaid principal balance of the loan), and/or by an
extension (or shortening) of the term to maturity. Some bankruptcy courts have
approved plans, based on the particular facts of the reorganization case, that
effected the cure of a mortgage loan default by paying arrearages over a number
of years. Also, a bankruptcy court may permit a debtor, through its
rehabilitative plan, to reinstate a loan mortgage payment schedule even if the
lender has obtained a final judgment of foreclosure prior to the filing of the
debtor's petition.
Federal bankruptcy law may also have the effect of interfering with or
affecting the ability of a secured lender to enforce the borrower's assignment
of rents and leases related to the mortgaged property. Under the Bankruptcy
Code, a lender may be stayed from enforcing the assignment, and the legal
proceedings necessary to resolve the issue could be time-consuming, with
resulting delays in the lender's receipt of the rents. Recent amendments to the
Bankruptcy code, however, may minimize the impairment of the lender's ability
to enforce the borrower's assignment of rents and leases. In addition to the
inclusion of hotel revenues within the definition of "cash collateral" as noted
previously in the section entitled "--Leases and Rents", the amendments provide
that a pre-petition security interest in rents or hotel revenues is designed to
overcome those cases holding that a security interest in rents is unperfected
under the laws of certain states until the lender has taken some further
action, such as commencing foreclosure or obtaining a receiver prior to
activation of the assignment of rents.
If a borrower's ability to make payment on a mortgage loan is dependent on
its receipt of rent payments under a lease of the related property, that
ability may be impaired by the commencement of a bankruptcy case relating to a
lessee under such lease. Under the Bankruptcy Code, the filing of a petition in
bankruptcy by or on behalf of a lessee results in a stay in bankruptcy against
the commencement or continuation of any state court proceeding for past due
rent, for accelerated rent, for damages or for a summary eviction order with
respect to a default under the lease that occurred prior to the filing of the
lessee's petition. In addition, the Bankruptcy Code generally provides that a
trustee or debtor-in-possession may, subject to approval of the court, (i)
assume the lease and retain it or assign it to a third party or (ii) reject the
lease. If the lease is assumed, the trustee or debtor-in-possession (or
assignee, if applicable) must cure any defaults under the lease, compensate the
lessor for its losses and provide the lessor with "adequate assurance" of
future performance. Such remedies may be insufficient, and any assurances
provided to the lessor may, in fact, be inadequate. If the lease is rejected,
the lessor will be treated as an unsecured creditor with respect to its claim
for damages for termination of the lease. The Bankruptcy Code also limits a
lessor's damages for lease rejection to the rent reserved by the lease (without
regard to acceleration) for the greater of one year, or 15%, not to exceed
three years, of the remaining term of the lease.
ENVIRONMENTAL CONSIDERATIONS
General. A lender may be subject to environmental risks when taking a
security interest in real property. Of particular concern may be properties
that are or have been used for industrial, manufacturing, military or disposal
activity. Such environmental risks include the possible diminution of the value
of a contaminated property or, as discussed below, potential liability for
clean-up costs or other remedial actions that could exceed the value of the
property or the amount of the lender's loan. In certain circumstances, a lender
may decide to abandon a contaminated mortgaged property as collateral for its
loan rather than foreclose and risk liability for clean-up costs.
Superlien Laws. Under the laws of many states, contamination on a property
may give rise to a lien on the property for clean-up costs. In several states,
such a lien has priority over all existing liens, including those of existing
mortgages. In these states, the lien of a mortgage may lose its priority to
such a "superlien".
CERCLA. The federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended ("CERCLA"), imposes strict liability on
present and past "owners" and "operators" of contaminated real property for the
costs of clean-up. A secured lender may be liable as an "owner"
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or "operator" of a contaminated mortgaged property if agents or employees of
the lender have participated in the management of such mortgaged property or
the operations of the borrower. Such liability may exist even if the lender did
not cause or contribute to the contamination and regardless of whether the
lender has actually taken possession of a mortgaged property through
foreclosure, deed in lieu of foreclosure or otherwise. Moreover, such liability
is not limited to the original or unamortized principal balance of a loan or to
the value of the property securing a loan. Excluded from CERCLA's definition of
"owner" or "operator", however, is a person "who without participating in the
management of the facility, holds indicia of ownership primarily to protect his
security interest". This is the so called "secured creditor exemption".
The Asset Conservation, Lender Liability and Deposit Insurance Act of 1996
(the "Act") amended, among other things, the provisions of CERCLA with respect
to lender liability and the secured creditor exemption. The Act offers
substantial protection to lenders by defining the activities in which a lender
can engage and still have the benefit of the secured creditor exemption. In
order for a lender to be deemed to have participated in the management of a
mortgaged property, the lender must actually participate in the operational
affairs of the property of the borrower. The Act provides that "merely having
the capacity to influence, or unexercised right to control" operations does not
constitute participation in management. A lender will lose the protection of
the secured creditor exemption only if it exercises decision-making control
over the borrower's environmental compliance and hazardous substance handling
and disposal practices, or assumes day-to-day management of all operational
functions of the mortgaged property. The Act also provides that a lender will
continue to have the benefit of the secured creditor exemption even if it
forecloses on a mortgaged property, purchases it at a foreclosure sale or
accepts a deed-in-lieu of foreclosure provided that the lender seeks to sell
the mortgaged property at the earliest practicable commercially reasonable time
on commercially reasonable terms.
Certain Other Federal and State Laws. Many states have statutes similar to
CERCLA, and not all of those statutes provide for a secured creditor exemption.
In addition, under federal law, there is potential liability relating to
hazardous wastes and underground storage tanks under the federal Resource
Conservation and Recovery Act ("RCRA").
In addition, the definition of "hazardous substances" under CERCLA
specifically excludes petroleum products. Subtitle I of RCRA governs
underground petroleum storage tanks. Under the Act the protections accorded to
lenders under CERCLA are also accorded to the holders of security interests in
underground storage tanks. It should be noted, however, that liability for
cleanup of petroleum contamination may be governed by state law, which may not
provide for any specific protection for secured creditors.
In a few states, transfers of some types of properties are conditioned
upon cleanup of contamination prior to transfer. In these cases, a lender that
becomes the owner of a property through foreclosure, deed in lieu of
foreclosure or otherwise, may be required to clean up the contamination before
selling or otherwise transferring the property.
Beyond statute-based environmental liability, there exist common law
causes of action (for example, actions based on nuisance or on toxic tort
resulting in death, personal injury or damage to property) related to hazardous
environmental conditions on a property. While it may be more difficult to hold
a lender liable in such cases, unanticipated or uninsured liabilities of the
borrower may jeopardize the borrower's ability to meet its loan obligations.
Additional Considerations. The cost of remediating hazardous substance
contamination at a property can be substantial. If a lender becomes liable, it
can bring an action for contribution against the owner or operator who created
the environmental hazard, but that individual or entity may be without
substantial assets. Accordingly, it is possible that such costs could become a
liability of the Trust Fund and occasion a loss to the Certificateholders.
To reduce the likelihood of such a loss, unless otherwise specified in the
related Prospectus Supplement, the Pooling and Servicing Agreement will provide
that the Master Servicer, acting on behalf of the Trustee, may not acquire
title to a Mortgaged Property or take over its operation unless the Master
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Servicer, based solely (as to environmental matters) on a report prepared by a
person who regularly conducts environmental audits, has made the determination
that it is appropriate to do so, as described under "The Pooling and Servicing
Agreements-Realization Upon Defaulted Mortgage Loans".
If a lender forecloses on a mortgage secured by a property, the operations
on which are subject to environmental laws and regulations, the lender will be
required to operate the property in accordance with those laws and regulations.
Such compliance may entail substantial expense, especially in the case of
industrial or manufacturing properties.
In addition, a lender may be obligated to disclose environmental
conditions on a property to government entities and/or to prospective buyers
(including prospective buyers at a foreclosure sale or following foreclosure).
Such disclosure may decrease the amount that prospective buyers are willing to
pay for the affected property, sometimes substantially, and thereby decrease
the ability of the lender to recoup its investment in a loan upon foreclosure.
Environmental Site Assessments. In most cases, an environmental site
assessment of each Mortgaged Property will have been performed in connection
with the origination of the related Mortgage Loan or at some time prior to the
issuance of the related Certificates. Environmental site assessments, however,
vary considerably in their content, quality and cost. Even when adhering to
good professional practices, environmental consultants will sometimes not
detect significant environmental problems because to do an exhaustive
environmental assessment would be far too costly and time-consuming to be
practical.
DUE-ON-SALE AND DUE-ON-ENCUMBRANCE
Certain of the Mortgage Loans may contain "due-on-sale" and
"due-on-encumbrance" clauses that purport to permit the lender to accelerate
the maturity of the loan if the borrower transfers or encumbers the related
Mortgaged Property. In recent years, court decisions and legislative actions
placed substantial restrictions on the right of lenders to enforce such clauses
in many states. However, the Garn-St Germain Depository Institutions Act of
1982 (the "Garn Act") generally preempts state laws that prohibit the
enforcement of due-on-sale clauses and permits lenders to enforce these clauses
in accordance with their terms, subject to certain limitations as set forth in
the Garn Act and the regulations promulgated thereunder. Accordingly, a Master
Servicer may nevertheless have the right to accelerate the maturity of a
Mortgage Loan that contains a "due-on-sale" provision upon transfer of an
interest in the property, without regard to the Master Servicer's ability to
demonstrate that a sale threatens its legitimate security interest.
SUBORDINATE FINANCING
The terms of certain of the Mortgage Loans may not restrict the ability of
the borrower to use the Mortgaged Property as security for one or more
additional loans, or such restrictions may be unenforceable. Where a borrower
encumbers a mortgaged property with one or more junior liens, the senior lender
is subjected to additional risk. First, the borrower may have difficulty
servicing and repaying multiple loans. Moreover, if the subordinate financing
permits recourse to the borrower (as is frequently the case) and the senior
loan does not, a borrower may have more incentive to repay sums due on the
subordinate loan. Second, acts of the senior lender that prejudice the junior
lender or impair the junior lender's security may create a superior equity in
favor of the junior lender. For example, if the borrower and the senior lender
agree to an increase in the principal amount of or the interest rate payable on
the senior loan, the senior lender may lose its priority to the extent any
existing junior lender is harmed or the borrower is additionally burdened.
Third, if the borrower defaults on the senior loan and/or any junior loan or
loans, the existence of junior loans and actions taken by junior lenders can
impair the security available to the senior lender and can interfere with or
delay the taking of action by the senior lender. Moreover, the bankruptcy of a
junior lender may operate to stay foreclosure or similar proceedings by the
senior lender.
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DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS
Notes and mortgages may contain provisions that obligate the borrower to
pay a late charge or additional interest if payments are not timely made, and
in some circumstances, may prohibit prepayments for a specified period and/or
condition prepayments upon the borrower's payment of prepayment fees or yield
maintenance penalties. In certain states, there are or may be specific
limitations upon the late charges which a lender may collect from a borrower
for delinquent payments. Certain states also limit the amounts that a lender
may collect from a borrower as an additional charge if the loan is prepaid. In
addition, the enforceability of provisions that provide for prepayment fees or
penalties upon an involuntary prepayment is unclear under the laws of many
states.
APPLICABILITY OF USURY LAWS
Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980 ("Title V") provides that state usury limitations shall not apply
to certain types of residential (including multifamily) first mortgage loans
originated by certain lenders after March 31, 1980. Title V authorized any
state to reimpose interest rate limits by adopting, before April 1, 1983, a law
or constitutional provision that expressly rejects application of the federal
law. In addition, even where Title V is not so rejected, any state is
authorized by the law to adopt a provision limiting discount points or other
charges on mortgage loans covered by Title V. Certain states have taken action
to reimpose interest rate limits and/or to limit discount points or other
charges.
No Mortgage Loan originated in any state in which application of Title V
has been expressly rejected or a provision limiting discount points or other
charges has been adopted, will (if originated after that rejection or adoption)
be eligible for inclusion in a Trust Fund unless (i) such Mortgage Loan
provides for such interest rate, discount points and charges as are permitted
in such state or (ii) such Mortgage Loan provides that the terms thereof are to
be construed in accordance with the laws of another state under which such
interest rate, discount points and charges would not be usurious and the
borrower's counsel has rendered an opinion that such choice of law provision
would be given effect.
SOLDIERS' AND SAILORS' CIVIL RELIEF ACT OF 1940
Under the terms of the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended (the "Relief Act"), a borrower who enters military service after the
origination of such borrower's mortgage loan (including a borrower who was in
reserve status and is called to active duty after origination of the Mortgage
Loan), may not be charged interest (including fees and charges) above an annual
rate of 6% during the period of such borrower's active duty status, unless a
court orders otherwise upon application of the lender. The Relief Act applies
to individuals who are members of the Army, Navy, Air Force, Marines, National
Guard, Reserves, Coast Guard and officers of the U.S. Public Health Service
assigned to duty with the military. Because the Relief Act applies to
individuals who enter military service (including reservists who are called to
active duty) after origination of the related mortgage loan, no information can
be provided as to the number of loans with individuals as borrowers that may be
affected by the Relief Act. Application of the Relief Act would adversely
affect, for an indeterminate period of time, the ability of a Master Servicer
or Special Servicer to collect full amounts of interest on certain of the
Mortgage Loans. Any shortfalls in interest collections resulting from the
application of the Relief Act would result in a reduction of the amounts
distributable to the holders of the related series of Certificates, and would
not be covered by advances or, unless otherwise specified in the related
Prospectus Supplement, any form of Credit Support provided in connection with
such Certificates. In addition, the Relief Act imposes limitations that would
impair the ability of a Master Servicer or Special Servicer to foreclose on an
affected Mortgage Loan during the borrower's period of active duty status, and,
under certain circumstances, during an additional three month period
thereafter.
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CERTAIN FEDERAL INCOME TAX CONSEQUENCES
GENERAL
The following is a general discussion of the anticipated material federal
income tax consequences of the purchase, ownership and disposition of Offered
Certificates. The following summary is based on the Code as well as Treasury
regulations and administrative and judicial rulings and practice. Legislative,
judicial and administrative changes may occur, possibly with retroactive
effect, that could alter or modify the continued validity of the statements and
conclusions set forth herein. This summary does not purport to address all
federal income tax matters that may be relevant to particular holders. For
example, it generally is addressed only to original purchasers of the
Certificates that are United States investors, deals only with Certificates
held as capital assets within the meaning of Section 1221 of the Code, and does
not address tax consequences to holders that may be relevant to investors
subject to special rules, such as non- U.S. investors, banks, insurance
companies, tax-exempt organizations, electing large partnerships, dealers in
securities or currencies, mutual funds, REITs, S corporations, estates and
trusts, investors that hold the Certificates as part of a hedge, straddle,
integrated or conversion transaction, or holders whose "functional currency" is
not the United States dollar. Further, it does not address alternative minimum
tax consequences or the indirect effects on the holders of equity interests in
an entity that is a beneficial owner of the Certificates. Further, this
discussion does not address the state or local tax consequences of the
purchase, ownership and disposition of such Certificates. Investors should
consult their tax advisers in determining the federal, state, local, or other
tax consequences to them of the purchase, ownership and disposition of the
Certificates offered hereunder. See "State and Other Tax Consequences".
The following discussion addresses certificates ("REMIC Certificates")
representing interests in a Trust Fund, or a portion thereof, that the Master
Servicer or the Trustee will elect to have treated as a REMIC under Sections
860A through 860G (the "REMIC Provisions") of the Code. The Prospectus
Supplement for each series of Certificates will indicate whether a REMIC
election (or elections) will be made for the related Trust Fund and, if such an
election is to be made, will identify all "regular interests" and "residual
interests" in the REMIC. If a REMIC election will not be made for a Trust Fund,
the federal income tax consequences of the purchase, ownership and disposition
of the related Certificates will be set forth in the related Prospectus
Supplement. For purposes of this tax discussion, references to a
"Certificateholder" or a "holder" are to the beneficial owner of a Certificate.
The following discussion is limited in applicability to Offered
Certificates. Moreover, this discussion applies only to the extent that
Mortgage Assets held by a Trust Fund consist solely of Mortgage Loans. To the
extent that other Mortgage Assets, including REMIC certificates and mortgage
pass-through certificates, are to be held by a Trust Fund, the tax consequences
associated with the inclusion of such assets will be disclosed in the related
Prospectus Supplement. In addition, if Cash Flow Agreements, other than
guaranteed investment contracts, are included in a Trust Fund, the tax
consequences associated with such Cash Flow Agreements also will be disclosed
in the related Prospectus Supplement. See "Description of the Trust Funds--Cash
Flow Agreements".
Furthermore, the following discussion is based in part upon the rules
governing original issue discount that are set forth in Sections 1271-1273 and
1275 of the Code and in the Treasury regulations issued thereunder (the "OID
Regulations"), and in part upon the REMIC Provisions and the Treasury
regulations issued thereunder (the "REMIC Regulations"). The OID Regulations do
not adequately address certain issues relevant to, and in some instances
provide that they are not applicable to, securities such as the Certificates.
REMICS
Classification of REMICs. Upon the issuance of each series of REMIC
Certificates, counsel to the Depositor will deliver its opinion generally to
the effect that, assuming compliance with all provisions of
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the related Pooling and Servicing Agreement, the related Trust Fund (or each
applicable portion thereof) will qualify as a REMIC and the REMIC Certificates
offered with respect thereto will be considered to evidence ownership of REMIC
Regular Certificates or REMIC Residual Certificates in that REMIC within the
meaning of the REMIC Provisions.
If an entity electing to be treated as a REMIC fails to comply with one or
more of the ongoing requirements of the Code for such status during any taxable
year, the Code provides that the entity will not be treated as a REMIC for such
year and thereafter. In that event, such entity may be taxable as a corporation
under Treasury regulations, and the related REMIC Certificates may not be
accorded the status or given the tax treatment described below. Although the
Code authorizes the Treasury Department to issue regulations providing relief
in the event of an inadvertent termination of REMIC status, no such regulations
have been issued. Any such relief, moreover, may be accompanied by sanctions,
such as the imposition of a corporate tax on all or a portion of the Trust
Fund's income for the period in which the requirements for such status are not
satisfied. The Pooling and Servicing Agreement with respect to each REMIC will
include provisions designed to maintain the Trust Fund's status as a REMIC
under the REMIC Provisions. It is not anticipated that the status of any Trust
Fund as a REMIC will be inadvertently terminated.
Tiered REMIC Structures. For certain series of REMIC Certificates, two or
more separate elections may be made to treat designated portions of the related
Trust Fund as REMICs ("Tiered REMICs") for federal income tax purposes. Upon
the issuance of any such series of REMIC Certificates, counsel to the Depositor
will deliver its opinion generally to the effect that, assuming compliance with
all provisions of the related Pooling and Servicing Agreement, the Tiered
REMICs will each qualify as a REMIC and the REMIC Certificates issued by the
Tiered REMICs, will be considered to evidence ownership of REMIC Regular
Certificates or REMIC Residual Certificates in the related REMIC within the
meaning of the REMIC Provisions.
Taxation of Owners of REMIC Regular Certificates
General. Except as otherwise stated in this discussion, REMIC Regular
Certificates will be treated for federal income tax purposes as debt
instruments issued by the REMIC and not as ownership interests in the REMIC or
its assets. Moreover, holders of REMIC Regular Certificates that otherwise
report income under a cash method of accounting will be required to report
income with respect to REMIC Regular Certificates under an accrual method.
Original Issue Discount. Certain REMIC Regular Certificates may be issued
with "original issue discount" within the meaning of Section 1273(a) of the
Code. Any holders of REMIC Regular Certificates issued with original issue
discount generally will be required to include original issue discount in
income as it accrues, in accordance with the method described below, in advance
of the receipt of the cash attributable to such income. In addition, Section
1272(a)(6) of the Code provides special rules applicable to REMIC Regular
Certificates and certain other debt instruments issued with original issue
discount. Regulations have not been issued under that section.
The Code requires that a prepayment assumption be used with respect to
Mortgage Loans held by a REMIC in computing the accrual of original issue
discount on REMIC Regular Certificates issued by that REMIC, and that
adjustments be made in the amount and rate of accrual of such discount to
reflect differences between the actual prepayment rate and the prepayment
assumption. The prepayment assumption is to be determined in a manner
prescribed in Treasury regulations; as noted above, those regulations have not
been issued. The Conference Committee Report accompanying the Tax Reform Act of
1986 (the "Committee Report") indicates that the regulations will provide that
the prepayment assumption used with respect to a REMIC Regular Certificate must
be the same as that used in pricing the initial offering of such REMIC Regular
Certificate. The prepayment assumption (the "Prepayment Assumption") used in
reporting original issue discount for each series of REMIC Regular Certificates
will be consistent with this standard and will be disclosed in the related
Prospectus Supplement. However, neither the Depositor nor any other person will
make any representation that the Mortgage Loans will in fact prepay at a rate
conforming to the Prepayment Assumption or at any other rate.
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The original issue discount, if any, on a REMIC Regular Certificate will
be the excess of its stated redemption price at maturity over its issue price.
The issue price of a particular class of REMIC Regular Certificates will be the
first cash price at which a substantial amount of REMIC Regular Certificates of
that class is sold (excluding sales to bond houses, brokers and underwriters).
If less than a substantial amount of a particular class of REMIC Regular
Certificates is sold for cash on or prior to the date of their initial issuance
(the "Closing Date"), the issue price for such class will be the fair market
value of such class on the Closing Date. Under the OID Regulations, the stated
redemption price of a REMIC Regular Certificate is equal to the total of all
payments to be made on such Certificate other than "qualified stated interest".
"Qualified stated interest" is interest that is unconditionally payable at
least annually at a single fixed rate, or at a "qualified floating rate", an
"objective rate", a combination of a single fixed rate and one or more
"qualified floating rates" or one "qualified inverse floating rate", or a
combination of "qualified floating rates" that does not operate in a manner
that accelerates or defers interest payments on such REMIC Regular Certificate.
In the case of REMIC Regular Certificates bearing adjustable interest
rates, the determination of the total amount of original issue discount and the
timing of the inclusion thereof will vary according to the characteristics of
such REMIC Regular Certificates. If the original issue discount rules apply to
such Certificates, the related Prospectus Supplement will describe the manner
in which such rules will be applied with respect to those Certificates in
preparing information returns to the Certificateholders and the IRS.
Certain classes of the REMIC Regular Certificates may provide for the
first interest payment with respect to such Certificates to be made more than
one month after the date of issuance, a period which is longer than the
subsequent monthly intervals between interest payments. Assuming the "accrual
period" (as defined below) for original issue discount is each monthly period
that ends on a Distribution Date, in some cases, as a consequence of this "long
first accrual period", some or all interest payments may be required to be
included in the stated redemption price of the REMIC Regular Certificate and
accounted for as original issue discount. Because interest on REMIC Regular
Certificates must in any event be accounted for under an accrual method,
applying this analysis would result in only a slight difference in the timing
of the inclusion in income of the yield on the REMIC Regular Certificates.
In addition, if the accrued interest to be paid on the first Distribution
Date is computed with respect to a period that begins prior to the Closing
Date, a portion of the purchase price paid for a REMIC Regular Certificate will
reflect such accrued interest. In such cases, information returns provided to
the Certificateholders and the IRS will be based on the position that the
portion of the purchase price paid for the interest accrued with respect to
periods prior to the Closing Date is treated as part of the overall cost of
such REMIC Regular Certificate (and not as a separate asset the cost of which
is recovered entirely out of interest received on the next Distribution Date)
and that portion of the interest paid on the first Distribution Date in excess
of interest accrued for a number of days corresponding to the number of days
from the Closing Date to the first Distribution Date should be included in the
stated redemption price of such REMIC Regular Certificate. However, the OID
Regulations state that all or some portion of such accrued interest may be
treated as a separate asset the cost of which is recovered entirely out of
interest paid on the first Distribution Date. It is unclear how an election to
do so would be made under the OID Regulations and whether such an election
could be made unilaterally by a Certificateholder.
Notwithstanding the general definition of original issue discount,
original issue discount on a REMIC Regular Certificate will be considered to be
de minimis if it is less than 0.25% of the stated redemption price of the REMIC
Regular Certificate multiplied by its weighted average life. For this purpose,
the weighted average life of the REMIC Regular Certificate is computed as the
sum of the amounts determined, as to each payment included in the stated
redemption price of such REMIC Regular Certificate, by multiplying (i) the
number of complete years (rounding down for partial years) from the issue date
until such payment is expected to be made (presumably taking into account the
Prepayment Assumption) by (ii) a fraction, the numerator of which is the amount
of the payment, and the denominator of which is the stated redemption price at
maturity of such REMIC Regular Certificate. Under the OID Regulations, original
issue discount of only a de minimis amount (other than de minimis original
issue discount attributable to a so-called "teaser" interest rate or an initial
interest holiday) will be included in
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income as each payment of stated principal is made, based on the product of the
total amount of such de minimis original issue discount and a fraction, the
numerator of which is the amount of such principal payment and the denominator
of which is the outstanding stated principal amount of the REMIC Regular
Certificate. The OID Regulations also would permit a Certificateholder to elect
to accrue de minimis original issue discount into income currently based on a
constant yield method. See "--Taxation of Owners of REMIC Regular
Certificates--Market Discount" for a description of such election under the OID
Regulations.
If original issue discount on a REMIC Regular Certificate is in excess of
a de minimis amount, the holder of such Certificate must include in ordinary
gross income the sum of the "daily portions" of original issue discount for
each day during its taxable year on which it held such REMIC Regular
Certificate, including the purchase date but excluding the disposition date. In
the case of an original holder of a REMIC Regular Certificate, the daily
portions of original issue discount will be determined as follows.
As to each "accrual period", that is, unless otherwise stated in the
related Prospectus Supplement, each period that ends on a date that corresponds
to a Distribution Date and begins on the first day following the immediately
preceding accrual period (or in the case of the first such period, begins on
the Closing Date), a calculation will be made of the portion of the original
issue discount that accrued during such accrual period. The portion of original
issue discount that accrues in any accrual period will equal the excess, if
any, of (i) the sum of (a) the present value, as of the end of the accrual
period, of all of the distributions remaining to be made on the REMIC Regular
Certificate, if any, in future periods and (b) the distributions made on such
REMIC Regular Certificate during the accrual period of amounts included in the
stated redemption price, over (ii) the adjusted issue price of such REMIC
Regular Certificate at the beginning of the accrual period. The present value
of the remaining distributions referred to in the preceding sentence will be
calculated (i) assuming that distributions on the REMIC Regular Certificate
will be received in future periods based on the Mortgage Loans being prepaid at
a rate equal to the Prepayment Assumption and (ii) using a discount rate equal
to the original yield to maturity of the Certificate. For these purposes, the
original yield to maturity of the Certificate will be calculated based on its
issue price and assuming that distributions on the Certificate will be made in
all accrual periods based on the Mortgage Loans being prepaid at a rate equal
to the Prepayment Assumption. The adjusted issue price of a REMIC Regular
Certificate at the beginning of any accrual period will equal the issue price
of such Certificate, increased by the aggregate amount of original issue
discount that accrued with respect to such Certificate in prior accrual
periods, and reduced by the amount of any distributions made on such REMIC
Regular Certificate in prior accrual periods of amounts included in the stated
redemption price. The original issue discount accruing during any accrual
period, computed as described above, will be allocated ratably to each day
during the accrual period to determine the daily portion of original issue
discount for such day.
A subsequent purchaser of a REMIC Regular Certificate that purchases such
Certificate at a cost (excluding any portion of such cost attributable to
accrued qualified stated interest) less than its remaining stated redemption
price will also be required to include in gross income the daily portions of
any original issue discount with respect to such Certificate. However, each
such daily portion will be reduced, if such cost is in excess of its "adjusted
issue price", in proportion to the ratio such excess bears to the aggregate
original issue discount remaining to be accrued on such REMIC Regular
Certificate. The adjusted issue price of a REMIC Regular Certificate on any
given day equals the sum of (i) the adjusted issue price (or, in the case of
the first accrual period, the issue price) of such Certificate at the beginning
of the accrual period which includes such day and (ii) the daily portions of
original issue discount for all days during such accrual period prior to such
day.
Market Discount. A Certificateholder that purchases a REMIC Regular
Certificate at a market discount, that is, in the case of a REMIC Regular
Certificate issued without original issue discount, at a purchase price less
than its remaining stated principal amount, or in the case of a REMIC Regular
Certificate issued with original issue discount, at a purchase price less than
its adjusted issue price will recognize gain upon receipt of each distribution
representing stated redemption price. In particular, under Section 1276 of the
Code such a Certificateholder generally will be required to allocate the
portion of each such distribution representing stated redemption price first to
accrued market discount not
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previously included in income, and to recognize ordinary income to that extent.
A Certificateholder may elect to include market discount in income currently as
it accrues rather than including it on a deferred basis in accordance with the
foregoing. If made, such election will apply to all market discount bonds
acquired by such Certificateholder on or after the first day of the first
taxable year to which such election applies. In addition, the OID Regulations
permit a Certificateholder to elect to accrue all interest, discount (including
de minimis market or original issue discount) and premium in income as
interest, based on a constant yield method. If such an election were made with
respect to a REMIC Regular Certificate with market discount, the
Certificateholder would be deemed to have made an election to include currently
market discount in income with respect to all other debt instruments having
market discount that such Certificateholder acquires during the taxable year of
the election or thereafter, and possibly previously acquired instruments.
Similarly, a Certificateholder that made this election for a Certificate that
is acquired at a premium would be deemed to have made an election to amortize
bond premium with respect to all debt instruments having amortizable bond
premium that such Certificateholder owns or acquires. See "--Taxation of Owners
of REMIC Regular Certificates--Premium" below. Each of these elections to
accrue interest, discount and premium with respect to a Certificate on a
constant yield method or as interest would be irrevocable.
However, market discount with respect to a REMIC Regular Certificate will
be considered to be de minimis for purposes of Section 1276 of the Code if such
market discount is less than 0.25% of the remaining stated redemption price of
such REMIC Regular Certificate multiplied by the number of complete years to
maturity remaining after the date of its purchase. In interpreting a similar
rule with respect to original issue discount on obligations payable in
installments, the OID Regulations refer to the weighted average maturity of
obligations, and it is likely that the same rule will be applied with respect
to market discount, presumably taking into account the Prepayment Assumption.
If market discount is treated as de minimis under this rule, it appears that
the actual discount would be treated in a manner similar to original issue
discount of a de minimis amount. See "--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above. Such treatment would result in
discount being included in income at a slower rate than discount would be
required to be included in income using the method described above.
Section 1276(b)(3) of the Code specifically authorizes the Treasury
Department to issue regulations providing for the method for accruing market
discount on debt instruments, the principal of which is payable in more than
one installment. Until regulations are issued by the Treasury Department,
certain rules described in the Committee Report apply. The Committee Report
indicates that in each accrual period market discount on REMIC Regular
Certificates should accrue, at the Certificateholder's option: (i) on the basis
of a constant yield method, (ii) in the case of a REMIC Regular Certificate
issued without original issue discount, in an amount that bears the same ratio
to the total remaining market discount as the stated interest paid in the
accrual period bears to the total amount of stated interest remaining to be
paid on the REMIC Regular Certificate as of the beginning of the accrual
period, or (iii) in the case of a REMIC Regular Certificate issued with
original issue discount, in an amount that bears the same ratio to the total
remaining market discount as the original issue discount accrued in the accrual
period bears to the total original issue discount remaining on the REMIC
Regular Certificate at the beginning of the accrual period. Moreover, the
Prepayment Assumption used in calculating the accrual of original issue
discount is also used in calculating the accrual of market discount. Because
the regulations referred to in this paragraph have not been issued, it is not
possible to predict what effect such regulations might have on the tax
treatment of a REMIC Regular Certificate purchased at a discount in the
secondary market.
To the extent that REMIC Regular Certificates provide for monthly or other
periodic distributions throughout their term, the effect of these rules may be
to require market discount to be includible in income at a rate that is not
significantly slower than the rate at which such discount would accrue if it
were original issue discount. Moreover, in any event a holder of a REMIC
Regular Certificate generally will be required to treat a portion of any gain
on the sale or exchange of such Certificate as ordinary income to the extent of
the market discount accrued to the date of disposition under one of the
foregoing methods, less any accrued market discount previously reported as
ordinary income.
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Further, under Section 1277 of the Code a holder of a REMIC Regular
Certificate may be required to defer a portion of its interest deductions for
the taxable year attributable to any indebtedness incurred or continued to
purchase or carry a REMIC Regular Certificate purchased with market discount.
For these purposes, the de minimis rule referred to above applies. Any such
deferred interest expense would not exceed the market discount that accrues
during such taxable year and is, in general, allowed as a deduction not later
than the year in which such market discount is includible in income. If such
holder elects to include market discount in income currently as it accrues on
all market discount instruments acquired by such holder in that taxable year or
thereafter, the interest deferral rule described above will not apply.
Premium. A REMIC Regular Certificate purchased at a cost (excluding any
portion of such cost attributable to accrued qualified stated interest) greater
than its remaining stated redemption price will be considered to be purchased
at a premium. The holder of such a REMIC Regular Certificate may elect under
Section 171 of the Code to amortize such premium under the constant yield
method over the life of the Certificate. If made, such an election will apply
to all debt instruments having amortizable bond premium that the holder owns or
subsequently acquires. Amortizable premium will be treated as an offset to
interest income on the related debt instrument, rather than as a separate
interest deduction. The OID Regulations also permit Certificateholders to elect
to include all interest, discount and premium in income based on a constant
yield method, further treating the Certificateholder as having made the
election to amortize premium generally. See "--Taxation of Owners of REMIC
Regular Certificates--Market Discount" above. The Committee Report states that
the same rules that apply to accrual of market discount (which rules will
require use of a Prepayment Assumption in accruing market discount with respect
to REMIC Regular Certificates without regard to whether such Certificates have
original issue discount) will also apply in amortizing bond premium under
Section 171 of the Code.
Realized Losses. Under Section 166 of the Code, both corporate holders of
the REMIC Regular Certificates and noncorporate holders of the REMIC Regular
Certificates that acquire such Certificates in connection with a trade or
business should be allowed to deduct, as ordinary losses, any losses sustained
during a taxable year in which their Certificates become wholly or partially
worthless as the result of one or more realized losses on the Mortgage Loans.
However, it appears that a noncorporate holder that does not acquire a REMIC
Regular Certificate in connection with a trade or business will not be entitled
to deduct a loss under Section 166 of the Code until such holder's Certificate
becomes wholly worthless (i.e., until its outstanding principal balance has
been reduced to zero) and that the loss will be characterized as a short-term
capital loss.
Each holder of a REMIC Regular Certificate will be required to accrue
interest and original issue discount with respect to such Certificate, without
giving effect to any reductions in distributions attributable to defaults or
delinquencies on the Mortgage Loans or the Underlying Certificates until it can
be established that any such reduction ultimately will not be recoverable. As a
result, the amount of taxable income reported in any period by the holder of a
REMIC Regular Certificate could exceed the amount of economic income actually
realized by the holder in such period. Although the holder of a REMIC Regular
Certificate eventually will recognize a loss or reduction in income
attributable to previously accrued and included income that as the result of a
realized loss ultimately will not be realized, the law is unclear with respect
to the timing and character of such loss or reduction in income.
Taxation of Owners of REMIC Residual Certificates
General. As residual interests, the REMIC Residual Certificates will be
subject to tax rules that differ significantly from those that would apply if
the REMIC Residual Certificates were treated for federal income tax purposes as
direct ownership interests in the Mortgage Loans or as debt instruments issued
by the REMIC.
A holder of a REMIC Residual Certificate generally will be required to
report its daily portion of the taxable income or, subject to the limitations
noted in this discussion, the net loss of the REMIC for each day during a
calendar quarter that such holder owned such REMIC Residual Certificate. For
this purpose, the taxable income or net loss of the REMIC will be allocated to
each day in the calendar quarter ratably using a "30 days per month/90 days per
quarter/360 days per year" convention unless
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otherwise disclosed in the related Prospectus Supplement. The daily amounts so
allocated will then be allocated among the REMIC Residual Certificateholders in
proportion to their respective ownership interests on such day. Any amount
included in the gross income or allowed as a loss of any REMIC Residual
Certificateholder by virtue of this paragraph will be treated as ordinary
income or loss. The taxable income of the REMIC will be determined under the
rules described below in "--Taxable Income of the REMIC" and will be taxable to
the REMIC Residual Certificateholders without regard to the timing or amount of
cash distributions by the REMIC. Ordinary income derived from REMIC Residual
Certificates will be "portfolio income" for purposes of the taxation of
taxpayers subject to limitations under Section 469 of the Code on the
deductibility of "passive losses".
A holder of a REMIC Residual Certificate that purchased such Certificate
from a prior holder of such Certificate also will be required to report on its
federal income tax return amounts representing its daily share of the taxable
income (or net loss) of the REMIC for each day that it holds such REMIC
Residual Certificate. Those daily amounts generally will equal the amounts of
taxable income or net loss determined as described above. The Committee Report
indicates that certain modifications of the general rules may be made, by
regulations, legislation or otherwise to reduce (or increase) the income of a
REMIC Residual Certificateholder that purchased such REMIC Residual Certificate
from a prior holder of such Certificate at a price greater than (or less than)
the adjusted basis (as defined below) such REMIC Residual Certificate would
have had in the hands of an original holder of such Certificate. The REMIC
Regulations, however, do not provide for any such modifications.
Any payments received by a holder of a REMIC Residual Certificate in
connection with the acquisition of such REMIC Residual Certificate will be
taken into account in determining the income of such holder for federal income
tax purposes. Although it appears likely that any such payment would be
includible in income immediately upon its receipt, the IRS might assert that
such payment should be included in income over time according to an
amortization schedule or according to some other method. Because of the
uncertainty concerning the treatment of such payments, holders of REMIC
Residual Certificates should consult their tax advisors concerning the
treatment of such payments for income tax purposes.
The amount of income REMIC Residual Certificateholders will be required to
report (or the tax liability associated with such income) may exceed the amount
of cash distributions received from the REMIC for the corresponding period.
Consequently, REMIC Residual Certificateholders should have other sources of
funds sufficient to pay any federal income taxes due as a result of their
ownership of REMIC Residual Certificates or unrelated deductions against which
income may be offset, subject to the rules relating to "excess inclusions",
residual interests without "significant value" and "noneconomic" residual
interests discussed below. The fact that the tax liability associated with the
income allocated to REMIC Residual Certificateholders may exceed the cash
distributions received by such REMIC Residual Certificateholders for the
corresponding period may significantly adversely affect such REMIC Residual
Certificateholders' after-tax rate of return.
Taxable Income of the REMIC. The taxable income of the REMIC will equal
the income from the Mortgage Loans and other assets of the REMIC plus any
cancellation of indebtedness income due to the allocation of realized losses to
REMIC Regular Certificates, less the deductions allowed to the REMIC for
interest (including original issue discount and reduced by any premium on
issuance) on the REMIC Regular Certificates (and any other class of REMIC
Certificates constituting "regular interests" in the REMIC not offered hereby),
amortization of any premium on the Mortgage Loans, bad debt losses with respect
to the Mortgage Loans and, except as described below, for servicing,
administrative and other expenses.
For purposes of determining its taxable income, the REMIC will have an
initial aggregate basis in its assets equal to the sum of the issue prices of
all REMIC Certificates (or, if a class of REMIC Certificates is not sold
initially, their fair market values). Such aggregate basis will be allocated
among the Mortgage Loans and the other assets of the REMIC in proportion to
their respective fair market values. The issue price of any REMIC Certificates
offered hereby will be determined in the manner described above under
"--Taxation of Owners of REMIC Regular Certificates--Original Issue Discount".
The issue price of a
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REMIC Certificate received in exchange for an interest in the Mortgage Loans or
other property will equal the fair market value of such interests in the
Mortgage Loans or other property. Accordingly, if one or more classes of REMIC
Certificates are retained initially rather than sold, the Master Servicer or
the Trustee may be required to estimate the fair market value of such interests
in order to determine the basis of the REMIC in the Mortgage Loans and other
property held by the REMIC.
Subject to possible application of the de minimis rules, the method of
accrual by the REMIC of original issue discount income and market discount
income with respect to Mortgage Loans that it holds will be equivalent to the
method for accruing original issue discount income for holders of REMIC Regular
Certificates (that is, under the constant yield method taking into account the
Prepayment Assumption). However, a REMIC that acquires loans at a market
discount must include such market discount in income currently, as it accrues,
on a constant yield basis. See "--Taxation of Owners of REMIC Regular
Certificates" above, which describes a method for accruing such discount income
that is analogous to that required to be used by a REMIC as to Mortgage Loans
with market discount that it holds.
A Mortgage Loan will be deemed to have been acquired with discount (or
premium) to the extent that the REMIC's basis therein, determined as described
in the preceding paragraph, is less than (or greater than) its stated
redemption price. Any such discount will be includible in the income of the
REMIC as it accrues, in advance of receipt of the cash attributable to such
income, under a method similar to the method described above for accruing
original issue discount on the REMIC Regular Certificates. It is anticipated
that each REMIC will elect under Section 171 of the Code to amortize any
premium on the Mortgage Loans. Premium on any Mortgage Loan to which such
election applies may be amortized under a constant yield method, presumably
taking into account a Prepayment Assumption. Further, such an election would
not apply to any Mortgage Loan originated on or before September 27, 1985.
Instead, premium on such a Mortgage Loan should be allocated among the
principal payments thereon and be deductible by the REMIC as those payments
become due or upon the prepayment of such Mortgage Loan.
A REMIC will be allowed deductions for interest (including original issue
discount) on the REMIC Regular Certificates (including any other class of REMIC
Certificates constituting "regular interests" in the REMIC not offered hereby)
equal to the deductions that would be allowed if the REMIC Regular Certificates
(including any other class of REMIC Certificates constituting "regular
interests" in the REMIC not offered hereby) were indebtedness of the REMIC.
Original issue discount will be considered to accrue for this purpose as
described above under "--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount", except that the de minimis rule and the
adjustments for subsequent holders of REMIC Regular Certificates (including any
other class of REMIC Certificates constituting "regular interests" in the REMIC
not offered hereby) described therein will not apply.
If a class of REMIC Regular Certificates is issued at a price in excess of
the stated redemption price of such class (such excess "Issue Premium"), the
net amount of interest deductions that are allowed the REMIC in each taxable
year with respect to the REMIC Regular Certificates of such class will be
reduced by an amount equal to the portion of the Issue Premium that is
considered to be amortized or repaid in that year. Although the matter is not
entirely certain, it is likely that Issue Premium would be amortized under a
constant yield method in a manner analogous to the method of accruing original
issue discount described above under "--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount".
As a general rule, the taxable income of a REMIC will be determined in the
same manner as if the REMIC were an individual having the calendar year as its
taxable year and using the accrual method of accounting. However, no item of
income, gain, loss or deduction allocable to a prohibited transaction will be
taken into account. See "--Prohibited Transactions Tax and Other Taxes" below.
Further, the limitation on miscellaneous itemized deductions imposed on
individuals by Section 67 of the Code (which allows such deductions only to the
extent they exceed in the aggregate two percent of the taxpayer's adjusted
gross income) will not be applied at the REMIC level so that the REMIC will be
allowed deductions for servicing, administrative and other non-interest
expenses in determining its taxable income. All such expenses will be allocated
as a separate item to the holders of REMIC Certificates,
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subject to the limitation of Section 67 of the Code. See "--Possible
Pass-Through of Miscellaneous Itemized Deductions" below. If the deductions
allowed to the REMIC exceed its gross income for a calendar quarter, such
excess will be the net loss for the REMIC for that calendar quarter.
Basis Rules, Net Losses and Distributions. The adjusted basis of a REMIC
Residual Certificate will be equal to the amount paid for such REMIC Residual
Certificate, increased by amounts included in the income of the REMIC Residual
Certificateholder and decreased (but not below zero) by distributions made, and
by net losses allocated, to such REMIC Residual Certificateholder.
A REMIC Residual Certificateholder is not allowed to take into account any
net loss for any calendar quarter to the extent such net loss exceeds such
REMIC Residual Certificateholder's adjusted basis in its REMIC Residual
Certificate as of the close of such calendar quarter (determined without regard
to such net loss). Any loss that is not currently deductible by reason of this
limitation may be carried forward indefinitely to future calendar quarters and,
subject to the same limitation, may be used only to offset income from the
REMIC Residual Certificate. The ability of REMIC Residual Certificateholders to
deduct net losses may be subject to additional limitations under the Code, as
to which REMIC Residual Certificateholders should consult their tax advisors.
Any distribution on a REMIC Residual Certificate will be treated as a
non-taxable return of capital to the extent it does not exceed the holder's
adjusted basis in such REMIC Residual Certificate. To the extent a distribution
on a REMIC Residual Certificate exceeds such adjusted basis, it will be treated
as gain from the sale of such REMIC Residual Certificate. Holders of certain
REMIC Residual Certificates may be entitled to distributions early in the term
of the related REMIC under circumstances in which their bases in such REMIC
Residual Certificates will not be sufficiently large that such distributions
will be treated as non-taxable returns of capital. Their bases in such REMIC
Residual Certificates will initially equal the amount paid for such REMIC
Residual Certificates and will be increased by their allocable shares of
taxable income of the REMIC. However, such bases increases may not occur until
the end of the calendar quarter, or perhaps the end of the calendar year, with
respect to which such REMIC taxable income is allocated to the REMIC Residual
Certificateholders. To the extent such REMIC Residual Certificateholders'
initial bases are less than the distributions to such REMIC Residual
Certificateholders, and increases in such initial bases either occur after such
distributions or (together with their initial bases) are less than the amount
of such distributions, gain will be recognized to such REMIC Residual
Certificateholders on such distributions and will be treated as gain from the
sale of their REMIC Residual Certificates.
The effect of these rules is that a REMIC Residual Certificateholder may
not amortize its basis in a REMIC Residual Certificate, but may only recover
its basis through distributions, through the deduction of any net losses of the
REMIC or upon the sale of its REMIC Residual Certificate. See "--Sales of REMIC
Certificates" below. For a discussion of possible modifications of these rules
that may require adjustments to income of a holder of a REMIC Residual
Certificate other than an original holder in order to reflect any difference
between the cost of such REMIC Residual Certificate to such REMIC Residual
Certificateholder and the adjusted basis such REMIC Residual Certificate would
have in the hands of an original holder see "--Taxation of Owners of REMIC
Residual Certificates--General" above.
Excess Inclusions. Any "excess inclusions" with respect to a REMIC
Residual Certificate will be subject to federal income tax in all events.
In general, the "excess inclusions" with respect to a REMIC Residual
Certificate for any calendar quarter will be the excess, if any, of (i) the
daily portions of REMIC taxable income allocable to such REMIC Residual
Certificate over (ii) the sum of the "daily accruals" (as defined below) for
each day during such quarter that such REMIC Residual Certificate was held by
such REMIC Residual Certificateholder. The daily accruals of a REMIC Residual
Certificateholder will be determined by allocating to each day during a
calendar quarter its ratable portion of the product of the "adjusted issue
price" of the REMIC Residual Certificate at the beginning of the calendar
quarter and 120% of the "long-term Federal rate" in effect on the Closing Date.
For this purpose, the adjusted issue price of a REMIC Residual Certificate as
of the beginning of any calendar quarter will be equal to the issue price of
the REMIC Residual Certificate, increased by the sum of the daily accruals for
all prior quarters and
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decreased (but not below zero) by any distributions made with respect to such
REMIC Residual Certificate before the beginning of such quarter. The issue
price of a REMIC Residual Certificate is the initial offering price to the
public (excluding bond houses and brokers) at which a substantial amount of the
REMIC Residual Certificates were sold. The "long-term Federal rate" is an
average of current yields on Treasury securities with a remaining term of
greater than nine years, computed and published monthly by the IRS. Although it
has not done so, the Treasury has authority to issue regulations that would
treat the entire amount of income accruing on a REMIC Residual Certificate as
an excess inclusion if the REMIC Residual Certificates are considered not to
have "significant value."
For REMIC Residual Certificateholders, excess inclusions (i) will not be
permitted to be offset by deductions, losses or loss carryovers from other
activities, (ii) will be treated as "unrelated business taxable income" to an
otherwise tax-exempt organization and (iii) will not be eligible for any rate
reduction or exemption under any applicable tax treaty with respect to the 30%
United States withholding tax imposed on distributions to REMIC Residual
Certificateholders that are foreign investors. See, however, "--Foreign
Investors in REMIC Certificates" below. Furthermore, for purposes of the
alternative minimum tax, (i) excess inclusions will not be permitted to be
offset by the alternative tax net operating loss deduction and (ii) alternative
minimum taxable income may not be less than the taxpayer's excess inclusions.
The latter rule has the effect of preventing non-refundable tax credits from
reducing the taxpayer's income tax to an amount lower than the tentative
minimum tax on excess inclusions.
In the case of any REMIC Residual Certificates held by a real estate
investment trust, the aggregate excess inclusions with respect to such REMIC
Residual Certificates, reduced (but not below zero) by the real estate
investment trust taxable income (within the meaning of Section 857(b)(2) of the
Code, excluding any net capital gain), will be allocated among the shareholders
of such trust in proportion to the dividends received by such shareholders from
such trust, and any amount so allocated will be treated as an excess inclusion
with respect to a REMIC Residual Certificate as if held directly by such
shareholder. Treasury regulations yet to be issued could apply a similar rule
to regulated investment companies, common trust funds and certain cooperatives;
the REMIC Regulations currently do not address this subject.
Noneconomic REMIC Residual Certificates. Under the REMIC Regulations,
transfers of "noneconomic" REMIC Residual Certificates will be disregarded for
all federal income tax purposes if "a significant purpose of the transfer was
to enable the transferor to impede the assessment or collection of tax". If
such transfer is disregarded, the purported transferor will continue to remain
liable for any taxes due with respect to the income on such "noneconomic" REMIC
Residual Certificate. The REMIC Regulations provide that a REMIC Residual
Certificate is noneconomic unless, based on the Prepayment Assumption and on
any required or permitted clean up calls, or required liquidation provided for
in the REMIC's organizational documents, (1) the present value of the expected
future distributions (discounted using the "applicable Federal rate" for
obligations whose term ends on the close of the last quarter in which excess
inclusions are expected to accrue with respect to the REMIC Residual
Certificate, which rate is computed and published monthly by the IRS) on the
REMIC Residual Certificate equals at least the present value of the expected
tax on the anticipated excess inclusions, and (2) the transferor reasonably
expects that the transferee will receive distributions with respect to the
REMIC Residual Certificate at or after the time the taxes accrue on the
anticipated excess inclusions in an amount sufficient to satisfy the accrued
taxes. Accordingly, all transfers of REMIC Residual Certificates that may
constitute noneconomic residual interests will be subject to certain
restrictions under the terms of the related Pooling and Servicing Agreement
that are intended to reduce the possibility of any such transfer being
disregarded. Such restrictions will require each party to a transfer to provide
an affidavit that no purpose of such transfer is to impede the assessment or
collection of tax, including certain representations as to the financial
condition of the prospective transferee, as to which the transferor is also
required to make a reasonable investigation to determine such transferee's
historic payment of its debts and ability to continue to pay its debts as they
come due in the future. Prior to purchasing a REMIC Residual Certificate,
prospective purchasers should consider the possibility that a purported
transfer of such REMIC Residual Certificate by such a purchaser to another
purchaser at some future date may be disregarded in accordance with the
above-described rules which would result in the retention of tax liability by
such purchaser.
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The related Prospectus Supplement will disclose whether offered REMIC
Residual Certificates may be considered "noneconomic" residual interests under
the REMIC Regulations; provided, however, that any disclosure that a REMIC
Residual Certificate will not be considered "noneconomic" will be based upon
certain assumptions, and the Depositor will make no representation that a REMIC
Residual Certificate will not be considered "noneconomic" for purposes of the
above-described rules. See "--Foreign Investors in REMIC Certificates--REMIC
Residual Certificates" below for additional restrictions applicable to
transfers of certain REMIC Residual Certificates to foreign persons.
Mark-to-Market Rules. On December 23, 1996, the IRS released final
regulations (the "Mark-to-Market Regulations") relating to the requirement that
a securities dealer mark to market securities held for sale to customers. This
mark-to-market requirement applies to all securities owned by a dealer, except
to the extent that the dealer has specifically identified a security as held
for investment. The Mark-to-Market Regulations provide that, for purposes of
this mark-to-market requirement, a REMIC Residual Certificate is not treated as
a security and thus may not be marked to market.
Possible Pass-Through of Miscellaneous Itemized Deductions. Fees and
expenses of a REMIC generally will be allocated to the holders of the related
REMIC Residual Certificates. The applicable Treasury regulations indicate,
however, that in the case of a REMIC that is similar to a single class grantor
trust, all or a portion of such fees and expenses should be allocated to the
holders of the related REMIC Regular Certificates. Unless otherwise stated in
the related Prospectus Supplement, such fees and expenses will be allocated to
holders of the related REMIC Residual Certificates in their entirety and not to
the holders of the related REMIC Regular Certificates.
With respect to REMIC Residual Certificates or REMIC Regular Certificates
the holders of which receive an allocation of fees and expenses in accordance
with the preceding discussion, if any holder thereof is an individual, estate
or trust, or a "pass-through entity" beneficially owned by one or more
individuals, estates or trusts, (i) an amount equal to such individual's,
estate's or trust's share of such fees and expenses will be added to the gross
income of such holder and (ii) such individual's, estate's or trust's share of
such fees and expenses will be treated as a miscellaneous itemized deduction
allowable subject to the limitation of Section 67 of the Code, which permits
such deductions only to the extent they exceed in the aggregate two percent of
a taxpayer's adjusted gross income. In addition, Section 68 of the Code
provides that the amount of itemized deductions otherwise allowable for an
individual whose adjusted gross income exceeds a specified amount will be
reduced by the lesser of (i) 3% of the excess of the individual's adjusted
gross income over such amount or (ii) 80% of the amount of itemized deductions
otherwise allowable for the taxable year. The amount of additional taxable
income reportable by REMIC Certificateholders that are subject to the
limitations of either Section 67 or Section 68 of the Code may be substantial.
Furthermore, in determining the alternative minimum taxable income of such a
holder of a REMIC Certificate that is an individual, estate or trust, or a
"pass-through entity" beneficially owned by one or more individuals, estates or
trusts, no deduction will be allowed for such holder's allocable portion of
servicing fees and other miscellaneous itemized deductions of the REMIC, even
though an amount equal to the amount of such fees and other deductions will be
included in such holder's gross income. Accordingly, such REMIC Certificates
may not be appropriate investments for individuals, estates, or trusts, or
pass-through entities beneficially owned by one or more individuals, estates or
trusts. Such prospective investors should consult with their tax advisors prior
to making an investment in such Certificates.
Sales of REMIC Certificates. If a REMIC Certificate is sold, the selling
Certificateholder will recognize gain or loss equal to the difference between
the amount realized on the sale and its adjusted basis in the REMIC
Certificate. The adjusted basis of a REMIC Regular Certificate generally will
equal the cost of such REMIC Regular Certificate to such Certificateholder,
increased by income reported by such Certificateholder with respect to such
REMIC Regular Certificate (including original issue discount and market
discount income) and reduced (but not below zero) by distributions on such
REMIC Regular Certificate received by such Certificateholder and by any
amortized premium. The adjusted basis of a REMIC Residual Certificate will be
determined as described under "--Taxation of Owners of REMIC Residual
Certificates--Basis Rules, Net Losses and Distributions". Except as provided in
the following four paragraphs, any such gain or loss will be capital gain or
loss, provided such REMIC Certificate is
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held as a capital asset (generally, property held for investment) within the
meaning of Section 1221 of the Code. The Code as of the date of this Prospectus
provides for a top marginal tax rate of 39.6% for individuals and a maximum
marginal rate for long-term capital gains of individuals of 28%. No such rate
differential exists for corporations. In addition, the distinction between a
capital gain or loss and ordinary income or loss remains relevant for other
purposes.
Gain from the sale of a REMIC Regular Certificate that might otherwise be
capital gain will be treated as ordinary income to the extent such gain does
not exceed the excess, if any, of (i) the amount that would have been
includible in the seller's income with respect to such REMIC Regular
Certificate assuming that income had accrued thereon at a rate equal to 110% of
the "applicable Federal rate" (generally, a rate based on an average of current
yields on Treasury securities having a maturity comparable to that of the
Certificate based on the application of the Prepayment Assumption to such
Certificate which rate is computed and published monthly by the IRS),
determined as of the date of purchase of such REMIC Regular Certificate, over
(ii) the amount of ordinary income actually includible in the seller's income
prior to such sale. In addition, gain recognized on the sale of a REMIC Regular
Certificate by a seller who purchased such REMIC Regular Certificate at a
market discount will be taxable as ordinary income in an amount not exceeding
the portion of such discount that accrued during the period such REMIC
Certificate was held by such holder, reduced by any market discount included in
income under the rules described above under "--Taxation of Owners of REMIC
Regular Certificates--Market Discount" and "--Premium".
REMIC Certificates will be "evidences of indebtedness" within the meaning
of Section 582(c)(1) of the Code, so that gain or loss recognized from the sale
of a REMIC Certificate by a bank or thrift institution to which such section
applies will be ordinary income or loss.
Except as may be provided in Treasury regulations yet to be issued, if the
seller of a REMIC Residual Certificate reacquires such REMIC Residual
Certificate, or acquires any other residual interest in a REMIC or any similar
interest in a "taxable mortgage pool" (as defined in Section 7701(i) of the
Code) during the period beginning six months before, and ending six months
after, the date of such sale, such sale will be subject to the "wash sale"
rules of Section 1091 of the Code. In that event, any loss realized by the
REMIC Residual Certificateholder on the sale will not be deductible, but
instead will be added to such REMIC Residual Certificateholder's adjusted basis
in the newly-acquired asset.
Prohibited Transactions Tax and Other Taxes. The Code imposes a tax on
REMICs equal to 100% of the net income derived from "prohibited transactions"
(a "Prohibited Transactions Tax"). In general, subject to certain specified
exceptions a prohibited transaction means the disposition of a Mortgage Loan,
the receipt of income from a source other than a Mortgage Loan or certain other
permitted investments, the receipt of compensation for services, or gain from
the disposition of an asset purchased with the payments on the Mortgage Loans
for temporary investment pending distribution on the REMIC Certificates. It is
not anticipated that any REMIC will engage in any prohibited transactions in
which it would recognize a material amount of net income.
In addition, certain contributions to a REMIC made after the day on which
the REMIC issues all of its interests could result in the imposition of a tax
on the REMIC equal to 100% of the value of the contributed property (a
"Contributions Tax"). Each Pooling and Servicing Agreement will include
provisions designed to prevent the acceptance of any contributions that would
be subject to such tax.
REMICs also are subject to federal income tax at the highest corporate
rate on "net income from foreclosure property", determined by reference to the
rules applicable to real estate investment trusts. "Net income from foreclosure
property" generally means gain from the sale of a foreclosure property that is
inventory property and gross income from foreclosure property other than
qualifying rents and other qualifying income for a real estate investment
trust. Unless otherwise disclosed in the related Prospectus Supplement, it is
not anticipated that any REMIC will recognize "net income from foreclosure
property" subject to federal income tax.
Unless otherwise disclosed in the related Prospectus Supplement, it is not
anticipated that any material state or local income or franchise tax will be
imposed on any REMIC.
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Unless otherwise stated in the related Prospectus Supplement, and to the
extent permitted by then applicable laws, any Prohibited Transactions Tax,
Contributions Tax, tax on "net income from foreclosure property" or state or
local income or franchise tax that may be imposed on the REMIC will be borne by
the related Master Servicer, Special Servicer, Manager or Trustee in any case
out of its own funds, provided that such person has sufficient assets to do so,
and provided further that such tax arises out of a breach of such person's
obligations under the related Pooling and Servicing Agreement and in respect of
compliance with applicable laws and regulations. Any such tax not borne by a
Master Servicer, Special Servicer, Manager or Trustee will be charged against
the related Trust Fund resulting in a reduction in amounts payable to holders
of the related REMIC Certificates.
Tax and Restrictions on Transfers of REMIC Residual Certificates to
Certain Organizations. If a REMIC Residual Certificate is transferred to a
"disqualified organization" (as defined below), a tax would be imposed in an
amount (determined under the REMIC Regulations) equal to the product of (i) the
present value (discounted using the "applicable Federal rate" for obligations
whose term ends on the close of the last quarter in which excess inclusions are
expected to accrue with respect to the REMIC Residual Certificate, which rate
is computed and published monthly by the IRS) of the total anticipated excess
inclusions with respect to such REMIC Residual Certificate for periods after
the transfer and (ii) the highest marginal federal income tax rate applicable
to corporations. The anticipated excess inclusions must be determined as of the
date that the REMIC Residual Certificate is transferred and must be based on
events that have occurred up to the time of such transfer, the Prepayment
Assumption and any required or permitted clean up calls or required liquidation
provided for in the REMIC's organizational documents. Such a tax generally
would be imposed on the transferor of the REMIC Residual Certificate, except
that where such transfer is through an agent for a disqualified organization,
the tax would instead be imposed on such agent. However, a transferor of a
REMIC Residual Certificate would in no event be liable for such tax with
respect to a transfer if the transferee furnishes to the transferor an
affidavit that the transferee is not a disqualified organization and, as of the
time of the transfer, the transferor does not have actual knowledge that such
affidavit is false. Moreover, an entity will not qualify as a REMIC unless
there are reasonable arrangements designed to ensure that (i) residual
interests in such entity are not held by disqualified organizations and (ii)
information necessary for the application of the tax described herein will be
made available. Restrictions on the transfer of REMIC Residual Certificates and
certain other provisions that are intended to meet this requirement will be
included in each Pooling and Servicing Agreement, and will be discussed in any
Prospectus Supplement relating to the offering of any REMIC Residual
Certificate.
In addition, if a "pass-through entity" (as defined below) includes in
income excess inclusions with respect to a REMIC Residual Certificate, and a
disqualified organization is the record holder of an interest in such entity,
then a tax will be imposed on such entity equal to the product of (i) the
amount of excess inclusions on the REMIC Residual Certificate that are
allocable to the interest in the pass-through entity held by such disqualified
organization and (ii) the highest marginal federal income tax rate imposed on
corporations. A pass-through entity will not be subject to this tax for any
period, however, if each record holder of an interest in such pass-through
entity furnishes to such pass-through entity (i) such holder's social security
number and a statement under penalties of perjury that such social security
number is that of the record holder or (ii) a statement under penalties of
perjury that such record holder is not a disqualified organization.
For these purposes, a "disqualified organization" means (i) the United
States, any State or political subdivision thereof, any foreign government, any
international organization, or any agency or instrumentality of the foregoing
(but would not include instrumentalities described in Section 168(h)(2)(D) of
the Code or the Federal Home Loan Mortgage Corporation), (ii) any organization
(other than a cooperative described in Section 521 of the Code) that is exempt
from federal income tax, unless it is subject to the tax imposed by Section 511
of the Code or (iii) any organization described in Section 1381(a)(2)(C) of the
Code. For these purposes, a "pass-through entity" means any regulated
investment company, real estate investment trust, trust, partnership or certain
other entities described in Section 860E(e)(6) of the Code. In addition, a
person holding an interest in a pass-through entity as a nominee for another
person will, with respect to such interest, be treated as a pass-through
entity.
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Termination. A REMIC will terminate immediately after the Distribution
Date following receipt by the REMIC of the final payment in respect of the
Mortgage Loans or upon a sale of the REMIC's assets following the adoption by
the REMIC of a plan of complete liquidation. The last distribution on a REMIC
Regular Certificate will be treated as a payment in retirement of a debt
instrument. In the case of a REMIC Residual Certificate, if the last
distribution on such REMIC Residual Certificate is less than the REMIC Residual
Certificateholder's adjusted basis in such Certificate, such REMIC Residual
Certificateholder should (but may not) be treated as realizing a loss equal to
the amount of such difference, and such loss may be treated as a capital loss.
Reporting and Other Administrative Matters. Solely for purposes of the
administrative provisions of the Code, the REMIC will be treated as a
partnership and REMIC Residual Certificateholders will be treated as partners.
Unless otherwise stated in the related Prospectus Supplement, the Trustee or
the Master Servicer, which generally will hold at least a nominal amount of
REMIC Residual Certificates, will file REMIC federal income tax returns on
behalf of the related REMIC, and will be designated as and will act as the "tax
matters person" with respect to the REMIC in all respects.
As the tax matters person, the Trustee or the Master Servicer, as the case
may be, subject to certain notice requirements and various restrictions and
limitations, generally will have the authority to act on behalf of the REMIC
and the REMIC Residual Certificateholders in connection with the administrative
and judicial review of items of income, deduction, gain or loss of the REMIC,
as well as the REMIC's classification. REMIC Residual Certificateholders
generally will be required to report such REMIC items consistently with their
treatment on the related REMIC's tax return and may in some circumstances be
bound by a settlement agreement between the Trustee or the Master Servicer, as
the case may be, as tax matters person, and the IRS concerning any such REMIC
item. Adjustments made to the REMIC tax return may require a REMIC Residual
Certificateholder to make corresponding adjustments on its return, and an audit
of the REMIC's tax return, or the adjustments resulting from such an audit,
could result in an audit of a REMIC Residual Certificateholder's return. No
REMIC will be registered as a tax shelter pursuant to Section 6111 of the Code
because it is not anticipated that any REMIC will have a net loss for any of
the first five taxable years of its existence. Any person that holds a REMIC
Residual Certificate as a nominee for another person may be required to furnish
to the related REMIC, in a manner to be provided in Treasury regulations, the
name and address of such person and other information.
Reporting of interest income, including any original issue discount, with
respect to REMIC Regular Certificates is required annually, and may be required
more frequently under Treasury regulations. These information reports generally
are required to be sent to individual holders of REMIC Regular Interests and
the IRS; holders of REMIC Regular Certificates that are corporations, trusts,
securities dealers and certain other non-individuals will be provided interest
and original issue discount income information and the information set forth in
the following paragraph upon request in accordance with the requirements of the
applicable regulations. The information must be provided by the later of 30
days after the end of the quarter for which the information was requested, or
two weeks after the receipt of the request. The REMIC must also comply with
rules requiring a REMIC Regular Certificate issued with original issue discount
to disclose on its face the amount of original issue discount and the issue
date, and requiring such information to be reported to the IRS. Reporting with
respect to REMIC Residual Certificates, including income, excess inclusions,
investment expenses and relevant information regarding qualification of the
REMIC's assets will be made as required under the Treasury regulations,
generally on a quarterly basis.
As applicable, the REMIC Regular Certificate information reports will
include a statement of the adjusted issue price of the REMIC Regular
Certificate at the beginning of each accrual period. In addition, the reports
will include information required by regulations with respect to computing the
accrual of any market discount. Because exact computation of the accrual of
market discount on a constant yield method would require information relating
to the holder's purchase price that the REMIC may not have, such regulations
only require that information pertaining to the appropriate proportionate
method of accruing market discount be provided. See "--Taxation of Owners of
REMIC Regular Certificates--Market Discount".
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Unless otherwise specified in the related Prospectus Supplement, the
responsibility for complying with the foregoing reporting rules will be borne
by either the Trustee or the Master Servicer.
Backup Withholding with Respect to REMIC Certificates. Payments of
interest and principal, as well as payments of proceeds from the sale of REMIC
Certificates, may be subject to the "backup withholding tax" under Section 3406
of the Code at a rate of 31% if recipients of such payments fail to furnish to
the payor certain information, including their taxpayer identification numbers,
or otherwise fail to establish an exemption from such tax. Any amounts deducted
and withheld from a distribution to a recipient would be allowed as a credit
against such recipient's federal income tax. Furthermore, certain penalties may
be imposed by the IRS on a recipient of payments that is required to supply
information but that does not do so in the proper manner.
Foreign Investors in REMIC Certificates. A REMIC Regular Certificateholder
that is not a "United States Person" (as defined below) and is not subject to
federal income tax as a result of any direct or indirect connection to the
United States in addition to its ownership of a REMIC Regular Certificate will
not, unless otherwise disclosed in the related Prospectus Supplement, be
subject to United States federal income or withholding tax in respect of a
distribution on a REMIC Regular Certificate, provided that the holder complies
to the extent necessary with certain identification requirements (including
delivery of a statement, signed by the Certificateholder under penalties of
perjury, certifying that such Certificateholder is not a United States Person
and providing the name and address of such Certificateholder). For these
purposes, "United States Person" means a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States or any political subdivision thereof, or
an estate whose income is subject to United States 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 the trust and one or more United
States fiduciaries have the authority to control all substantial decisions of
the trust. It is possible that the IRS may assert that the foregoing tax
exemption should not apply with respect to a REMIC Regular Certificate held by
a REMIC Residual Certificateholder that owns directly or indirectly a 10% or
greater interest in the REMIC Residual Certificates. If the holder does not
qualify for exemption, distributions of interest, including distributions in
respect of accrued original issue discount, to such holder may be subject to a
tax rate of 30%, subject to reduction under any applicable tax treaty.
In addition, the foregoing rules will not apply to exempt a United States
shareholder of a controlled foreign corporation from taxation on such United
States shareholder's allocable portion of the interest income received by such
controlled foreign corporation.
Further, it appears that a REMIC Regular Certificate would not be included
in the estate of a non-resident alien individual and would not be subject to
United States estate taxes. However, Certificateholders who are non-resident
alien individuals should consult their tax advisors concerning this question.
Unless otherwise stated in the related Prospectus Supplement, transfers of
REMIC Residual Certificates to investors that are not United States Persons
will be prohibited under the related Pooling and Servicing Agreement.
GRANTOR TRUST FUNDS
Classification of Grantor Trust Funds. With respect to each series of
Grantor Trust Certificates, counsel to the Depositor will deliver its opinion
to the effect that, assuming compliance with all provisions of the related
Pooling and Servicing Agreement, the related Grantor Trust Fund will be
classified as a grantor trust under subpart E, part I of subchapter J of the
Code and not as a partnership or an association taxable as a corporation.
Accordingly, each holder of a Grantor Trust Certificate generally will be
treated as the owner of an interest in the Mortgage Loans included in the
Grantor Trust Fund.
For purposes of the following discussion, a Grantor Trust Certificate
representing an undivided equitable ownership interest in the principal of the
Mortgage Loans constituting the related Grantor Trust Fund, together with
interest thereon at a pass-through rate, will be referred to as a "Grantor
Trust Fractional Interest Certificate". A Grantor Trust Certificate
representing ownership of all or a portion of the
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difference between interest paid on the Mortgage Loans constituting the related
Grantor Trust Fund (net of normal administration fees) and interest paid to the
holders of Grantor Trust Fractional Interest Certificates issued with respect
to such Grantor Trust Fund will be referred to as a "Grantor Trust Strip
Certificate". A Grantor Trust Strip Certificate may also evidence a nominal
ownership interest in the principal of the Mortgage Loans constituting the
related Grantor Trust Fund.
Taxation of Owners of Grantor Trust Fractional Interest Certificates.
General. Holders of a particular series of Grantor Trust Fractional
Interest Certificates generally will be required to report on their federal
income tax returns their shares of the entire income from the Mortgage Loans
(including amounts used to pay reasonable servicing fees and other expenses)
and will be entitled to deduct their shares of any such reasonable servicing
fees and other expenses. Because of stripped interests, market or original
issue discount, or premium, the amount includible in income on account of a
Grantor Trust Fractional Interest Certificate may differ significantly from the
amount distributable thereon representing interest on the Mortgage Loans. Under
Section 67 of the Code, an individual, estate or trust holding a Grantor Trust
Fractional Interest Certificate directly or through certain pass-through
entities will be allowed a deduction for such reasonable servicing fees and
expenses only to the extent that the aggregate of such holder's miscellaneous
itemized deductions exceeds two percent of such holder's adjusted gross income.
In addition, Section 68 of the Code provides that the amount of itemized
deductions otherwise allowable for an individual whose adjusted gross income
exceeds a specified amount will be reduced by the lesser of (i) 3% of the
excess of the individual's adjusted gross income over such amount or (ii) 80%
of the amount of itemized deductions otherwise allowable for the taxable year.
The amount of additional taxable income reportable by holders of Grantor Trust
Fractional Interest Certificates who are subject to the limitations of either
Section 67 or Section 68 of the Code may be substantial. Further,
Certificateholders (other than corporations) subject to the alternative minimum
tax may not deduct miscellaneous itemized deductions in determining such
holder's alternative minimum taxable income. Although it is not entirely clear,
it appears that in transactions in which multiple classes of Grantor Trust
Certificates (including Grantor Trust Strip Certificates) are issued, such fees
and expenses should be allocated among the classes of Grantor Trust
Certificates using a method that recognizes that each such class benefits from
the related services. In the absence of statutory or administrative
clarification as to the method to be used, it currently is intended to base
information returns or reports to the IRS and Certificateholders on a method
that allocates such expenses among classes of Grantor Trust Certificates with
respect to each period based on the distributions made to each such class
during that period.
The federal income tax treatment of Grantor Trust Fractional Interest
Certificates of any series will depend on whether they are subject to the
"stripped bond" rules of Section 1286 of the Code. Grantor Trust Fractional
Interest Certificates may be subject to those rules if (i) a class of Grantor
Trust Strip Certificates is issued as part of the same series of Certificates
or (ii) the Depositor or any of its affiliates retains (for its own account or
for purposes of resale) a right to receive a specified portion of the interest
payable on a Mortgage Asset. Further, the IRS has ruled that an unreasonably
high servicing fee retained by a seller or servicer will be treated as a
retained ownership interest in mortgages that constitutes a stripped coupon.
For purposes of determining what constitutes reasonable servicing fees for
various types of mortgages the IRS has established certain "safe harbors." The
servicing fees paid with respect to the Mortgage Loans for certain series of
Grantor Trust Certificates may be higher than the "safe harbors" and,
accordingly, may not constitute reasonable servicing compensation. The related
Prospectus Supplement will include information regarding servicing fees paid to
a Master Servicer, a Special Servicer, any Sub-Servicer or their respective
affiliates necessary to determine whether the preceding "safe harbor" rules
apply.
If Stripped Bond Rules Apply. If the stripped bond rules apply, each
Grantor Trust Fractional Interest Certificate will be treated as having been
issued with "original issue discount" within the meaning of Section 1273(a) of
the Code, subject, however, to the discussion below regarding the treatment of
certain stripped bonds as market discount bonds and the discussion regarding de
minimis market discount. See "--Taxation of Owners of Grantor Trust Fractional
Interest Certificates--Market Discount" below. Under the stripped bond rules,
the holder of a Grantor Trust Fractional Interest Certificate
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(whether a cash or accrual method taxpayer) will be required to report interest
income from its Grantor Trust Fractional Interest Certificate for each month in
an amount equal to the income that accrues on such Certificate in that month
calculated under a constant yield method, in accordance with the rules of the
Code relating to original issue discount.
The original issue discount on a Grantor Trust Fractional Interest
Certificate will be the excess of such Certificate's stated redemption price
over its issue price. The issue price of a Grantor Trust Fractional Interest
Certificate as to any purchaser will be equal to the price paid by such
purchaser of the Grantor Trust Fractional Interest Certificate. The stated
redemption price of a Grantor Trust Fractional Interest Certificate will be the
sum of all payments to be made on such Certificate, other than "qualified
stated interest", if any, as well as such Certificate's share of reasonable
servicing fees and other expenses. See "--Taxation of Owners of Grantor Trust
Fractional Interest Certificates--If Stripped Bond Rules Do Not Apply" for a
definition of "qualified stated interest". In general, the amount of such
income that accrues in any month would equal the product of such holder's
adjusted basis in such Grantor Trust Fractional Interest Certificate at the
beginning of such month (see "--Sales of Grantor Trust Certificates" below) and
the yield of such Grantor Trust Fractional Interest Certificate to such holder.
Such yield would be computed as the rate (compounded based on the regular
interval between payment dates) that, if used to discount the holder's share of
future payments on the Mortgage Loans, would cause the present value of those
future payments to equal the price at which the holder purchased such
Certificate. In computing yield under the stripped bond rules, a
Certificateholder's share of future payments on the Mortgage Loans will not
include any payments made in respect of any ownership interest in the Mortgage
Loans retained by the Depositor, a Master Servicer, a Special Servicer, any
Sub-Servicer or their respective affiliates, but will include such
Certificateholder's share of any reasonable servicing fees and other expenses.
Section 1272(a)(6) of the Code requires (i) the use of a reasonable
prepayment assumption in accruing original issue discount and (ii) adjustments
in the accrual of original issue discount when prepayments do not conform to
the prepayment assumption, with respect to certain categories of debt
instruments, and regulations could be adopted applying those provisions to the
Grantor Trust Fractional Interest Certificates. It is unclear whether those
provisions would be applicable to the Grantor Trust Fractional Interest
Certificates or whether use of a reasonable prepayment assumption may be
required or permitted without reliance on these rules. It is also uncertain, if
a prepayment assumption is used, whether the assumed prepayment rate would be
determined based on conditions at the time of the first sale of the Grantor
Trust Fractional Interest Certificate or, with respect to any holder, at the
time of purchase of the Grantor Trust Fractional Interest Certificate by that
holder. Certificateholders are advised to consult their tax advisors concerning
reporting original issue discount in general and, in particular, whether a
prepayment assumption should be used in reporting original issue discount with
respect to Grantor Trust Fractional Interest Certificates.
In the case of a Grantor Trust Fractional Interest Certificate acquired at
a price equal to the principal amount of the Mortgage Loans allocable to such
Certificate, the use of a prepayment assumption generally would not have any
significant effect on the yield used in calculating accruals of interest
income. In the case, however, of a Grantor Trust Fractional Interest
Certificate acquired at a discount or premium (that is, at a price less than or
greater than such principal amount, respectively), the use of a reasonable
prepayment assumption would increase or decrease such yield, and thus
accelerate or decelerate, respectively, the reporting of income.
If a prepayment assumption is not used, then when a Mortgage Loan prepays
in full, the holder of a Grantor Trust Fractional Interest Certificate acquired
at a discount or a premium generally will recognize ordinary income or loss
equal to the difference between the portion of the prepaid principal amount of
the Mortgage Loan that is allocable to such Certificate and the portion of the
adjusted basis of such Certificate that is allocable to such
Certificateholder's interest in the Mortgage Loan. If a prepayment assumption
is used, it appears that no separate item of income or loss should be
recognized upon a prepayment. Instead, a prepayment should be treated as a
partial payment of the stated redemption price of the Grantor Trust Fractional
Interest Certificate and accounted for under a method
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similar to that described for taking account of original issue discount on
REMIC Regular Certificates. See "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount". It is unclear whether any other
adjustments would be required to reflect differences between an assumed
prepayment rate and the actual rate of prepayments.
In the absence of statutory or administrative clarification, it is
currently intended to base information reports or returns to the IRS and
Certificateholders in transactions subject to the stripped bond rules on a
prepayment assumption that will be disclosed in the related Prospectus
Supplement and on a constant yield computed using a representative initial
offering price for each class of Certificates. However, neither the Depositor
nor any other person will make any representation that the Mortgage Loans will
in fact prepay at a rate conforming to such prepayment assumption or any other
rate and Certificateholders should bear in mind that the use of a
representative initial offering price will mean that such information returns
or reports, even if otherwise accepted as accurate by the IRS, will in any
event be accurate only as to the initial Certificateholders of each series who
bought at that price.
Under Treasury regulation Section 1.1286-1(b), certain stripped bonds are
to be treated as market discount bonds and, accordingly, any purchaser of such
a bond is to account for any discount on the bond as market discount rather
than original issue discount. This treatment only applies, however, if
immediately after the most recent disposition of the bond by a person stripping
one or more coupons from the bond and disposing of the bond or coupon (i) there
is no original issue discount (or only a de minimis amount of original issue
discount) or (ii) the annual stated rate of interest payable on the original
bond is no more than one percentage point lower than the gross interest rate
payable on the original mortgage loan (before subtracting any servicing fee or
any stripped coupon). If interest payable on a Grantor Trust Fractional
Interest Certificate is more than one percentage point lower than the gross
interest rate payable on the Mortgage Loans, the related Prospectus Supplement
will disclose that fact. If the original issue discount or market discount on a
Grantor Trust Fractional Interest Certificate determined under the stripped
bond rules is less than 0.25% of the stated redemption price multiplied by the
weighted average maturity of the Mortgage Loans, then such original issue
discount or market discount will be considered to be de minimis. Original issue
discount or market discount of only a de minimis amount will be included in
income in the same manner as de minimis original issue and market discount
described in "--Taxation of Owners of Grantor Trust Fractional Interest
Certificates--If Stripped Bond Rules Do Not Apply" and "--Market Discount"
below.
If Stripped Bond Rules Do Not Apply. Subject to the discussion below on
original issue discount, if the stripped bond rules do not apply to a Grantor
Trust Fractional Interest Certificate, the Certificateholder will be required
to report its share of the interest income on the Mortgage Loans in accordance
with such Certificateholder's normal method of accounting. The original issue
discount rules will apply, even if the stripped bond rules do not apply, to a
Grantor Trust Fractional Interest Certificate to the extent it evidences an
interest in Mortgage Loans issued with original issue discount.
The original issue discount, if any, on the Mortgage Loans will equal the
difference between the stated redemption price of such Mortgage Loans and their
issue price. For a definition of "stated redemption price," see "--Taxation of
Owners of REMIC Regular Certificates--Original Issue Discount" above. In
general, the issue price of a Mortgage Loan will be the amount received by the
borrower from the lender under the terms of the Mortgage Loan, less any
"points" paid by the borrower, and the stated redemption price of a Mortgage
Loan will equal its principal amount, unless the Mortgage Loan provides for an
initial "teaser," or below-market interest rate. The determination as to
whether original issue discount will be considered to be de minimis will be
calculated using the same test as in the REMIC discussion. See "--Taxation of
Owners of REMIC Regular Certificates--Original Issue Discount" above.
In the case of Mortgage Loans bearing adjustable or variable interest
rates, the related Prospectus Supplement will describe the manner in which such
rules will be applied with respect to those Mortgage Loans by the Trustee or
Master Servicer, as applicable, in preparing information returns to the
Certificateholders and the IRS.
If original issue discount is in excess of a de minimis amount, all
original issue discount with respect to a Mortgage Loan will be required to be
accrued and reported in income each month, based on a
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constant yield. The OID Regulations suggest that no prepayment assumption is
appropriate in computing the yield on prepayable obligations issued with
original issue discount. In the absence of statutory or administrative
clarification, it currently is not intended to base information reports or
returns to the IRS and Certificateholders on the use of a prepayment assumption
in transactions not subject to the stripped bond rules. However, Section
1272(a)(6) of the Code may require that a prepayment assumption be made in
computing yield with respect to all mortgage-backed securities.
Certificateholders are advised to consult their own tax advisors concerning
whether a prepayment assumption should be used in reporting original issue
discount with respect to Grantor Trust Fractional Interest Certificates.
Certificateholders should refer to the related Prospectus Supplement with
respect to each series to determine whether and in what manner the original
issue discount rules will apply to Mortgage Loans in such series.
A purchaser of a Grantor Trust Fractional Interest Certificate that
purchases such Grantor Trust Fractional Interest Certificate at a cost less
than such Certificate's allocable portion of the aggregate remaining stated
redemption price of the Mortgage Loans held in the related Trust Fund will also
be required to include in gross income such Certificate's daily portions of any
original issue discount with respect to such Mortgage Loans. However, each such
daily portion will be reduced, if the cost of such Grantor Trust Fractional
Interest Certificate to such purchaser is in excess of such Certificate's
allocable portion of the aggregate "adjusted issue prices" of the Mortgage
Loans held in the related Trust Fund, approximately in proportion to the ratio
such excess bears to such Certificate's allocable portion of the aggregate
original issue discount remaining to be accrued on such Mortgage Loans. The
adjusted issue price of a Mortgage Loan on any given day equals the sum of (i)
the adjusted issue price (or, in the case of the first accrual period, the
issue price) of such Mortgage Loan at the beginning of the accrual period that
includes such day and (ii) the daily portions of original issue discount for
all days during such accrual period prior to such day. The adjusted issue price
of a Mortgage Loan at the beginning of any accrual period will equal the issue
price of such Mortgage Loan, increased by the aggregate amount of original
issue discount with respect to such Mortgage Loan that accrued in prior accrual
periods, and reduced by the amount of any payments made on such Mortgage Loan
in prior accrual periods of amounts included in its stated redemption price.
Unless otherwise provided in the related Prospectus Supplement, the
Trustee or Master Servicer, as applicable, will provide to any holder of a
Grantor Trust Fractional Interest Certificate such information as such holder
may reasonably request from time to time with respect to original issue
discount accruing on Grantor Trust Fractional Interest Certificates. See
"--Grantor Trust Reporting" below.
Market Discount. If the stripped bond rules do not apply to a Grantor
Trust Fractional Interest Certificate, a Certificateholder may be subject to
the market discount rules of Sections 1276 through 1278 of the Code to the
extent an interest in a Mortgage Loan is considered to have been purchased at a
"market discount", that is, in the case of a Mortgage Loan issued without
original issue discount, at a purchase price less than its remaining stated
redemption price (as defined above), or in the case of a Mortgage Loan issued
with original issue discount, at a purchase price less than its adjusted issue
price (as defined above). If market discount is in excess of a de minimis
amount (as described below), the holder generally will be required to include
in income in each month the amount of such discount that has accrued (under the
rules described in the next paragraph) through such month that has not
previously been included in income, but limited, in the case of the portion of
such discount that is allocable to any Mortgage Loan, to the payment of stated
redemption price on such Mortgage Loan that is received by (or, in the case of
accrual basis Certificateholders, due to) the Trust Fund in that month. A
Certificateholder may elect to include market discount in income currently as
it accrues (under a constant yield method based on the yield of the Certificate
to such holder) rather than including it on a deferred basis in accordance with
the foregoing under rules similar to those described in "--Taxation of Owners
of REMIC Regular Interests--Market Discount" above.
Section 1276(b)(3) of the Code authorized the Treasury Department to issue
regulations providing for the method for accruing market discount on debt
instruments, the principal of which is payable in more than one installment.
Until such time as regulations are issued by the Treasury Department, certain
rules described in the Committee Report apply. Under those rules, in each
accrual period market discount on the Mortgage Loans should accrue, at the
holder's option: (i) on the basis of a constant yield
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method, (ii) in the case of a Mortgage Loan issued without original issue
discount, in an amount that bears the same ratio to the total remaining market
discount as the stated interest paid in the accrual period bears to the total
stated interest remaining to be paid on the Mortgage Loan as of the beginning
of the accrual period, or (iii) in the case of a Mortgage Loan issued with
original issue discount, in an amount that bears the same ratio to the total
remaining market discount as the original issue discount accrued in the accrual
period bears to the total original issue discount remaining at the beginning of
the accrual period. The prepayment assumption, if any, used in calculating the
accrual of original issue discount is to be used in calculating the accrual of
market discount. The effect of using a prepayment assumption could be to
accelerate the reporting of such discount income. Because the regulations
referred to in this paragraph have not been issued, it is not possible to
predict what effect such regulations might have on the tax treatment of a
Mortgage Loan purchased at a discount in the secondary market.
Because the Mortgage Loans will provide for periodic payments of stated
redemption price, such discount may be required to be included in income at a
rate that is not significantly slower than the rate at which such discount
would be included in income if it were original issue discount.
Market discount with respect to Mortgage Loans may be considered to be de
minimis and, if so, will be includible in income under de minimis rules similar
to those described in "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above within the exception that it is
less likely that a prepayment assumption will be used for purposes of such
rules with respect to the Mortgage Loans.
Further, under the rules described in "--REMICs--Taxation of Owners of
REMIC Regular Certificates--Market Discount", any discount that is not original
issue discount and exceeds a de minimis amount may require the deferral of
interest expense deductions attributable to accrued market discount not yet
includible in income, unless an election has been made to report market
discount currently as it accrues.
Premium. If a Certificateholder is treated as acquiring the underlying
Mortgage Loans at a premium, that is, at a price in excess of their remaining
stated redemption price, such Certificateholder may elect under Section 171 of
the Code to amortize using a constant yield method the portion of such premium
allocable to Mortgage Loans originated after September 27, 1985. Amortizable
premium is treated as an offset to interest income on the related debt
instrument, rather than as a separate interest deduction. However, premium
allocable to Mortgage Loans originated before September 28, 1985 or to Mortgage
Loans for which an amortization election is not made, should be allocated among
the payments of stated redemption price on the Mortgage Loan and be allowed as
a deduction as such payments are made (or, for a Certificateholder using the
accrual method of accounting, when such payments of stated redemption price are
due).
It is unclear whether a prepayment assumption should be used in computing
amortization of premium allowable under Section 171 of the Code. If premium is
not subject to amortization using a prepayment assumption and a Mortgage Loan
prepays in full, the holder of a Grantor Trust Fractional Interest Certificate
acquired at a premium should recognize a loss equal to the difference between
the portion of the prepaid principal amount of the Mortgage Loan that is
allocable to the Certificate and the portion of the adjusted basis of the
Certificate that is allocable to the Mortgage Loan. If a prepayment assumption
is used to amortize such premium, it appears that such a loss would be
unavailable. Instead, if a prepayment assumption is used, a prepayment should
be treated as a partial payment of the stated redemption price of the Grantor
Trust Fractional Interest Certificate and accounted for under a method similar
to that described for taking account of original issue discount on REMIC
Regular Certificates. See "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount". It is unclear whether any other
adjustments would be required to reflect differences between the prepayment
assumption and the actual rate of prepayments.
Taxation of Owners of Grantor Trust Strip Certificates. The "stripped
coupon" rules of Section 1286 of the Code will apply to the Grantor Trust Strip
Certificates. Except as described above in "--Taxation of Owners of Grantor
Trust Fractional Interest Certificates--If Stripped Bond Rules Apply", no
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regulations or published rulings under Section 1286 of the Code have been
issued and some uncertainty exists as to how it will be applied to securities
such as the Grantor Trust Strip Certificates. Accordingly, holders of Grantor
Trust Strip Certificates should consult their tax advisors concerning the
method to be used in reporting income or loss with respect to such
Certificates.
The OID Regulations do not apply to "stripped coupons", although they
provide general guidance as to how the original issue discount sections of the
Code will be applied. In addition, the discussion below is subject to the
discussion under "--Possible Application of Proposed Contingent Payment Rules"
below and assumes that the holder of a Grantor Trust Strip Certificate will not
own any Grantor Trust Fractional Interest Certificates.
Under the stripped coupon rules, it appears that original issue discount
will be required to be accrued in each month on the Grantor Trust Strip
Certificates based on a constant yield method. In effect, each holder of
Grantor Trust Strip Certificates would include as interest income in each month
an amount equal to the product of such holder's adjusted basis in such Grantor
Trust Strip Certificate at the beginning of such month and the yield of such
Grantor Trust Strip Certificate to such holder. Such yield would be calculated
based on the price paid for that Grantor Trust Strip Certificate by its holder
and the payments remaining to be made thereon at the time of the purchase, plus
an allocable portion of the servicing fees and expenses to be paid with respect
to the Mortgage Loans. See "--Taxation of Owners of Grantor Trust Fractional
Interest Certificates--If Stripped Bond Rules Apply" above.
As noted above, Section 1272(a)(6) of the Code requires that a prepayment
assumption be used in computing the accrual of original issue discount with
respect to certain categories of debt instruments, and that adjustments be made
in the amount and rate of accrual of such discount when prepayments do not
conform to such prepayment assumption. Regulations could be adopted applying
those provisions to the Grantor Trust Strip Certificates. It is unclear whether
those provisions would be applicable to the Grantor Trust Strip Certificates or
whether use of a prepayment assumption may be required or permitted in the
absence of such regulations. It is also uncertain, if a prepayment assumption
is used, whether the assumed prepayment rate would be determined based on
conditions at the time of the first sale of the Grantor Trust Strip Certificate
or, with respect to any subsequent holder, at the time of purchase of the
Grantor Trust Strip Certificate by that holder.
The accrual of income on the Grantor Trust Strip Certificates will be
significantly slower if a prepayment assumption is permitted to be made than if
yield is computed assuming no prepayments. In the absence of statutory or
administrative clarification, it currently is intended to base information
returns or reports to the IRS and Certificateholders on the Prepayment
Assumption disclosed in the related Prospectus Supplement and on a constant
yield computed using a representative initial offering price for each class of
Certificates. However, neither the Depositor nor any other person will make any
representation that the Mortgage Loans will in fact prepay at a rate conforming
to the Prepayment Assumption or at any other rate and Certificateholders should
bear in mind that the use of a representative initial offering price will mean
that such information returns or reports, even if otherwise accepted as
accurate by the IRS, will in any event be accurate only as to the initial
Certificateholders of each series who bought at that price. Prospective
purchasers of the Grantor Trust Strip Certificates should consult their tax
advisors regarding the use of the Prepayment Assumption.
It is unclear under what circumstances, if any, the prepayment of a
Mortgage Loan will give rise to a loss to the holder of a Grantor Trust Strip
Certificate. If a Grantor Trust Strip Certificate is treated as a single
instrument (rather than an interest in discrete mortgage loans) and the effect
of prepayments is taken into account in computing yield with respect to such
Grantor Trust Strip Certificate, it appears that no loss may be available as a
result of any particular prepayment unless prepayments occur at a rate faster
than the Prepayment Assumption. However, if a Grantor Trust Strip Certificate
is treated as an interest in discrete Mortgage Loans, or if the Prepayment
Assumption is not used, then when a Mortgage Loan is prepaid, the holder of a
Grantor Trust Strip Certificate should be able to recognize a loss equal to the
portion of the adjusted issue price of the Grantor Trust Strip Certificate that
is allocable to such Mortgage Loan.
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Possible Application of Proposed Contingent Payment Rules. The coupon
stripping rules' general treatment of stripped coupons is to regard them as
newly issued debt instruments in the hands of each purchaser. To the extent
that payments on the Grantor Trust Strip Certificates would cease if the
Mortgage Loans were prepaid in full, the Grantor Trust Strip Certificates could
be considered to be debt instruments providing for contingent payments. Under
the OID Regulations, debt instruments providing for contingent payments are not
subject to the same rules as debt instruments providing for noncontingent
payments. Treasury regulations were promulgated on June 11, 1996 regarding
contingent payment debt instruments, but it appears that the Grantor Trust
Strip Certificates, due to their similarity to other mortgage-backed securities
(such as REMIC regular interests) that are expressly exempted from the
application of such proposed regulations, may be excepted from such proposed
regulations. Like the OID Regulations, such proposed regulations do not
specifically address securities, such as the Grantor Trust Strip Certificates,
that are subject to the stripped bond rules of Section 1286 of the Code.
If the contingent payment rules under the proposed regulations were to
apply, the holder of a Grantor Trust Strip Certificate would be required to
apply the "noncontingent bond method." Under the "noncontingent bond method,"
the issuer of a Grantor Trust Strip Certificate determines a projected payment
schedule on which interest will accrue. Holders of Grantor Trust Strip
Certificates are bound by the issuer's projected payment schedule. The
projected payment schedule consists of all noncontingent payments and a
projected amount for each contingent payment based on the "comparable yield"
(as described below) of the Grantor Trust Strip Certificate. The projected
amount of each payment is determined so that the payment schedule reflects the
"comparable yield." The projected amount of each payment must reasonably
reflect the relative expected values of the payments to be received by the
holders of a Grantor Trust Strip Certificate in the manner prescribed by the
regulations. The "comparable yield" referred to above is generally the yield at
which the issuer would issue a fixed rate debt instrument with terms and
conditions similar to those of the Grantor Trust Strip Certificates, including
the level of subordination, term, timing of payments and general market
conditions. The holder of a Grantor Trust Strip Certificate would be required
to include as interest income in each month the adjusted issue price of the
Grantor Trust Strip Certificate at the beginning of the period multiplied by
the projected yield.
Assuming that a prepayment assumption were used, if the proposed
regulations or their principles were applied to Grantor Trust Strip
Certificates, the amount of income reported with respect thereto would be
substantially similar to that described under "Taxation of Owners of Grantor
Trust Strip Certificates."
Certificateholders should consult their tax advisors concerning the
possible application of the contingent payment rules to the Grantor Trust Strip
Certificates.
Sales of Grantor Trust Certificates. Any gain or loss, equal to the
difference between the amount realized on the sale or exchange of a Grantor
Trust Certificate and its adjusted basis, recognized on such sale or exchange
of a Grantor Trust Certificate by an investor who holds such Grantor Trust
Certificate as a capital asset, will be capital gain or loss, except to the
extent of accrued and unrecognized market discount, which will be treated as
ordinary income, and (in the case of banks and other financial institutions)
except as provided under Section 582(c) of the Code. The adjusted basis of a
Grantor Trust Certificate generally will equal its cost, increased by any
income reported by the seller (including original issue discount and market
discount income) and reduced (but not below zero) by any previously reported
losses, any amortized premium and by any distributions with respect to such
Grantor Trust Certificate. The Code as of the date of this Prospectus provides
a top marginal tax rate of 39.6% for individuals and a maximum marginal rate
for long-term capital gains of individuals of 28%. No such rate differential
exists for corporations. In addition, the distinction between a capital gain or
loss and ordinary income or loss remains relevant for other purposes.
Gain or loss from the sale of a Grantor Trust Certificate may be partially
or wholly ordinary and not capital in certain circumstances. Gain attributable
to accrued and unrecognized market discount will be treated as ordinary income,
as will gain or loss recognized by banks and other financial institutions
subject to Section 582(c) of the Code. Furthermore, a portion of any gain that
might otherwise be capital gain may be treated as ordinary income to the extent
that the Grantor Trust Certificate is held as part of
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a "conversion transaction" within the meaning of Section 1258 of the Code. A
conversion transaction generally is one in which the taxpayer has taken two or
more positions in the same or similar property that reduce or eliminate market
risk, if substantially all of the taxpayer's return is attributable to the time
value of the taxpayer's net investment in such transaction. The amount of gain
realized in a conversion transaction that is recharacterized as ordinary income
generally will not exceed the amount of interest that would have accrued on the
taxpayer's net investment at 120% of the appropriate "applicable Federal rate"
(which rate is computed and published monthly by the IRS) at the time the
taxpayer enters into the conversion transaction, subject to appropriate
reduction for prior inclusion of interest and other ordinary income items from
the transaction.
Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include such net
capital gain in total net investment income for that taxable year, for purposes
of the rule that limits the deduction of interest on indebtedness incurred to
purchase or carry property held for investment to a taxpayer's net investment
income.
Grantor Trust Reporting. Unless otherwise provided in the related
Prospectus Supplement, the Trustee or Master Servicer, as applicable, will
furnish to each holder of a Grantor Trust Certificate with each distribution a
statement setting forth the amount of such distribution allocable to principal
on the underlying Mortgage Loans and to interest thereon at the related
Pass-Through Rate. In addition, the Trustee or Master Servicer, as applicable,
will furnish, within a reasonable time after the end of each calendar year, to
each holder of a Grantor Trust Certificate who was such a holder at any time
during such year, information regarding the amount of servicing compensation
received by the Master Servicer, the Special Servicer or any Sub-Servicer, and
such other customary factual information as the Depositor or the reporting
party deems necessary or desirable to enable holders of Grantor Trust
Certificates to prepare their tax returns and will furnish comparable
information to the IRS as and when required by law to do so. Because the rules
for accruing discount and amortizing premium with respect to the Grantor Trust
Certificates are uncertain in various respects, there is no assurance the IRS
will agree with the Trustee's or Master Servicer's, as the case may be,
information reports of such items of income and expense. Moreover, such
information reports, even if otherwise accepted as accurate by the IRS, will in
any event be accurate only as to the initial Certificateholders that bought
their Certificates at the representative initial offering price used in
preparing such reports.
Backup Withholding. In general, the rules described in "--REMICs--Backup
Withholding with Respect to REMIC Certificates" will also apply to Grantor
Trust Certificates.
Foreign Investors. In general, the discussion with respect to REMIC
Regular Certificates in "--REMICs--Foreign Investors in REMIC Certificates"
applies to Grantor Trust Certificates except that Grantor Trust Certificates
will, unless otherwise disclosed in the related Prospectus Supplement, be
eligible for exemption from U.S. withholding tax, subject to the conditions
described in such discussion, only to the extent the related Mortgage Loans
were originated after July 18, 1984.
To the extent that interest on a Grantor Trust Certificate would be exempt
under Sections 871(h)(1) and 881(c) of the Code from United States withholding
tax, and the Grantor Trust Certificate is not held in connection with a
Certificateholder's trade or business in the United States, such Grantor Trust
Certificate will not be subject to United States estate taxes in the estate of
a non-resident alien individual.
STATE AND OTHER TAX CONSEQUENCES
In addition to the federal income tax consequences described in "Certain
Federal Income Tax Consequences," potential investors should consider the state
and local tax consequences of the acquisition, ownership, and disposition of
the Offered Certificates. State tax law may differ substantially from the
corresponding federal law, and the discussion above does not purport to
describe any aspect of the income tax laws of any state or other jurisdiction.
Therefore, potential investors should consult their tax advisors with respect
to the various tax consequences of investments in the Offered Certificates.
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ERISA CONSIDERATIONS
GENERAL
ERISA and the Code impose certain requirements on employee benefit plans
and on certain other retirement plans and arrangements, including individual
retirement accounts and annuities, Keogh plans and collective investment funds
and separate accounts (and, as applicable, insurance company general accounts)
in which such plans, accounts or arrangements are invested that are subject to
the fiduciary responsibility provisions of ERISA and/or Section 4975 of the
Code ("Plans") and on persons who are fiduciaries with respect to such Plans in
connection with the investment of Plan assets. Certain employee benefit plans,
such as governmental plans (as defined in ERISA Section 3(32)), and, if no
election has been made under Section 410(d) of the Code, church plans (as
defined in Section 3(33) of ERISA) are not subject to ERISA requirements.
Accordingly, assets of such plans may be invested in Offered Certificates
without regard to the ERISA considerations described below, subject to the
provisions of other applicable federal and state law. Any such plan which is
qualified and exempt from taxation under Sections 401(a) and 501(a) of the
Code, however, is subject to the prohibited transaction rules set forth in
Section 503 of the Code.
ERISA generally imposes on Plan fiduciaries certain general fiduciary
requirements, including those of investment prudence and diversification and
the requirement that a Plan's investments be made in accordance with the
documents governing the Plan. In addition, Section 406 of ERISA and Section
4975 of the Code prohibit a broad range of transactions involving assets of a
Plan and persons ("Parties in Interest") who have certain specified
relationships to the Plan, unless a statutory or administrative exemption is
available. Unless an exemption is available, a Plan's purchase or holding of a
Certificate may constitute or result in a prohibited transaction if any of the
Depositor, the Trustee, the Master Servicer, the Manager, the Special Servicer
or a Sub-Servicer is a Party in Interest with respect to that Plan. Certain
Parties in Interest that participate in a prohibited transaction may be subject
to an excise tax imposed pursuant to Section 4975 of the Code or a penalty
imposed pursuant to Section 502(i) of ERISA, unless a statutory or
administrative exemption is available. These prohibited transactions generally
are set forth in Section 406 of ERISA and Section 4975 of the Code.
PLAN ASSET REGULATIONS
A Plan's investment in Offered Certificates may cause the underlying
Mortgage Loans, MBS and other assets included in a related Trust Fund to be
deemed assets of such Plan. A regulation of the United States Department of
Labor ("DOL") at 29 C.F.R. Section 2510.3-101 provides that when a Plan
acquires an equity interest in an entity, the Plan's assets include both such
equity interest and an undivided interest in each of the underlying assets of
the entity, unless certain exceptions not applicable here apply, or unless the
equity participation in the entity by "benefit plan investors" (i.e., Plans and
certain employee benefit plans not subject to ERISA) is not "significant," both
as defined therein. Equity participation in a Trust Fund will be significant on
any date if immediately after the most recent acquisition of any Certificate,
25% or more of any class of Certificates is held by benefit plan investors.
Any person who has discretionary authority or control respecting the
management or disposition of Plan assets, and any person who provides
investment advice with respect to such assets for a fee, is a fiduciary of the
investing Plan. If the Mortgage Loans, MBS and other assets included in a Trust
Fund constitute Plan assets, then any party exercising management or
discretionary control regarding those assets, such as the Master Servicer, the
Special Servicer, any Sub-Servicer, the Manager, the Trustee, the obligor under
any credit enhancement mechanism, or certain affiliates thereof may be deemed
to be a Plan "fiduciary" and thus subject to the fiduciary responsibility
provisions of ERISA and the prohibited transaction provisions of ERISA and
Section 4975 of the Code with respect to the investing Plan. In addition, if
the Mortgage Loans, MBS and other assets included in a Trust Fund constitute
Plan assets, the purchase of Certificates by, on behalf of or with assets of a
Plan, as well as the operation of the Trust Fund, may constitute or involve a
prohibited transaction under ERISA or the Code.
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PROHIBITED TRANSACTION EXEMPTION
On March 29, 1994, the DOL issued an individual exemption (the
"Exemption"), to certain of the Depositor's affiliates, which generally exempts
from the application of the prohibited transaction provisions of Section 406 of
ERISA, and the excise taxes imposed on such prohibited transactions pursuant to
Sections 4975(a) and (b) of the Code, certain transactions, among others,
relating to the servicing and operation of mortgage pools and the purchase,
sale and holding of mortgage pass-through certificates issued by a trust as to
which (i) the Depositor is the sponsor if any entity which has received from
the DOL an individual prohibited transaction exemption which is similar to the
Exemption is the sole underwriter, or manager or co-manager of the underwriting
syndicate or a seller or placement agent, or (ii) the Depositor or an affiliate
is the Underwriter (as hereinafter defined), provided that certain conditions
set forth in the Exemption are satisfied. For purposes of this Section "ERISA
Considerations," the term "Underwriter" shall include (a) the Depositor and
certain of its affiliates, (b) any person directly or indirectly, through one
or more intermediaries, controlling, controlled by or under common control with
the Depositor and certain of its affiliates, (c) any member of the underwriting
syndicate or selling group of which a person described in (a) or (b) is a
manager or co-manager with respect to a class of Certificates, or (d) any
entity which has received an exemption from the DOL relating to Certificates
which is similar to the Exemption.
The Exemption sets forth six general conditions which must be satisfied
for a transaction involving the purchase, sale and holding of Offered
Certificates to be eligible for exemptive relief thereunder. First, the
acquisition of Offered Certificates by or with assets of a Plan must be on
terms that are at least as favorable to the Plan as they would be in an
arm's-length transaction with an unrelated party. Second, the Exemption only
applies to Offered Certificates evidencing rights and interests that are not
subordinated to the rights and interests evidenced by the other Certificates of
the same trust. Third, the Offered Certificates at the time of acquisition by
or with assets of a Plan must be rated in one of the three highest generic
rating categories by Standard & Poor's Ratings Services, Moody's Investors
Service, Inc., Duff & Phelps Credit Rating Co. or Fitch IBCA, Inc. Fourth, the
Trustee cannot be an affiliate of any member of the "Restricted Group" which
consists of any Underwriter, the Depositor, the Master Servicer, any Special
Servicer, any Sub-Servicer, any obligor under any credit enhancement mechanism,
any Manager and any mortgagor with respect to Trust Assets constituting more
than 5% of the aggregate unamortized principal balance of the Trust Assets in
the related Trust Fund as of the date of initial issuance of the Certificates.
Fifth, the sum of all payments made to and retained by the Underwriters must
represent not more than reasonable compensation for underwriting the
Certificates; the sum of all payments made to and retained by the Depositor
pursuant to the assignment of the Trust Assets to the related Trust Fund must
represent not more than the fair market value of such obligations; and the sum
of all payments made to and retained by the Master Servicer, any Special
Servicer, any Sub-Servicer and any Manager must represent not more than
reasonable compensation for such person's services under the related Pooling
and Servicing Agreement and reimbursement of such person's reasonable expenses
in connection therewith. Sixth, the Exemption states that the investing Plan or
Plan asset investor must be an accredited investor as defined in Rule 501(a)(1)
of Regulation D of the Securities and Exchange Commission under the Securities
Act of 1933, as amended.
The Exemption also requires that each Trust Fund meet the following
requirements: (i) the Trust Fund must consist solely of assets of the type that
have been included in other investment pools; (ii) certificates in such other
investment pools must have been rated in one of the three highest categories of
one of the rating agencies specified above for at least one year prior to the
acquisition of Certificates by or with assets of a Plan; and (iii) certificates
in such other investment pools must have been purchased by investors other than
Plans for at least one year prior to any acquisition of Certificates by or with
assets of a Plan.
It is not clear whether certain Certificates that may be offered hereunder
would constitute "certificates" for purposes of the Exemption, including but
not limited to, (i) Certificates evidencing an interest in certificates insured
or guaranteed by FAMC, (ii) Certificates evidencing an interest in Mortgage
Loans secured by liens on real estate projects under construction, (iii)
Certificates evidencing an interest in a Trust Fund including equity
participations, (iv) Certificates evidencing an interest in a Trust Fund
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including Cash Flow Agreements, or (v) subordinated Classes of Certificates
(collectively, "Non-Exempt Certificates"). In promulgating the Exemption, the
DOL did not have under consideration interests in pools of the exact nature
described in this paragraph and accordingly, unless otherwise provided in the
related Prospectus Supplement, Plans and persons investing assets of Plans
should not purchase Non-Exempt Certificates based solely upon the Exemption.
A fiduciary or other investor of Plan assets contemplating purchasing an
Offered Certificate must make its own determination that the general conditions
set forth above will be satisfied with respect to such Certificate.
If the general conditions of the Exemption are satisfied, the Exemption
may provide an exemption from the restrictions imposed by Sections 406(a) and
407 of ERISA, and the excise taxes imposed by Sections 4975(a) and (b) of the
Code by reason of Sections 4975(c)(1)(A) through (D) of the Code, in connection
with the direct or indirect sale, exchange, transfer, holding or the direct or
indirect acquisition or disposition in the secondary market of Offered
Certificates by or with assets of a Plan. However, no exemption is provided
from the restrictions of Sections 406(a)(1)(E) and 406(a)(2) of ERISA for the
acquisition or holding of an Offered Certificate on behalf of an "Excluded
Plan" by any person who has discretionary authority or renders investment
advice with respect to assets of such Excluded Plan. For purposes of the
Certificates, an Excluded Plan is a Plan sponsored by any member of the
Restricted Group.
If certain specific conditions of the Exemption are also satisfied, the
Exemption may provide an exemption from the restrictions imposed by Sections
406(b)(1) and (b)(2) of ERISA, and the taxes imposed by Sections 4975(a) and
(b) of the Code by reason of Section 4975(c)(1)(E) of the Code, in connection
with (1) the direct or indirect sale, exchange or transfer of Certificates in
the initial issuance of Certificates between the Depositor or an Underwriter
and a Plan when the person who has discretionary authority or renders
investment advice with respect to the investment of the relevant Plan assets in
the Certificates is (a) a mortgagor with respect to 5% or less of the fair
market value of the Trust Assets or (b) an affiliate of such a person, (2) the
direct or indirect acquisition or disposition in the secondary market of
Certificates by or with assets of a Plan and (3) the holding of Certificates by
or with assets of a Plan.
Further, if certain specific conditions of the Exemption are satisfied,
the Exemption may provide an exemption from the restrictions imposed by
Sections 406(a), 406(b) and 407 of ERISA, and the taxes imposed by Sections
4975(a) and (b) of the Code by reason of Section 4975(c) of the Code, for
transactions in connection with the servicing, management and operation of the
pools of Mortgage Assets. The Depositor expects that the specific conditions of
the Exemption required for this purpose will be satisfied with respect to the
Certificates so that the Exemption would provide an exemption from the
restrictions imposed by Sections 406(a) and (b) of ERISA, the excise taxes
imposed by Sections 4975(a) and (b) of the Code by reason of Section 4975(c) of
the Code), for transactions in connection with the servicing, management and
operation of the pools of Mortgage Assets, provided that the general conditions
of the Exemption are satisfied.
The Exemption also may provide an exemption from the restrictions imposed
by Sections 406(a) and 407(a) of ERISA, and the taxes imposed by Sections
4975(a) and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of
the Code, if such restrictions are deemed to otherwise apply merely because a
person is deemed to be a "party in interest" (within the meaning of Section
3(14) of ERISA) or a "disqualified person" (within the meaning of Section
4975(e)(2) of the Code) with respect to an investing Plan by virtue of
providing services to the Plan (or by virtue of having certain specified
relationships to such a person) solely as a result of the Plan's ownership of
Certificates.
Before purchasing an Offered Certificate, a fiduciary or other investor of
Plan assets should itself confirm (a) that the Certificates constitute
"certificates" for purposes of the Exemption and (b) that the specific and
general conditions set forth in the Exemption and the other requirements set
forth in the Exemption would be satisfied. In addition to making its own
determination as to the availability of the exemptive relief provided in the
Exemption, the fiduciary or other Plan investor should consider its general
fiduciary obligations under ERISA in determining whether to purchase any
Offered Certificates
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with assets of a Plan. Such fiduciary or other Plan investor should consider
the availability of other class exemptions granted by the DOL, which provide
relief from certain of the prohibited transaction provisions of ERISA and the
related excise tax provisions of Section 4975 of the Code, including Sections I
and III of Prohibited Transaction Class Exemption ("PTCE") 95-60, regarding
transactions by insurance company general accounts. The Prospectus Supplement
with respect to a series of Certificates may contain additional information
regarding the application of the Exemption, PTCE 95-60 or any other DOL
exemption, with respect to the Certificates offered thereby.
Any fiduciary or other Plan investor that proposes to purchase Offered
Certificates on behalf of or with assets of a Plan should consult with its
counsel with respect to the potential applicability of ERISA and the Code to
such investment and the availability of the Exemption or any other prohibited
transaction exemption in connection therewith. There can be no assurance that
any of these exemptions will apply with respect to any particular Plan's or
other Plan asset investor's investment in the Certificates or, even if an
exemption were deemed to apply, that any exemption would apply to all
prohibited transactions that may occur in connection with such an investment.
INSURANCE COMPANY GENERAL ACCOUNTS
In addition to any exemption that may be available under PTCE 95-60 for
the purchase and holding of the Certificates by an insurance company general
account, the Small Business Job Protection Act of 1996 added a new Section
401(c) to ERISA, which provides certain exemptive relief from the provisions of
Part 4 of Title I of ERISA and Section 4975 of the Code, including the
prohibited transaction restrictions imposed by ERISA and the related excise
taxes imposed by Section 4975 of the Code, for transactions involving an
insurance company general account. Pursuant to Section 401(c) of ERISA, the DOL
is required to issue final regulations (the "401(c) Regulations") no later than
December 31, 1997 which are to provide guidance for the purpose of determining,
in cases where insurance policies and annuity contracts supported by an
insurer's general account are issued to or for the benefit of a Plan on or
before December 31, 1998, which general account assets constitute Plan assets.
Section 401(c) of ERISA generally provides that, until the date which is 18
months after the 401(c) Regulations become final, no person shall be subject to
liability under Part 4 of Title I of ERISA and Section 4975 of the Code on the
basis of a claim that the assets of an insurance company general account
constitute Plan assets, unless (I) as otherwise provided by the Secretary of
labor in the 401(c) Regulations to prevent avoidance of the regulations or (ii)
an action is brought by the Secretary of labor for certain breaches of
fiduciary duty which would also constitute a violation of federal or state
criminal law. Any assets of an insurance company general account which support
insurance policies or annuity contracts issued to a Plan after December 31,
1998 or issued to Plans on or before December 31, 1998 for which the insurance
company does not comply with the 401(c) Regulations may be treated as Plan
assets. In addition, because Section 401(c) does not relate to insurance
company accounts, separate account assets are still treated as Plan assets of
any Plan invested in such separate account. Insurance companies contemplating
the investment of general account assets in the Certificates should consult
with their legal counsel with respect to the applicability of Sections I and
III of PTCE 95-60 and Section 401(c) of ERISA, including the general account's
ability to continue to hold the Certificates after the date which is 18 months
after the date the 401(c) Regulations become final.
REPRESENTATION FROM INVESTING PLANS
It is not clear whether the exemptive relief afforded by the Exemption
will be applicable to the purchase, sale or holding of any class of Non-Exempt
Certificates. To the extent that Offered Certificates are Non-Exempt
Certificates, transfers of such Certificates to a Plan, to a trustee or other
person acting on behalf of any Plan, or to any other person using Plan assets
to effect such acquisition will not be registered by the Trustee unless the
transferee provides the Depositor, the Trustee and the Master Servicer with an
opinion of counsel satisfactory to the Depositor, the Trustee and the Master
Servicer, which opinion will not be at the expense of the Depositor, the
Trustee or the Master Servicer, that the purchase of such Certificates by or on
behalf of, or with asset of, any Plan is permissible under applicable law, will
not constitute or result in any non-exempt prohibited transaction under ERISA
or Section 4975
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of the Code and will not subject the Depositor, the Trustee or the Master
Servicer to any obligation in addition to those undertaken in the Pooling and
Servicing Agreement. In lieu of such opinion of counsel, the prospective
transferee of any class of Non-Exempt Certificates may provide a certification
of facts substantially to the effect that the purchase of such Certificates by
or on behalf of, or with asset of, any Plan is permissible under applicable
law, will not constitute or result in a non-exempt prohibited transaction under
ERISA or Section 4975 of the Code, will not subject the Depositor, the Trustee
or the Master Servicer to any obligation in addition to those undertaken in the
Pooling and Servicing Agreement, and the following conditions are met: (a) the
source of funds used to purchase such Certificates is an "insurance company
general account" (as such term is defined in PTCE 95-60 and (b) the conditions
set forth in Sections I and III of PTCE 95-60 have been satisfied as of the
date of the acquisition of such Certificates.
TAX EXEMPT INVESTORS
A Plan that is exempt from federal income taxation pursuant to Section 501
of the Code (a "Tax Exempt Investor") nonetheless will be subject to federal
income taxation to the extent that its income is "unrelated business taxable
income" ("UBTI") within the meaning of Section 512 of the Code. All "excess
inclusions" of a REMIC allocated to a REMIC Residual Certificate held by a
Tax-Exempt Investor will be considered UBTI and thus will be subject to federal
income tax. See "Certain Federal Income Tax Consequences--Taxation of Owners of
REMIC Residual Certificates--Excess Inclusions."
Such fiduciary or other Plan investor should consider the availability of
other class exemptions granted by the DOL, which provide relief from certain of
the prohibited transaction provisions of ERISA and the related excise tax
provisions of Section 4975 of the Code, including Sections I and III of
Prohibited Transaction Class Exemption ("PTCE") 95-60, regarding transactions
by insurance company general accounts. The Prospectus Supplement with respect
to a series of Certificates may contain additional information regarding the
application of the Exemption, PTCE 95-60 or any other DOL exemption, with
respect to the Certificates offered thereby.
LEGAL INVESTMENT
If so specified in the related Prospectus Supplement, the Offered
Certificates will constitute "mortgage related securities" for purposes of
SMMEA. Accordingly, investors whose investment authority is subject to legal
restrictions should consult their legal advisors to determine whether and to
what extent the Offered Certificates constitute legal investments for them.
Generally, only classes of Offered Certificates that (i) are rated in one
of the two highest rating categories by one or more Rating Agencies and (ii)
are part of a series evidencing interests in a Trust Fund consisting of loans
secured by a single parcel of real estate upon which is located a dwelling or
mixed residential and commercial structure, such as certain Multifamily Loans,
and originated by types of Originators specified in SMMEA, will be "mortgage
related securities" for purposes of SMMEA. "Mortgage related securities" are
legal investments to the same extent that, under applicable law, obligations
issued by or guaranteed as to principal and interest by the United States or
any agency or instrumentality thereof constitute legal investments for persons,
trusts, corporations, partnerships, associations, business trusts and business
entities (including depository institutions, insurance companies and pension
funds created pursuant to or existing under the laws of the United States or of
any state, the authorized investments of which are subject to state
regulation). Under SMMEA, if a state enacted legislation prior to October 3,
1991 that specifically limits the legal investment authority of any such
entities with respect to "mortgage related securities", Offered Certificates
would constitute legal investments for entities subject to such legislation
only to the extent provided in such legislation.
SMMEA also amended the legal investment authority of federally chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal with "mortgage
related securities" without limitation as to the percentage of their assets
represented thereby, federal credit unions may invest in such securities, and
national banks may purchase such securities for their own account without
regard to the limitations generally applicable to
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investment securities set forth in 12 U.S.C. 24 (Seventh), subject in each case
to such regulations as the applicable federal regulatory authority may
prescribe.
Upon the issuance of final implementing regulations under the Riegle
Community Development and Regulatory Improvement Act of 1994 and subject to any
limitations such regulations may impose, a modification of the definition of
"mortgage related securities" will become effective to expand the types of
loans to which such securities may relate to include loans secured by "one or
more parcels of real estate upon which is located one or more commercial
structures". In addition, the related legislative history states that this
expanded definition includes multifamily residential loans secured by more than
one parcel of real estate upon which is located more than one structure. Until
September 23, 2001 any state may enact legislation limiting the extent to which
"mortgage related securities" under this expanded definition would constitute
legal investments under that state's laws.
The Federal Financial Institutions Examination Council has issued a
supervisory policy statement (the "Policy Statement") applicable to all
depository institutions, setting forth guidelines for and significant
restrictions on investments in "high-risk mortgage securities". The Policy
Statement has been adopted by the Federal Reserve Board, the Office of the
Comptroller of the Currency, the FDIC and the OTS. The Policy Statement
generally indicates that a mortgage derivative product will be deemed to be
high risk if it exhibits greater price volatility than a standard fixed rate
thirty-year mortgage security. According to the Policy Statement, prior to
purchase, a depository institution will be required to determine whether a
mortgage derivative product that it is considering acquiring is high-risk, and
if so that the proposed acquisition would reduce the institution's overall
interest rate risk. Reliance on analysis and documentation obtained from a
securities dealer or other outside party without internal analysis by the
institution would be unacceptable. There can be no assurance as to which
classes of Certificates, including Offered Certificates, will be treated as
high-risk under the Policy Statement.
The predecessor to the Office of Thrift Supervision (the "OTS") issued a
bulletin, entitled, "Mortgage Derivative Products and Mortgage Swaps", which is
applicable to thrift institutions regulated by the OTS. The bulletin
established guidelines for the investment by savings institutions in certain
"high-risk" mortgage derivative securities and limitations on the use of such
securities by insolvent, undercapitalized or otherwise "troubled" institutions.
According to the bulletin, such "high-risk" mortgage derivative securities
include securities having certain specified characteristics, which may include
certain classes of Offered Certificates. In addition, the National Credit Union
Administration has issued regulations governing federal credit union
investments which prohibit investment in certain specified types of securities,
which may include certain classes of Offered Certificates. Similar policy
statements have been issued by regulators having jurisdiction over other types
of depository institutions.
There may be other restrictions on the ability of certain investors either
to purchase certain classes of Offered Certificates or to purchase any class of
Offered Certificates representing more than a specified percentage of the
investor's assets. The Depositor will make no representations as to the proper
characterization of any class of Offered Certificates for legal investment or
other purposes, or as to the ability of particular investors to purchase any
class of Offered Certificates under applicable legal investment restrictions.
These uncertainties may adversely affect the liquidity of any class of Offered
Certificates. Accordingly, all investors whose investment activities are
subject to legal investment laws and regulations, regulatory capital
requirements or review by regulatory authorities should consult with their
legal advisors in determining whether and to what extent the Offered
Certificates of any class constitute legal investments or are subject to
investment, capital or other restrictions.
USE OF PROCEEDS
The net proceeds to be received from the sale of the Certificates of any
series will be applied by the Depositor to the purchase of Trust Assets or will
be used by the Depositor for general corporate purposes. The Depositor expects
to sell the Certificates from time to time, but the timing and amount of
offerings of Certificates will depend on a number of factors, including the
volume of Mortgage Assets acquired by the Depositor, prevailing interest rates,
availability of funds and general market conditions.
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<PAGE>
METHOD OF DISTRIBUTION
The Certificates offered hereby and by the related Prospectus Supplements
will be offered in series through one or more of the methods described below.
The Prospectus Supplement prepared for each series will describe the method of
offering being utilized for that series and will state the net proceeds to the
Depositor from such sale.
The Depositor intends that Offered Certificates will be offered through
the following methods from time to time and that offerings may be made
concurrently through more than one of these methods or that an offering of the
Offered Certificates of a particular series may be made through a combination
of two or more of these methods. Such methods are as follows:
1. By negotiated firm commitment or best efforts underwriting and public
re-offering by underwriters;
2. By placements by the Depositor with institutional investors through
dealers; and
3. By direct placements by the Depositor with institutional investors.
In addition, if specified in the related Prospectus Supplement, the
Offered Certificates of a series may be offered in whole or in part to the
seller of the related Mortgage Assets that would comprise the Trust Fund for
such Certificates.
If underwriters are used in a sale of any Offered Certificates (other than
in connection with an underwriting on a best efforts basis), such Certificates
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at fixed public offering prices or at varying prices to be
determined at the time of sale or at the time of commitment therefor. Such
underwriters may be broker-dealers affiliated with the Depositor whose
identities and relationships to the Depositor will be as set forth in the
related Prospectus Supplement. The Depositor or the underwriters may sell
certain of the Certificates to affiliates of the Depositor. In any such case,
the related Prospectus Supplement will identify any such affiliate and the
method or methods by which such affiliate may resell such Certificates. The
managing underwriter or underwriters with respect to the offer and sale of
Offered Certificates of a particular series will be set forth on the cover of
the Prospectus Supplement relating to such series and the members of the
underwriting syndicate, if any, will be named in such Prospectus Supplement.
In connection with the sale of Offered Certificates, underwriters may
receive compensation from the Depositor or from purchasers of the Offered
Certificates in the form of discounts, concessions or commissions. Underwriters
and dealers participating in the distribution of the Offered Certificates may
be deemed to be underwriters in connection with such Certificates, and any
discounts or commissions received by them from the Depositor and any profit on
the resale of Offered Certificates by them may be deemed to be underwriting
discounts and commissions under the Securities Act of 1933, as amended.
It is anticipated that the underwriting agreement pertaining to the sale
of the Offered Certificates of any series will provide that the obligations of
the underwriters will be subject to certain conditions precedent, that the
underwriters will be obligated to purchase all such Certificates if any are
purchased (other than in connection with an underwriting on a best efforts
basis) and that, in limited circumstances, the Depositor will indemnify the
several underwriters and the underwriters will indemnify the Depositor against
certain civil liabilities, including liabilities under the Securities Act of
1933, as amended, or will contribute to payments required to be made in respect
thereof.
The Prospectus Supplement with respect to any series offered by placements
through dealers will contain information regarding the nature of such offering
and any agreements to be entered into between the Depositor and purchasers of
Offered Certificates of such series.
The Depositor anticipates that the Certificates offered hereby will be
sold primarily to institutional investors. Purchasers of Offered Certificates,
including dealers, may, depending on the facts and circumstances of such
purchases, be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended, in connection with reoffers and sales by them of
Offered Certificates. Holders of Offered Certificates should consult with their
legal advisors in this regard prior to any such reoffer or sale.
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<PAGE>
LEGAL MATTERS
Unless otherwise specified in the related Prospectus Supplement, certain
legal matters in connection with the Certificates of each series, including
certain federal income tax consequences, will be passed upon for the Depositor
by Mayer, Brown & Platt, Chicago, Illinois, Thacher Proffitt & Wood, New York,
New York or Orrick, Herrington & Sutcliffe LLP, New York, New York.
FINANCIAL INFORMATION
A new Trust Fund will be formed with respect to each series of
Certificates, and no Trust Fund will engage in any business activities or have
any assets or obligations prior to the issuance of the related series of
Certificates. Accordingly, no financial statements with respect to any Trust
Fund will be included in this Prospectus or in the related Prospectus
Supplement. The Depositor has determined that its financial statements will not
be material to the offering of any Offered Certificates.
RATING
It is a condition to the issuance of any class of Offered Certificates
that they shall have been rated not lower than investment grade, that is, in
one of the four highest rating categories, by at least one Rating Agency.
Ratings on mortgage pass-through certificates address the likelihood of
receipt by the holders thereof of all collections on the underlying mortgage
assets to which such holders are entitled. These ratings address the
structural, legal and issuer-related aspects associated with such certificates,
the nature of the underlying mortgage assets and the credit quality of the
guarantor, if any. Ratings on mortgage pass-through certificates do not
represent any assessment of the likelihood of principal prepayments by
borrowers or of the degree by which such prepayments might differ from those
originally anticipated. As a result, certificateholders might suffer a lower
than anticipated yield, and, in addition, holders of stripped interest
certificates in extreme cases might fail to recoup their initial investments.
Furthermore, ratings on mortgage pass-through certificates do not address the
price of such certificates or the suitability of such certificates to the
investor.
A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning
rating organization. Each security rating should be evaluated independently of
any other security rating.
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<PAGE>
INDEX OF PRINCIPAL TERMS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
401(c) Regulations ..................................... 84
Accrual Certificates ................................... 8
Accrued Certificate Interest ........................... 26
Act .................................................... 55
Annual Debt Service .................................... 15
ARM Loans .............................................. 17
Available Distribution Amount .......................... 25
Book-Entry Certificates ................................ 25
Cash Flow Agreement .................................... 9
CERCLA ................................................. 54
Certificate Account .................................... 18
Certificate Balance .................................... 7
Certificate Owner ...................................... 31
Certificateholder ...................................... 32
Certificates ........................................... 1
Closing Date ........................................... 60
Code ................................................... 10
Commercial Properties .................................. 14
Commission ............................................. 3
Committee Report ....................................... 59
Companion Class ........................................ 27
Condemnation Proceeds .................................. 38
Contributions Tax ...................................... 69
Controlled Amortization Class .......................... 27
Cooperatives ........................................... 14
CPR .................................................... 22
Credit Support ......................................... 9
Cut-Off Date ........................................... 27
Debt Service Coverage Ratio ............................ 15
Definitive Certificates ................................ 25
Depositor .............................................. 1
Determination Date ..................................... 20
Direct Participants .................................... 31
Distribution Date ...................................... 8
Distribution Date Statement ............................ 29
DOL .................................................... 81
DTC .................................................... 25
Due Dates .............................................. 17
Due Period ............................................. 20
Equity Participation ................................... 17
ERISA .................................................. 10
Excess Funds ........................................... 24
Excluded Plan .......................................... 83
Exemption .............................................. 82
FAMC ................................................... 18
FHLMC .................................................. 18
FNMA ................................................... 18
Garn Act ............................................... 56
GMACCM ................................................. 5
Grantor Trust Fractional Interest Certificate .......... 72
Grantor Trust Strip Certificate ........................ 73
Indirect Participants .................................. 31
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Insurance Proceeds ...................... 38
IRS ..................................... 40
Issue Premium ........................... 65
Letter of Credit Bank ................... 48
Liquidation Proceeds .................... 38
Loan-to-Value Ratio ..................... 16
Lock-Out Date ........................... 17
Lock-Out Period ......................... 17
Manager ................................. 5
Mark-to-Market Regulations .............. 68
Master Servicer ......................... 5
MBS ..................................... 1
MBS Administrator ....................... 5
MBS Agreement ........................... 18
MBS Issuer .............................. 18
MBS Servicer ............................ 18
MBS Trustee ............................. 18
Mortgage Asset Pool ..................... 1
Mortgage Asset Seller ................... 14
Mortgage Assets ......................... 1
Mortgage Notes .......................... 14
Mortgage Rate ........................... 6
Mortgaged Properties .................... 14
Mortgages ............................... 14
Multifamily Properties .................. 14
Net Leases .............................. 16
Non-Exempt Certificates ................. 83
Nonrecoverable Advance .................. 28
Notional Amount ......................... 7
Offered Certificates .................... 1
OID Regulations ......................... 58
Originator .............................. 14
OTS ..................................... 86
Participants ............................ 31
Parties in Interest ..................... 81
Pass-Through Rate ....................... 7
Percentage Interest ..................... 26
Permitted Investments ................... 37
Plans ................................... 81
Policy Statement ........................ 86
Pooling And Servicing Agreement ......... 6
Prepayment Assumption ................... 59
Prepayment Interest Shortfall ........... 20
Prepayment Premium ...................... 17
Prohibited Transactions Tax ............. 69
Prospectus Supplement ................... 1
PTCE .................................... 84
Purchase Price .......................... 34
Rating Agency ........................... 10
RCRA .................................... 55
Record Date ............................. 26
Related Proceeds ........................ 28
Relief Act .............................. 57
REMIC ................................... 2
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
REMIC Certificates ............................... 58
REMIC Provisions ................................. 58
REMIC Regular Certificates ....................... 10
REMIC Regulations ................................ 58
REMIC Residual Certificates ...................... 10
REO Property ..................................... 37
Restricted Group ................................. 82
Senior Certificates .............................. 7
Senior Liens ..................................... 14
Servicer ......................................... 5
SMMEA ............................................ 10
SPA .............................................. 22
Special Servicer ................................. 5
Stripped Interest Certificates ................... 7
Stripped Principal Certificates .................. 7
Subordinate Certificates ......................... 7
Sub-Servicer ..................................... 37
Sub-Servicing Agreement .......................... 37
Tax Exempt Investor .............................. 85
Tiered REMICs .................................... 59
Title V .......................................... 57
Trust Assets ..................................... 3
Trust Fund ....................................... 1
Trustee .......................................... 5
UBTI ............................................. 85
UCC .............................................. 50
Underwriter ...................................... 82
Underwritten Cash Flow ........................... 15
Underwritten Debt Service Coverage Ratio ......... 15
Underwritten DSCR ................................ 15
United States Person ............................. 72
Value ............................................ 16
Warranting Party ................................. 34
</TABLE>
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[THIS PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
"GMAC99C1.xls" is a Microsoft Excel*, Version 5.0 spreadsheet that
provides in electronic format certain information shown in Annex A in the
Prospectus Supplement. In addition, the spreadsheet provides certain
information detailing the changes in the amount of Monthly Payments with regard
to certain Mortgage Loans.
Open the file as you would normally open a spreadsheet in Microsoft Excel.
After the file is opened, a screen will appear requesting a password. Please
"click" the "read only" option. At that point, a securities law legend will be
displayed. READ THE LEGEND CAREFULLY. To view the data, see the worksheets
labeled "Characteristics," "MF Schedule," and "Step" respectively.
*Microsoft Excel is a registered trademark of Microsoft Corporation.
<PAGE>
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No dealer, salesman or other person has been authorized to give any
information or to make any representations not contained in this Prospectus
Supplement and the Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Depositor or by the Underwriters. This Prospectus Supplement and the Prospectus
do not constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby to anyone in any jurisdiction in which the person
making such offer or solicitation is not qualified to do so or to anyone to
whom it is unlawful to make any such offer or solicitation. Neither the
delivery of this Prospectus Supplement and the Prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that
information herein or therein is correct as of any time since the date of this
Prospectus.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Transaction Overview ....................................... S-4
Summary Information ........................................ S-6
Risk Factors ............................................... S-12
Description of the Mortgage Asset Pool ..................... S-30
Servicing of the Mortgage Loans ............................ S-47
Description of the Certificates ............................ S-55
Yield and Maturity Considerations .......................... S-72
Certain Federal Income Tax Consequences .................... S-84
Method of Distribution ..................................... S-86
Legal Matters .............................................. S-87
Ratings .................................................... S-87
Legal Investment ........................................... S-88
ERISA Considerations ....................................... S-88
Index of Significant Definitions ........................... S-90
Annex A -- Certain Characteristics of the Mortgage
Loans ........................................... A-1
Annex B -- Form of Statement to Certificateholders
and Servicer Reports ............................ B-1
Annex C -- Structural and Collateral Term Sheet ............ C-1
Annex D -- Global Clearance, Settlement and Tax
Documentation Procedures ........................ D-1
PROSPECTUS
Prospectus Supplement ...................................... 3
Available Information ...................................... 3
Incorporation of Certain Information by Reference .......... 4
Summary of Prospectus ...................................... 5
Risk Factors ............................................... 11
Description of the Trust Funds ............................. 14
Yield and Maturity Considerations .......................... 19
The Depositor .............................................. 24
GMAC Commercial Mortgage Corporation ....................... 24
Description of the Certificates ............................ 25
The Pooling and Servicing Agreements ....................... 32
Description of Credit Support .............................. 47
Certain Legal Aspects of Mortgage Loans .................... 49
Certain Federal Income Tax Consequences .................... 58
State and Other Tax Consequences ........................... 80
ERISA Considerations ....................................... 81
Legal Investment ........................................... 85
Use of Proceeds ............................................ 86
Method of Distribution ..................................... 87
Legal Matters .............................................. 88
Financial Information ...................................... 88
Rating ..................................................... 88
</TABLE>
<PAGE>
$1,160,865,000
(Approximate)
GMAC COMMERCIAL
MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1999-C1
-----------------------------------------------------
PROSPECTUS SUPPLEMENT
-----------------------------------------------------
GOLDMAN, SACHS & CO.
DEUTSCHE BANK SECURITIES
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
February 2, 1999
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