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ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1,
Issuer,
BANC ONE MORTGAGE CAPITAL MARKETS, LLC,
Master Servicer and Special Servicer
LASALLE NATIONAL BANK,
Indenture Trustee
and
ABN AMRO BANK N.V.,
Fiscal Agent
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SERVICING AGREEMENT
Dated as of February 1, 1999
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COLLATERALIZED MORTGAGE BONDS
SERIES 1999-1
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms..................................................
Section 1.02 Certain Terms..................................................
Section 1.03 General Interpretive Principles................................
ARTICLE II
CERTAIN MATTERS REGARDING THE MORTGAGE LOANS
Section 2.01 Delivery of Mortgage Loan Files
and Related Documents.........................................
Section 2.02 Document Defects and Breaches;
Repurchase....................................................
Section 2.03 Representations and Warranties of
the Issuer, the Master Servicer,
and the Special Servicer;
Assignment of Rights..........................................
Section 2.04 [Reserved.]....................................................
ARTICLE III
GENERAL PROVISIONS APPLICABLE TO SERVICERS
Section 3.01 Contract for Servicing.........................................
Section 3.02 Notices to Mortgagors..........................................
Section 3.03 Primary Servicing and
Subservicing..................................................
Section 3.04 Record Title to Mortgage Loans,
Etc...........................................................
Section 3.05 Release of Documents and
Instruments of Satisfaction...................................
Section 3.06 Access to Certain Documentation
Regarding the Mortgage Loans and
this Servicing Agreement......................................
Section 3.07 Annual Statement as to Compliance..............................
Section 3.08 Annual Independent Public
Accountants' Servicing Report.................................
Section 3.09 Merger or Consolidation of any
Servicer......................................................
Section 3.10 Limitation on Liability of the
Servicers and Others..........................................
Section 3.11 Resignation of Servicers.......................................
Section 3.12 Maintenance of Errors and
Omissions and Fidelity Coverage...............................
Section 3.13 Indemnity......................................................
Section 3.14 Information Systems............................................
ARTICLE IV
OBLIGATIONS OF THE MASTER SERVICER
Section 4.01 The Master Servicer............................................
Section 4.02 Collection Account; Collection of
Certain Mortgage Loan Payments................................
Section 4.03 Permitted Withdrawals from the
Collection Account............................................
Section 4.04 Remittances to the Indenture
Trustee.......................................................
Section 4.05 Master Servicer Advances.......................................
Section 4.06 Maintenance of Insurance.......................................
Section 4.07 Enforcement of "Due-on-Sale"
Clauses; Assumption Agreements................................
Section 4.08 Property Inspections...........................................
Section 4.09 Reports of Master Servicer.....................................
Section 4.10 Confirmation of Balloon Payment................................
Section 4.11 Master Servicer Compensation...................................
Section 4.12 Adjustment of Master Servicer's
Compensation..................................................
Section 4.13 Implementation of Operations and
Maintenance Plans.............................................
ARTICLE V
[RESERVED]
ARTICLE VI
OBLIGATIONS OF THE SPECIAL SERVICER
Section 6.01 The Special Servicer...........................................
Section 6.02 Transfer to Special Servicing..................................
Section 6.03 Servicing of Specially Serviced
Mortgage Loans................................................
Section 6.04 Title to REO Property; Management
of REO Property...............................................
Section 6.05 Sale of REO Property and
Specially Serviced Mortgage
Loans.........................................................
Section 6.06 REO Account; Collection of REO
Proceeds......................................................
Section 6.07 Remittances to Master Servicer.................................
Section 6.08 Specially Serviced Mortgage Loan
Status Reports and Other Reports..............................
Section 6.09 Environmental Considerations...................................
Section 6.10 Corrected Mortgage Loans.......................................
Section 6.11 Removal of Special Servicer....................................
Section 6.12 Special Servicer Compensation..................................
Section 6.13 Appraisal Reduction Estimate,
Special Servicer's Appraisal
Reduction Estimate and MAI
Appraisal.....................................................
ARTICLE VII
OBLIGATIONS OF THE INDENTURE TRUSTEE AND
THE FISCAL AGENT; REPORTS
Section 7.01 [Reserved].....................................................
Section 7.02 Distribution of Reports to the
Indenture Trustee and the
Issuer; Advances..............................................
Section 7.03 The Fiscal Agent...............................................
ARTICLE VIII
THE ISSUER
Section 8.01 Liability of the Issuer........................................
Section 8.02 Limitation on Liability of the
Issuer and Others.............................................
ARTICLE IX
DEFAULT
Section 9.01 Events of Default..............................................
Section 9.02 Indenture Trustee to Act;
Appointment of Successor......................................
Section 9.03 Notification to Bondholders....................................
Section 9.04 Waiver of Servicer Events of
Default.......................................................
Section 9.05 Additional Remedies of Indenture
Trustee Upon a Servicer Event of
Default.......................................................
ARTICLE X
RESERVED
ARTICLE XI
MONITORING BONDHOLDER; DIRECTING BONDHOLDER
Section 11.01 Monitoring Bondholders and
Directing Bondholder..........................................
Section 11.02 Powers of Attorney.............................................
ARTICLE XII
TERMINATION
Section 12.01 Termination Upon Liquidation of
All Mortgage Loans............................................
ARTICLE XIII
MISCELLANEOUS PROVISIONS
Section 13.01 Amendment......................................................
Section 13.02 Recordation of the Servicing
Agreement; Counterparts.......................................
Section 13.03 Governing Law..................................................
Section 13.04 Notices........................................................
Section 13.05 Severability of Provisions.....................................
Section 13.06 Successors and Assigns.........................................
Section 13.07 [RESERVED].....................................................
Section 13.08 Notices and Information to Rating
Agencies......................................................
Section 13.09 Successor to a Servicer........................................
Section 13.10 Limitation of Liability........................................
Section 13.11 Article and Section Headings...................................
Section 13.12 Copies of Documents to
Representative................................................
Section 13.13 Third Party Beneficiary........................................
EXHIBITS
ANNEX 1 Defined Terms
EXHIBIT A Mortgage Loan Schedule
EXHIBIT B Request for Release and Receipt of Documents
EXHIBIT C Form of Remittance Report
SERVICING AGREEMENT
This Servicing Agreement, dated and effective as of February
1, 1999, among ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1, a Delaware
business trust, as Issuer, BANC ONE MORTGAGE CAPITAL MARKETS, LLC, a Delaware
limited liability company, as Master Servicer and Special Servicer, LASALLE
NATIONAL BANK, a national banking association, as Indenture Trustee and ABN AMRO
BANK N.V., a Netherlands banking corporation, as Fiscal Agent.
PRELIMINARY STATEMENT
The Issuer is a trust established under the laws of the State
of Delaware by the Depositor pursuant to the Deposit Trust Agreement between the
Depositor and the Owner Trustee. Pursuant to the Deposit Trust Agreement, the
Depositor delivered to, and deposited with the Issuer, certain adjustable rate
and fixed rate multifamily and commercial Mortgage Loans with original terms to
maturity of not more than 360 months, which are more specifically identified on
Exhibit A hereto and which had been acquired by the Depositor from the Mortgage
Loan Seller pursuant to the Mortgage Loan Purchase Agreement.
Pursuant to the Indenture among the Issuer and the Indenture
Trustee, as indenture trustee on behalf of the Bondholders, the Issuer issued
Collateralized Mortgage Bonds, in multiple Classes, secured by a pledge of,
among other things, the Mortgage Loans.
The parties hereto desire to provide for, among other things,
the servicing and administration of the Mortgage Loans for so long as the Bonds
are Outstanding.
In consideration of the mutual agreements herein contained,
the Issuer, the Master Servicer, the Special Servicer, the Indenture Trustee and
the Fiscal Agent agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Servicing Agreement, including in the
first paragraph and in the Preliminary Statement, all capitalized terms not
defined herein shall have the meaning specified in Annex 1 hereto, unless the
context requires otherwise.
Section 1.02 Certain Terms.
[Reserved].
Section 1.03 General Interpretive Principles.
For purposes of this Servicing Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
(a) The terms defined in this Servicing Agreement include the
plural as well as the singular, and the use of any gender herein shall be deemed
to include the other gender;
(b) Accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with GAAP;
(c) References herein to "Articles", "Sections",
"Subsections", "Paragraphs", and other subdivisions without reference to a
document are to designated Articles, Sections, Subsections, Paragraphs and other
subdivisions of this Servicing Agreement;
(d) References to a Subsection without further reference to a
Section is a reference to such subsection as contained in the same Section in
which the reference appears, and this rule shall also apply to Paragraphs and
other subdivisions;
(e) The words "herein", "hereof", "hereunder" and other words
of similar import refer to this Servicing Agreement as a whole and not to any
particular provision;
(f) The term "include" or "including" shall be deemed to be
followed by the phrase "without limitation";
(g) In the computation of periods of time from a specified
date to a later specified date, the word "from" means "from and including" and
the words "to" and "until" each means "to but excluding";
(h) References herein to actions to be taken shall include the
failure to take any action; and
(i) Any action or delivery which is required pursuant to
the terms hereof which falls on a day which is not a Business Day will
be due on the immediately following Business Day.
ARTICLE II
CERTAIN MATTERS REGARDING THE MORTGAGE LOANS
Section 2.01 Delivery of Mortgage Loan Files
and Related Documents.
(a) In connection with the Grant of the Trust Estate by the
Issuer to secure the Bonds, the Issuer is required to deliver to and deposit
with, or cause to be delivered to and deposited with, the Indenture Trustee, on
or before the Closing Date, the Mortgage Loan File for each Mortgage Loan. Also
in connection therewith, the Issuer shall deliver to and deposit with, or cause
to be delivered to and deposited with, the Master Servicer, on or before the
Closing Date: (i) copies of the Indenture and the Mortgage Loan Purchase
Agreement; (ii) copies of the documents comprising the Mortgage Loan File for
each Mortgage Loan; and (iii) all other documents and records in the possession
of the Issuer or the Mortgage Loan Seller that relate to the Mortgage Loans, are
necessary for the servicing of the Mortgage Loans and are not required to be a
part of a Mortgage Loan File in accordance with the definition thereof. The
Master Servicer shall hold all such documents and records delivered to it on
behalf of the Indenture Trustee in trust for the benefit of the Bondholders and,
subject to the lien of the Indenture, the Issuer.
(b) The Indenture Trustee shall deliver to the Master Servicer
within 15 days after the Closing Date each Assignment of Mortgage and assignment
of Assignment of Leases and Rents in favor of the Indenture Trustee delivered to
it as part of a Mortgage Loan File and each UCC-2 and UCC-3 in favor of the
Indenture Trustee delivered to it as part of a Mortgage Loan File, and the
Master Servicer shall, at the Mortgage Loan Seller's expense, as to each
Mortgage Loan, promptly (and in any event within 45 days following the Closing
Date) cause each such document to be submitted for recording or filing, as the
case may be, in the appropriate public office for real property records or UCC
Financing Statements. Each such assignment shall reflect that it should be
returned by the public recording office to the Indenture Trustee following
recording, and each such UCC-2 and UCC-3 shall reflect that the file copy
thereof should be returned to the Indenture Trustee following filing, provided
that in those instances where the public recording office retains the original
Assignment of Mortgage or assignment of Assignment of Leases and Rents, the
Master Servicer shall obtain therefrom a certified copy of the recorded original
and forward it to the Indenture Trustee. If any such document or instrument is
lost or returned unrecorded or unfiled, as the case may be, because of a defect
therein, the Issuer shall promptly prepare or cause to be prepared a substitute
therefor or cure such defect, as the case may be, and thereafter the Master
Servicer shall upon receipt thereof cause the same to be duly recorded or filed,
as appropriate.
Section 2.02 Document Defects and Breaches;
Repurchase.
(a) If any party hereto discovers that any document
constituting a part of a Mortgage Loan File has not been properly executed, is
missing, contains information that does not conform in any respect with the
corresponding information set forth in the Mortgage Loan Schedule (and the terms
of such document have not been modified by written instrument contained in the
Mortgage Loan File), or does not appear to be regular on its face (each, a
"Document Defect"), or if the Mortgage Loan Seller discovers, or the Indenture
Trustee receives written notice from the Issuer, the Master Servicer, the
Special Servicer, the Mortgage Loan Seller, the Depositor, the Fiscal Agent or
any Bondholder, specifying in reasonable detail the existence of a breach of any
representation or warranty of the Mortgage Loan Seller or the Loan Originator,
as applicable, made in the Mortgage Loan Purchase Agreement or the Warranty
Agreement, relating to any Mortgage Loan, (each, a "Breach"), such party shall
give prompt written notice of such Document Defect or Breach to the other
parties hereto.
(b) Promptly upon its discovery or receipt of notice of any
Document Defect or Breach that materially and adversely affects the value of any
Mortgage Loan or the interests of the Issuer and/or the Bondholders therein, the
Master Servicer shall request that the Mortgage Loan Seller or the Loan
Originator, as applicable, not later than 90 days (or such other period as is
provided in the Mortgage Loan Purchase Agreement or the Warranty Agreement, as
applicable) from the receipt by the Mortgage Loan Seller or the Loan Originator,
as applicable, of such request, either (i) cure such Document Defect or Breach
in all material respects or (ii) repurchase the affected Mortgage Loan from the
Issuer at the applicable Purchase Price as, if and to the extent required by the
Mortgage Loan Purchase Agreement or the Warranty Agreement, as applicable;
provided that if (i) such Document Defect or Breach is capable of being cured
but not within such 90-day (or other) period, (ii) the Mortgage Loan Seller or
the Loan Originator, as applicable, has commenced and is diligently proceeding
with the cure of such Document Defect or Breach within such 90-day (or other)
period, and (iii) the Mortgage Loan Seller or the Loan Originator, as
applicable, shall have delivered to the Indenture Trustee and the Master
Servicer a certification executed on behalf of the Mortgage Loan Seller or the
Loan Originator, as applicable, by an officer thereof setting forth the reason
that such Document Defect or Breach is not capable of being cured within an
initial 90-day (or other) period, specifying what actions the Mortgage Loan
Seller or the Loan Originator, as applicable, is pursuing in connection with the
cure thereof and stating that the Mortgage Loan Seller or the Loan Originator,
as applicable, anticipates that such Document Defect or Breach will be cured
within an additional period not to exceed 90 more days, then the Mortgage Loan
Seller or the Loan Originator, as applicable, shall have up to an additional 90
days to complete such cure.
(c) If the affected Mortgage Loan is to be repurchased, the
Master Servicer shall designate the Collection Account as the account to which
funds in the amount of the Purchase Price are to be wired, and the Master
Servicer shall promptly notify the Indenture Trustee (by delivery thereto of an
Officer's Certificate) when such deposit is made. The Indenture Trustee, upon
receipt of an Officers' Certificate from the Master Servicer to the effect that
such deposit has been made, shall release or cause to be released to the
Mortgage Loan Seller or the Loan Originator, as applicable, or its designee, the
related Mortgage Loan File and shall execute and deliver such instruments of
transfer or assignment (in recordable form if recording is appropriate delivered
to it and acceptable to it, in each case without recourse, representation or
warranty), as shall be necessary to vest in the Mortgage Loan Seller or the Loan
Originator, as applicable, or its designee, any Mortgage Loan released pursuant
hereto, including the rights under the Warranty Agreement solely insofar as such
rights relate to the related repurchased Mortgage Loan. In connection with such
repurchase, the Master Servicer, and the Special Servicer, as applicable, shall
release to the Mortgage Loan Seller or the Loan Originator, as applicable, all
documents and records maintained by such Servicer and requested by the Issuer or
the Mortgage Loan Seller or the Loan Originator, as applicable; provided, that
such Servicer may retain copies of such documents and records at its own
expense. The Mortgage Loan Seller or the Loan Originator, as applicable, shall
be responsible for the payment of all reasonable expenses of the Indenture
Trustee and the Servicers incurred in connection with such repurchase. Any such
repurchase of a Mortgage Loan shall be on a whole loan, servicing released
basis, and shall be subject to all applicable terms and conditions set forth in
the Indenture.
(d) If the Mortgage Loan Seller or the Loan Originator
defaults on its obligations to repurchase any Mortgage Loan as contemplated by
this Section 2.02, the Master Servicer shall promptly notify the Indenture
Trustee, the Issuer and the Bondholders and the Master Servicer or Indenture
Trustee shall take such actions with respect to the enforcement of such
repurchase obligations, including, without limitation, the institution and
prosecution of appropriate legal proceedings, as the Master Servicer or
Indenture Trustee, as the case may be, shall determine, in its reasonable good
faith judgment, as are in the best interests of the Bondholders (taken as a
collective whole) and are not inconsistent with the Indenture. Any and all
expenses incurred by the Master Servicer or Indenture Trustee, as the case may
be, with respect to the foregoing shall constitute Property Protection Advances
with respect to the affected Mortgage Loan.
(e) It is understood and agreed that the provisions set forth
in this Section 2.02 shall constitute the sole remedies available to the
Bondholders, or the Indenture Trustee on behalf of the Bondholders, respecting
any Breach or Document Defect. Neither the Mortgage Loan Seller or the Loan
Originator will have any obligation regarding a Breach by the other party of a
representation or warranty made by such other party.
Section 2.03 Representations and Warranties of
the Issuer, the Master Servicer,
and the Special Servicer;
Assignment of Rights.
(a) The Issuer hereby represents, warrants and covenants to
the parties hereto and to the Indenture Trustee, on behalf of the Bondholders,
that as of the Closing Date:
(i) The Issuer is a business trust duly organized, validly
existing and in good standing under the laws of the State of Delaware.
(ii) The execution and delivery of this Servicing Agreement
by the Issuer, and the performance and compliance with the terms of
this Servicing Agreement by the Issuer, will not violate the Deposit
Trust Agreement or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result
in the breach of, any material agreement or other instrument to which
it is a party or which is applicable to it or any of its assets.
(iii) The Issuer has the full power and authority to enter
into and consummate all transactions contemplated by this Servicing
Agreement, the execution, delivery and performance of this Servicing
Agreement by the Issuer has been duly authorized, and the Issuer has
duly executed and delivered this Servicing Agreement.
(iv) This Servicing Agreement, assuming due authorization,
execution and delivery by the Indenture Trustee, the Fiscal Agent, the
Master Servicer and the Special Servicer, constitutes a valid, legal
and binding obligation of the Issuer, enforceable against the Issuer in
accordance with the terms hereof, subject to (A) applicable bankruptcy,
insolvency, reorganization, moratorium and other Laws affecting the
enforcement of creditors' rights generally, and (B) general principles
of equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law.
(v) The Issuer is not in violation of, and its execution
and delivery of this Servicing Agreement and its performance and
compliance with the terms of this Servicing Agreement will not
constitute a violation of, any Law, any order or decree of any court or
arbiter, or any order, regulation or demand of any federal, state or
local governmental or regulatory authority, or any of the provisions of
any indenture, mortgage, contract, instrument or other document to
which such Issuer is a party or by which it is bound, or result in the
creation or imposition of any lien, charge or encumbrance upon any of
its property pursuant to the terms of any such indenture, mortgage,
contract, instrument or other document, which violation, in the
Issuer's good faith and reasonable judgment, is likely to affect
materially and adversely either the ability of the Issuer to perform
its obligations under this Servicing Agreement or the financial
condition of the Issuer.
(vi) No litigation is pending or, to the best of the
Issuer's knowledge, threatened against the Issuer which, if determined
adversely to the Issuer, would prohibit the Issuer from entering into
this Servicing Agreement or, in the Issuer's good faith reasonable
judgment, is likely to materially and adversely affect either the
ability of the Issuer to perform its obligations under this Servicing
Agreement or the financial condition of the Issuer.
(vii) At the time of the grant of a security interest in
the Mortgage Loans from the Issuer to the Indenture Trustee on behalf
of the Bondholders in the Indenture, the Issuer had good title to and
was the sole owner of, each Mortgage Loan, free and clear of any
pledge, lien, encumbrance or security interest and the Mortgage Loans
pledged to the Indenture Trustee on behalf of the Holders of the Bonds
free and clear of any other pledge, lien, encumbrance or security
interest.
(viii) The Issuer is a QRS.
(b) The Master Servicer and Special Servicer hereby represent,
warrant and covenant that as of the Closing Date:
(A) The Master Servicer and Special Servicer is a limited
liability company duly organized, validly existing
and in good standing under the Laws of the State of
Delaware.
(B) The execution and delivery of this Servicing
Agreement by each Servicer, and the performance and
compliance with the terms of this Servicing
Agreement by each Servicer, will not (i) violate
such Servicer's certificate of formation, as
amended and restated, or operating agreement or
(ii) constitute a default (or an event which, with
notice or lapse of time, or both, would constitute
a default) under, or result in the breach of, any
material agreement or other instrument to which it
is a party or which is applicable to it or any of
its assets, which default or breach, in such
Servicer's good faith and reasonable judgment, is
likely to affect materially and adversely either
the ability of such Servicer to perform its
obligations under this Servicing Agreement or the
financial condition of such Servicer.
(C) Each Servicer has the full power and authority to
enter into and consummate all transactions of such
Servicer contemplated by this Servicing Agreement,
has duly authorized the execution, delivery and
performance of this Servicing Agreement, and has duly
executed and delivered this Servicing Agreement.
(D) This Servicing Agreement, assuming due
authorization, execution and delivery by the
Indenture Trustee, the Fiscal Agent and the Issuer,
constitutes a valid, legal and binding obligation
of such Servicer, enforceable against such Servicer
in accordance with the terms hereof, subject to
applicable bankruptcy, insolvency, reorganization,
receivership, moratorium and other Laws affecting
the enforcement of creditors' rights generally, and
general principles of equity, regardless of whether
such enforcement is considered in a proceeding in
equity or at law.
(E) Neither Servicer is in violation of, and its
execution and delivery of this Servicing Agreement
and its performance and compliance with the terms
of this Servicing Agreement will not constitute a
violation of, any Law, any order or decree of any
court or arbiter, or any order, regulation or
demand of any federal, state or local governmental
or regulatory authority, or any of the provisions
of any indenture, mortgage, contract, instrument or
other document to which such Servicer is a party or
by which it is bound, or result in the creation or
imposition of any lien, charge or encumbrance upon
any of its property pursuant to the terms of any
such indenture, mortgage, contract, instrument or
other document which violation, lien, charge or
encumbrance in such Servicer's good faith and
reasonable judgment, is likely to affect materially
and adversely either the ability of such Servicer
to perform its obligations under this Servicing
Agreement or the financial condition of such
Servicer.
(F) No litigation is pending or, to such Servicer's
knowledge, threatened against such Servicer which,
if determined adversely to such Servicer, would
prohibit such Servicer from entering into this
Servicing Agreement or, in such Servicer's good
faith and reasonable judgment, is likely to
materially and adversely affect either the ability
of such Servicer to perform its obligations under
this Servicing Agreement or the financial condition
of such Servicer.
(G) Each Servicer has or shall obtain all licenses
necessary to carry on its business as now being
conducted and is or will become licensed, qualified
and in good standing in each state where a
Mortgaged Property is located, if the Laws of such
state require licensing or qualification in order
to conduct business of the type conducted by such
Servicer and if failure to be so licensed or
qualified could have a material and adverse effect
on the ability of such Servicer to perform its
obligations under this Servicing Agreement or to
enforce the Mortgage Loan Documents; no license,
consent, approval, authorization or order of, or
registration or filing with, or notice to any court
or governmental agency or body is required for the
execution, delivery and performance by such
Servicer of or compliance by such Servicer with
this Servicing Agreement or the consummation of the
transactions contemplated by this Servicing
Agreement, or if such license, consent, approval,
authorization or order of or registration or filing
with or notice to any court or governmental agency
or body is required, such Servicer has obtained the
same or will obtain the same prior to the time
necessary for such Servicer to perform its
obligations under this Servicing Agreement relative
thereto; and in any event, such Servicer is in
compliance with the Laws of any such state to the
extent necessary to ensure the enforceability of
the servicing of such Mortgage Loan in accordance
with the terms of this Servicing Agreement and the
failure to have any such license not yet obtained
does not and will not materially adversely affect
the rights of the Bondholders hereunder or under
the Mortgage Loan Documents.
(H) To the best of each Servicer's knowledge no event
has occurred (including but not limited to, any
change in insurance coverage) which would make such
Servicer unable to comply with Accepted Master
Servicing Practices or Accepted Special Servicing
Practices, as applicable. Such Servicer has the
facilities, procedures, and experienced personnel
necessary for the prudent servicing of adjustable
rate and fixed rate multifamily and commercial
mortgage loans of the same type as the Mortgage
Loans.
(I) The Servicers have examined the Primary Servicing
Agreement and each subservicing agreement and will be
familiar with the terms thereof. The Primary
Servicing Agreement and any subservicing agreements
comply with the provisions of Section 3.03.
(J) Each officer, director or employee of a Servicer
that has, or following the occurrence of a
Servicing Transfer Event, will have
responsibilities concerning the servicing and
administration of Mortgage Loans is covered by
errors and omissions insurance in the amounts and
with the coverage required by Section 3.12 of this
Servicing Agreement. Neither the Servicers nor any
of their officers, directors or employees (with
respect to its officers, directors or employees
prior to employment with such Servicer, if
disclosed to the Servicer) that are or, following
the occurrence of a Servicing Transfer Event, would
be involved in the servicing and administration of
Mortgage Loans, has been refused such coverage or
insurance.
(c) It is understood and agreed that the representations and
warranties set forth in this Section 2.03 shall survive the execution and
delivery of this Servicing Agreement for so long as the Bonds remain
Outstanding. Upon discovery by the Issuer, the Master Servicer, the Special
Servicer, the Indenture Trustee or the Fiscal Agent of any breach of any of the
foregoing representations and warranties, the party discovering such breach
shall give prompt written notice to the other parties.
Section 2.04 [Reserved.]
ARTICLE III
GENERAL PROVISIONS APPLICABLE TO SERVICERS
Section 3.01 Contract for Servicing.
(a) Each Servicer, by execution and delivery of this Servicing
Agreement, agrees to service the Mortgage Loans pursuant to this Servicing
Agreement and in all cases in accordance with Accepted Master Servicing
Practices and Accepted Special Servicing Practices, as applicable.
(b) Any funds received on or in connection with a Mortgage
Loan by a Servicer shall be received and held by such Servicer in accordance
with this Servicing Agreement and pursuant to Accepted Master Servicing
Practices or Accepted Special Servicing Practices, as applicable, for the
benefit of the Bondholders and the related Mortgagor as their respective
interests may appear and as provided in this Servicing Agreement.
(c) The Indenture Trustee and the Fiscal Agent shall implement
modifications to their respective existing computer systems with the intention
of being year 2000 ready. Each Servicer shall either (i) implement modifications
to their respective existing computer 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 October 1, 1999.
Section 3.02 Notices to Mortgagors.
The Master Servicer shall, within five (5) Business Days of
the Closing Date with respect to each Mortgage Loan, send by first class mail or
by hand delivery written notice to the related Mortgagor that the Master
Servicer has been engaged to service such Mortgage Loan, which notice shall
direct such Mortgagor to make further payments and to send all future notices
with respect to such Mortgage Loan directly to the Master Servicer.
Notwithstanding the foregoing, the Master Servicer shall not be required to send
such notice if the Mortgage Loans shall be subserviced by the Loan Originator
pursuant to the Primary Servicing Agreement, and there is no change in where the
Mortgagor is required to send payments under the Mortgage Loan.
Section 3.03 Primary Servicing and Subservicing.
The Master Servicer has entered into the Primary Servicing
Agreement with the Loan Originator whereby the Loan Originator agreed to act as
the Primary Servicer initially responsible for the servicing and administration
of the Mortgage Loans (except for the Specially Serviced Mortgage Loans).
Notwithstanding the foregoing, the Master Servicer and the Special Servicer may
enter into additional subservicing agreements (including, but not limited to,
subservicing agreements with respect to the Specially Serviced Mortgage Loans,
or for any of the Mortgage Loans in the event the Primary Servicing Agreement
ceases to be effective) with one or more subservicers (including subsidiaries or
Affiliates of such Servicer) for the servicing and administration of the
Mortgage Loans. References in this Servicing Agreement to actions taken or to be
taken by the Master Servicer or the Special Servicer in servicing the Mortgage
Loans include actions taken or to be taken by the Primary Servicer or a
subservicer on behalf of such Master Servicer.
Notwithstanding the Primary Servicing Agreement and any
subservicing agreement, any of the provisions of this Servicing Agreement
relating to agreements or arrangements between either Servicer and the Primary
Servicer or a subservicer or reference to actions taken through such Persons or
otherwise, such Servicer shall remain obligated and liable to the Issuer and
Bondholders for the servicing and administering of the Mortgage Loans in
accordance with the provisions of this Servicing Agreement without diminution of
such obligation or liability by virtue of the Primary Servicing Agreement or any
subservicing agreements or arrangements, or by virtue of indemnification from
the Primary Servicer or a subservicer, and to the same extent and under the same
terms and conditions as if the such Servicer alone were servicing and
administering the Mortgage Loans. Each Servicer shall be entitled to enter into
any agreement with a subservicer for indemnification of such Servicer and
nothing contained in this Servicing Agreement shall be deemed to limit or modify
such indemnification.
Any subservicing agreement that may be entered into and the
Primary Servicing Agreement and any other transactions or servicing arrangements
relating to the Mortgage Loans involving the Primary Servicer or a subservicer
shall be deemed to be between the Primary Servicer or subservicer, as
applicable, and the related Servicer, and none of the Indenture Trustee, the
Fiscal Agent, the Bondholders or the Issuer shall be deemed parties thereto and
none of such Persons shall have claims or rights (except as specified below), or
obligations, duties or liabilities with respect to the Primary Servicer or
subservicer; provided, that the Indenture Trustee, the Fiscal Agent and the
Bondholders may rely upon the representations and warranties of the Primary
Servicer or subservicer contained therein and each of the Indenture Trustee, the
Fiscal Agent and the Issuer shall be a third party beneficiary of the covenants
and other provisions setting forth obligations of the Primary Servicer or
subservicer therein.
If the Indenture Trustee or any successor Servicer assumes the
obligations of the Master Servicer or the Special Servicer, as applicable, in
accordance with this Servicing Agreement, the Indenture Trustee or such
successor Servicer may, at its option, (i) terminate the Primary Servicing
Agreement or any subservicing agreement entered into by the Master Servicer or
Special Servicer pursuant to this Section 3.03 without the payment from the
Trust Estate or by the Issuer or any successor Servicer of any termination fee
or expense or (ii) succeed to all of the rights and obligations of the Master
Servicer or Special Servicer under the Primary Servicing Agreement or any
subservicing agreement, and any subservicing agreement shall provide such right
of termination or succession to the Indenture Trustee or such successor
Servicer. In such event, the Indenture Trustee or such successor Servicer shall
be deemed to have assumed all of the interest of the Master Servicer or Special
Servicer therein (but not any liabilities or obligations in respect of acts or
omissions of the Master Servicer or Special Servicer prior to such deemed
assumption) and to have replaced the Master Servicer or the Special Servicer, as
applicable, as a party to the Primary Servicing Agreement or subservicing
agreement to the same extent as if the Primary Servicing Agreement or
subservicing agreement had been assigned to the Indenture Trustee or such
successor Servicer, except that the Master Servicer or the Special Servicer
shall not thereby be relieved of any liability or obligations under the Primary
Servicing Agreement or subservicing agreement that accrued prior to the
assumption of duties hereunder by the Indenture Trustee or such successor
Servicer.
In the event that the Indenture Trustee or any successor
Servicer assumes the servicing obligations of the Master Servicer or the Special
Servicer, as applicable, upon request of the Indenture Trustee or such successor
Servicer, the Master Servicer or Special Servicer shall, at its own expense,
promptly deliver to the Indenture Trustee or such successor Servicer all
documents and records relating to the Primary Servicing Agreement or any
subservicing agreement and the Mortgage Loans then being serviced thereunder,
and the Servicer will otherwise use its best efforts to effect the orderly and
efficient transfer of any subservicing agreement and the Primary Servicing
Agreement to the Indenture Trustee or such successor Servicer.
The terms of the Primary Servicing Agreement and any
subservicing agreement entered into pursuant to this Section 3.03 shall be in
all material respects consistent with the terms of this Servicing Agreement.
Section 3.04 Record Title to Mortgage Loans, Etc.
No Servicer shall hold record title to any Mortgage or any
Mortgage Note.
Section 3.05 Release of Documents and
Instruments of Satisfaction.
The Indenture Trustee may, subject to the terms hereof, upon
receipt of a Request for Release and Receipt of Documents provided by any
Servicer substantially in the form set forth on Exhibit B, release to such
Servicer the related Mortgage Loan File or the documents from a Mortgage Loan
File set forth in such request. Each Servicer acknowledges that during all times
that any Mortgage Loan File or any contents thereof are in the physical
possession of such Servicer, such Mortgage Loan File and the documents contained
therein shall be held by the Servicer.
Subject to any state Law requirement or court order, each
Servicer hereby agrees to return to the Indenture Trustee each and every
document previously requested from the Mortgage Loan File when such Servicer's
need therefor in connection with such foreclosure or servicing no longer exists,
unless the related Mortgage Loan shall be liquidated or paid in full, in which
case, upon receipt of the Request for Release and Receipt of Documents from
either Servicer, the Indenture Trustee may release the related Servicer's prior
request form, together with all other documents still retained by the Indenture
Trustee with respect to such Mortgage Loan, to such Servicer.
Upon receipt of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer or Special Servicer of a notification
that payment in full will be escrowed in a manner customary for such purposes,
such Servicer shall promptly deliver to the Indenture Trustee a Request for
Release and Receipt of Documents requesting delivery to such Servicer of the
Mortgage Loan File for such Mortgage Loan and indicating that all amounts
received in connection with such payment that are required to be deposited in
the Collection Account pursuant to Section 4.02 hereof have been or will
promptly be so deposited.
The Master Servicer and the Special Servicer shall forward to
the Indenture Trustee original documents evidencing the assumption,
modification, consolidation or extension of any Mortgage Loan entered into by
such Servicer in accordance with this Servicing Agreement within ten (10)
Business Days of the execution thereof and the delivery of such instrument to
such Servicer; provided, however, that such Servicer may, in lieu thereof,
provide the Indenture Trustee with a certified true copy of any such document
submitted for recordation within ten (10) Business Days of its execution, in
which event such Servicer shall provide the Indenture Trustee with the original
of any document submitted for recordation or a copy of such document certified
by the appropriate public recording office to be a true and complete copy of the
recorded original within ten (10) Business Days of receipt thereof by such
Servicer.
Upon any payment in full of a Mortgage Loan, the Master
Servicer or Special Servicer may execute an instrument of satisfaction regarding
the related Mortgage and any other related Mortgage Loan Documents, which
instruments of satisfaction shall be recorded by such Servicer if required by
applicable Law and shall be delivered to the Person entitled thereto, it being
understood and agreed that all reasonable expenses incurred by such Servicer in
connection with such instruments of satisfaction shall be deemed a Property
Protection Advance, which shall be reimbursed pursuant to the terms of this
Servicing Agreement. Such Servicer shall notify the Indenture Trustee of an
instrument of satisfaction described above as soon as practicable.
Section 3.06 Access to Certain Documentation
Regarding the Mortgage Loans and
this Servicing Agreement.
The Master Servicer and the Special Servicer shall make
available at their respective offices during normal business hours, or send to a
Person requesting the items described in this paragraph, upon demand and at the
expense of the Person requesting such items (except that the Rating Agencies
shall not be required to pay for fulfilling such request), the following items:
(i) all financial statements, occupancy information, rent rolls and similar
information received by the Master Servicer or the Special Servicer, as
applicable, from each Mortgagor, (ii) the inspection reports prepared by or on
behalf of the Master Servicer or the Special Servicer, as applicable, in
connection with the inspections of the Mortgaged Properties, (iii) any and all
modifications, waivers and amendments of the terms of a Mortgage Loan entered
into by the Master Servicer or the Special Servicer, as applicable, and (iv) any
and all officer's certificates and other evidence delivered to the Indenture
Trustee and the Issuer to support the Master Servicer's determination that any
Advance was, or if made would be, a Nonrecoverable Advance. The Master Servicer
may require that the Person requesting such items execute a reasonable
confidentiality agreement customary in the industry (and approved by the Issuer)
with respect to such information.
Section 3.07 Annual Statement as to Compliance.
Each Servicer shall deliver to the Issuer and the Indenture
Trustee, on or before April 30 of each year, beginning April 30, 2000, a
statement, signed by a Servicing Officer thereof, stating that (a) a review of
the activities of such Servicer during the preceding calendar year (or during
the period from the date of commencement of its duties hereunder until the end
of such preceding calendar year in the case of the first such certificate) and
of its performance under this Servicing Agreement has been made under such
Servicing Officer's supervision; and (b) to the best of such Servicing Officer's
knowledge, based on such review, such Servicer has fulfilled all of its material
obligations under this Servicing Agreement throughout such period, or if there
has been a default in the fulfillment of any such obligation, specifying each
such default known to such Servicing Officer and the nature and status thereof.
Section 3.08 Annual Independent Public
Accountants' Servicing Report.
On or before April 30 of each year, beginning April 30, 2000,
each Servicer, at its expense, shall cause a firm of independent public
accountants that is a member of the American Institute of Certified Public
Accountants to furnish a statement to the Issuer and the Indenture Trustee to
the effect that such firm has examined such documents and records as it has
deemed necessary and appropriate relating to the servicing of the Mortgage Loans
under this Servicing Agreement for the preceding calendar year (or during the
period from the date of commencement of such servicer's duties hereunder until
the end of such preceding calendar year in the case of the first such
certificate) and that, on the basis of such examination conducted substantially
in compliance with the Uniform Single Attestation Program for Mortgage Bankers,
such firm is of the opinion that such servicing during such period has been
conducted in compliance with this Servicing Agreement except for such exceptions
that, in the opinion of such firm, the Uniform Single Attestation Program for
Mortgage Bankers requires it to report, in which case such exceptions shall be
set forth in such statement.
Section 3.09 Merger or Consolidation of any
Servicer.
(a) Each Servicer shall keep in full force and effect its
existence, rights and franchises as an association or corporation under the Laws
governing its charter or articles of incorporation and, in the case of the
initial Servicer, its good standing as a limited liability company under the
Laws of the State of Delaware: except as permitted in this Section 3.09 and
shall obtain and preserve its qualification to do business as a foreign
corporation, association or limited partnership, as applicable, in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Servicing Agreement, or any of the Mortgage
Loans and to perform its duties under this Servicing Agreement.
(b) Any Person into which a Servicer may be merged, converted
or consolidated, or any Person resulting from any merger, conversion or
consolidation to which a Servicer shall be a party, or any Person succeeding to
the business of a Servicer, shall be the successor of such Servicer hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the successor or surviving Person shall be an entity
whose business includes the servicing of mortgage loans, shall service
multifamily and/or commercial mortgage loans, as applicable, in accordance with
Accepted Master Servicing Practices or Accepted Special Servicing Practices, as
applicable, and shall satisfy the requirements of Section 13.09 hereof with
respect to the qualifications of a successor to a Servicer.
Section 3.10 Limitation on Liability of the
Servicers and Others.
Neither the Servicers nor any of the officers, managers,
members, employees or agents thereof shall be under any liability for any action
taken or for refraining from the taking of any action in accordance with
Accepted Master Servicing Practices or Accepted Special Servicing Practices, as
applicable, and otherwise in good faith pursuant to this Servicing Agreement or
for errors in judgment (not constituting negligence or willful misconduct);
provided, however, that this provision shall not protect any Servicer or such
Persons against any liability resulting from any breach of any representation or
warranty made herein, or from any liability specifically required to be borne by
such party without right of reimbursement pursuant to the terms hereof; and
provided, further, that this provision shall not protect any Servicer or such
Persons against any liability that would otherwise be imposed by reason of the
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of negligent disregard of the obligations or duties hereunder. Each
Servicer and any officer, manager, member, employee or agent thereof may rely in
good faith on any document of any kind prima facie properly executed and
submitted by any appropriate Person respecting any matters arising hereunder. No
Servicer shall, as applicable, be under any obligation to appear in, prosecute
or defend any claim or legal action that is not incidental to its duties to
service the Mortgage Loans in accordance with this Servicing Agreement.
Section 3.11 Resignation of Servicers.
Without in any way limiting the generality of this Section
3.11, neither the Master Servicer nor the Special Servicer shall resign as such
or delegate its rights or duties hereunder or any portion thereof; provided that
(i) either Servicer may enter into a subservicing agreement subject to Section
3.03 and (ii) either Servicer may resign upon determination that its duties
hereunder are no longer permissible under applicable Law. Any such determination
permitting the resignation of the Servicer shall be evidenced by an Opinion of
Counsel (obtained at the resigning Servicer's expense) to such effect, delivered
to the Indenture Trustee and acceptable in form and substance thereto. Unless
applicable Law requires the Servicer's resignation to become effective
immediately, no resignation shall become effective until the Indenture Trustee
or other successor shall have assumed the responsibilities and obligations of
the resigning party in accordance with this Section 13.11. The Master Servicer
and the Special Servicer shall each have the right to resign at any time with
the consent of the Indenture Trustee, which consent shall not be unreasonably
withheld, provided that (i) a willing successor thereto (including any such
successor proposed by the resigning party) with a net worth of at least
$15,000,000 reasonably acceptable to the Indenture Trustee has been found, (ii)
each of the Rating Agencies confirms in writing that the successor's appointment
will not result in an Adverse Rating Event with respect to any Class of Bonds,
(iii) the resigning party pays all costs and expenses in connection with such
transfer, and (iv) the successor accepts appointment prior to the effectiveness
of such resignation.
Section 3.12 Maintenance of Errors and
Omissions and Fidelity Coverage.
Each Servicer shall obtain and maintain at its own expense,
and keep in full force and effect throughout the term of this Servicing
Agreement, a blanket fidelity bond or similar form of insurance coverage, and an
errors and omissions insurance policy issued by a surety or insurer which is a
Qualified Insurer, covering such Servicer's officers and employees in connection
with its activities under this Servicing Agreement.
The deductible on the fidelity bond or errors and omissions
policy shall not exceed the greater of $500,000 or five percent (5%) of the face
amount of such bond or policy. In the event that any such bond or policy ceases
to be in effect, such Servicer shall immediately obtain a comparable replacement
bond or policy. Notwithstanding the foregoing, so long as the long-term
unsecured debt obligations of such Servicer or its corporate parent have been
rated "A" or better by two or more rating agencies (one of which shall be
Standard & Poor's or if not rated by Standard & Poor's, is acceptable thereto),
such Servicer shall be entitled to provide self-insurance or obtain from its
parent adequate insurance, as applicable, with respect to its obligation to
maintain a blanket fidelity bond or an errors and omissions insurance policy.
Section 3.13 Indemnity.
(a) Each Servicer shall indemnify and hold harmless the
Indenture Trustee, the Fiscal Agent and the Issuer and their respective
officers, directors, employees, agents and "control" persons within the meaning
of the Securities Act and the Exchange Act, against any and all costs, expenses,
losses, damages, claims and liabilities, including reasonable fees and expenses
of counsel and expenses of litigation, arising from claims or threat of legal
action that were caused by or resulted from a breach of any of such Servicer's
representations and warranties contained in this Servicing Agreement or arising
out of the Servicer's willful misfeasance, bad faith or negligence or by reason
of negligent disregard of obligations or duties of such Servicer hereunder.
(b) Each Servicer and the directors, officers, managers,
members, employees and agents thereof shall be indemnified and held harmless by
the Issuer from any and all costs, expenses, losses, damages, claims and
liabilities, including reasonable fees and expenses of counsel and expenses of
litigation, incurred in connection with any claim or threat of legal action
relating to any Mortgage Loans and this Servicing Agreement, other than any
costs, expense, loss, damage, claim or liability that resulted from a breach of
any of such Servicer's representations and warranties contained in this
Servicing Agreement or that was incurred by reason of willful misfeasance, bad
faith or negligence of such Servicer in the performance of duties or by reason
of negligent disregard of obligations or duties of such Servicer hereunder.
(c) As soon as reasonably practicable after receipt by any
Servicer, the Indenture Trustee or the Fiscal Agent, on behalf of the
Bondholders, of notice of any complaint or the commencement of any action or
proceeding with respect to which indemnification is being sought under clause
(a) or (b) of this Section 3.13 (each, an "Indemnified Party"), such Indemnified
Party shall notify each Servicer, the Indenture Trustee and the Fiscal Agent on
behalf of the Bondholders from which indemnification is sought pursuant to
clause (a) or clause (b) above (each, an "Indemnifying Party") in writing of
such complaint or of the commencement of such action or proceeding, but failure
so to notify the Indemnifying Party shall not relieve the Indemnifying Party
from any liability which the Indemnifying Party may have hereunder or otherwise,
except to the extent that such failure materially prejudices the ability of the
Indemnifying Party to defend such action or proceeding. If the Indemnifying
Party so elects or is requested by such Indemnified Party, the Indemnifying
Party shall assume the defense of such action or proceeding, including the
employment of counsel reasonably satisfactory to each Indemnified Party and the
payment of the fees and disbursements of such counsel. In the event, however,
such Indemnified Party reasonably determines in its judgment that having common
counsel would present such counsel with a conflict of interest or that having
common counsel would in any other way disadvantage such Indemnified Party or if
the Indemnifying Party fails to assume the defense of the action or proceeding
in a timely manner, then such Indemnified Party may employ separate counsel to
represent or defend it in any such action or proceeding and the Indemnifying
Party shall pay the fees and disbursements of such counsel; provided, however,
that the Indemnifying Party shall not be required to pay the fees and
disbursements of more than one separate counsel for all related Indemnified
Parties in any jurisdiction in any single action or proceeding. In any action or
proceeding the defense of which the Indemnifying Party assumes and in which an
Indemnified Party is not entitled to separate counsel pursuant to the
immediately preceding sentence, such Indemnified Party shall have the right to
participate in such litigation and to retain its own counsel at such Indemnified
Party's expense.
Section 3.14 Information Systems.
Each Servicer shall maintain a data storage and retrieval
system capable of maintaining, updating and providing reports with respect to
all relevant information with respect to each Mortgage Loan that may be required
to satisfy the terms of this Servicing Agreement, including but not limited to
all information on the Mortgage Loan Schedule. Each Servicer shall update the
data on such system to reflect any information available thereto from time to
time.
ARTICLE IV
OBLIGATIONS OF THE MASTER SERVICER
Section 4.01 The Master Servicer.
(a) The Master Servicer shall service and administer each
Mortgage Loan (except as such obligations may be undertaken by the Special
Servicer pursuant to Article VI hereof) on behalf of and in the best interests
of and for the benefit of the Bondholders in accordance with the terms of this
Servicing Agreement, the terms of the respective Mortgage Loans and Accepted
Master Servicing Practices.
(b) Subject to Accepted Master Servicing Practices and the
terms of this Servicing Agreement and of each Mortgage Loan, the Master Servicer
shall have full power and authority to do or cause to be done any and all things
in connection with such servicing and administration that it may deem, in its
best judgment, necessary or desirable, including, without limitation, to execute
and deliver any and all instruments of satisfaction or cancellation, or of
partial or full release or discharge and all other comparable instruments, with
respect to any Mortgage Loan which is not a Specially Serviced Mortgage Loan.
Without limiting the generality of the foregoing, the Master Servicer shall, and
is hereby authorized and empowered to, with respect to each Mortgage Loan,
prepare, execute and deliver at the expense of the Issuer, any and all financing
statements, continuation statements and other documents or instruments necessary
to maintain the lien on the related Mortgaged Property and related collateral.
The Master Servicer shall service and administer each Mortgage Loan in
accordance with applicable state and federal Law and shall provide to each
Mortgagor any information required to be provided to it thereby. Subject to the
foregoing, the Master Servicer shall service and administer each Mortgage Loan
in accordance with the Mortgage Loan Documents, and shall enforce all provisions
provided in the Mortgage Loan Documents, including but not limited to the
establishment and administration of escrow accounts, reserve accounts, impound
accounts and operation and maintenance plans. The Master Servicer may from time
to time request in writing any powers of attorney and other documents necessary
or appropriate to enable the Master Servicer to carry out its servicing and
administrative duties hereunder. If it shall make such written request, the
Master Servicer shall prepare for signature by the Indenture Trustee, and the
Indenture Trustee shall sign any such powers of attorney or other documents
necessary or appropriate to carry out such duties hereunder; provided, however,
that the Indenture Trustee shall not be held liable for any misuse of any such
power of attorney by the Master Servicer.
(c) The Master Servicer (as to non-Specially Serviced Mortgage
Loans) and the Special Servicer (as to Specially Serviced Mortgaged Loans)
assumes, with respect to each Mortgage Loan (except as otherwise set forth in
this Servicing Agreement), full responsibility for the timely payment (subject
to Section 4.05(b) with respect to any Nonrecoverable Advances) of all
customary, reasonable and necessary "out of pocket" costs and expenses
(including reasonable attorneys' fees and disbursements) whether or not
reimbursable by the Trust Estate, incurred in connection with:
(i) any enforcement, administrative or judicial
proceedings, or any necessary legal work or advice specifically related
to servicing the Mortgage Loans, including but not limited to,
bankruptcies, condemnations, drug seizures, foreclosures by subordinate
lienholders, legal costs associated with preparing powers of attorney
pursuant to Section 4.01(b) above, and other claim or legal actions
incidental to the servicing of the Mortgage Loans (provided that such
expenses are reasonable and that the Master Servicer or Special
Servicer, as applicable, specifies the Mortgage Loan(s) to which such
expenses relate);
(ii) all ground rents, taxes, assessments, water rates,
sewer rates and other charges, as applicable, that are or may become a
lien upon the Mortgaged Property, and all fire, flood, hazard and other
insurance coverage (to the extent required in this Servicing Agreement,
including renewal payments); and
(iii) compliance with the servicing provisions applicable
to the Master Servicer or Special Servicer, as applicable, set forth
herein.
With respect to any costs described in clauses (i) and (ii)
above as to non-Specially Serviced Mortgaged Loans, and to the extent the
related Mortgage Loan Documents do not provide for escrow payments or the Master
Servicer determines that any such payments have not been made by the related
Mortgagor, the Master Servicer shall effect timely payment of all such expenses
before they become delinquent if the Master Servicer shall have or should have
had knowledge based on Accepted Master Servicing Practices of such nonpayment by
the Mortgagor before it becomes delinquent, and, otherwise, the Master Servicer
shall effect immediate payment of all such expenses which have become delinquent
and about which it has knowledge or should have knowledge based on Accepted
Master Servicing Practices. The Master Servicer shall make Property Protection
Advances from its own funds to effect such payments to the extent not deemed a
Nonrecoverable Advance and shall be reimbursed therefor in accordance with
Section 4.03(a) hereof; provided, that with respect to the payment of taxes and
assessments, the Master Servicer shall make such advance within five (5)
Business Days after the Master Servicer has received confirmation that such item
has not been paid; provided further that the Master Servicer shall use its
reasonable best efforts in accordance with Accepted Master Servicing Practices,
to confirm whether such items have been paid. With respect to any costs
described in clause (iii) above, the Master Servicer shall be entitled to
reimbursement of such costs as Property Protection Advances only to the extent
expressly provided in this Servicing Agreement. If the Master Servicer
determines with respect to any Mortgage Loan that a Property Protection Advance,
if made, would constitute a Nonrecoverable Advance or that it has made a
Nonrecoverable Advance, it shall deliver to the Indenture Trustee a
Nonrecoverable Advance Certificate.
(d) Upon the occurrence of a Servicing Transfer Event or upon
the resignation or termination of the Master Servicer, the Master Servicer shall
effect the timely and efficient transfer of its servicing responsibilities
(excluding, with respect to a Servicing Transfer Event, the Master Servicer's
obligation to make Advances; provided, that, if the Master Servicer is
terminated or resigns, the Master Servicer shall no longer have the obligation
to make Advances and the successor shall be obligated to do so subsequent to the
date of such termination or resignation).
Section 4.02 Collection Account; Collection of
Certain Mortgage Loan Payments.
(a) Subject to Article VI, from the date hereof until the
principal and interest on the Mortgage Loans is paid in full, the Master
Servicer shall proceed diligently to collect all payments called for under the
terms and provisions of the Mortgage Loans, and shall follow such collection
procedures as are in accordance with Accepted Master Servicing Practices.
(b) On or before the Closing Date and as necessary thereafter,
the Master Servicer shall establish, and agrees to maintain for the duration of
this Servicing Agreement, the Collection Account in the name of the Indenture
Trustee for the benefit of the Bondholders. The Collection Account shall be an
Eligible Account. Funds in the Collection Account shall be held by the Master
Servicer for the benefit of the Bondholders (and with respect to Prepayment
Premiums, for the benefit of the Mortgage Loan Seller) in each case and shall
not be commingled with any other moneys. The Master Servicer shall deposit,
within one (1) Business Day following receipt, all collections as set forth in
4.02(c) below, with respect to the Mortgage Loans into the Collection Account.
The Master Servicer shall, within five (5) Business Days of the establishment
thereof, notify the Indenture Trustee in writing of the location and account
number of the Collection Account established for the Mortgage Loans and shall
give the Indenture Trustee written notice of any change of such location or
account number on or prior to the date of such change. Funds in the Collection
Account may be invested by, at the risk of, and for the benefit of, the Master
Servicer in Permitted Investments which shall not be sold or disposed of prior
to maturity. All such Permitted Investments shall be registered in the name of
the Master Servicer (in its capacity as such and for the benefit of the
Bondholders) or its nominee. All income therefrom shall be the property of the
Master Servicer. In addition, if the amounts in the Collection Account are
invested for the benefit of the Master Servicer, the Master Servicer shall
deposit on each Determination Date into such account out of its own funds an
amount representing any net losses realized on Permitted Investments with
respect to funds in such account for such Collection Period.
(c) The Master Servicer shall deposit the following amounts
into the Collection Account pursuant to clause (b) above:
(i) all payments on account of principal and Principal
Prepayments, on the related Mortgage Loans;
(ii) all payments on account of interest on the related
Mortgage Loans, including default interest (net of any portion thereof
retained by the Master Servicer as its Servicing Fee or as
reimbursement for interest on Advances);
(iii) all Liquidation Proceeds, Excess Condemnation
Proceeds and Excess Insurance Proceeds with respect to the related
Mortgaged Properties;
(iv) out of the Master Servicer's own funds, an amount
representing net losses realized on Permitted Investments with respect
to funds in the Collection Account;
(v) any amounts representing Prepayment Premiums paid by
the related Mortgagors;
(vi) any amounts received from the Special Servicer
pursuant to Section 6.06(d) of this Servicing Agreement;
(vii) any other amounts received from the Mortgagors with
respect to the related Mortgage Loans (other than escrow or reserve
payments, which shall be deposited into the appropriate escrow and
reserve accounts);
(viii) any amounts received from the Special Servicer under
Section 6.07 of this Servicing Agreement, other than REO Proceeds; and
(ix) any Advances received pursuant to Section 4.05 of this
Servicing Agreement;
but excluding REO Proceeds (which will be remitted to the Special Servicer for
deposit into the REO Account within one (1) Business Day after receipt) and
penalties or fees for extensions, substitutions, assumptions or modifications or
related activities and services, late payment charges (to the extent not used to
pay interest on Advances), late fees (to the extent not used to pay interest on
Advances), NSF charges, default interest (to the extent not used to pay interest
on Advances), Prepayment Interest Excess (to the extent not offset by Prepayment
Interest Shortfalls) which penalties and fees may be retained by the Master
Servicer, or remitted to Special Servicer, as applicable, as additional
servicing compensation.
(d) Subject to Section 4.03(c), all funds (excluding amounts
representing Prepayment Premiums) deposited by the Master Servicer in the
Collection Account shall be held for the benefit of the Bondholders until
disbursed or withdrawn in accordance herewith. Except as expressly permitted or
required hereunder, the Master Servicer shall not sell, transfer or assign to
any Person any interest (including any security interest) in amounts credited or
to be credited to the Collection Account or take any action towards that end,
and shall maintain such amounts free of all liens, claims and encumbrances of
any nature.
Section 4.03 Permitted Withdrawals from the
Collection Account.
(a) The Master Servicer may make withdrawals from the
Collection Account of amounts on deposit therein attributable to the related
Mortgage Loans for (without duplication) the following purposes in the following
order of priority:
(i) to recoup any amount deposited in the Collection
Account and not required to be deposited therein;
(ii) on each Remittance Date, to pay to the Mortgage Loan
Seller amounts representing Prepayment Premiums paid by Mortgagors;
(iii) on each Remittance Date, to deposit into the Payment
Account pursuant to Section 4.04 of this Servicing Agreement, an amount
equal to the Indenture Trustee Fee for the related Payment Date;
(iv) on each Remittance Date, from amounts representing
payments by a Mortgagor of interest on the related Mortgage Loan or
Liquidation Proceeds, Excess Insurance Proceeds and Excess Condemnation
Proceeds with respect to a Mortgage Loan, to pay to itself the Master
Servicer Fee (net of any portion of the Master Servicer Fee which is
used to offset Prepayment Interest Shortfalls pursuant to Section 4.12
of this Servicing Agreement);
(v) to reimburse the Fiscal Agent, the Indenture Trustee,
and itself, in that order, for xxxxxxxxxxxx X&X Advances from
collections on the related Mortgage Loans, together with interest at
the Advance Rate pursuant to Sections 4.05 and 7.02 of this Servicing
Agreement, the right to withdraw amounts pursuant to this subclause
(iv) being limited to amounts on deposit in the Collection Account in
respect of Liquidation Proceeds, Excess Insurance Proceeds and Excess
Condemnation Proceeds with respect to the Mortgaged Properties securing
the Mortgage Loans with respect to which such xxxxxxxxxxxx X&X Advances
were made, and any other amounts received on the related Mortgage Loan
that represent late recoveries of payments with respect to which such
P&I Advances were made;
(vi) to reimburse the Fiscal Agent, the Indenture Trustee
and itself, in that order, for unreimbursed Property Protection
Advances incurred in connection with a Mortgage Loan or Mortgaged
Property, together with interest at the Advance Rate pursuant to
Sections 4.05 and 7.02 of this Servicing Agreement, the right to
withdraw amounts pursuant to this subclause (v) being limited to
amounts on deposit in such Collection Account in respect of Liquidation
Proceeds, Excess Insurance Proceeds and Excess Condemnation Proceeds
with respect to the Mortgaged Properties with respect to which such
unreimbursed Property Protection Advances were made, and any other
amounts received on the related Mortgage Loan that represent late
recoveries of payments with respect to which such Property Protection
Advances were made;
(vii) on each Remittance Date, to pay to the Special
Servicer the Special Servicing Fee, and from time to time, to pay to
the Special Servicer the Disposition Fee and the Workout Fee;
(viii) on each Remittance Date, to reimburse, the Fiscal
Agent, the Indenture Trustee and itself, in that order, for accrued and
unpaid interest at the Advance Rate on any unreimbursed Advances
pursuant to Sections 4.05 and 7.02 of this Servicing Agreement made
with respect to any Mortgage Loan from any amounts on deposit in the
Collection Account, to the extent not otherwise offset by default
interest collected on the related Mortgage Loan;
(ix) on each Remittance Date, to reimburse the Fiscal
Agent, the Indenture Trustee and itself, in that order, from any
amounts on deposit in the Collection Account for (A) any unreimbursed
Nonrecoverable Advance for which a Nonrecoverable Advance Certificate
has been previously delivered or (B) any unreimbursed Property
Protection Advance for which a Nonrecoverable Advance Certificate has
been previously issued an expense the payment or reimbursement of which
is not an obligation of the related Mortgagor under the terms of the
related Mortgage Loan Documents, in each case, together with interest
at the Advance Rate pursuant to Sections 4.05 and 7.02 of this
Servicing Agreement;
(x) to the extent not reimbursed or paid pursuant to any
other clause of this Section 4.03(a) of this Servicing Agreement, to
reimburse or pay each Servicer, the Indenture Trustee, the Fiscal Agent
and/or the Issuer for unpaid items incurred by or on behalf of such
Person under this Servicing Agreement pursuant to which such Person is
entitled to reimbursement or payment from the assets of the Trust;
(xi) on each Remittance Date, to pay itself any investment
income on amounts on deposit in such Collection Account to which it is
entitled pursuant to Section 4.02(b) of this Servicing Agreement;
(xii) on each Remittance Date, to make remittances to the
Indenture Trustee and the Fiscal Agent pursuant to Section 4.04 of this
Servicing Agreement;
(xiii) to clear and terminate such Collection Account upon
termination of this Servicing Agreement; and
(xiv) to make any other withdrawals permitted by the
Indenture.
(b) The Master Servicer shall keep and maintain separate
accounting, on a Mortgage Loan-by-Mortgage Loan basis, for the purpose of
justifying any withdrawal from the Collection Account and determining any
shortfall or overpayment of any amounts due from or on behalf of any Mortgagor
or Mortgaged Property. On each Remittance Date, the Master Servicer shall pay to
the Mortgage Loan Seller from the Collection Account all amounts representing
Prepayment Premiums, in the manner directed by the Mortgage Loan Seller. The
Master Servicer shall pay to the Indenture Trustee, the Fiscal Agent or the
Special Servicer from the Collection Account (to the extent permitted by clause
(a) above) amounts (other than amounts paid pursuant to Section 4.04) permitted
to be paid to the Indenture Trustee, the Fiscal Agent or the Special Servicer
therefrom, promptly upon receipt of a certificate of a Responsible Officer of
the Indenture Trustee or the Fiscal Agent, or a Servicing Officer of the Special
Servicer, as applicable, describing the item and amount to which the Indenture
Trustee, the Fiscal Agent or the Special Servicer is entitled. The Servicer may
rely conclusively on any such certificate and shall have no duty to recalculate
the amounts stated therein.
(c) The Indenture Trustee, the Fiscal Agent, the Special
Servicer and the Master Servicer shall in all cases have a right prior to the
Bondholders to any funds on deposit in the Collection Account from time to time
for the reimbursement or payment of compensation, Advances with interest thereon
at the Advance Rate and their respective expenses hereunder to the extent such
items are to be reimbursed or paid from amounts on deposit in the Collection
Account pursuant to this Servicing Agreement; and the Mortgage Loan Seller shall
in all cases have a right prior to the Bondholders to any Prepayment Premiums
deposited into the Collection Account.
(d) Notwithstanding any other provisions contained herein to
the contrary, the reimbursement of any Advances, together with interest thereon
at the Advance Rate, shall be made in the following order: first, to the Fiscal
Agent, second, to the Indenture Trustee, and third, to the Master Servicer.
Section 4.04 Remittances to the Indenture
Trustee.
On each Remittance Date, the Master Servicer shall (a)
withdraw from the Collection Account and remit to the Indenture Trustee, by wire
transfer of immediately available funds to the Payment Account, all amounts on
deposit in the Collection Account (including the amount to be remitted by the
Master Servicer pursuant to Section 4.03 (a)(iii) of this Servicing Agreement),
or otherwise received as of the close of business on the Determination Date
prior to such Remittance Date, minus:
(i) any permitted charges against or withdrawals from such
Collection Account pursuant to clauses (i) through (xi) and (xiv) of
Section 4.03(a) hereof and any amounts representing Prepayment Premiums
to be remitted to the Mortgage Loan Seller pursuant to Section 4.03(b)
hereof; and
(ii) any amounts on deposit in the Collection Account
representing a Monthly Payment due on a Due Date occurring in a
Collection Period following the Collection Period for such
Determination Date (which amounts shall be remitted pursuant to this
Servicing Agreement on the Remittance Date immediately following the
Collection Period in which such Monthly Payment was due),
and (b) remit to the Indenture Trustee any P&I Advances required to be made on
or prior to such Remittance Date pursuant to Section 4.05(a).
Section 4.05 Master Servicer Advances.
(a) To the extent that as of the Determination Date for any
month, the full amount of the Monthly Payment due in the related Collection
Period with respect to any Mortgage Loan has not been received by the Master
Servicer, the Master Servicer shall, no later than 3:00 P.M. New York City time
on the related Remittance Date, deposit into the Collection Account, a P&I
Advance out of its own funds or out of funds held in the Collection Account that
are not required to be part of the Available Payment Amount for the related
Payment Date in an amount equal to the excess of all Monthly Payments (net of
the Master Servicer Fee) due during the related Collection Period over the
amount actually received during such Collection Period; provided, however, that
notwithstanding anything herein to the contrary, the Master Servicer shall not
be required to make a Nonrecoverable Advance. If the Master Servicer determines
with respect to any Mortgage Loan that a P&I Advance, if made, would constitute
a Nonrecoverable Advance or that it has made a Nonrecoverable Advance, it shall
deliver to the Indenture Trustee a Nonrecoverable Advance Certificate.
The Master Servicer shall not be required to make a P&I
Advance with respect to late charges, default interest, or the full amount of a
Balloon Payment not made by the related Mortgagor. For purposes of the
immediately preceding sentence, the Monthly Payment due on the Loan Maturity
Date for a Balloon Mortgage Loan will be the amount that would be due on such
day based on the full amortization schedule used to calculate the prior Monthly
Payments, assuming a later Loan Maturity Date.
Notwithstanding the foregoing, the amount of any P&I Advance
required to be advanced by the Master Servicer with respect to any Payment Date
in respect of applicable Monthly Payments on Mortgage Loans that have been
subject to an Appraisal Reduction Event will equal (i) the amount required to be
advanced by the Master Servicer without giving effect to such Appraisal
Reduction Amounts less (ii) an amount equal to the product of (x) the amount
required to be advanced by the Master Servicer in respect to delinquent payments
of interest without giving effect to such Appraisal Reduction Amounts, and (y) a
fraction, the numerator of which is the Appraisal Reduction Amount with respect
to such Mortgage Loan and the denominator of which is the Stated Principal
Balance of such Mortgage Loans of the last day of the related Collection Period.
The Master Servicer shall be entitled to use any funds held in
the Collection Account pursuant to Section 4.04(a)(ii) to make P&I Advances for
the current Remittance Date. Any funds being held in the Collection Account for
future distribution and used by the Master Servicer to make a P&I Advance for
the current Remittance Date shall be replaced by the Master Servicer from its
own funds by deposit in the Collection Account on each future Remittance Date to
the extent that funds in the Collection Account on such Remittance Date shall be
less than remittances to the Indenture Trustee required to be made on such date.
(b) To the extent required by Section 6.04 of this Servicing
Agreement, the Master Servicer shall make Property Protection Advances from time
to time; provided, however, that notwithstanding anything herein to the
contrary, the Master Servicer shall not be required to make a Nonrecoverable
Advance for which a Nonrecoverable Advance Certificate has been
previously issued.
(c) The Master Servicer shall determine whether amounts are
available in the Collection Account or the escrow account to reimburse the
Indenture Trustee, the Master Servicer or the Fiscal Agent for unreimbursed
Advances made pursuant to this Servicing Agreement. The Master Servicer shall
promptly (but in any event no later than ten (10) Business Days following
receipt) withdraw all amounts necessary to make such reimbursement to the extent
such withdrawals are permitted under Section 4.03(a), and shall reimburse the
Indenture Trustee, itself or the Fiscal Agent, as applicable.
(d) If the Master Servicer fails to make any P&I Advance
required by Section 4.05 when required to do so, the Indenture Trustee shall, no
later than the time specified in Section 7.02, make such Advance, and if the
Indenture Trustee fails to make such P&I Advance when required to do so, the
Fiscal Agent shall do so no later than the time specified in Section 7.02,
provided that, in each such case such obligation will be subject to the
provisions of this Servicing Agreement concerning Nonrecoverable Advances. The
Indenture Trustee and the Fiscal Agent may rely conclusively on any
determination by the Master Servicer and evidenced by a Nonrecoverable Advance
Certificate that a P&I Advance would be a Nonrecoverable Advance. The making of
such P&I Advance by the Fiscal Agent shall cure any default of the Indenture
Trustee caused by the Indenture Trustee's failure to make such P&I Advance.
(e) The Master Servicer, the Indenture Trustee or the Fiscal
Agent, as applicable, shall be entitled to interest on any P&I Advance made with
respect to a Mortgage Loan pursuant to this Section 4.05; provided, however,
that neither the Master Servicer, the Indenture Trustee nor the Fiscal Agent
shall be entitled to interest accrued on the amount of any P&I Advance with
respect to the two (2) Mortgage Loans identified as loan numbers 3720011432 and
3720011427 on Mortgage Loan Schedule, for the period commencing on the date of
such P&I Advance and ending on the day on which the grace period applicable to
the related Mortgagor's obligation to make the related Monthly Payment expires
pursuant to the related Mortgage Loan Documents. Such interest shall accrue at
the Advance Rate from the date on which such P&I Advance was made to and
including the date on which such Person is reimbursed for such P&I Advance
pursuant to this Servicing Agreement.
Section 4.06 Maintenance of Insurance.
(a) The Master Servicer shall in accordance with Accepted
Master Servicing Practices, maintain or use its best efforts to cause the
related Mortgagor to maintain for each Mortgage Loan (other than REO Mortgage
Loans), and if the Mortgagor does not so maintain, the Master Servicer shall
cause to be maintained for each Mortgaged Property all insurance required by the
terms of the related Mortgage Loan Documents (including, but not limited to,
hazard, business interruption, general liability, and if required, rental
interruption insurance); provided, however, that if the insurance in the amount
required above is not available at a commercially reasonable cost, or the
Issuer, as mortgagee, does not have an insurable interest, as determined by the
Master Servicer in accordance with Accepted Master Servicing Practices, the
Master Servicer shall not be required to maintain such policy. Subject to the
preceding sentence, hazard insurance shall be maintained in the amount set forth
in the related Mortgage Loan Documents but in any event in an amount at least
equal to the replacement cost of the improvements which are a part of the
related Mortgaged Property. Such insurance policies shall also provide coverage
in amounts sufficient such that the insurance carrier would not deem the
Mortgagor to be a co-insurer thereunder. The Master Servicer shall file and
settle claims under any such insurance policies. All such policies shall provide
for at least ten (10) days' prior written notice to the Master Servicer of any
cancellation, reduction in the amount of, or material change in, the coverage
provided thereunder. If at any time the Mortgaged Property is in a federally
designated special flood hazard area, the Master Servicer shall cause the
related Mortgagor to maintain or will itself obtain flood insurance in respect
thereof to the extent available at a commercially reasonable cost. Such flood
insurance shall be in an amount equal to the lesser of (x) the unpaid principal
balance of the related Mortgage Loan and (y) the greater of (1) the maximum
amount of such insurance required by the terms of the related Mortgage Note or
Mortgage and (2) the maximum amount of such insurance that is available for the
related Mortgaged Property under the national flood insurance program (assuming
that the area in which such Mortgaged Property is located is participating in
such program). Any cost incurred in maintaining any insurance required pursuant
to this subsection (a) shall not, for the purpose of calculating monthly
payments to the Bondholders, be added to the Stated Principal Balance of the
related Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so
permit but such cost shall be paid by the Master Servicer as a Property
Protection Advance and shall be reimbursed as provided in this Servicing
Agreement. The Master Servicer shall arrange for the application of all such
insurance proceeds (i) to the restoration or repair of the related Mortgaged
Property, (ii) to prepay in whole or in part the principal balance of the
related Mortgage Loan or (iii) to be released to the related Mortgagor, as the
case may be, in all cases in accordance with the express requirements of the
applicable Mortgage Loan Documents. To the extent the applicable Mortgage Loan
Documents require the delivery of appraisals, engineer's reports, architect's
disbursement certificates or other documents or instruments before any such
insurance proceeds are applied, the Master Servicer shall obtain and verify the
same and any costs so incurred shall be deemed to be a Property Protection
Advance and shall be reimbursed as provided in this Servicing Agreement. If such
insurance proceeds are to be applied to restoration or repair of the related
Mortgaged Property or are to be released to the related Mortgagor, the Master
Servicer shall deliver to the Indenture Trustee prior to such application or
release a certificate of a Servicing Officer of the Master Servicer in
reasonable detail specifying the purposes to which such proceeds are to be
applied and the account or Person to which they are to be transferred.
(b) If the Master Servicer or the Special Servicer, as
applicable, causes any Mortgaged Property or REO Property to be covered by a
master force placed insurance policy, which policy is issued by a Qualified
Insurer and provides no less coverage in scope and amount for such Mortgaged
Property or REO Property than the insurance required to be maintained pursuant
to Section 4.06(a), the Master Servicer or Special Servicer shall conclusively
be deemed to have satisfied its obligations to maintain insurance pursuant to
Section 4.06(a). Such policy may contain a deductible clause, in which case the
Master Servicer or Special Servicer, as applicable, shall, in the event that (i)
there shall not have been maintained on the related Mortgaged Property or REO
Property a policy otherwise complying with the provisions of Section 4.06(a),
and (ii) there shall have been one or more losses which would have been covered
by such a policy had it been maintained, immediately deposit into the Collection
Account from its own funds the amount not otherwise payable under such force
placed policy because of such deductible to the extent that any such deductible
exceeds the deductible limitation that pertained to the related Mortgage Loan,
or, in the absence of any such deductible limitation, the deductible limitation
which is consistent with Accepted Master Servicing Practices or Accepted Special
Servicing Practices, as applicable. In the event that either Servicer shall
cause any Mortgaged Property or REO Property to be covered by such a master
force placed insurance policy, the incremental costs of such insurance
applicable to such Mortgaged Property or REO Property (i.e., other than any
minimum or standby premium payable for such policy whether or not any Mortgaged
Property or REO Property is covered thereby) shall be paid by the Master
Servicer as a Property Protection Advance.
(c) If the Master Servicer or the Special Servicer, as
applicable, does not maintain the insurance described in Section 4.06(a) and
4.06(b) hereof, the Indenture Trustee shall, as soon as practicable after
receipt of notice of such failure, maintain such insurance payable as a Property
Protection Advance and if the Indenture Trustee does make such Property
Protection Advance to maintain such insurance, the Fiscal Agent shall do so,
provided that, in each such case, such obligation will be subject to the
provisions of this Servicing Agreement concerning Nonrecoverable Advances and to
the availability of such insurance at commercially reasonable rates. The making
of such payment by the Fiscal Agent shall cure any default of the Indenture
Trustee caused by the Indenture Trustee's failure to make such payment.
(d) The Master Servicer shall control any escrow or
impoundment accounts of the Mortgagor for the payment of taxes, insurance, and
other items required to be paid by any Mortgagor pursuant to any Mortgage Loan.
Section 4.07 Enforcement of "Due-on-Sale"
Clauses; Assumption Agreements.
(a) To the extent any Mortgage Loan contains an enforceable
"due-on-sale" or "due-on-encumbrance" clause, subject to paragraph (f) below,
the Master Servicer shall enforce such clause on behalf of the Issuer unless the
Master Servicer determines in accordance with Accepted Master Servicing
Practices that it would be in the best interest of the Bondholders to waive any
such clause. If the Master Servicer is unable to enforce any such "due-on-sale"
clause or if no "due-on-sale" clause is applicable or the Master Servicer
determines that such clause should be waived, the Master Servicer shall enter
into an assumption agreement with the Person to whom such property has been
conveyed or is proposed to be conveyed, pursuant to which such Person becomes
liable under the Mortgage Note and, to the extent permitted by applicable state
Law and the related Mortgage, the Mortgagor remains liable thereon. The Master
Servicer is also authorized to enter into a substitution of liability agreement
with such Person, pursuant to which the original Mortgagor is released from
liability and such Person is substituted as the Mortgagor and becomes liable
under the Mortgage Note; provided, however, that such substitute Mortgagor must
satisfy the requirements set forth in the related Mortgage Loan Documents or the
underwriting requirements customarily imposed by the Master Servicer's Accepted
Master Servicing Practices as a condition to approval of a borrower on a new
mortgage loan substantially similar to such Mortgage Loan.
(b) To the extent any Mortgage Loan contains a clause granting
a right of assumption to a qualified substitute Mortgagor upon the sale,
conveyance or transfer of the related Mortgaged Property and subject to
paragraph (f) below, the Master Servicer shall enter into an assumption
agreement with such qualified substitute Mortgagor, pursuant to which such
qualified substitute Mortgagor becomes liable under the Mortgage Note. If any
Person other than the Mortgagor has, pursuant to the related Mortgage Loan
Documents, undertaken to indemnify the mortgagee and, in connection with an
assumption of the type referred to in the preceding sentence, the related
Mortgage Loan Documents permit a substitution of such third-party indemnitor by
a qualified substitute indemnitor, the Master Servicer shall enter into an
assumption of liability agreement with such qualified substitute indemnitor,
pursuant to which such substitute indemnitor becomes liable under the relevant
indemnification obligations. The Master Servicer is also authorized to enter
into a substitution of liability agreement with such substitute Mortgagor,
pursuant to which the original Mortgagor is released from liability and such
substitute Mortgagor is substituted as the Mortgagor and becomes liable under
the Mortgage Note; provided, however, that such substitute Mortgagor must
satisfy the requirements set forth in the related Mortgage Loan Documents or the
underwriting requirements customarily imposed by the Master Servicer's regular
commercial mortgage loan origination standards or Accepted Master Servicing
Practices as a condition to approval of a borrower on a new mortgage loan
substantially similar to such Mortgage Loan.
(c) As to non-Specially Serviced Mortgaged Loans, the Master
Servicer shall retain as additional servicing compensation any fees collected
for entering into an extension, modification, assumption or substitution of
liability agreement, and any similar fees and charges.
(d) In connection with any assumption under this Section 4.07,
no material term of the Mortgage Note (including, but not limited to, the
Mortgage Interest Rate, the amount of the Monthly Payment, any interest rate
floor or cap applicable to the calculation of the Mortgage Interest Rate and any
other term affecting the amount or timing of payment on the Mortgage Loan) may
be changed. The Master Servicer shall forward to the Indenture Trustee the
original substitution or assumption agreement.
(e) Notwithstanding the foregoing or any other provision of
this Servicing Agreement, the Master Servicer shall not be deemed to be in
default, breach or any other violation of its obligations hereunder by reason of
any conveyance by a Mortgagor of a Mortgaged Property or any assumption of a
Mortgage Loan by operation of Law that the Master Servicer in good faith
determines it may be restricted by Law from preventing.
(f) Each transfer, assumption or encumbrance requiring the
consent of the mortgagee with respect to a Mortgage Loan having a current
outstanding principal balance equal to or exceeding 2% of the then current
aggregate Stated Principal Balance of all Mortgage Loans ("Review Threshold")
will be subject to a confirmation from DCR that granting such consent will not
result in a downgrade or withdrawal of its rating on any Class of Bonds ("No
Downgrade Confirmation"). In connection with the request for such consent, the
Master Servicer shall prepare and deliver to DCR a memorandum outlining its
analysis and recommendation in accordance with Accepted Master Servicing
Practices, together with copies of all relevant documentation. The Master
Servicer shall also prepare and provide to DCR with such memorandum and
documentation for all transfer, assumption and encumbrance consents granted for
Mortgage Loans below the Review Threshold, but for which the Master Servicer's
decision will be sufficient and a No Downgrade Confirmation will not be
required.
Section 4.08 Property Inspections.
The Master Servicer shall inspect or cause to be inspected
each Mortgaged Property and shall verify and deliver to the Indenture Trustee a
copy of a property inspection report consistent with Accepted Master Servicing
Practices; provided that (i) each Mortgaged Property securing a Mortgage Loan
with an outstanding principal balance in excess of $999,999 shall be inspected
and such a property inspection report shall be delivered to the Indenture
Trustee at least once a year, (ii) each Mortgaged Property securing a Mortgage
Loan with a principal balance in excess of $349,999 and less than or equal to
$999,999 shall be inspected and such a property inspection report shall be
delivered to the Indenture Trustee at least once every two years, and (iii) each
Mortgaged Property securing a Mortgage Loan with an outstanding principal less
than or equal to $349,999 shall be inspected as necessary or upon notice of any
adverse event occurring with respect to the property, and such a property
inspection report shall be delivered to the Indenture Trustee.
Section 4.09 Reports of Master Servicer.
(a) The Master Servicer shall prepare, or cause to be
prepared, and deliver to the Indenture Trustee in an electronic format agreed to
by the Indenture Trustee and the Master Servicer and consistent with Accepted
Master Servicing Practices, not later than 11:00 A.M., New York time on the
third (3rd) Business Day immediately preceding each Payment Date, a copy of a
Remittance Report in the form of Exhibit C hereto. Such report shall be in
respect of the related Collection Period on a Mortgage Loan-by-Mortgage Loan
basis to the extent applicable.
(b) The Master Servicer shall prepare and deliver to the
Indenture Trustee a copy of the Collection Account reconciliation report for the
preceding Collection Period in a form agreed to by the Master Servicer and the
Indenture Trustee on or prior to the twentieth (20th) day of each calendar
month.
(c) The Master Servicer shall use its best efforts to
implement (in substitution of the Remittance Report) reporting in the CSSA
Standard Information Package on or before the earlier of (i) November 25, 1999
or two (2) full months after Southern Pacific Bank is terminated as the Primary
Servicer.
(d) The Master Servicer shall prepare and distribute all
information statements relating to payments on the Mortgage Loans in accordance
with all applicable federal and state Laws.
(e) The Master Servicer shall provide the Indenture Trustee
with any reasonable information needed by the Indenture Trustee which is
consistent with Accepted Master Servicing Practices with respect to the Mortgage
Loans in order to allow the Indenture Trustee to comply with its obligations
under this Servicing Agreement and shall provide the Special Servicer with any
reasonable information needed by the Special Servicer which is consistent with
Accepted Special Servicing Practices with respect to Specially Serviced Mortgage
Loans and REO Mortgage Loans in order to allow the Special Servicer to comply
with its obligations hereunder pursuant to Article VI and the Special Servicer
shall provide such information for Specially-Serviced Mortgage Loans.
(f) The Master Servicer for non-Specially Serviced Mortgage
Loans, and the Special Servicer for Specially Serviced Mortgage Loans, shall
proceed diligently to collect all reports and other information required to be
prepared and delivered by each Mortgagor pursuant to the terms of the related
Mortgage Loan Documents (including, but not limited to, rent rolls) and shall
forward copies of such information to the Indenture Trustee (and to the Special
Servicer) periodically as such information is received or as otherwise
reasonably directed by the Indenture Trustee.
Section 4.10 Confirmation of Balloon Payment.
The Master Servicer shall send a letter by first class mail to
each Mortgagor on a Balloon Mortgage Loan no earlier than six (6) months and at
least three (3) months prior to the related Loan Maturity Date reminding such
Mortgagor of such Loan Maturity Date and requesting that not later than sixty
(60) days prior to such Loan Maturity Date such Mortgagor confirm in writing
that the payment due on such Loan Maturity Date will be made on such date and
describe in reasonable detail any arrangements made or to be made with regard to
the payment of such Balloon Payment.
Section 4.11 Master Servicer Compensation.
The Master Servicer shall be entitled to compensation for
services rendered by it hereunder on each Remittance Date from amounts on
deposit in the Collection Account in an amount equal to the Master Servicer Fee,
to the extent permitted by Section 4.03 hereof. The Master Servicer shall also
be entitled to receive as additional servicing compensation (i) all investment
income earned on amounts on deposit in any Mortgagor escrow accounts or reserve
accounts (to the extent consistent with applicable Law and the related Mortgage
Loan Documents) and the Collection Account, (ii) all amounts collected with
respect to the Mortgage Loans (other than Specially Serviced Mortgage Loans) in
the nature of late payment charges (to the extent not used to pay interest on
Advances) , late fees (to the extent not used to pay interest on Advances), NSF
check charges including with respect to Specially Serviced Mortgage Loans,
extension fees, modification fees, assumption fees, default interest (to the
extent not used to pay interest on Advances) and similar fees and charges, and
(iii) any Prepayment Interest Excess (to the extent not offset against any
Prepayment Interest Shortfall in accordance with Section 4.12) relating to
non-Specially Serviced Mortgage Loans.
Section 4.12 Adjustment of Master Servicer's
Compensation.
If a Mortgage Loan is prepaid in full or in part during any
Collection Period, any related Prepayment Interest Shortfalls shall be offset to
the extent of any Prepayment Interest Excesses collected during such Collection
Period. If the Prepayment Interest Shortfalls relating to non-Specially Serviced
Mortgage Loans for any Collection Period exceed the sum of any Prepayment
Interest Excesses relating to Mortgage Loans collected during such Collection
Period, such resulting net shortfall shall be offset by a corresponding amount
(in no event to exceed the Master Servicer Fee) from the Master Servicer Fee for
the related Remittance Date. The Master Servicer shall be entitled to any excess
of the Prepayment Interest Excesses over the Prepayment Interest Shortfall for
any Collection Period as additional servicing compensation.
Section 4.13 Implementation of Operations and
Maintenance Plans.
To the extent an operations and maintenance plan is required
to be established and executed pursuant to the terms of the related Mortgage
Loan Documents, the Master Servicer shall use reasonable efforts to enforce any
such plans in accordance with the terms of the Mortgage Loan Document.
ARTICLE V
[RESERVED]
ARTICLE VI
OBLIGATIONS OF THE SPECIAL SERVICER
Section 6.01 The Special Servicer.
The Special Servicer, as an independent contract servicer,
shall service and administer the Specially Serviced Mortgage Loans and REO
Properties on behalf of and in the best interests of and for the benefit of the
Bondholders in accordance with this Servicing Agreement and Accepted Special
Servicing Practices. In the event that a Mortgage Loan becomes a Specially
Serviced Mortgage Loan, subject to the provisions contained in this Article VI,
the Master Servicer shall continue to collect all Monthly Payments called for
under the terms and provisions of the Mortgage Loan in accordance with Section
4.02, except as otherwise directed by the Special Servicer and agreed to by the
Master Servicer in writing.
Section 6.02 Transfer to Special Servicing.
(a) The Master Servicer shall notify the Special Servicer as
promptly as practicable by telephone, facsimile or in an electronic format
reasonably acceptable to the Special Servicer after it becomes aware of the
occurrence of a Servicing Transfer Event.
(b) Unless the Master Servicer and the Special Servicer with
respect to a Mortgage Loan are the same Person, promptly after the occurrence of
a Servicing Transfer Event, the Master Servicer shall send a letter by first
class mail (with a copy to the Special Servicer) notifying the related Mortgagor
that the related Mortgage Loan has become a Specially Serviced Mortgage Loan and
instructing such Mortgagor to direct all future notices and communications to
the Special Servicer but to continue making Monthly Payments pursuant to the
terms of the related Mortgage Loan Documents, as may have been modified after
the Closing Date, to the Master Servicer unless otherwise directed by the
Special Servicer in writing and agreed to by the Master Servicer.
(c) Not later than five (5) Business Days after the occurrence
of a Servicing Transfer Event, the Master Servicer shall use its best efforts to
provide the Special Servicer with copies of all information, documents and
records (including records stored electronically on computer tapes, magnetic
disks and the like) in its possession relating to each Mortgage Loan with
respect to which notice is required to be delivered pursuant to clause (a)
above. The Master Servicer and the Special Servicer shall take all other actions
necessary or appropriate to effect a transfer of servicing pursuant to this
Section 6.02 or Section 6.10, including but not limited to the preparation,
execution and delivery of any and all necessary or appropriate documents and
other instruments, and will cooperate fully with each other in effecting such
transfer as promptly as possible. Servicing of a Mortgage Loan shall be
automatically transferred to the Special Servicer on the Servicing Transfer
Date.
(d) Following the related Servicing Transfer Date, the Master
Servicer shall not have any further dealings or communications with the related
Mortgagor except as administrator of the Collection Account and any escrow,
impound or reserve accounts. The Master Servicer shall maintain up-to-date
information on each Mortgage Loan which becomes a Specially Serviced Mortgage
Loan in order to properly administer the Collection Account and any escrow,
impound or reserve accounts, to enable it to resume all servicing obligations
with respect to a Mortgage Loan which becomes a Corrected Mortgage Loan as
promptly as possible pursuant to Section 6.10, and to provide any reports
required under Article IV. The Special Servicer shall promptly, on the dates
designated by the Master Servicer, provide to the Master Servicer, in such
format reasonably requested by the Master Servicer, including data sent
electronically for the CSSA Standard Information Package, all information
available to the Special Servicer and not available to the Master Servicer
necessary to maintain such up-to-date information.
(e) Promptly after the Servicing Transfer Date, the Special
Servicer (unless the Master Servicer and Special Servicer with respect to a
Mortgage Loan are the same Person) shall send a letter by first class mail
hereto notifying the related Mortgagor that servicing has been transferred to
the Special Servicer.
(f) Following the occurrence of a Servicing Transfer Event
with respect to any Mortgage Loan, the Special Servicer shall service the
related Specially Serviced Mortgage Loan or REO Property in accordance with this
Servicing Agreement and Accepted Special Servicing Practices.
Section 6.03 Servicing of Specially Serviced
Mortgage Loans.
(a) Following the occurrence of a Servicing Transfer Event,
the Special Servicer shall request from the Indenture Trustee the name of the
current Directing Bondholder. The Indenture Trustee shall notify the Special
Servicer of the identity of the current Directing Bondholder upon request. Upon
receipt of the name of such current Directing Bondholder from the Indenture
Trustee, the Special Servicer shall notify the Directing Bondholder of the
occurrence of such Servicing Transfer Event. Servicing Officers of the Special
Servicer shall, at the request of the Directing Bondholder, be reasonably
available during regular business hours to discuss with such Bondholder
objectives and strategies with respect to the Specially Serviced Mortgage Loans
and REO Properties.
(b) Subject to Section 6.03(c) below and Accepted Special
Servicing Practices, in servicing and administering any Specially Serviced
Mortgage Loan or REO Property, the Special Servicer shall have full power and
authority to do any and all things in connection with such servicing and
administration that it may deem in its best judgment necessary or advisable
including, without limitation, to execute and deliver on behalf of the Indenture
Trustee and the Bondholders any and all instruments of satisfaction or
cancellation or of partial release or full release or discharge and all other
comparable instruments with respect to such Specially Serviced Mortgage Loan or
such REO Mortgage Loan or to agree to any modification, waiver or amendment of
any term and to defer, reduce or forgive payment of interest and/or principal of
any such Specially Serviced Mortgage Loan. The Special Servicer may not extend
the scheduled Loan Maturity Date of any Specially Serviced Mortgage Loan to a
date later than three years prior to the Stated Maturity Date (or, with respect
to any Mortgage Loan secured in whole or in part by a Mortgaged Property which
is a leasehold, beyond a date which is later than ten (10) years prior to the
expiration of the term of the related ground lease). Notwithstanding the
foregoing, the Special Servicer may not permit any such modification with
respect to a Balloon Mortgage Loan if such modification results in the extension
of such Loan Maturity Date beyond the amortization term of such Balloon Mortgage
Loan absent the related Balloon Payment. The Special Servicer may from time to
time request in writing any powers of attorney and other documents necessary or
appropriate to enable the Special Servicer to carry out its servicing and
administrative duties hereunder. If it shall make such written request, the
Special Servicer shall prepare for signature by the Indenture Trustee, and the
Indenture Trustee shall sign any such powers of attorney or other documents
necessary or appropriate to carry out such duties hereunder; provided, however,
that the Indenture Trustee shall not be held liable for any misuse of any such
power of attorney by the Special Servicer. In addition to the duties and
obligations set forth in this Article VI, the Special Servicer shall assume the
rights and obligations of the Master Servicer set forth in (i) Section 4.07 of
this Servicing Agreement with respect to any Specially Serviced Mortgage Loan
(but not any liabilities incurred by the Master Servicer prior to the related
Servicing Transfer Date) and (ii) Section 4.06 with respect to REO Properties.
Any insurance required to be maintained by the Special Servicer with respect to
REO Properties pursuant to this Section and Section 4.06 shall be maintained
with Qualified Insurers.
(c) No later than sixty (60) days after a Servicing Transfer
Date for a Mortgage Loan, the Special Servicer shall deliver to the Indenture
Trustee, the Master Servicer, each Rating Agency and the Directing Bondholder an
Asset Strategy Report, with respect to such Mortgage Loan and the related
Mortgaged Property. Such Asset Strategy Report shall set forth the following
information to the extent reasonably determinable:
(i) summary of the status of such Specially Serviced
Mortgage Loan and any negotiations with the related Mortgagor;
(ii) consideration of alternatives to the exercise of
remedies (such as forbearance relief, modification of the terms and
conditions of such Mortgage Loan, disposition of the Specially Serviced
Mortgage Loan or the related Mortgaged Property and application of the
proceeds of such disposition to the outstanding principal balance of
such Mortgage Loan and interest thereon, or abandonment of the related
Mortgaged Property);
(iii) a discussion of the probable time frames and
estimated amount of any related Property Protection Advances applicable
to each of the alternatives referred to above;
(iv) a discussion of the legal and environmental
considerations reasonably known to the Special Servicer, consistent
with the Accepted Special Servicing Practices, that are applicable to
the exercise of remedies as aforesaid and to the enforcement of any
related guaranties or other collateral for the related Mortgage Loan
and a recommendation as to whether outside environmental legal counsel
should be retained;
(v) estimated budgets for any operating or capital funds
expected to be required for the related Mortgaged Property;
(vi) the most current rent roll available for and any
strategy for the leasing or releasing of the related Mortgaged
Property;
(vii) the Special Servicer's analysis and recommendations
(which will include a discussion of alternative courses of action and a
comparison of the probable benefits and detriments of each alternative
course of action) on how such Specially Serviced Mortgage Loan might be
returned to performing status and returned to the Master Servicer for
regular servicing under Article IV of this Servicing Agreement or
otherwise realized upon; and
(viii) such other information as the Special Servicer deems
relevant in light of the Accepted Special Servicing Practices.
If within ten (10) Business Days of receiving an Asset
Strategy Report, the Directing Bondholder does not disapprove such Asset
Strategy Report in writing, the Special Servicer shall implement the recommended
action as outlined in such Asset Strategy Report; provided, however, that the
Special Servicer is required to implement the recommended action as outlined in
such Asset Strategy Report if it makes the affirmative determination that not
taking such action would result in a violation of the Accepted Special Servicing
Practices; and provided, further, however, that notwithstanding anything herein
to the contrary, the Special Servicer may not take, and shall not be required to
take, any action that is contrary to applicable Law, Accepted Special Servicing
Practices or the terms of the applicable Mortgage Loan Documents. If the
Directing Bondholder disapproves such Asset Strategy Report within ten (10)
Business Days of receipt, the Special Servicer will revise such Asset Strategy
Report and deliver to the Indenture Trustee, the Directing Bondholder, the
Master Servicer and the Rating Agencies a new Asset Strategy Report as soon as
practicable. The Special Servicer shall revise such Asset Strategy Report as
described above in this Section 6.03(c) until the Directing Bondholder shall
fail to disapprove such revised Asset Strategy Report in writing within ten (10)
Business Days of receiving such revised Asset Strategy Report; provided,
however, that the Special Servicer shall not be under any obligation to perform
any actions or delay implementation of the action outlined in the Asset Strategy
Report or revise such Asset Strategy Report to take any actions which are not
consistent with Accepted Special Services Practices, applicable Laws or the
terms of the related Mortgage Loan Documents. The Special Servicer may, from
time to time, modify any Asset Strategy Report it has previously delivered and
implement actions outlined in such modified Asset Strategy Report, provided such
report shall have been prepared, reviewed and not rejected pursuant to the terms
of this Section and the Rating Agencies shall have been provided with a copy of
any such modification. Notwithstanding the foregoing, the Special Servicer (i)
may following the occurrence of an extraordinary event with respect to the
related Mortgaged Property, take any action set forth in such Asset Strategy
Report before the expiration of a ten (10) Business Day period if the Special
Servicer has reasonably determined that failure to take such action would
materially and adversely affect the interests of the Bondholders and it has made
a reasonable effort to contact the Directing Bondholder and (ii) in any case,
shall determine whether such disapproval is not in the best interest of all the
Bondholders pursuant to Accepted Special Servicing Practices. Upon making such
determination, the Special Servicer shall either implement the Asset Strategy
Report or notify the Indenture Trustee of such rejection and deliver to the
Indenture Trustee a proposed notice to Bondholders which shall include the Asset
Strategy Report, and the Indenture Trustee shall send such notice to all
Bondholders (or, to the extent known to the Indenture Trustee, Bond Owners). If
the majority of such Bondholders (including Bond Owners), as determined by Bond
Balance, fail to reject such Asset Strategy Report within five (5) days of the
Indenture Trustee's sending such notice, the Special Servicer shall implement
the same. If the Asset Strategy Report is rejected by the Bondholders, the
Special Servicer shall revise such Asset Strategy Report as described above in
this Section 6.03(c). The Indenture Trustee shall be entitled to be reimbursed
by the Issuer for the reasonable expenses of providing such notices.
(d) The Special Servicer shall have the authority to meet with
the Mortgagor for any Specially Serviced Mortgage Loan and take such actions
consistent with Accepted Special Servicing Practices and the related Asset
Strategy Report. The Special Servicer shall not take any action inconsistent
with the related Asset Strategy Report.
(e) The Special Servicer shall have the right to determine, in
accordance with Accepted Special Servicing Practices, the advisability of the
maintenance of an action to obtain a deficiency judgment if the state in which
an REO Property is located and the terms of the related Mortgage Loan permit
such an action.
(f) Upon request of any Bondholder (or any Bond Owner, if
applicable, which shall have provided the Indenture Trustee with evidence
satisfactory to the Special Servicer and the Indenture Trustee of its interest
in a Bond or any Rating Agency, the Indenture Trustee shall mail, without
charge, to the address specified in such request a copy of the most current
Asset Strategy Report for any Specially Serviced Mortgage Loan or REO Property
in its possession, unless (i) such distribution is limited or prohibited by
confidentiality or other restrictions imposed by Law, or (ii) the Indenture
Trustee determines, in its reasonable judgment, that delivery of such Asset
Strategy Report would not be in the best interest of the Bondholders.
Section 6.04 Title to REO Property;
Management of REO Property.
(a) If title to any REO Property is acquired, the deed or
certificate of sale shall be issued to the Issuer on behalf of the Bondholders.
The Special Servicer, on behalf of the Bondholders and, subject to the lien of
the Indenture, the Issuer, shall sell any REO Property prior to the close of the
third calendar year following the year in which the Issuer acquires ownership of
such REO Property, within the meaning of Treasury Regulations Section
1.856-6(b)(1), for purposes of Section 856(e) of the Code, unless an extension
of time is granted to the Special Servicer sell such REO Property by the IRS. If
the Special Servicer is granted such an extension, the Special Servicer shall
sell such REO Property within such longer period as is permitted by such
extension. The Special Servicer shall sell such REO Property in accordance with
Accepted Special Servicing Practices and in the same manner as would a prudent
mortgage loan servicer and asset manager who acquired a mortgaged property
comparable to the REO Property under the same circumstances. Any expense
incurred by the Special Servicer in connection with its being granted an
extension shall be an expense of the Issuer payable out of the REO Account
pursuant to Section 6.06.
(b) The Special Servicer shall not acquire any personal
property for the Issuer pursuant to Sections 6.04 or 6.06 of this Servicing
Agreement unless such personal property is incident to real property (within the
meaning of Section 856(e)(1) of the Code) so acquired by the Special Servicer.
(c) If title to any REO Property is acquired, the Special
Servicer shall manage, conserve, protect, operate and lease such REO Property
for the benefit of the Bondholders, and subject to the lien of the Indenture,
the Issuer solely for the purpose of its timely disposition and sale in a manner
that does not cause such REO Property to fail to qualify as "foreclosure
property" within the meaning of Section 856(e) of the Code. Subject to the
foregoing, however, the Special Servicer shall have full power and authority to
do any and all things in connection therewith as are in the best interests of
and for the benefit of the Bondholders and the Issuer (as a collective whole)
(as determined by the Special Servicer in its good faith and reasonable
judgment) and, to the extent consistent with the foregoing, in the same manner
as would prudent mortgage loan servicers and asset managers operating acquired
mortgaged property comparable to the REO Property under the same circumstances.
To the extent that amounts on deposit in the REO Account in
respect of any REO Property are insufficient for the purposes set forth in this
Section 6.04(c) with respect to such REO Property, the Special Servicer shall
(i) inform the Master Servicer of any need for the Master Servicer to make a
Property Protection Advance at least five (5) Business Days prior to the time of
preferred or required payment of the underlying expense (absent an emergency
requiring immediate action), (ii) (at the time of the Special Servicer's
request) provide such information and data as reasonably required by the Master
Servicer in order to make such Property Protection Advance, (iii) (at the time
of the Special Servicer's request) provide the Master Servicer with an Officer's
Certificate identifying the expenses, the related Mortgagor and the Mortgage
Loan, and indicating that such Property Protection Advance, if made, would not
in its view based upon the Special Servicer's investigation be a Nonrecoverable
Advance; provided, however, in lieu of complying with (i) above, the Special
Servicer may pay certain Property Protection Expenses not to exceed a total of
$1,500 per month for each Mortgaged Property and submit same for payment to the
Master Servicer on each Determination Date in compliance with (ii) (without a
request) above and (iii) above. Upon its receipt of such monthly request
complying with the terms of this paragraph, Master Servicer shall reimburse the
Special Servicer for its payment of such expenses, plus accrued interest thereon
at the Advance Rate from the date of payment of such Property Protection Expense
to and including the date reimbursed by the Master Servicer, and thereafter the
Master Servicer shall be reimbursed for such Advance plus accrued interest
thereon at the Advance Rate from the time that the Special Servicer paid such
Property Protection Expenses through the date of reimbursement.
If the Master Servicer fails to make a Property Protection
Advance when required to do so, the Indenture Trustee shall make such Property
Protection Advance, and if the Indenture Trustee shall fail to make such
Property Protection Advance, the Fiscal Agent shall do so, provided that, in
each such case, such obligation will be subject to the provisions of this
Agreement concerning Nonrecoverable Advances. The making of such Advance by the
Fiscal Agent shall cure any default of the Indenture Trustee caused by the
Indenture Trustee's failure to make such Advance. The making of such Advance by
the Indenture Trustee or the Fiscal Agent shall not cure any default caused by
the Master Servicer's failure to make such Advance.
Without limiting the generality of the foregoing, the Special
Servicer shall not:
(i) permit the Issuer to enter into, renew or extend any
New Lease with respect to any REO Property, if the New Lease by its
terms will give rise to any income that does not constitute Rents from
Real Property;
(ii) permit any amount to be received or accrued under any
New Lease other than amounts that will constitute Rents from Real
Property;
(iii) authorize or permit any construction on any REO
Property, other than the completion of a building or other improvement
thereon, and then only if more than 10% of the construction of such
building or other improvement was completed before default on the
related Mortgage Loan became imminent, all within the meaning of
Section 856(e)(4)(B) of the Code; or
(iv) Directly Operate, or allow any other Person, other
than an Independent Contractor, to Directly Operate, any REO Property
on any date more than 90 days after its acquisition;
unless, in any such case, the Special Servicer has obtained an Opinion of
Counsel (the cost of which shall be paid by the Special Servicer or the Issuer)
to the effect that such action will not cause such REO Property to fail to
qualify as "foreclosure property" within the meaning of Section 856(e) of the
Code at any time that it is held by the Issuer, in which case the Special
Servicer may take such actions as are specified in such Opinion of Counsel.
(d) The Special Servicer shall contract with an Independent
Contractor for the operation and management of any REO Property within ninety
(90) days of the acquisition date thereof, provided that:
(i) the terms and conditions of any such contract may not
be inconsistent herewith and shall reflect an agreement reached at
arm's length;
(ii) the fees of such Independent Contractor (which shall
be an expense of the Issuer) shall be reasonable and customary taking
into consideration the nature and locality of the Mortgaged Property;
(iii) any such contract shall require, or shall be
administered to require, that the Independent Contractor (A) pay all
costs and expenses incurred in connection with the operation and
management of such REO Property and (B) remit all related revenues
collected (net of its fees and such costs and expenses) to the Special
Servicer upon receipt;
(iv) none of the provisions of this Section 6.04(d)
relating to any such contract or to actions taken through any such
Independent Contractor shall be deemed to relieve the Special Servicer
of any of its duties and obligations hereunder with respect to the
operation and management of any such REO Property; and
(v) the Special Servicer shall be obligated with respect
thereto to the same extent as if it alone were performing all duties
and obligations in connection with the operation and management of such
REO Property.
The Special Servicer shall be entitled to enter into any
agreement with any Independent Contractor performing services for it related to
its duties and obligations hereunder for indemnification of the Special Servicer
by such Independent Contractor, and nothing in this Servicing Agreement shall be
deemed to limit or modify such indemnification.
Section 6.05 Sale of REO Property and Specially
Serviced Mortgage Loans.
Subject to terms of the related Asset Strategy Report, to the
extent the conditions, procedures or requirements set forth therein are more
restrictive or exacting than those set forth below, each Special Servicer agrees
as follows:
(a) The Special Servicer may offer to sell to any Person any
Defaulted Mortgage Loan or any REO Property, if and when the Special Servicer
determines, consistent with Accepted Special Servicing Practices that such a
sale would be in the best economic interests of the Bondholders. The Special
Servicer shall give the Indenture Trustee and the Master Servicer not less than
five (5) Business Days' prior written notice of the Purchase Price and its
intention to (i) purchase any Defaulted Mortgage Loan or REO Property at the
Purchase Price therefor, or (ii) sell any Defaulted Mortgage Loan or REO
Property, in which case the Special Servicer shall accept the highest offer
received from any Person for any Defaulted Mortgage Loan or any REO Property in
an amount at least equal to the Purchase Price therefor. The Special Servicer
may purchase a Defaulted Loan at the Purchase Price if it has received no offer
(of at least three offers) at least equal to the Purchase Price.
In the absence of any such offer, the Special Servicer shall
accept the highest offer received from any Person that is determined by the
Special Servicer to be a fair price for such Defaulted Mortgage Loan or REO
Property, if the highest offeror is a Person other than the Special Servicer or
an Affiliate thereof, or if such price is determined to be such a price by the
Indenture Trustee, if the highest offeror is the Special Servicer or an
Affiliate thereof. Notwithstanding anything to the contrary herein, neither the
Indenture Trustee nor the Fiscal Agent, each in its individual capacity, nor any
of its Affiliates may make an offer for or purchase any Defaulted Mortgage Loan
or any REO Property pursuant hereto.
The Special Servicer shall not be obligated by either of the
foregoing paragraphs or otherwise to accept the highest offer if the Special
Servicer determines, in accordance with Accepted Special Servicing Practices,
that rejection of such offer would be in the best interests of the Bondholders.
In addition, the Special Servicer may accept a lower offer if it determines, in
accordance with Accepted Special Servicing Practices, that acceptance of such
offer would be in the best interests of the Bondholders (for example, if the
prospective buyer making the lower offer is more likely to perform its
obligations, or the terms offered by the prospective buyer making the lower
offer are more favorable) except that the offeror shall not be the Special
Servicer or an Affiliate thereof.
(b) In determining whether any offer received from an
Interested Person represents a fair price for any Defaulted Mortgage Loan or any
REO Property, the Indenture Trustee and the Special Servicer may conclusively
rely on the opinion of an Independent appraiser or other Independent expert in
real estate matters retained by the Indenture Trustee or the Special Servicer,
as applicable, at the expense of the Issuer. In determining whether any offer
constitutes a fair price for any Defaulted Mortgage Loan or any REO Property,
the Special Servicer or the Indenture Trustee (or, if applicable, such
appraiser) shall take into account, and any appraiser or other expert in real
estate matters shall be instructed to take into account, as applicable, among
other factors, the period and amount of any delinquency on the affected
Defaulted Mortgage Loan, the physical condition of the related Mortgaged
Property or such REO Property and the state of the local economy.
(c) Subject to Accepted Special Servicing Practices, the
Special Servicer shall act on behalf of the Issuer in negotiating and taking any
other action necessary or appropriate in connection with the sale of any
Defaulted Mortgage Loan or REO Property, including the collection of all amounts
payable in connection therewith. Any sale of a Defaulted Mortgage Loan or any
REO Property shall be without recourse to, or representation or warranty by, the
Indenture Trustee, the Fiscal Agent, the Issuer, the Mortgage Loan Seller, any
Servicer, or the Issuer (except that any contract of sale and assignment and
conveyance documents may contain customary warranties of title, so long as the
only recourse for breach thereof is to the Issuer) and, if consummated in
accordance with the terms of this Servicing Agreement, none of the Servicers,
the Issuer, the Mortgage Loan Seller, the Fiscal Agent, nor the Indenture
Trustee shall have any liability to the Issuer or any Bondholder with respect to
the purchase price therefor accepted by the Special Servicer or the Indenture
Trustee.
(d) The proceeds of any sale after deduction of the expenses
of such sale incurred in connection therewith shall be promptly deposited into
the Collection Account.
Section 6.06 REO Account; Collection of REO
Proceeds.
(a) The Special Servicer shall establish or cause to be
established, and hereby agrees to maintain or cause to be maintained for the
duration of this Servicing Agreement for each REO Mortgage Loan, an REO Account
into which all related REO Proceeds shall be deposited as and when received.
Each of the Special Servicer's REO Accounts shall be an Eligible Account. The
Special Servicer shall keep and maintain separate records, on an REO
Property-by-REO Property basis, for the purpose of accounting for all deposits
to, and withdrawals from, the REO Account pursuant to Section 6.08(c).
(b) All funds deposited by the Special Servicer in any REO
Account maintained hereunder shall be held for the benefit of the Bondholders
until disbursed or withdrawn in accordance herewith. Funds in such REO Account
shall not be commingled with any other moneys. The Special Servicer shall,
within five (5) Business Days of the establishment thereof, notify the Master
Servicer and the Indenture Trustee in writing of the location and the account
number of the REO Account established by the Special Servicer for the Mortgage
Loans and shall give the Indenture Trustee and the Master Servicer written
notice of any change of such location or account number on or prior to the date
of such change.
(c) Funds in an REO Account may be invested by, at the risk
of, and for the benefit of, the Special Servicer in Permitted Investments which
shall not be sold or disposed of prior to maturity. All such Permitted
Investments shall be registered in the name of the Special Servicer (in its
capacity as such and for the benefit of the Bondholders) or its nominee. All
income therefrom shall be the property of the Special Servicer. In addition, if
the amounts in any REO Account are invested for the benefit of the Special
Servicer, the Special Servicer shall deposit on each Determination Date into
such REO Account out of its own funds an amount representing any net losses
realized on the Permitted Investments with respect to funds in such REO Account
for such Collection Period.
(d) The Special Servicer shall deposit or cause to be
deposited any REO Proceeds into the applicable REO Account within one (1)
Business Day after receipt. The Special Servicer shall withdraw therefrom funds
necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property. By 1:00 p.m. New York time, one (1) Business
Day after each Determination Date, the Special Servicer shall remit to the
Master Servicer for deposit into the Collection Account on a monthly basis prior
to the related Remittance Date the REO Proceeds collected with respect to the
related REO Property, net of withdrawals made by the Special Servicer pursuant
to this Section 6.06(d); provided, that for the purpose of determining the
amount of any such remittance, the Special Servicer may retain in such REO
Account, in accordance with Accepted Special Servicing Practices, such portion
of such balance as may be necessary to maintain a reasonable reserve for
Property Protection Expenses.
(e) Except as expressly permitted or required hereunder, the
Special Servicer shall not sell, transfer or assign to any Person any interest
(including any security interest) in amounts credited or to be credited to any
REO Account or take any action towards that end, and shall maintain such amounts
free of all liens, claims and encumbrances of any nature.
Section 6.07 Remittances to Master Servicer.
Any collections received by the Special Servicer in respect of
a Mortgage Loan, other than REO Proceeds, shall be remitted to the Master
Servicer within one (1) Business Day of receipt for deposit into the Collection
Account established and maintained by the Master Servicer for the duration of
this Servicing Agreement pursuant to Section 4.02 of this Servicing Agreement.
Section 6.08 Specially Serviced Mortgage Loan
Status Reports and Other Reports.
(a) The Special Servicer shall prepare, or cause to be
prepared, and deliver to the Master Servicer, the Indenture Trustee and the
Rating Agencies, via facsimile (with a hard copy sent on the same day by
first-class mail and in electronic format reasonably acceptable to the Master
Servicer, the Rating Agencies and the Indenture Trustee and consistent with
Accepted Special Servicing Practices) not later than the first (1st) Business
Day after each Determination Date, a copy of a Specially Serviced Mortgage Loan
and REO Property status report in a form agreed to by and acceptable to the
Master Servicer and the Indenture Trustee (the "Specially Serviced Mortgage Loan
Status Report"), with respect to each Specially Serviced Mortgage Loan and REO
Mortgage Loan, respectively. In addition, upon the occurrence of an Appraisal
Reduction Event or Liquidation Event from which an Appraisal Reduction Amount or
Realized Loss has resulted, the Special Servicer shall prepare, or cause to be
prepared, and deliver to the Master Servicer, the Indenture Trustee and each
Rating Agency, via facsimile (with a hard copy sent on the same day by
first-class mail or in electronic format reasonably acceptable to the Master
Servicer and consistent with Accepted Special Servicing Practices) not later
than the first (1st) Business Day after each Determination Date, an Officers'
Certificate setting forth (i) the event which gave rise to such Appraisal
Reduction Amount or Realized Loss and (ii) the amount of such Appraisal
Reduction Amount or Realized Loss.
(b) On or prior to the twentieth (20th) day of each calendar
month the Special Servicer shall validate and deliver to the Master Servicer a
copy of the bank statement for the prior calendar month related to each REO
Account and an REO Account reconciliation report in the form mutually agreed to
by the Master Servicer and Indenture Trustee showing for the preceding calendar
month (or since the related Servicing Transfer Date, in the case of the first of
such reports), the aggregate of deposits into and withdrawals from such funds or
accounts in accordance with this Servicing Agreement.
(c) When and as necessary, the Special Servicer shall send to
the Indenture Trustee and the Master Servicer a statement prepared by the
Special Servicer setting forth the amount of net income or net loss, as
determined for federal income tax purposes, resulting from the operation and
management of a trade or business on, the furnishing or rendering of a
non-customary service to the tenants of, or the receipt of any other amount not
constituting Rents from Real Property in respect of, any REO Property in
accordance with Section 6.04(c).
(d) The Special Servicer shall report to the IRS and the
related Mortgagor, in the manner required by applicable Law, the information
required to be reported regarding any Mortgaged Property which is abandoned or
foreclosed and the Special Servicer shall report, via IRS Form 1099C, all
forgiveness of indebtedness. The Special Servicer shall deliver a copy of any
such report to the Indenture Trustee.
(e) Upon prior request of a Rating Agency or written request
of the Master Servicer, the Indenture Trustee or the Issuer, the Special
Servicer shall prepare such other reports as may be reasonably requested in
writing thereby. The Special Servicer shall be entitled to charge a reasonable
fee reflecting the internal and external costs to the Special Servicer of
preparing such other reports (except that no charges will be assessed for costs
of such reports requested by a Rating Agency) and such fee shall be an expense
of the Special Servicer relating to managing a REO Property.
Section 6.09 Environmental Considerations.
(a) The Special Servicer shall not obtain title for the Issuer
to a Mortgaged Property as a result or in lieu of foreclosure or otherwise, nor
shall the Special Servicer otherwise acquire possession of, or take other action
with respect to, any Mortgaged Property, if, as a result of any such action, the
Issuer, the Owner Trustee, the Indenture Trustee, the Master Servicer, the
Special Servicer or the Bondholders would be considered to hold title to, to be
a "mortgagee-in-possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from time to time,
or any applicable comparable federal, state or local Law, or a "discharger" or
"responsible party" thereunder, unless the Special Servicer has also previously
determined, in accordance with Accepted Special Servicing Practices, based on a
"Phase I", and, if applicable, a "Phase II" environmental site assessment report
(which report will be paid as an expense of the Issuer) prepared by a Person who
regularly conducts environmental audits as determined by such Special Servicer
in a manner consistent with Accepted Special Servicing Practices, that:
(i) such Mortgaged Property is in compliance with
applicable Environmental Laws or, if not, that taking such actions as
are necessary to bring the Mortgaged Property in compliance therewith
is reasonably likely to produce a greater recovery on a net present
value basis, after taking into account any risks associated therewith,
than not taking such actions; and
(ii) there are no circumstances present on such Mortgaged
Property relating to the use, management, storage or disposal of any
Hazardous Materials for which investigation, testing, monitoring,
containment, clean-up or remediation could be required under any
Environmental Law, or that, if any such Hazardous Materials are present
for which such action could be required, taking such actions with
respect to the affected Mortgaged Property is reasonably likely to
produce a greater recovery on a net present value basis, after taking
into account any risks associated therewith, than not taking such
actions.
(b) If the Special Servicer determines, pursuant to subsection
(a) above, that taking such actions as are necessary to bring any such Mortgaged
Property into compliance with applicable Environmental Laws, or taking such
actions with respect to the containment, clean-up, removal or remediation of
Hazardous Materials affecting any such Mortgaged Property, is not reasonably
likely to produce a greater recovery on a net present value basis, after taking
into account any risks associated therewith, than not taking such actions, the
Special Servicer shall notify the Directing Bondholder, Indenture Trustee and
the Master Servicer of such determination and recommend such action as it deems
in good faith to be in the best economic interests of the Bondholders. If within
ten (10) Business Days of receiving such recommendation, the Directing
Bondholder does not disapprove such recommendation in writing the Special
Servicer shall implement the recommended action. If the Directing Bondholder
disapproves such recommendation, the Special Servicer will revise such
recommendation and deliver to the Indenture Trustee, the Directing Bondholder
and the Master Servicer a new recommendation as soon as practicable. The Special
Servicer shall revise such recommendation as described above in this Section
6.09(b) until the Directing Bondholder shall fail to disapprove such revised
recommendation in writing within ten (10) Business Days of receiving such
revised recommendation. Notwithstanding the foregoing, the Special Servicer (i)
may, following the occurrence of an extraordinary event with respect to the
related Mortgaged Property, take any action it has recommended before the
expiration of a ten (10) Business Day period if the Special Servicer has
reasonably determined that failure to take such action would materially and
adversely affect the interest of the Bondholders and it has made a reasonable
effort to contact the Directing Bondholder and (ii) in any case, shall determine
whether such disapproval is not in the best interest of all the Bondholders
pursuant to Accepted Special Servicing Practices. Upon making such
determination, the Special Servicer shall either implement its recommendations
or notify the Indenture Trustee of such rejection and deliver to the Indenture
Trustee a proposed notice to Bondholders, which shall include the Special
Servicer's recommendation, and the Indenture Trustee shall send such notice to
all Bondholders (or, to the extent known to the Indenture Trustee, Bond Owners).
If the majority of such Bondholders (including Bond Owners), as determined by
Bond Balance, fail within five (5) Business Days of the Indenture Trustee's
sending such notice to reject such recommendation, the Special Servicer shall
implement the same. If such recommendation is rejected by a majority of the
Bondholders (by Bond Balance), the Special Servicer shall not take any action so
recommended.
(c) Notwithstanding the foregoing, the Special Servicer shall
not take any action pursuant to this Section 6.09 except in connection with the
implementation of an Asset Strategy Report pursuant to Section 6.03(c).
Section 6.10 Corrected Mortgage Loans.
(a) Upon determining that a Specially Serviced Mortgage Loan
(other than an REO Mortgage Loan) has become a Corrected Mortgage Loan (taking
into account any grace periods permitted by the terms of the related Mortgage
Loan Documents and provided no additional Servicing Transfer Event is
foreseeable in the reasonable judgment of the Special Servicer, and that no
other Servicing Transfer Event is continuing with respect thereto, the Special
Servicer shall immediately give notice thereof, to the Master Servicer and the
Indenture Trustee.
(b) Unless the Master Servicer and the Special Servicer with
respect to a Mortgage Loan are the same Person, not later than two (2) Business
Days after notice has been given pursuant to subsection (a) above, the Special
Servicer shall send a letter by first class mail, with a copy to the Master
Servicer, notifying the related Mortgagor that such Mortgage Loan has ceased
being a Specially Serviced Mortgage Loan and instructing such Mortgagor to
direct all future notices and communications to the Master Servicer.
(c) In the event that a Specially Serviced Mortgage Loan
ceases to be such pursuant to this Section 6.10, not later than five (5)
Business Days after notice has been given in (a) above, the Special Servicer
shall use its best efforts to provide the Master Servicer with copies of all
information, documents and records (including records stored electronically on
computer tapes, magnetic disks and the like) in its possession relating to such
Mortgage Loan. Upon receipt of such notice and all information, documents and
records by the Master Servicer pursuant to this Section 6.10, such Corrected
Mortgage Loan shall cease to be a Specially Serviced Mortgage Loan, the Special
Servicer's obligation to service such Mortgage Loan shall terminate, and all
duties and obligations of the Master Servicer with respect to such Mortgage Loan
to the extent set forth herein previously undertaken by the Special Servicer
shall be resumed by the Master Servicer.
Section 6.11 Removal of Special Servicer.
The Special Servicer may be removed without cause at any time
by the Directing Bondholder. Such determination shall be evidenced by written
notice to the Indenture Trustee and each Servicer from the Directing Bondholder.
The Special Servicer shall not be removed until a successor shall have been
appointed and shall be in the position to assume such obligations hereunder. The
Special Servicer shall cooperate in good faith with the successor Special
Servicer to minimize the number and severity of disruptions to the servicing of
the Specially Serviced Mortgage Loans as a result of such removal. No successor
Special Servicer shall be appointed until the Indenture Trustee receives written
confirmation from each of the Rating Agencies that such appointment will not
result in an Adverse Rating Event.
Section 6.12 Special Servicer Compensation.
The Special Servicer shall be entitled to reasonable
compensation for services rendered by it hereunder, payable on each Remittance
Date from amounts in the Collection Account, in an amount equal to the Special
Servicing Fee, with respect to each Specially Serviced Mortgage Loan. The
Special Servicer will also be entitled to receive, in addition to the Special
Servicing Fee, the Disposition Fee with respect to any Specially Serviced
Mortgage Loan or REO Property that is sold, transferred or otherwise liquidated.
The Special Servicer will also be entitled to retain as additional servicing
compensation (i) all investment income earned on amounts on deposit in any REO
Account, (ii) all additional servicing compensation in the form of a Workout Fee
with respect to each Corrected Mortgage Loan at the Workout Fee Rate on such
Mortgage Loan for so long as it remains a Corrected Mortgage Loan. The Workout
Fee with respect to any Corrected Mortgage Loan will cease to be payable if such
loan again becomes a Specially Serviced Mortgage Loan; provided that a new
Workout Fee will become payable if and when such Mortgage Loan again becomes a
Corrected Mortgage Loan. If the Special Servicer is terminated (other than for
cause) or resigns, it shall retain the right to receive any and all Workout Fees
payable with respect to Mortgage Loans that became Corrected Mortgage Loans
during the period that it acted as Special Servicer and were Corrected Mortgage
Loans at the time of such termination (and the successor Special Servicer shall
not be entitled to any portion of such Workout Fees), in each case until the
Workout Fee for any such Mortgage Loan ceases to be payable in accordance with
the terms hereof, and all late payment charges (to the extent not used to pay
interest on Advances), late fees (to the extent not used to pay interest on
Advances) and fees relating to assumptions, substitutions, modifications,
extensions, and like actions collected with respect to the Specially Serviced
Mortgage Loans (other than NSF check charges and default interest to the extent
not used to pay interest on Advances).
Section 6.13 Appraisal Reduction Estimate,
Special Servicer's Appraisal
Reduction Estimate and MAI
Appraisal.
If no MAI Appraisal of a Mortgaged Property has been obtained
within twelve (12) months prior to the first Payment Date on or after which an
Appraisal Reduction Event has occurred with respect to the related Mortgage
Loan, the Special Servicer shall prepare a Special Servicer's Appraisal
Reduction Estimate with respect to such Mortgaged Property, which shall be used
to determine the Appraisal Reduction Amount with respect to the related Mortgage
Loan. Within sixty (60) days after the Special Servicer receives notice or is
otherwise aware of an Appraisal Reduction Event, and provided that no MAI
Appraisal less than twelve (12) months old exists with respect to the Mortgaged
Property securing the Mortgage Loan with respect to which the Appraisal
Reduction Event occurred, the Special Servicer shall obtain a MAI Appraisal of
such Mortgaged Property, the cost of which shall be paid by the Master Servicer
as a Property Protection Advance. On the first Payment Date occurring on or
after the delivery of such MAI Appraisal, the Special Servicer shall adjust the
related Appraisal Reduction Amount to take into account the conclusions of such
MAI Appraisal (regardless of whether the MAI Appraisal is higher or lower than
the Special Servicer's Appraisal Reduction Estimate). Annual updates of such MAI
Appraisal will be obtained during the continuance of an Appraisal Reduction
Event within thirty (30) days of the anniversary of the related Appraisal
Reduction Event, and the related Appraisal Reduction Amount shall be adjusted
accordingly. The cost of such annual updated MAI Appraisals shall be paid by the
Master Servicer as a Property Protection Advance. Upon payment in full or
liquidation of any Mortgage Loan for which an Appraisal Reduction Amount has
been determined, the related Appraisal Reduction Amount shall be eliminated.
ARTICLE VII
OBLIGATIONS OF THE INDENTURE TRUSTEE AND
THE FISCAL AGENT; REPORTS
Section 7.01 [Reserved].
Section 7.02 Distribution of Reports to the
Indenture Trustee and the Issuer;
Advances.
(a) Three (3) Business Days prior to each Payment Date, the
Master Servicer shall furnish a written statement to each of the Rating Agencies
(provided, that such statement shall not be required to be delivered in written
form to the Rating Agencies if the Master Servicer has provided the Rating
Agencies access to such statements through its website at xxx.xxxxx.xxx) and the
Indenture Trustee (and an electronic data file reasonably satisfactory to the
Master Servicer and the Indenture Trustee) setting forth the amounts available
for deposit into the Payment Account, and the amounts of any Advances required
to be made by the Master Servicer in connection with the related Payment Date.
The determination by the Master Servicer of such amounts shall, in the absence
of obvious error, be presumptively deemed to be correct for all purposes
hereunder, and the Indenture Trustee shall be protected in relying upon the same
without any independent check or verification. The Indenture Trustee shall have
no responsibility for reviewing or confirming any decision made with respect to
an Advance by the Master Servicer. The Master Servicer shall promptly upon
request provide to the Indenture Trustee such information as the Master Servicer
may have to substantiate its determination of the need for an Advance.
(b) The Indenture Trustee shall notify the Master Servicer by
telephone if as of 3:00 P.M. New York City time on any Remittance Date, the
Indenture Trustee has not received the full amount of any P&I Advance required
to be made pursuant to Section 4.05 of this Servicing Agreement. If as of 5:00
P.M., New York City time, on any Remittance Date, the Master Servicer shall not
have made the P&I Advance required to have been made pursuant to Section 4.05 of
this Servicing Agreement, the Indenture Trustee shall immediately notify the
Fiscal Agent by telephone (and promptly confirm such notice in writing
transmitted via telecopier), and the Indenture Trustee shall no later than 1:00
P.M., New York City time, on the related Payment Date, deposit into the Payment
Account in immediately available funds an amount equal to any required P&I
Advances not made by the Master Servicer. If the Indenture Trustee fails to make
any P&I Advance required to be made under Section 4.05 of this Servicing
Agreement by the time required to do so, the Fiscal Agent shall make such P&I
Advance not later than 2:00 P.M. New York City time, on such Payment Date. The
making of such Advance by the Fiscal Agent will cure any default of the
Indenture Trustee caused by the Indenture Trustee's failure to make such
Advance. The making of such Advance by the Indenture Trustee or the Fiscal Agent
shall not cure any default caused by the Master Servicer's failure to make such
Advance. Notwithstanding anything in this Section 7.02 to the contrary, neither
the Indenture Trustee nor the Fiscal Agent shall be required to make Non
recoverable Advances.
The Indenture Trustee shall deposit all funds it receives from
the Master Servicer as a P&I Advance pursuant to this Section 7.02 into the
Payment Account.
(c) The Master Servicer shall notify the Indenture Trustee and
the Fiscal Agent in writing promptly upon, and in any event within one (1)
Business Day after, becoming aware that it will be unable to make any Property
Protection Advance (other than a Nonrecoverable Advance) required to be made
pursuant to the terms of this Servicing Agreement, and in connection therewith,
shall set forth in such notice the amount of such Property Protection Advance,
the Person to whom it should be paid, and the circumstances and purpose of such
Property Protection Advance, and shall set forth therein information and
instructions for the payment of such Property Protection Advance, and, on the
date specified in such notice for the payment of such Property Protection
Advance, or, if the date for payment has passed or if no such date is specified,
then within five (5) Business Days following its receipt of such notice, the
Indenture Trustee shall pay the amount of such Property Protection Advance in
accordance with such information and instructions. If the Indenture Trustee
fails to make any Property Protection Advance required to be made under this
Section 7.02(c), the Fiscal Agent, shall make such Advance on the same day the
Indenture Trustee was required to make such Property Protection Advance. The
making of such Advance by the Fiscal Agent shall cure any default of the
Indenture Trustee caused by the Indenture Trustee's failure to make such
Advance. The making of such Advance by the Indenture Trustee or the Fiscal Agent
shall not cure any default caused by the Master Servicer's failure to make such
Advance.
(d) Notwithstanding anything herein to the contrary, the
Indenture Trustee and the Fiscal Agent shall not be required to make a
Nonrecoverable Advance, and shall not be required to make a P&I Advance with
respect to a Balloon Payment. The Indenture Trustee (or the Fiscal Agent, as
applicable) shall be entitled to interest on any Advance made with respect to a
Mortgage Loan. Such interest shall accrue at the Advance Rate from the date on
which such Advance was made to and including any Business Day on which the
Indenture Trustee or Fiscal Agent is reimbursed for such Advance pursuant to
this Agreement. Notwithstanding any other provisions contained herein to the
contrary, the Fiscal Agent and then the Indenture Trustee shall be reimbursed
for any Advances, together with interest thereon at the Advance Rate, prior to
the reimbursement of the Servicers for Advances.
Section 7.03 The Fiscal Agent.
(a) The Indenture Trustee hereby appoints the Fiscal Agent as
the initial fiscal agent hereunder for the purposes of exercising and performing
the obligations and duties imposed upon the Fiscal Agent hereunder. The Fiscal
Agent undertakes only to make Advances as specifically set forth hereunder.
(b) No provision of this Servicing Agreement shall be
construed to relieve the Fiscal Agent from liability for its own negligence, bad
faith, willful misfeasance or for a breach of a representation or warranty
contained herein; provided, however, that (i) the duties and obligations of the
Fiscal Agent shall be determined solely by the express provisions of this
Servicing Agreement, the Fiscal Agent shall not be liable except for the
performance of such duties and obligations, no implied covenants or obligations
shall be read into this Servicing Agreement against the Fiscal Agent and, in the
absence of bad faith on the part of the Fiscal Agent, the Fiscal Agent may
conclusively rely, as to the truth and correctness of the statements or
conclusions expressed therein, upon any resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Fiscal Agent by the Mortgage Loan Seller, the Issuer, the Depositor, the Owner
Trustee, the Master Servicer, the Special Servicer or the Indenture Trustee and
which on their face do not contradict the requirements of this Servicing
Agreement, and (ii) the Fiscal Agent shall not be liable for an error of
judgment made in good faith by a Responsible Officer or Responsible Officers,
unless it shall be proved that the Fiscal Agent was negligent in ascertaining
the pertinent facts.
(c) The Fiscal Agent hereby represents and warrants to the
Issuer, the Master Servicer and the Special Servicer and for the benefit of the
Bondholders, as of the Closing Date, that:
(i) The Fiscal Agent is a foreign banking corporation, duly
organized, validly existing and in good standing under the Laws
governing its creation;
(ii) The execution and delivery of this Indenture and the
Servicing Agreement by the Fiscal Agent, and the performance and
compliance with the terms of the Indenture or the Servicing Agreement
by the Fiscal Agent, will not violate the Fiscal Agent's charter and
by-laws or constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in
the breach of, any material agreement or other instrument to which it
is a party or which is applicable to it or any of its assets;
(iii) The Fiscal Agent has the full power and authority to
enter into and consummate all transactions contemplated by this
Indenture and the Servicing Agreement, and has duly authorized the
execution, delivery and performance of this Servicing Agreement and has
duly executed and delivered this Servicing Agreement;
(iv) This Servicing Agreement, assuming due authorization,
execution and delivery by each of the other parties hereto, constitute
valid, legal and binding obligations of the Fiscal Agent, enforceable
against the Fiscal Agent in accordance with the terms hereof and
thereof, subject to (a) applicable bankruptcy, insolvency,
reorganization, moratorium and other Laws affecting the enforcement of
creditors' rights generally and the rights of creditors of foreign
banking corporations specifically and (b) general principles of equity,
regardless of whether such enforcement is considered in a proceeding in
equity or at Law;
(v) The Fiscal Agent is not in violation of, and its
execution and delivery of this Servicing Agreement and its performance
and compliance with the terms of this Servicing Agreement will not
constitute a violation of, any Law, any order or decree of any court or
arbiter, or any order, regulation or demand of any federal, state or
local governmental or regulatory authority, which violation, in the
Fiscal Agent's good faith and reasonable judgment, is likely to affect
materially and adversely the ability of the Fiscal Agent to perform its
obligations under this Servicing Agreement;
(vi) No litigation is pending or, to the best of the Fiscal
Agent's knowledge, threatened against the Fiscal Agent which would
prohibit the Fiscal Agent from entering into this Servicing Agreement,
or, in the Fiscal Agent's good faith and reasonable judgment, is likely
to materially and adversely affect the ability of the Fiscal Agent to
perform its obligations under this Servicing Agreement; and
(vii) No consent, approval, authorization or order of any
court or governmental agency or body is required for the execution,
delivery and performance by the Fiscal Agent, or compliance by the
Fiscal Agent with, this Servicing Agreement or the consummation of the
transactions, with respect to the Fiscal Agent, contemplated by this
Servicing Agreement, except for any consent, approval, authorization or
order which has not been obtained or cannot be obtained prior to the
actual performance by the Fiscal Agent of its obligations under this
Servicing Agreement, and which, if not obtained would not have a
materially adverse effect on the ability of the Fiscal Agent to perform
its obligations hereunder.
ARTICLE VIII
THE ISSUER
Section 8.01 Liability of the Issuer.
The Issuer shall be liable in accordance herewith only to the
extent of the obligations specifically imposed upon and undertaken by the Issuer
herein.
Section 8.02 Limitation on Liability of the
Issuer and Others.
Neither the Issuer nor any of its directors, officers,
trustees, managers, members, employees or agents shall be under any liability to
the Bondholders for any action taken or for refraining from the taking of any
action in good faith pursuant to this Servicing Agreement, or for errors in
judgment; provided, however, that this provision shall not protect the Issuer or
any such Person against any breach of warranties or representations made herein,
or against any liability which would otherwise be imposed by reason of
misfeasance, bad faith or gross negligence in the performance of duties. The
Issuer and any director, officer, trustees, manager, member, employee or agent
thereof may rely in good faith on any document of any kind which, prima facie,
is properly executed and submitted by any Person respecting any matters arising
hereunder. The Issuer shall not be under any obligation to appear in, prosecute
or defend any legal claim or action unless such action is related to its
respective duties under this Servicing Agreement and in its opinion does not
involve it in any expense or liability.
ARTICLE IX
DEFAULT
Section 9.01 Events of Default.
"Servicer Event of Default", wherever used herein, means with
respect to any Servicer any one of the following events:
(i) with respect to the Master Servicer, failure to deposit
in the Collection Account when due or remit when due to the Indenture
Trustee for deposit into the Payment Account any amount required to be
deposited, advanced or remitted under the terms of this Servicing
Agreement (whether or not the Indenture Trustee or the Fiscal Agent
makes an Advance); with respect to the Special Servicer, failure to
remit to the Master Servicer, as required hereunder, any amount
required to be advanced or remitted under the terms of this Servicing
Agreement within one (1) Business Day of the date required pursuant to
the terms of this Servicing Agreement; in the event the Indenture
Trustee or the Fiscal Agent makes a required Advance (which is not a
Nonrecoverable Advance), such Servicer Event of Default shall occur
immediately upon the making of such Advance by the Indenture Trustee or
the Fiscal Agent; or
(ii) any failure on the part of such Servicer duly to
observe or perform in any respect any other of the covenants or
agreements on the part of such Servicer contained in this Servicing
Agreement which materially and adversely affects the interests of the
Bondholders and which continues unremedied for a period of thirty (30)
days after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to such Servicer by the
Issuer or the Indenture Trustee, or to such Servicer (with a copy to
the Issuer, the Indenture Trustee, and the other Servicer) by the
Holders of Bonds entitled to at least 25% of the Voting Rights of any
Class affected thereby; or
(iii) any breach of the representations and warranties
contained in Section 2.03(b) which materially and adversely affects the
interests of the Bondholders and which continues unremedied for a
period of thirty (30) days after the date on which notice of such
breach, requiring the same to be remedied, shall have been given to
such Servicer by the Issuer or the Indenture Trustee or to such
Servicer (with a copy to the Issuer, the Indenture Trustee and the
other Servicer) by the Holders of Bonds entitled to at least 25% of the
Voting Rights of any Class affected thereby; or
(iv) 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 appointing a conservator or receiver or liquidator in
any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against such
Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of sixty (60) days; or
(v) such Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshalling of assets and liabilities, or similar proceedings
of, or relating to, such Servicer of, or relating to, all or
substantially all of the property of such Servicer; or
(vi) such Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of, or commence a voluntary case under, any applicable
insolvency or reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its
obligations; or
(vii) if at any time such Servicer is not an "approved
servicer" as determined by the Rating Agencies or any notice from DCR
with respect to such Servicer that if such Servicer were to remain in
such capacity, a qualification, withdrawal or downgrade of any rating
on the Bonds would result.
In each and every such case, so long as a Servicer Event of
Default shall not have been remedied, the Indenture Trustee may, and at the
written direction of the Holders of Bonds entitled to at least 25% of all of the
Voting Rights, the Indenture Trustee shall, by notice in writing to such
Servicer, with a copy of such notice to the Issuer, subject to Section 13.09,
terminate all of the rights and obligations of such Servicer as such Servicer
under this Servicing Agreement and in and to the Mortgage Loans and the proceeds
thereof. From and after the receipt by such Servicer of such written notice, all
authority and power of such Servicer under this Servicing Agreement shall pass
to and be vested in the Master Servicer (or, if such Servicer is the Master
Servicer, the Indenture Trustee) pursuant to and under this Section, and,
without limitation, the Master Servicer or the Indenture Trustee as the case may
be, is hereby authorized and empowered to execute and deliver, on behalf of and
at the expense of the such Servicer, as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. Each Servicer agrees
promptly (and in any event no later than ten (10) Business Days subsequent to
such notice) to provide the Indenture Trustee or another successor Servicer
designated by the Indenture Trustee with all documents and records requested by
it to enable it to assume such Servicer's functions hereunder, and to cooperate
with the Indenture Trustee in effecting the termination of such Servicer's
responsibilities and rights. Any cost or expenses, including costs and expenses
incurred by the Indenture Trustee, in connection with any actions to be taken by
a Servicer that is being terminated pursuant to this Section 9.01 shall be borne
by the Servicer that is being terminated and to the extent not paid by the
Servicer that is being terminated, such expense shall be borne by the Issuer and
shall not be an expense of any successor Servicer. For purposes of this Section
9.01, the Indenture Trustee shall not be deemed to have knowledge of an Event of
Default unless a Responsible Officer of the Indenture Trustee has actual
knowledge thereof, or unless notice of any event which is in fact such an Event
of Default is received by a Responsible Officer of the Indenture Trustee and
such notice references the Bonds, the Issuer or this Servicing Agreement.
Section 9.02 Indenture Trustee to Act;
Appointment of Successor.
On and after the time a Servicer receives a notice of
termination pursuant to Section 9.01, the Master Servicer (or if such Servicer
is the Master Servicer, the Indenture Trustee) shall be the successor in all
respects to such Servicer under this Servicing Agreement and the transactions
set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto and arising thereafter
placed on such Servicer by the terms and provisions hereof; provided, however,
that the appointment of such successor Servicer shall not result in an Adverse
Rating Event as confirmed in writing by the Rating Agencies; provided, further,
that any failure to perform such duties or responsibilities caused by such
terminated Servicer's failure to provide information or monies required by this
Servicing Agreement shall not be considered a default by the successor Servicer
hereunder. The successor Servicer shall not be liable for any of the
representations and warranties of such terminated Servicer or for any losses
incurred by such terminated Servicer hereunder nor shall the successor Servicer
be required to purchase any Mortgage Loan hereunder. As compensation therefor,
the successor Servicer shall be entitled to the same servicing fees and all
funds relating to the Mortgage Loans which such terminated Servicer would have
been entitled to if such terminated Servicer had continued to act hereunder.
Notwithstanding the above, the successor Servicer may, if it shall be unwilling
to so act, or shall, if it is unable to so act, or if the Holders of Bonds
entitled to at least 25% of all of the Voting Rights so request in writing to
the Indenture Trustee, provided no direction inconsistent with the following has
been given to the Indenture Trustee during a sixty (60) day period following
such request by Holders of Bonds representing at least 25% of the Voting Rights
of such Bonds, shall promptly appoint, or petition a court of competent
jurisdiction for the appointment of, a loan servicing institution with (a) a net
worth at the time of such appointment of at least $15,000,000 and (b) whose
appointment will not result in an Adverse Rating Event by any Rating Agency as
confirmed in writing, to act as a successor to such Servicer pursuant to Section
13.09 of this Servicing Agreement. Pending appointment of a successor to such
terminated Servicer hereunder, the Master Servicer or the Indenture Trustee, as
applicable, shall act in such capacity as herein above provided. The Indenture
Trustee and any such successor may agree upon the servicing compensation to be
paid, which in no event may be greater than the compensation payable to the
applicable Servicer under this Servicing Agreement.
Section 9.03 Notification to Bondholders.
(a) Upon any such termination pursuant to Section 9.01 above,
any appointment of a successor to the Master Servicer pursuant to Section 9.02,
or any appointment of a successor Special Servicer pursuant to Section 13.09,
the Indenture Trustee shall give prompt written notice thereof to Bondholders
and each Rating Agency at their respective addresses appearing in the Bond
Register.
(b) Not later than five (5) Business Days after a Responsible
Officer of the Indenture Trustee becomes aware of any event which constitutes
or, with notice or lapse of time or both, would constitute a Servicer Event of
Default, the Indenture Trustee shall transmit by mail to the Issuer and all
Bondholders notice of such occurrence, unless such default shall have been cured
or waived.
Section 9.04 Waiver of Servicer Events of
Default.
The Holders representing at least 66-2/3% of the Voting Rights
(exclusive of any Bonds owned by either the Servicer or an Affiliate thereof)
evidenced by all Classes of Bonds affected by any Servicer Event of Default
hereunder may waive such Servicer Event of Default; provided, however, that a
Servicer Event of Default under clause (i) or clause (vii) of Section 9.01 may
be waived only by all of the Bondholders. Upon any such waiver of a Servicer
Event of Default, and payment to the Indenture Trustee of all costs and expenses
the Indenture Trustee incurred in connection with such Servicer Event of Default
prior to such waiver, such Servicer Event of Default shall cease to exist and
shall be deemed to have been remedied for every purpose hereunder, except that
no Servicer Event of Default under Section 9.01(i) and (vii) shall be deemed so
waived or cured unless and until the Indenture Trustee and the Fiscal Agent has
been reimbursed in full for all Advances, together with interest thereon at the
Advance Rate, which it may have made hereunder. The Indenture Trustee shall be
entitled to reimbursement from the Issuer for any costs and expenses incurred by
the Indenture Trustee or successor Servicer in connection with assuming the
duties of a Servicer following the occurrence of a Servicer Event of Default if
following the termination of such Servicer pursuant to this Servicing Agreement,
the Bondholders elect to waive such Servicer Event of Default and reinstate the
terminated Servicer. No such waiver shall extend to any subsequent or other
Servicer Event of Default or impair any right consequent thereon except to the
extent expressly so waived. Notwithstanding any other provisions of this
Servicing Agreement, for purposes of waiving any Servicer Event of Default
pursuant to this Section 9.04, Bonds registered in the name of the Issuer or any
Affiliate of the Issuer shall be entitled to Voting Rights with respect to the
matters described above.
Section 9.05 Additional Remedies of Indenture
Trustee Upon a Servicer Event of
Default.
During the continuance of any Servicer Event of Default, so
long as such Servicer Event of Default shall not have been remedied, the
Indenture Trustee, in addition to the rights specified in Sections 9.01 and
9.02, shall have the right, in its own name and as trustee of an express trust,
to take all actions now or hereafter existing at law, in equity or by statute to
enforce its rights and remedies and to protect the interests, and enforce the
rights and remedies, of the Bondholders (including the institution and
prosecution of all judicial, administrative and other proceedings and the
filings of proofs of claim and debt in connection therewith). Except as
otherwise expressly provided in this Servicing Agreement, no remedy provided for
by this Servicing Agreement shall be exclusive of any other remedy, and each and
every remedy shall be cumulative and in addition to any other remedy, and no
delay or omission to exercise any right or remedy shall impair any such right or
remedy or shall be deemed to be a waiver of any Servicer Event of Default.
ARTICLE X
RESERVED
ARTICLE XI
MONITORING BONDHOLDER; DIRECTING BONDHOLDER
Section 11.01 Monitoring Bondholders and
Directing Bondholder.
(a) Each Monitoring Bondholder is hereby deemed to have agreed
by virtue of its purchase of a Bond to provide its name and address to the
Indenture Trustee and to notify the Indenture Trustee of the transfer of any
Bond of a Monitoring Class, the selection of a Directing Bondholder or the
resignation or removal thereof. The Directing Bondholder is hereby deemed to
have agreed by virtue of its purchase of a Bond to notify the Indenture Trustee
when such Bondholder is appointed Directing Bondholder and when it is removed or
resigns. Notwithstanding any other provisions contained herein, the Indenture
Trustee shall be required to give any notice, direction or information with
respect to any Monitoring Bondholder or Directing Bondholder only to the extent
a Responsible Officer of the Indenture Trustee received the relevant
information, as set forth in this Section 11.01(a).
(b) Within thirty (30) days of the Closing Date, the Indenture
Trustee shall notify the Monitoring Bondholders that they may select a Directing
Bondholder for purposes of Sections 6.03 and 6.11 of this Servicing Agreement.
Such notice shall set forth the process established by the Indenture Trustee in
order to select a Directing Bondholder; provided, that, absent written notice by
such holder to the contrary, the holder of more than 50% of the Bonds held by
the Monitoring Bondholders shall be deemed to be the Directing Bondholder and
the Indenture Trustee may conclusively rely thereon.
(c) A "Monitoring Class" as of any time of determination shall
be the Class or Classes of Bonds which are the most subordinate Bonds
Outstanding with an aggregate Bond Principal Amount equal to at least 20% of the
initial Bond Principal Amount of such Class of Bonds (which Bond Principal
Amount will be reduced for this purpose by the amount of any Realized Losses or
Appraisal Reduction Amounts notionally allocated to such Class, if applicable).
(d) Once a Directing Bondholder has been selected pursuant to
clause (b) above, each of the Servicer, the Issuer, the Indenture Trustee and
each other Bondholder (or Bond Owner, if applicable) shall be entitled to rely
on such selection unless a majority of the Monitoring Bondholders, by Bond
Balance, or such Directing Bondholder shall have notified the Indenture Trustee
and each other Monitoring Bondholder, in writing, of the resignation of such
Directing Bondholder or the selection of a new Directing Bondholder. Upon the
resignation of a Directing Bondholder, the Indenture Trustee shall request the
Monitoring Bondholders to select a new Directing Bondholder.
(e) Within two (2) Business Days (or as soon thereafter as
practicable if Monitoring Bonds are held as Book-Entry Bonds) of receiving a
request from the Special Servicer pursuant to Section 6.03(a) the Indenture
Trustee shall deliver to the Special Servicer and the Master Servicer a list of
each Monitoring Bondholder and the Directing Bondholder including names and
addresses. In addition to the foregoing, within two (2) Business Days of
receiving notice of the selection of a new Directing Bondholder or the existence
of a new Monitoring Bondholder, the Indenture Trustee shall notify the Special
Servicer.
(f) If at any time a Book-Entry Bond belongs to a Monitoring
Class, the Indenture Trustee shall notify the related Bondholders (through the
Depository, unless the Indenture Trustee shall have been previously provided
with the name and address of the related Bond Owner) of such event and shall
request that it be informed of any change in the identity of the related Bond
Owner from time to time.
(g) Until it receives notice to the contrary each of the
Servicers and the Indenture Trustee shall be entitled to rely on the most recent
notification with respect to the identity of the Monitoring Bondholders and the
Directing Bondholder.
Section 11.02 Powers of Attorney.
The Indenture Trustee shall execute and deliver any powers of
attorney prepared and delivered to it by each Servicer pursuant to Sections
4.01(b) and 6.03(b). Each Servicer hereby agrees to indemnify and hold harmless
the Indenture Trustee for all liabilities, costs and expenses incurred by the
Indenture Trustee in connection with the negligent or willful misuse of any such
power of attorney by such Servicer.
ARTICLE XII
TERMINATION
Section 12.01 Termination Upon Liquidation of
All Mortgage Loans.
(a) The respective obligations and responsibilities under this
Servicing Agreement of the Issuer, the Master Servicer, the Special Servicer,
the Indenture Trustee and the Fiscal Agent shall terminate upon the earlier of
(i) payment to the Indenture Trustee of all amounts held by or on behalf of the
Master Servicer or Special Servicer and required hereunder to be so paid on the
first Remittance Date following the end of the calendar month in which occurs
the final payment or other liquidation of the last Mortgage Loan or REO Property
subject hereto and (ii) satisfaction and discharge of the Indenture and receipt
by each of the Fiscal Agent, the Indenture Trustee, the Master Servicer and the
Special Servicer of all amounts then payable or reimbursable thereto hereunder.
(b) Subject to the receipt thereby of all amounts then payable
or reimbursable thereto hereunder, each of the Master Servicer and the Special
Servicer acknowledges and agrees that, upon the satisfaction and discharge of
the Indenture as described in clause (ii) above, it shall promptly (and in any
event no later than ten (10) Business Days) following its receipt of notice of
such satisfaction and discharge from the Indenture Trustee provide the Issuer
with all documents and records in its possession and shall cooperate with the
Issuer or its designee in effecting the termination of the Master Servicer's or
Special Servicer's, as the case may be, responsibilities and rights with respect
to the Mortgage Loans, including, without limitation, the transfer within three
(3) Business Days to the Issuer of all cash amounts which shall at the time be
or should have been credited by the Master Servicer to the Collection Account or
by the Special Servicer to the REO Account or the Collection Account or
thereafter be received by or on behalf of it with respect to any Mortgage Loan
or REO Property. Any costs or expenses in connection with any actions to be
taken by the Master Servicer or Special Servicer pursuant to this paragraph
shall be borne by the Master Servicer or Special Servicer, as the case may be.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
Section 13.01 Amendment.
(a) This Servicing Agreement may be amended from time to time
by the Issuer, the Master Servicer, the Special Servicer, the Indenture Trustee,
and the Fiscal Agent without the consent of any of the Bondholders:
(i) to cure any ambiguity;
(ii) to correct, modify, supplement or add any provisions
herein which may be inconsistent with any other provisions herein;
(iii) to make any other provisions with respect to matters
or questions arising hereunder which shall not be inconsistent with the
provisions hereof, or
(iv) to comply with any requirements imposed by the Code;
provided that such amendment will not (as evidenced by an Opinion of
Counsel to such effect) adversely affect in any material respect the
interests of any holder of Bonds;
provided that such action shall not, as evidenced by an Opinion of Counsel
delivered to the Indenture Trustee, adversely affect in any material respect the
interests of any Bondholder.
(b) This Servicing Agreement may also be amended from time to
time by the Issuer, the Master Servicer, the Special Servicer, the Indenture
Trustee and the Fiscal Agent with the consent of the Holders of Bonds affected
thereby entitled to more than 50% of the Voting Rights for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Servicing Agreement or of modifying in any manner the rights of the
Holders of Bonds; provided, however, that no such amendment shall
(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 any Bond without the consent of the Holder of such Bond;
(ii) adversely affect in any material respect the interests
of the Holders of any Class of Bonds in a manner other than as
described in (i) without the consent of the Holders of all Bonds of
such Class;
(iii) reduce the aforesaid percentages of Bonds the Holders
of which are required to consent to any such amendment without the
consent of the Holders of all Bonds then outstanding including any such
Bonds owned by any Affiliate of the Issuer.
Notwithstanding any other provision of this Servicing
Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 13.01, Bonds registered in the name of the Issuer, the Depositor,
the Master Servicer, the Special Servicer or any Affiliate of the Issuer, the
Depositor, the Master Servicer or the Special Servicer shall not be entitled to
Voting Rights with respect to matters described in clauses (i) and (ii) of this
paragraph affecting such Bonds.
(c) Promptly after the execution of any such amendment, the
Indenture Trustee shall furnish a statement describing the amendment to each
Bondholder and each Underwriter and a copy of such amendment to each Rating
Agency.
(d) It shall not be necessary for the consent of Bondholders
under this Section 13.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Bondholders shall be subject to such
reasonable regulations as the Indenture Trustee may prescribe.
(e) The Indenture Trustee and the Fiscal Agent may but shall
not be obligated to enter into any amendment pursuant to this Section that
affects its rights, duties and immunities under this Servicing Agreement or
otherwise.
(f) The cost of any Opinion of Counsel to be delivered
pursuant to Section 13.01(a) or (g) shall be borne by the Person seeking the
related amendment.
(g) Prior to the execution of any amendment to this Servicing
Agreement, the Issuer, the Master Servicer, the Special Servicer, the Indenture
Trustee and the Fiscal Agent shall be entitled to receive and rely upon an
Opinion of Counsel, at the expense of the party requesting such amendment,
stating that the execution of such amendment is authorized or permitted by this
Servicing Agreement.
Section 13.02 Recordation of the Servicing
Agreement; Counterparts.
(a) To the extent permitted by applicable Law, this Servicing
Agreement is subject to recordation in all appropriate public offices for real
property records in all the counties or other comparable jurisdictions in which
any or all of the properties subject to the Mortgages are situated, and in any
other appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Issuer on direction by the
Indenture Trustee, but only upon direction accompanied by an Opinion of Counsel
obtained at the expense of the Issuer to the effect that such recordation
materially and beneficially affects the interests of the Bondholders; provided,
however, that the Indenture Trustee shall have no obligation or responsibility
to determine whether any such recordation of this Servicing Agreement is
required.
(b) For the purpose of facilitating the recordation of this
Servicing Agreement as herein provided and for other purposes, this Servicing
Agreement may be executed simultaneously in any number of counterparts, each of
which counterparts shall be deemed to be an original, and such counterparts
shall constitute but one and the same instrument.
Section 13.03 Governing Law.
This Servicing Agreement shall be construed in accordance with
the substantive Laws of the State of New York (without regard to conflicts of
law principles) and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such Laws.
Section 13.04 Notices.
Any communications provided for or permitted hereunder shall
be in writing and, unless otherwise expressly provided herein, shall be deemed
to have been duly given if (a) personally delivered, (b) mailed by registered
mail, postage prepaid, return receipt requested, and received by the addressee,
(c) sent by express courier delivery service and received by the addressee, or
(d) transmitted by telex, telecopy, e-mail or telegraph and confirmed by a
writing delivered by means of (a), (b) or (c), to:
(i) in the case of the Issuer:
ICCMAC Multifamily and Commercial Trust 1999-1 c/o
Wilmington Trust Company, Owner Trustee Xxxxxx Square
North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx
00000 Attention: Corporate Trust Administration
Telephone No.: (000) 000-0000 Telecopy No.: (302)
651-8882;
(ii) in the case of the Master Servicer and Special
Servicer:
Xxxx Xxx Xxxxxxxx Xxxxxxx Xxxxxxx, XXX,
XX0-0000, 0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxx, XX
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000;
with a copy to:
Banc One Mortgage Capital Markets, LLC
0000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000;
(iii) in the case of the Indenture Trustee:
LaSalle National Bank
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Asset-Backed Securities Trust Services
Group,
Collateralized Mortgage Bonds, ICCMAC Multifamily
and Commercial Trust, 1999-1,
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000;
(iv) in the case of the Fiscal Agent:
ABN AMRO Bank N.V., c/o LaSalle National Bank 000
Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx
00000
Attention: Asset-Backed Securities Trust Services
Group,
Collateralized Mortgage Bonds, ICCMAC Multifamily
and Commercial Trust, 1999-1,
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000;
(v) in the case of the Mortgage Loan Seller:
Imperial Credit Commercial Mortgage Investment Corp.
00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx, Esq.
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000;
(vi) in the case of the Rating Agencies:
Standard & Poor's Rating Services, a division of
The XxXxxx-Xxxx Companies, Inc.
00 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Commercial Mortgage Surveillance Group
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000;
and concurrently to:
Duff & Xxxxxx Credit Rating Co.
00 X. Xxxxxx,
Xxxxxxx, Xxxxxxxx 00000
Attention: CMBS Monitoring
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000;
(vii) in the case of X.X. Xxxxxx Securities Inc.:
X.X. Xxxxxx Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
or as to each such Person, such other address as may hereafter be furnished by
such Person to the parties hereto in writing. Any communication required or
permitted to be delivered to a Bondholder shall be sent to the address of such
Holder as shown in the Bond Register.
Section 13.05 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or
terms of this Servicing Agreement shall be for any reason whatsoever held
invalid, then such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants, agreements, provisions or terms of this
Servicing Agreement and shall in no way affect the validity or enforceability of
the other provisions of this Servicing Agreement or of the Bonds or the rights
of the Holders thereof.
Section 13.06 Successors and Assigns.
The provisions of this Servicing Agreement shall be binding
upon and inure to the benefit of and be enforceable by each Servicer, the
Indenture Trustee, the Fiscal Agent and the respective successors and assigns
thereof and shall inure to the benefit of the Bondholders.
Section 13.07 [RESERVED]
Section 13.08 Notices and Information to Rating
Agencies.
(a) The Indenture Trustee shall use its best efforts promptly
to provide notice to the Rating Agencies with respect to each of the following
of which it has actual knowledge:
(i) any material change or amendment to this Servicing
Agreement;
(ii) the occurrence of any Servicer Event of Default;
(iii) the resignation or termination of the Master Servicer
or the Special Servicer;
(iv) the repurchase of Mortgage Loans pursuant to Section
2.02;
(v) the final payment to any Class of Bondholders; and
(vi) any change in the location of the Payment Account.
(b) The Master Servicer shall use its best efforts promptly to
provide notice to the Rating Agencies with respect to any determination by the
Master Servicer that an Advance with respect to a Mortgage Loan constitutes (or
would, if made, constitute) a Nonrecoverable Advance under this Servicing
Agreement.
(c) The Master Servicer shall make available on its website or
promptly furnish to the Rating Agencies copies of the following:
(i) each of its annual statements as to compliance
described in Section 3.07;
(ii) each of its annual independent public accountants'
servicing reports described in Section 3.08;
(iii) the most current rent rolls and financial statements
available from time to time with respect to any Mortgaged Property or
any Mortgagor;
(iv) each report and statement pursuant to Section 4.08;
(v) other information the Rating Agencies may reasonably
request consistent with the Master Servicer's servicing duties
hereunder;
(vi) notice of the resignation or termination of the
Indenture Trustee or the Fiscal Agent; and
(vii) the reports described in Section 4.09.
(d) All parties shall provide such information as each Rating
Agency may reasonably require, from time to time, through an electronic medium
and format reasonably acceptable to, and reasonably requested by, each Rating
Agency.
Section 13.09 Successor to a Servicer.
(a) Upon the termination of any Servicer's responsibilities
and duties pursuant to Section 3.11 or Section 9.01 hereof, the Indenture
Trustee shall either (i) succeed (as of the date of such succession) to and
assume all of such Servicer's responsibilities, rights, duties and obligations
under this Servicing Agreement, or (ii) appoint a successor that shall succeed
(as of the date of such succession) to all rights and assume all of the
responsibilities and duties of such Servicer under this Servicing Agreement. In
the event that any Servicer's duties and responsibilities under this Servicing
Agreement are terminated pursuant to the aforementioned Sections, such Servicer
shall discharge such duties and responsibilities during the period from the date
it acquires knowledge of such termination until the effective date thereof (if
such dates are not the same) with the same degree of diligence and prudence that
it is obligated to exercise under this Servicing Agreement, and shall take no
action whatsoever that might impair or prejudice the rights or financial
condition of its successor, or the other Servicer. The termination of a
Servicer's responsibilities and duties under this Servicing Agreement pursuant
to the aforementioned Sections shall not become effective until a successor
shall be appointed pursuant to this Section 13.09 (or until the Indenture
Trustee succeeds to and assumes all of such Servicer's responsibilities under
this Servicing Agreement) and shall in no event relieve such Servicer of the
covenants, representations and warranties made herein and the remedies available
under this Servicing Agreement. The provisions of Section 3.10 hereof shall be
applicable to each Servicer, to the extent of claims against the Servicer
arising out of the Servicer's actions or failure to act prior to termination,
notwithstanding any termination of such Servicer's responsibilities and duties
under this Servicing Agreement or the termination of this Servicing Agreement. A
successor Servicer shall not, by reason of its appointment or assumption of the
duties and responsibilities of another Servicer, assume any of the liabilities
of such Servicer.
(b) Any successor appointed as provided herein shall execute,
acknowledge and deliver to the Indenture Trustee and each Servicer, an
instrument accepting such appointment, whereupon such successor shall become
fully vested with all the rights, powers, duties, responsibilities and
obligations of the Servicer it is succeeding, with like effect as if originally
named as a party to this Servicing Agreement. Any resignation or termination of
a Servicer pursuant to Section 3.11 or Section 9.01 hereof shall not affect any
rights or claims that any Servicer may have with respect to or against the
Issuer or another Servicer, in any case arising prior to any such termination or
resignation. The appointment of a successor Servicer shall not be effective
until the Indenture Trustee shall have received written confirmation from each
Rating Agency that such appointment will not result in an Adverse Rating Event.
(c) Upon its termination or resignation, the terminated or
resigning Servicer shall immediately deliver to the successor the funds in any
account maintained by such Servicer pursuant to this Servicing Agreement (net of
all unpaid Servicing Fees payable to it, and, in the case of the Master
Servicer, unreimbursed Advances advanced by it and interest on such Advances at
the Advance Rate and, in the case of the Special Servicer, any additional fees
it is entitled to pursuant to Section 6.12), any Mortgage Loan Documents in such
Servicer's possession and related documents and statements held by it hereunder
and such Servicer shall account for all funds. Such Servicer shall execute and
deliver such instruments and do all such other things as may reasonably be
required to more fully and definitely vest and confirm in the successor all such
rights, powers, duties, responsibilities, obligations and liabilities of such
Servicer. The successor shall promptly make arrangements to reimburse such
Servicer for amounts such Servicer actually expended, unreimbursed Advances with
interest at the Advance Rate and amounts owed to such Servicer in respect of
unpaid Servicing Fees and additional servicing compensation pursuant to this
Servicing Agreement that would otherwise have been recovered by such Servicer
pursuant to this Servicing Agreement but for the appointment of the successor
servicer, net of any amounts owed by such Servicer hereunder.
Section 13.10 Limitation of Liability.
It is expressly understood and agreed by the parties hereto
that (i) this Servicing Agreement is executed and delivered by Wilmington Trust
Company, not individually and personally but solely in its capacity as Owner
Trustee of ICCMAC Multifamily and Commercial Trust 1999-1, in the exercise of
the powers and authority conferred and vested in it (ii) each of the
representations, warranties, covenants, agreements, undertaking and obligations
herein made is made and intended not as personal representations, warranties,
covenants, agreements, undertakings and obligations of Wilmington Trust Company
but is made and intended for the purpose of binding only the Issuer, and (iii)
nothing herein contained shall be construed as creating any liability on
Wilmington Trust Company, individually or personally, to perform any covenant
either express or implied contained herein, all such liability, if any, being
expressly waived by the parties hereto and by any Person claiming by, through or
under any of the parties hereto and (iv) under no circumstances shall Wilmington
Trust Company be personally liable for payment of any indebtedness or expenses
of the Issuer or be liable for the breach or failure of any obligations,
representation, warranty or covenant made or undertaking by the Issuer under
this Servicing Agreement or any related document.
Section 13.11 Article and Section Headings.
The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.
Section 13.12 Copies of Documents to
Representative.
For as long as any of the Class X-0, Xxxxx X-0, Class S, Class
A-3, Class B or Class C Bonds is Outstanding, the Issuer shall deliver or cause
to be delivered to X.X. Xxxxxx Securities Inc. (i) copies of each amendment to
any Operative Agreement, (ii) copies of all reports or other communications
(financial or other) furnished to the holders of such Classes of Bonds, and
copies of all reports or other communications (financial or other) furnished to
or filed with the Commission, any governmental or regulatory authority or any
national securities exchange, and (iii) from time to time such information
concerning the Issuer, the Depositor or the Mortgage Loan Seller as X.X. Xxxxxx
Securities Inc. may reasonably request.
Section 13.13 Third Party Beneficiary.
The Mortgage Loan Seller is a third party beneficiary to this
Servicing Agreement in respect of its rights to receive Prepayment Premiums
collected on the Mortgage Loans, and may enforce the provisions hereof as if it
were a party hereto.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties to this Servicing Agreement
have caused their names to be signed hereto by their respective officers
thereunto duly authorized, in each case as of the day and year first above
written.
ICCMAC MULTIFAMILY AND
COMMERCIAL TRUST 1999-1, as Issuer
By: WILMINGTON TRUST COMPANY,
not in its individual capacity, but solely as
Owner Trustee
By:_______________________________________
Name:_____________________________________
Title:____________________________________
BANC ONE MORTGAGE CAPITAL
MARKETS, LLC, a Delaware limited liability
company, as Master Servicer and Special
Servicer
By:_______________________________________
Name:_____________________________________
Title:____________________________________
LASALLE NATIONAL BANK, a national
banking association, as Indenture Trustee
By:_______________________________________
Name:_____________________________________
Title:____________________________________
ABN AMRO BANK N.V. a Netherlands
banking corporation, as Fiscal Agent for the
Indenture Trustee
By:_______________________________________
Name:_____________________________________
Title:____________________________________
STATE OF )
) ss.:
COUNTY OF )
On the ____ day of March , 1999 before me, a notary public in
and for said State, personally appeared ____________________ known to me to be a
__________ of Wilmington Trust Company, a Delaware banking corporation, not in
its individual capacity, but solely as trustee for ICCMAC Multifamily and
Commercial Trust 1999-1 a Delaware business trust, that executed the within
instrument, and also known to me to be the person who executed it on behalf of
said banking corporation, and acknowledged to me that such _________________
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
---------------------------------------
Notary Public
[Notarial Seal]
STATE OF )
) ss.:
COUNTY OF )
On the ____ day of March , 1999 before me, a notary public in
and for said State, personally appeared ____________________ known to me to be a
__________ of Banc One Mortgage Capital Markets, LLC, a Delaware limited
liability company that executed the within instrument, and also known to me to
be the person who executed it on behalf of said Delaware limited liability
company, and acknowledged to me that such _________________ executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
---------------------------------------
Notary Public
[Notarial Seal]
STATE OF )
) ss.:
COUNTY OF )
On the ____ day of March , 1999 before me, a notary public in
and for said State, personally appeared ____________________ known to me to be a
__________ of LaSalle National Bank, a National banking association that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said national banking association, and acknowledged to
me that such _________________ executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal the day and year in this certificate first above written.
Notary Public
---------------------------------------
Notary Public
[Notarial Seal]
STATE OF )
) ss.:
COUNTY OF )
On the ____ day of March , 1999 before me, a notary public in
and for said State, personally appeared ____________________ known to me to be a
__________ of ABN AMRO BANK N.V. a Netherlands banking corporation that executed
the within instrument, and also known to me to be the person who executed it on
behalf of said banking corporation, and acknowledged to me that such
_________________ executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
---------------------------------------
Notary Public
[Notarial Seal]
ANNEX 1
DEFINED TERMS
"Accepted Master Servicing Practices": The procedures that the Master
Servicer shall follow in the servicing and administration of the Mortgage Loans,
consistent with the higher of (i) the standard of care, skill, prudence and
diligence with which the Master Servicer services and administers mortgage loans
that are held for other portfolios and are similar to the Mortgage Loans and
(ii) the standard of care, skill, prudence and diligence with which the Master
Servicer services and administers mortgage loans for its own portfolio and are
similar to the Mortgage Loans, in either case, giving due consideration to
customary and usual standards of practice of prudent institutional multifamily
and commercial mortgage loan servicers, but without regard to:
(i) any relationship that the Master Servicer or any Affiliate of the
Master Servicer may have with any Mortgagor or any Affiliate of
any Mortgagor or any other party to the Servicing Agreement;
(ii) the Master Servicer's obligations to make Advances with respect
to the Mortgage Loans;
(iii)the adequacy of the Master Servicer's compensation for its
services under the Servicing Agreement or with respect to any
particular transaction;
(iv) the ownership, servicing or management for others by the Master
Servicer of any other mortgage loans or property; or
(v) the ownership by the Master Servicer of any Bonds or other
securities.
To the extent consistent with the foregoing and subject to the express
limitations set forth in the Servicing Agreement, the procedures followed by the
Master Servicer shall seek to maximize the timely and complete recovery of
principal and interest on the Mortgage Loans.
"Accepted Special Servicing Practices": The procedures that the
Special Servicer shall follow in the servicing, administration and disposition
of Specially Serviced Mortgage Loans and the related Mortgaged Properties or REO
Properties, consistent with the higher of (i) the standard of care, skill,
prudence and diligence with which the Special Servicer services, administers and
disposes of distressed mortgage loans and related real property that are held
for other portfolios and are similar to the Mortgage Loans, Mortgaged Properties
and REO Properties and (ii) the standard of care, skill, prudence and diligence
with which the Special Servicer services, administers and disposes of distressed
mortgage loans and related real property that are held for its own portfolio and
are similar to the Mortgage Loans, Mortgaged Properties and REO Properties,
giving due consideration to customary and usual standards of practice of prudent
institutional multifamily and commercial mortgage lenders, loan servicers and
asset managers, but without regard to:
(i) any relationship that the Special Servicer or any Affiliate of
the Special Servicer may have with any Mortgagor or any Affiliate
of any Mortgagor or any other party to the Servicing Agreement;
(ii) the adequacy of the Special Servicer's compensation for its
services under the Servicing Agreement or with respect to any
particular transaction;
(iii)the ownership, servicing or management for others by the Special
Servicer of any other mortgage loans or property; or
(iv) the ownership by the Special Servicer of any Bonds or other
securities.
To the extent consistent with the foregoing and subject to the
express limitations set forth in the Servicing Agreement, the procedures
followed by the Special Servicer shall seek to maximize the net present value of
recoveries on the Specially Serviced Mortgage Loans.
"Account": Any account or fund, including any Pledged Account
established under the Indenture.
"Accountants": A person engaged in the practice of accounting who
(except when the Indenture requires an Independent Accountant) may be employed
by or Affiliated with the Issuer or an Affiliate of the Issuer.
"Accrued Bond Interest": In respect of any Class of Bonds (other
than the Class S, Class H and Class X Bonds) and any Payment Date, the amount of
interest accrued in the applicable Interest Accrual Period at the applicable
Bond Interest Rate on the aggregate Bond Principal Amount of such Class of Bonds
Outstanding immediately prior to the related Payment Date, calculated on (i) the
basis of the actual number of days elapsed in the applicable Interest Accrual
Period and a 360-day year with respect to the Class A-1, Class A-2, Class A-3,
Class B, Class C, Class D and Class E Bonds, and (ii) a 360-day year consisting
of twelve 30-day months with respect to the Class F and Class G Bonds.
"Act": Any instrument or instruments (and the action embodied
therein and evidenced thereby) of the Bondholders signing such instrument or
instruments. As used in this definition, "instrument" refers to any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by the Indenture to be given or taken by Bondholders embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Bondholders in person or by agents duly appointed in writing; and except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Indenture Trustee and, where
it is hereby expressly required, to the Issuer. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of the Indenture and (subject to Section 6.01 of the Indenture)
conclusive in favor of the Indenture Trustee and the Issuer if made in the
manner described in Section 14.03 of the Indenture.
"Actual Knowledge": With respect to the Owner Trustee or Holding
Trustee, any Responsible Officer of the Owner Trustee or Holding Trustee, as
applicable, within the Corporate Trust Administration office of such trustee
responsible for administering the Trust or the Holding Trust, respectively, who
has actual knowledge of an action taken or an action not taken that would be
material to the operation of either the Trust or the Holding Trust. Actions
taken or actions not taken of which such trustee should have had knowledge, or
are deemed to have had constructive knowledge, do not meet this definition of
Actual Knowledge.
"Additional Expense": Any costs, expenses and liabilities (exclusive
of Administrative Expenses and Servicing Expenses) that are required to be borne
by the Issuer and not otherwise in respect of the Trust Estate in accordance
with applicable Law, Section 7.2(c) of the Deposit Trust Agreement, or the terms
of the Indenture (including any federal, state and local taxes.
"Additional Fee Rate": With respect to any Payment Date, a rate per
annum equal to the sum of the Owner Trustee Calculation Fee Rate and the
Administration Calculation Fee Rate.
"Adjustable Rate Mortgage Loan": A Mortgage Loan as to which the
related Mortgage Note provides for periodic adjustments to the Mortgage Interest
Rate thereon based on changes in the related Index.
"Administration Agreement": The Administration Agreement, dated as
of February 1, 1999, between the Administrator and the Issuer, a copy of which
is attached to the Indenture as Exhibit G, and any amendments or supplements
thereto.
"Administration Calculation Fee Rate:" With respect to any Payment
Date, the rate per annum represented by a fraction, (i) the numerator of which
is $6,000 and (ii) the denominator of which is Stated Principal Balance of the
Mortgage Loans as of the first day of the immediately preceding calendar month.
"Administration Fee": A monthly fee of $500 payable to the
Administrator on each Payment Date commencing in March 2000.
"Administrative Expenses": The fees and expenses of the Indenture
Trustee and the Fiscal Agent payable thereto pursuant to Section 6.07 of the
Indenture, the fees of the Owner Trustee payable thereto pursuant to Section 7.1
of the Deposit Trust Agreement, and the Administration Fee payable to the
Administrator pursuant to the Administration Agreement and any other costs,
expenses and liabilities (exclusive of Servicing Expenses) that are required to
be borne by the Issuer in respect of the Trust Estate in accordance with
applicable opinions of and advice from Counsel required to be obtained in
connection with the Indenture Trustee's performance of its duties under the
Indenture (including the cost of such opinions and advice).
"Administrator": Imperial Credit Commercial Asset Management Corp.,
a California corporation, having its principal offices at 00000 Xxxxxxxx
Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or its
successor in interest.
"Advance": A P&I Advance or a Property Protection Advance.
"Advance Rate": An annual rate equal to the Prime Rate in effect
from time to time.
"Adverse Rating Event": With respect to any Class of Rated Bonds, as
of any date of determination, a downgrade, withdrawal or qualification, if
applicable, of the rating then assigned to such Class by any Rating Agency.
"Affiliate": With respect to any specified Person, any other Person
that directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the person specified. For the
purposes of this definition, "control" when used with respect to any specified
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities or
other beneficial interest, by contract or otherwise; and the terms "controlling"
and "controlled" have the meanings correlative to the foregoing.
"Agent": A person authorized by or appointed by the Issuer to
perform duties with respect to the Bonds, specified in a writing signed by such
Agent and the Issuer and acknowledged by the Indenture Trustee, or by such Agent
and the Indenture Trustee and acknowledged by the Issuer, including any Paying
Agent. As used in the Deposit Trust Agreement and the Holding Trust Agreement, a
person authorized or appointed by the Owner Trustee or the Holding Trustee,
respectively, to perform duties with respect to the Ownership Certificates or
the Holding Trust Certificates, respectively, specified in a writing signed by
such Agent and the Owner Trustee or Holding Trustee, as applicable.
"Appraisal Reduction Amount": For any Payment Date and for any
Mortgage Loan as to which any Appraisal Reduction Event has occurred, an amount
equal to the excess of (a) the outstanding Stated Principal Balance of such
Mortgage Loan as of the last day of the related Collection Period over (b) the
excess of (i) 90% of the sum of the appraised values of the related Mortgaged
Properties as determined by an MAI Appraisal over (ii) the sum of (A) to the
extent not previously advanced by the Master Servicer, the Indenture Trustee or
the Fiscal Agent, all unpaid interest on such Mortgage Loan at a per annum rate
equal to the Mortgage Interest Rate, (B) all unreimbursed Advances and interest
thereon at the Advance Rate in respect of such Mortgage Loan and (C) all
currently due and unpaid real estate taxes and assessments and insurance
premiums and all other amounts, including, if applicable, ground rents, due and
unpaid under the Mortgage Loan (which taxes, premiums and other amounts have not
been the subject of an Advance).
With respect to each Mortgage Loan as to which an Appraisal
Reduction Event has occurred and which has become a Corrected Mortgage Loan and
has remained current for twelve consecutive Monthly Payments (for such purposes
taking into account any amendment or modification of such Mortgage Loan), and
with respect to which no other Appraisal Reduction Event has occurred and is
continuing, such Mortgage Loan shall no longer be subject to any appraisal
reduction.
"Appraisal Reduction Event": With respect to any Mortgage Loan, the
earliest occurrence of any of the following events: (i) the third anniversary of
the date on which an extension of the Loan Maturity Date of such Mortgage Loan
became effective as a result of a modification of such Mortgage Loan by the
Special Servicer, which extension does not change the amount of Monthly Payments
on the Mortgage Loan, (ii) 60 days after an uncured delinquency occurs in
respect of such Mortgage Loan, (iii) the date on which a reduction in the amount
of Monthly Payments on such Mortgage Loan, or a change in any other material
economic term of the Mortgage Loan, becomes effective as a result of a
modification of such Mortgage Loan by the Special Servicer, (iv) 60 days after a
receiver has been appointed with respect to the related Mortgagor, (v)
immediately after the related Mortgagor declares bankruptcy, (vi) 60 days after
an involuntary petition of bankruptcy is filed with respect to the related
Mortgagor, if such petition is not dismissed prior to the expiration of such
period; and (vii) immediately after a related Mortgaged Property becomes an REO
Property.
"ASAP System": The "automatic statements accessed by phone" system
maintained by the Indenture Trustee and used by the Bondholders to obtain
certain reports and information about the Bonds.
"Asset Strategy Report": Any report prepared pursuant to Section
6.03(c) of the Servicing Agreement.
"Assignment of Leases and Rents": With respect to any Mortgaged
Property, any assignment of leases, rents and profits or similar agreement
executed by the Mortgagor, assigning to the mortgagee all of the income, rents
and profits derived from the ownership, operation, leasing or disposition of all
or a portion of such Mortgaged Property, in the form which was duly executed,
acknowledged and delivered, as amended, modified, renewed or extended through
the Cut-Off Date and from time to time thereafter.
"Assignment of Mortgage": An assignment of a Mortgage, notice of
transfer or equivalent instrument in recordable form, sufficient under the Laws
of the jurisdiction wherein the related Mortgaged Property is located to effect
the transfer of the Mortgage to the Issuer, which assignment, notice of transfer
or equivalent instrument may be in the form of one or more blanket assignments
covering the Mortgage Loans secured by Mortgaged Properties located in the same
jurisdiction, if permitted by Law.
"Assumed Monthly Payment": The amount deemed due in respect of any
Balloon Mortgage Loan that is delinquent in respect of its Balloon Payment
beyond the first Determination Date that follows its original Loan Maturity
Date. The Assumed Monthly Payment deemed due on any such Mortgage Loan on its
original Loan Maturity Date and on each successive Due Date that it remains or
is deemed to remain outstanding shall equal the Monthly Payment that would be
due in respect thereof 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 Mortgage Loan's amortization schedule in effect on such date of
determination.
"Authenticating Agent": As defined in Section 2.04(c) of the
Indenture.
"Authorized Officer": With respect to the Owner Trustee, any officer
of the Owner Trustee who is authorized to act for the Owner Trustee in matters
relating to the Issuer and who is identified on the list of authorized officers
delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as
such list may be modified or supplemented from time to time thereafter); with
respect to the Indenture Trustee or the Fiscal Agent, a Responsible Officer;
and, with respect to any other Person, the Chairman, President, any Senior Vice
President, any Vice President or any Assistant Vice President, and the
Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary (provided that, when any provision hereof
requires signatures of two Authorized Officers of any such other Person, at
least one of such Authorized Officers shall be the Chairman, President or any
Vice President).
"Available Interest Payment Amount": With respect to any Payment
Date, an amount equal to the excess of (i) the Available Payment Amount for such
Payment Date, over (ii) the Principal Payment Amount for such Payment Date.
"Available Payment Amount": With respect to any Payment Date, the
amount on deposit in the Payment Account as of 11:00 a.m., New York City time,
on such Payment Date, exclusive of any portion thereof that may be withdrawn
from the Payment Account pursuant to any of clauses (ii) and (iii) of Section
8.01(b) of the Indenture.
"Balloon Mortgage Loan": Any Mortgage Loan that by its original
terms or by virtue of any modification provides for an amortization schedule
extending beyond its Loan Maturity Date.
"Balloon Payment": With respect to any Balloon Mortgage Loan as of
any date of determination, the amount outstanding on the Loan Maturity Date of
such Mortgage Loan in excess of the portion of the related Monthly Payment which
is allocable to principal.
"Bank": As used in the Deposit Trust Agreement or the Holding Trust
Agreement, Wilmington Trust Company, a Delaware banking corporation, in its
individual capacity, not as Owner Trustee or Holding Trustee, as the case may
be.
"Bankruptcy Code": The federal Bankruptcy Code (Title 11 of the
United States Code), as amended from time to time.
"Bond": Any Class X-0, Xxxxx X-0, Class S, Class A-3, Class B, Class
C, Class D, Class X, Class E, Class F, Class G or Class H Bond.
"Bond Balance": With respect to any Bond, as of any date of
determination, the then Outstanding Bond Principal Amount of such Bond equal to
the product of (a) the Percentage Interest evidenced by such Bond, multiplied by
(b) the then aggregate Bond Principal Amount of the Class of Bonds to which such
Bond belongs.
"Bond Interest Rate": With respect to any Payment Date, the per
annum rate of interest for each Class of Bonds (except for the Class S, Class X,
Class F, Class G and Class H Bonds) equal to the lesser of (a) the applicable
Bond LIBOR Rate and (b) the Weighted Average Remittance Rate for such Payment
Date. The Bond Interest Rate with respect to any Payment Date for the Class F
and Class G Bonds is, with respect to each such Class, a per annum rate equal to
6.00%. The Class S, Class X and Class H Bonds do not have Bond Interest Rates.
"Bond LIBOR Rate": With respect to any Payment Date, the per annum
rate equal to One-Month LIBOR plus the related Margin, but in no event greater
than the Maximum Offered Bond Rate.
"Bond Owner": With respect to a Book-Entry Bond, the Person who is
the beneficial owner of such Bond as reflected on the books of the Depository or
on the books of a Depository Participant or on the books of an indirect
participating brokerage firm for which a Depository Participant acts as agent.
"Bond Principal Amount": With respect to any Class of Bonds (i) on
or prior to the first Payment Date, an amount equal to the aggregate initial
Bond Principal Amount of such Class and (ii) as of any date of determination
after the first Payment Date, the Bond Principal Amount of such Class of Bonds
on the Payment Date immediately prior to such date of determination, less actual
payments of principal thereon (and in the case of the Class S and Class X Bonds,
less payments of Distributable Amounts, Shortfall Amounts (excluding any
interest payments thereon), and Early Termination Amounts) on such prior Payment
Date. Realized Losses will not be allocated to reduce Bond Principal Amounts.
The initial Bond Principal Amounts are as follows:
Class A-1........... $100,000,000
Class A-2........... 94,831,000
Class S............. 12,150,000
Class A-3........... 17,447,000
Class B............. 11,631,000
Class C............. 14,539,000
Class D............. 13,085,000
Class X............. 2,700,000
Class E............. 4,361,000
Class F............. 8,723,000
Class G............. 5,815,000
Class H............. 7,269,000
The initial Bond Principal Amount for the Class S Bonds is equal to the
aggregate of the Class S Scheduled Payments. The initial Bond Principal Amount
of the Class X Bonds is equal to the aggregate of the Class X Scheduled
Payments. Upon payment in full of an Early Termination Amount, the Bond
Principal Amount of the Class S or Class X Bonds, as the case may be, will be
reduced to zero.
"Bond Redemption Amount": An amount equal to the sum of (i) with
respect to each Class of Bonds Outstanding (other than the Class S and Class X
Bonds), the sum of (A) the unpaid Bond Principal Amount thereof, (B) accrued and
unpaid interest at the applicable Bond Interest Rate through the Redemption
Date, and (C) any unpaid LIBOR Deficiency Amount, together with interest on such
unpaid LIBOR Deficiency Amount (to the extent permitted by applicable Law) at
the applicable Bond Interest Rate; (ii) with respect to the Class S Bonds
Outstanding, the sum of (A) to the extent not paid on prior Payment Dates, any
unpaid Class S Shortfalls, together with interest on such unpaid Class S
Shortfalls (to the extent permitted by applicable Law) at the Class S Rate and
(B) the Class S Early Termination Amount; (iii) with respect to the Class X
Bonds Outstanding, the sum of (A) to the extent not paid on prior Payment Dates,
any unpaid Class X Shortfalls, together with interest on such unpaid Class X
Shortfalls (to the extent permitted by applicable Law) at the Class X Rate and
(B) the Class X Early Termination Amount; and (iv) all unreimbursed Advances
with interest thereon at the Advance Rate, unpaid Master Servicer Fees, Special
Servicer Fees, Indenture Trustee Fees, Owner Trustee Fees and Administration
Fees and any unpaid expenses of the Issuer.
"Bond Register": The meaning specified in Section 2.05 of the
Indenture.
"Bond Registrar": The meaning specified in Section 2.05 of the
Indenture.
"Bondholder": The Person in whose name a Bond is registered on the
Bond Register.
"Book-Entry Bonds": Bonds for which the Indenture provides that
ownership and transfers of beneficial ownership interests in such Bonds shall be
made through book entries by the Depository, as described in Section 2.12 of the
Indenture; provided, however, that after the occurrence of a condition whereupon
book-entry registration is no longer permitted, Definitive Bonds shall be issued
to the Bond Owners of such Bonds and such Bonds shall no longer be "Book-Entry
Bonds."
"Business Day": Any day other than a Saturday, a Sunday or a day on
which banking and savings and loan institutions in the states of California,
Delaware, Texas, New York or Illinois are authorized or obligated by Law or
executive order to remain closed.
"Business Trust Statute": The Delaware Business Trust Act, Chapter
38, Title 12 of the Delaware Code, 12 Delaware Code, ss. 3801 et.
seq., as the same may be amended from time to time.
"Certificate Percentage Interest": With respect to any Ownership
Certificate or Holding Trust Certificate, the portion of the total outstanding
Ownership Certificates or Holding Trust Certificates, as applicable, evidenced
by such Ownership Certificate or Holding Trust
Certificate, as applicable, expressed as a percentage.
"Certificate Voting Rights": The portion of the voting rights of all
of the Ownership Certificates or Holding Trust Certificates, as applicable,
allocated to any Ownership Certificate or Holding Trust Certificate, as
applicable, as of the date of determination. Certificate Voting Rights shall be
allocated among the Ownership Certificates or Holding Trust Certificates, as
applicable, pro rata based upon the Certificate Percentage Interest of each
Ownership Certificate or Holding Trust Certificate, as applicable.
"Certificate of Trust": The certificate of trust filed prior to the
Closing Date by the Owner Trustee, with respect to the Trust, or the Holding
Trustee, with respect to the Holding Trust, as applicable, in the office of the
Secretary of State of the State of Delaware, as required by the Business Trust
Statute.
"Class": All Bonds having the same alphabetical and/or numerical
class designation and otherwise having the same characteristics (except for the
denomination of such Bond).
"Class A-1 Bond": Any of the Bonds with a "Class A-1" designation on
the face thereof, executed by the Issuer and authenticated by the Indenture
Trustee substantially in the form of Exhibit A-1 attached to the Indenture.
"Class A-2 Bond": Any of the Bonds with a "Class A-2" designation on
the face thereof, executed by the Issuer and authenticated by the Indenture
Trustee substantially in the form of Exhibit A-2 attached to the Indenture.
"Class A-3 Bond": Any of the Bonds with a "Class A-3" designation on
the face thereof, executed by the Issuer and authenticated by the Indenture
Trustee substantially in the form of Exhibit A-4 attached to the Indenture.
"Class B Bond": Any of the Bonds with a "Class B" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-5 attached to the Indenture.
"Class C Bond": Any of the Bonds with a "Class C" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-6 attached to the Indenture.
"Class D Bond": Any of the Bonds with a "Class D" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-7 attached to the Indenture.
"Class E Bond": Any of the Bonds with a "Class E" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-9 attached to the Indenture.
"Class Exemption": A class exemption granted by the DOL, which
provides relief from some or all of the prohibited transaction provisions of
Section 406 of ERISA and Section 4975 of the Code and the related excise tax
provisions of Section 4975 of the Code.
"Class F Bond": Any of the Bonds with a "Class F" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-10 attached to the Indenture.
"Class G Bond": Any of the Bonds with a "Class G" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-11 attached to the Indenture.
"Class H Bond": Any of the Bonds with a "Class H" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-12 attached to the Indenture.
"Class S Bond:" Any of the Bonds with a "Class S" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-3 attached to the Indenture.
"Class S Distributable Amount": On each Payment Date, an amount
equal to the lesser of (i) the Class S Scheduled Payment for such Payment Date,
and (ii) the excess of (A) the Available Interest Payment Amount for such
Payment Date, over (B) the aggregate Accrued Bond Interest payable to the Class
A-1, Class A-2, Class A-3, Class B, Class C, Class D and Class E Bonds on such
Payment Date.
"Class S Early Termination Amount": As of any date of determination,
the present value of the Class S Scheduled Payments remaining as of such date of
determination, calculated using a discount rate equal to the Class S Rate.
"Class S Rate": An interest rate per annum equal to 7.29%.
"Class S Scheduled Payment": With respect to each Payment Date, the
scheduled payment amount set forth in Exhibit H to the Indenture corresponding
to such Payment Date.
"Class S Shortfall": On any Payment Date, the sum of (i) the amount,
if any, by which the Class S Scheduled Payment for such Payment Date exceeds the
Class S Distributable Amount for such Payment Date and (ii) the amount of any
unpaid Class S Shortfalls on the immediately preceding Payment Date.
"Class X Bond": Any of the Bonds with a "Class X" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-8 attached to the Indenture.
"Class X Distributable Amount": On any Payment Date, an amount equal
to the lesser of (i) the Class X Scheduled Payment and (ii) the excess of (A)
the Available Interest Payment Amount for such Payment Date over (B) the sum of
(1) the aggregate Accrued Bond Interest payable to the Class A-1, Class A-2,
Class A-3, Class B, Class C, Class D, Class E, Class F and Class G Bonds on such
Payment Date and (2) the Class S Distributable Amount and Class S Shortfall
payable to the Class S Bonds on such Payment Date.
"Class X Early Termination Amount": As of any date of determination,
the present value of the Class X Scheduled Payments remaining as of such date of
determination, calculated using a discount rate equal to the Class X Rate.
"Class X Rate": An interest rate per annum equal to 9.0%.
"Class X Scheduled Payment": With respect to each Payment Date, the
scheduled payment amount set forth in Exhibit I to the Indenture corresponding
to such Payment Date.
"Class X Shortfall": On any Payment Date, the sum of (i) the amount,
if any, by which the Class X Scheduled Payment for such Payment Date exceeds the
Class X Distributable Amount for such Payment Date and (ii) the amount of any
unpaid Class X Shortfalls on the immediately preceding Payment Date.
"Closing Date": March 10, 1999.
"Code": The Internal Revenue Code of 1986, as amended, and Treasury
Regulations promulgated thereunder including proposed regulations, to the extent
that by reason of their effective date they could apply to the Bonds.
"Collateral": The Trust Estate securing the Bonds. An "item" of
Collateral refers to a specific item of Mortgage Collateral or other asset,
which is Granted to the Indenture Trustee under the Indenture.
"Collateralized Mortgage Bonds": The Series 1999-1 Bonds issued by
the Issuer pursuant to the Indenture and secured by the Collateral.
"Collection Account": The trust account or accounts created and
maintained by the Master Servicer pursuant to Section 4.02 of the Servicing
Agreement which shall be entitled "Banc One Mortgage Capital Markets, LLC, in
trust for LaSalle National Bank, as Indenture Trustee, in trust for Holders of
ICCMAC Multifamily and Commercial Trust 1999-1, Collateralized Mortgage Bonds,
Series 1999-1, Collection Account" and which must be an Eligible Account.
"Collection Period": With respect to any Payment Date, the period
commencing immediately following the Determination Date in the month immediately
preceding the month in which such Payment Date occurs (or, in the case of the
initial Collection Period, commencing immediately following the Cut-Off Date)
and ending on and including the Determination Date in the month in which such
Payment Date occurs.
"Commission": The Securities and Exchange Commission, or any
successor thereto.
"Condemnation Proceeds": With respect to each Mortgage Loan, all
awards or settlements in respect of the related Mortgaged Property, whether
permanent or temporary, partial or entire, on account of the exercise of the
power of eminent domain or condemnation of such Mortgaged Property, held in an
escrow account or a trust account, which is an Eligible Account, pursuant to the
terms of the related Mortgage Loan Documents and applicable Law, and applied or
to be applied to the restoration or repair of such Mortgaged Property or
required to be released to the related Mortgagor in accordance with the terms of
such Mortgage Loan Documents or, to the extent not expressly provided therein,
in accordance with Accepted Master Servicing Practices or Accepted Special
Servicing Practices, as applicable, and applicable Law.
"Corporate Trust Office": The principal corporate trust office of
the Indenture Trustee at which at any particular time its corporate trust
business with respect to the Indenture shall be administered, which is currently
located at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000,
Attention: Asset Backed Securities Trust Services Group--ICCMAC 1999-1.
"Corrected Mortgage Loan": Any Specially Serviced Mortgage Loan that
has become current and remained current for three consecutive Monthly Payments
(for such purposes taking into account any modification or amendment of such
Mortgage Loan) and (provided that no additional Servicing Transfer Event is
foreseeable in the reasonable judgment of the Special Servicer) the Special
Servicer has returned servicing of such Mortgage Loan to the Master Servicer
pursuant to Section 6.02 of the Servicing Agreement.
"CSSA Standard Information Package": The report in the format of the
Commercial Secondary Market and Securitization Association Standard information
package, as in effect from time to time.
"Custodian": A Person who is at any time appointed by the Indenture
Trustee pursuant to Section 6.14 of the Indenture as a document custodian.
"Cut-Off Date": February 1, 1999.
"Cut-Off Date Balance": With respect to any Mortgage Loan, the
outstanding principal balance of such Mortgage Loan as of the Cut-Off Date, net
of the principal portion of all unpaid Monthly Payments due on or before such
date, excluding, with respect to each Mortgage Loan, the right to receive
Prepayment Premiums, which Prepayment Premiums shall remain property of the
Mortgage Loan Seller.
"DCR": Duff & Xxxxxx Credit Rating Co., and its successors in
interest.
"Defaulted Mortgage Loan": Any Mortgage Loan which is more than 60
days delinquent in whole or in part in respect of any Monthly Payment, or is
more than 30 days delinquent in whole or in part in respect of the related
Balloon Payment, if any; provided that for purposes of this definition, no
Monthly Payment (other than a Balloon Payment) shall be deemed delinquent if
less than five dollars ($5.00) of all amounts due and payable on such Mortgage
Loan has not been received as of the most recent Due Date therefor.
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the related Mortgaged Property
in an amount less than the then Stated Principal Balance of such Mortgage Loan,
or any reduction in the amount of principal to be paid in connection with any
scheduled Monthly Payment that constitutes a permanent forgiveness of principal,
which valuation results from a proceeding initiated under the Bankruptcy Code
with respect to the related Mortgagor or a state court deficiency proceeding.
"Definitive Bond": As defined in Section 2.12(a) of the Indenture.
"Deposit Trust Agreement": The Deposit Trust Agreement, dated as of
February 1, 1999, between the Depositor and the Owner Trustee, pursuant to which
the Issuer was created, and any amendments or supplements thereto.
"Depositor": Imperial Credit Commercial Mortgage Acceptance Corp., a
California corporation, and its successors in interest.
"Depository": The Depository Trust Company and any successor thereto
appointed by the Issuer as a Depository; provided that the Depository shall at
all times be a "clearing corporation" as defined in Section 8-102(a)(5) of the
Uniform Commercial Code of the State of New York and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act; and
provided, further, that no entity shall be a successor Depository unless Bonds
held through such entity or its nominees are treated for U.S. Federal income tax
purposes as being in "registered form" within the meaning of Section 163(f) of
the Code.
"Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
"Depository Representation Letter": The Letter of Representations
dated March 10, 1999 among the Issuer, the Indenture Trustee and initial
Depository in connection with the issuance of the Class X-0, Xxxxx X-0, Class S,
Class A-3, Class B and Class C Bonds.
"Determination Date": With respect to any Payment Date, the 17th day
of the month in which such Payment Date occurs, or, if such 17th day is not a
Business Day, the immediately preceding Business Day.
"Directing Bondholder": The Monitoring Bondholder selected by a
majority of the Monitoring Bondholders, by Bond Balance, as certified to the
Indenture Trustee by the Bondholders or Bond Owners, as the case may be, from
time to time; provided, that, absent such selection, or (i) until a Directing
Bondholder is so selected, or (ii) upon receipt of notice from a majority of the
Monitoring Bondholders, by Bond Balance, that a Directing Bondholder is no
longer so designated, the Monitoring Bondholder(s) which owns the largest
aggregate Bond Balance of one or more Monitoring Classes shall be the Directing
Bondholder.
"Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof, that are not customarily
provided to tenants in connection with the rental of space "for occupancy only"
within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the
management or operation of such REO Property, the holding of such REO Property
primarily for sale to customers, the use of such REO Property in a trade or
business conducted by the Issuer or the performance of any construction work on
the REO Property (other than the completion of a building or improvement, where
more than 10% of the construction of such building or improvement was completed
before default became imminent), other than through an Independent Contractor;
provided, however, that the Issuer (or the Special Servicer on behalf of the
Issuer) shall not be considered to Directly Operate an REO Property solely
because the Issuer (or the Special Servicer on behalf of the Issuer) establishes
rental terms, chooses tenants, enters into or renews leases, deals with taxes
and insurance or makes decisions as to repairs or capital expenditures with
respect to such REO Property or takes other actions consistent with Treasury
Regulations Section 1.856-4(b)(5)(ii).
"Diskette": Any one of the computer diskettes attached to the inside
back cover of the Prospectus Supplement, each of which contains information
about each of the Mortgage Loans.
"Disposition Fee": A fee payable to the Special Servicer as
additional compensation equal to 1.0% of the net proceeds of the sale or
liquidation ( in whole or in part) of any Specially Serviced Mortgage Loan or
REO Property that is sold or transferred or otherwise liquidated by the Special
Servicer pursuant to Section 6.12 of the Servicing Agreement.
"Distributable Amount": Any Class S Distributable Amount or Class X
Distributable Amount, as applicable.
"Document Defect": As defined in Section 2.02(a) of the Servicing
Agreement.
"DOL": The United States Department of Labor, or any successor in
interest.
"DOL Regulations": The regulations promulgated at 29 C.F.R. ss.
2510.3-101.
"Dollar" or "$": A dollar or other equivalent unit in such coin or
currency of the United States of America as at the time shall be legal tender
for the payment of public or private debts.
"Due Date": With respect to any Mortgage Loan, the day of the month
set forth in the related Mortgage Note on which each Monthly Payment thereon is
scheduled to be due.
"Early Termination Amount": Any Class S Early Termination Amount or
Class X Early Termination Amount, as applicable.
"Eligible Account": Either (i) (A) an account or accounts maintained
with either a federal or state chartered depository institution or trust company
the long-term unsecured debt obligations (or short-term unsecured debt
obligations if the account holds funds for less than 30 days) or commercial
paper of which are rated by each of the Rating Agencies in its highest rating
category at all times (or short-term unsecured debt obligations if the account
holds funds for less than 30 days) of which are rated at least "AA-" or the
equivalent by each Rating Agency or, if applicable, the short-term rating
equivalent thereof, which is at least "D-1" by DCR and "A-1" by Standard &
Poor's and DCR, or (B) as to which the Master Servicer or the Indenture Trustee,
as applicable, has received written confirmation from each of the Rating
Agencies that holding funds in such account would not in and of itself, result
in an Adverse Rating Event, or (ii) a segregated trust account or accounts
maintained with a federal or state chartered depository institution or trust
company acting in its fiduciary capacity which, in the case of a state chartered
depository institution or trust company is subject to regulations substantially
similar to 12 C.F.R. ss. 9.10(b), having in either case a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority, or (iii) any other account that, as evidenced by a
written confirmation from each Rating Agency, would not, in and of itself,
result in an Adverse Rating Event, which may be an account maintained with the
Indenture Trustee or the Master Servicer; provided, however, that accounts held
at Banc One Texas, N.A. (or any successor in interest), and any other bank
authorized under the applicable Loan Documents (solely with respect to the
related Mortgage Loan), shall be Eligible Accounts for so long as there is no
downgrade, withdrawal or qualification of the long-term or short-term unsecured
debt rating of such institutions from their ratings as of the Closing Date (or,
with respect to any successor in interest of Banc One Texas, N.A., for so long
as there is no downgrade, withdrawal or qualification of the long-term or
short-term unsecured debt rating of such successor in interest, provided that
such successor in interest had a rating equal to or better than the rating of
Banc One Texas, N.A. as of the Closing Date at the time such bank became a
successor in interest).
"Eligible Trustee": A bank (within the meaning of Section 2(a)(5) of
the Investment Company Act) that meets the requirements of Section 26(a)(1) of
the Investment Company Act, that is not an Affiliate of the Depositor, the
Issuer or the Mortgage Loan Seller or an Affiliate of any Person involved in the
organization or operation of the Depositor, the Issuer or the Mortgage Loan
Seller, that is organized and doing business under the Laws of any state or the
United States of America, that is authorized under such Laws to exercise
corporate trust powers and to accept the trust conferred under the Deposit Trust
Agreement or the Holding Trust Agreement, as the case may be, that has a
combined capital and surplus and undivided profits of at least $100,000,000 and
that is subject to supervision or examination by federal or state authority and
that has a long-term unsecured debt rating from each Rating Agency of "A" or
better. If such bank publishes reports of condition at least annually, pursuant
to Law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this definition the combined capital,
surplus and undivided profits of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published.
"Environmental Laws": Any present or future federal, state or local
Law, statute, regulation or ordinance, and any judicial or administrative order
or judgment thereunder, pertaining to health, industrial hygiene, Hazardous
Materials or the environment, including, but not limited to, each of the
following, as enacted as of the date hereof or as hereafter amended:
(i) the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 U.S.C. xx.xx. 9601-9657;
(ii) the Resource Conservation and Recovery Act of 1976, 42 U.S.C.
xx.xx. 6901-6991;
(iii)the Toxic Substance Control Act, 15 U.S.C. xx.xx. 2601-2629;
(iv) the Water Pollution Control Act (also known as the Clean Water
Act), 33 U.S.C. ss. 1251 et seq.;
(v) the Clean Air Act, 42 U.S.C. ss. 7401 et seq.; and
(vi) the Hazardous Materials Transportation Act, 49 X.X.X.xx. 1801 et
seq.
"Environmental Site Assessment": In respect of any Mortgaged
Property, one or more reports regarding the environmental condition of such
Mortgaged Property prepared in connection with the origination of the related
Mortgage Loan or otherwise addressed to the Mortgage Loan Seller and its
successors and assigns. Such reports include, but are not limited to, Phase I
Environmental Reports and a review of a compilation of databases, made available
by several regulatory agencies and conducted by a private service with respect
to an area within a certain radius surrounding the related Mortgaged Property.
"ERISA": The Employee Retirement Income Security Act of 1974, as the
same may be amended from time to time.
"Excess Condemnation Proceeds": With respect to each Mortgage Loan,
all awards or settlements in respect of the related Mortgaged Property, whether
permanent or temporary, partial or entire, on account of the exercise of the
power of eminent domain or condemnation with respect to such Mortgaged Property,
other than any such awards or settlements held in an escrow account or a trust
account, which shall be an Eligible Account, pursuant to the terms of the
related Mortgage Loan Documents and applicable Law, and applied or to be applied
to the restoration or repair of such Mortgaged Property or required to be
released to the related Mortgagor in accordance with the terms of such Mortgage
Loan Documents or, to the extent not expressly provided therein, in accordance
with Accepted Master Servicing Practices or Accepted Special Servicing
Practices, as applicable, and applicable Law.
"Excess Insurance Proceeds": With respect to each Mortgage Loan,
proceeds of any primary hazard insurance policy required to be maintained
pursuant to Section 4.06 of the Servicing Agreement, title insurance policy or
any other Insurance Policy covering such Mortgage Loan or the related Mortgaged
Property, other than any proceeds to be held in an escrow account or a trust
account, which shall be an Eligible Account, pursuant to the terms of the
related Mortgage Loan Documents and applicable Law, and applied or to be applied
to the restoration or repair of such Mortgaged Property or required to be
released to the related Mortgagor in accordance with the terms of the related
Mortgage Loan Documents or, to the extent not expressly provided therein, in
accordance with Accepted Master Servicing Practices or Accepted Special
Servicing Practices, as applicable, and applicable Law.
"Exchange Act": The Securities Exchange Act of 1934, as amended, and
the rules, regulations and published interpretations of the Commission
promulgated thereunder from time to time.
"Final Recovery Determination": A determination by the Special
Servicer with respect to any Specially Serviced Mortgage Loan, as certified in
writing by a Servicing Officer setting forth such determination and the
procedures and considerations of the Special Servicer forming the basis of such
determination, that there has been a recovery of all REO Proceeds, Liquidation
Proceeds and other payments or recoveries that the Special Servicer, in its
reasonable good faith judgment, expects to be ultimately recoverable.
"Fiscal Agent": ABN AMRO Bank N.V., a Netherlands banking
corporation and the corporate parent of the Indenture Trustee, and its
successors in interest.
"GAAP": Generally accepted accounting principles, as in effect in
the United States.
"Governmental Authority": Any government, or any commission,
authority, board, agency, division, subdivision or any court or tribunal of the
government, of the United States of America or of any state, territory, city,
municipality, county or town thereof or of the District of Columbia, or of any
foreign jurisdiction, including the employees or agents thereof.
"Grant": To mortgage, pledge, bargain, sell, warrant, alienate,
demise, convey, assign, transfer, create and grant a security interest in and
right of setoff against, deposit, set over and confirm. A Grant of Collateral
shall include all rights, powers and options (but none of the obligations) of
the Granting party thereunder, including the immediate and continuing right to
claim for, collect, receive and give receipt for principal and interest payments
in respect of the Collateral and all other monies and proceeds payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring
Proceedings in the name of the Granting party or otherwise, and generally to do
and receive anything which the Granting party is or may be entitled to do or
receive thereunder or with respect thereto.
"Hazardous Materials": All materials subject to any Environmental
Law, including, without limitation, materials listed in 49 C.F.R. ss. 172.010,
materials defined as hazardous pursuant to ss. 101(14) of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended,
flammable, explosive or radioactive materials, hazardous or toxic wastes or
substances, lead-based materials, petroleum or petroleum distillates or asbestos
or material containing asbestos, polychlorinated biphenyls ("PCBs"), radon gas,
urea formaldehyde and any substances classified as being "in inventory", "usable
work in process" or similar classification that would, if classified as
unusable, be included in the foregoing definition.
"Highest Lawful Rate": As defined in Section 14.19 of the Indenture.
"Holder": A Bondholder.
"Holding Trust": ICCMIC Commercial Holding Trust 1999-1, a Delaware
business trust, and its successors in interest.
"Holding Trust Agreement": The Holding Trust Agreement, dated as of
February 1, 1999, between the Trustor and the Holding Trustee, pursuant to which
the Holding Trust was created, and any amendments or supplements thereto.
"Holding Trust Certificate": The certificate which represents 100%
of the ownership interest of the Holding Trust, with a "Holding Trust
Certificate" designation on the face thereof, executed and authenticated by the
Holding Trustee and substantially similar in form to Exhibit A attached to the
Holding Trust Agreement.
"Holding Trustee": Wilmington Trust Company, a Delaware banking
corporation, and its successors in interest, in its capacity as trustee under
the Holding Trust Agreement.
"Holding Trustee Fee": A fee of $4,000 per annum, payable each year
on the Payment Date occurring in the month in which the anniversary of the
Closing Date occurs, commencing in March 2000.
"Holding Trustee's Agent": Any agent or attorney of the Holding
Trustee appointed by the Holding Trustee to execute one or more of the trusts or
powers under the Holding Trust Agreement.
"Holding Trustee's Office": The principal corporate trust office of
the Holding Trustee at which, at any particular time, its corporate trust
business is administered, which office at the Closing Date is located at the
address of the Holding Trustee set forth in Section 13.4 of the Holding Trust
Agreement.
"Indenture": The Indenture, dated as of February 1, 1999 between the
Issuer, acting through the Owner Trustee and the Indenture Trustee and any
amendment or supplement thereto.
"Indenture Trustee": LaSalle National Bank, a national banking
association, and its successors in interest, in its capacity as Indenture
Trustee under the Indenture, or any successor trustee appointed as provided in
the Indenture.
"Indenture Trustee Fee": With respect to each Mortgage Loan and for
any Payment Date, an amount equal to one-twelfth of the product of (a) the
Indenture Trustee Fee Rate and (b) the Stated Principal Balance of each Mortgage
Loan as of the Due Date in the preceding calendar month, calculated on the basis
of a 360-day year consisting of twelve 30-day months.
"Indenture Trustee Fee Rate": A fee rate of 0.008%.
"Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Issuer, the Depositor, the
Mortgage Loan Seller, the Loan Originator, the Indenture Trustee, the Fiscal
Agent, the Owner Trustee, the Master Servicer, the Special Servicer and any and
all Affiliates thereof, (ii) does not have any direct financial interest in or
any material indirect financial interest in any of the Issuer, the Depositor,
the Mortgage Loan Seller, the Loan Originator, the Indenture Trustee, the Fiscal
Agent, the Owner Trustee, the Master Servicer, the Special Servicer or any
Affiliate thereof, and (iii) is not connected with the Issuer, the Depositor,
the Mortgage Loan Seller, the Loan Originator, the Indenture Trustee, the Fiscal
Agent, the Owner Trustee, the Master Servicer, the Special Servicer or any
Affiliate thereof as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions.
"Independent Contractor": Either (i) any Person that would be an
"independent contractor" with respect to the Issuer within the meaning of
Section 856(d)(3) of the Code, so long as the Issuer does not receive or derive
any income from such Person and provided that the relationship between such
Person and the Issuer is at arm's length, all within the meaning of Treasury
Regulation Section 1.856-4(b)(5) (except that the Master Servicer or the Special
Servicer shall not be considered to be an Independent Contractor under the
definition in this clause (i) unless an Opinion of Counsel has been delivered to
the Issuer to that effect) or (ii) any other Person (including the Master
Servicer and the Special Servicer) upon receipt by the Issuer and the Special
Servicer of an Opinion of Counsel, which shall be at no expense to the Issuer or
the Special Servicer, to the effect that the taking of any action in respect of
any REO Property by such Person, subject to any conditions therein specified,
that is otherwise herein contemplated to be taken by an Independent Contractor
will not cause such REO Property to cease to qualify as "foreclosure property"
within the meaning of Section 856(e) of the Code or cause any income realized in
respect of such REO Property to fail to qualify as Rents from Real Property.
"Index": With respect to each Adjustable Rate Mortgage Loan and each
Interest Rate Adjustment Date, the base index used to determine the new Mortgage
Interest Rate in effect thereon as specified in the related Mortgage Note.
"Institutional Accredited Investor": An "accredited investor" as
defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the
Securities Act or any entity in which all of the equity owners come within such
paragraphs.
"Insurance Policy": With respect to any Mortgage Loan, any insurance
policy required to be maintained under the Servicing Agreement or the related
Mortgage Loan Documents.
"Insurance Proceeds": With respect to each Mortgage Loan, proceeds
of any primary hazard insurance policy required to be maintained pursuant to
Section 4.06 of the Servicing Agreement, or any other Insurance Policy covering
such Mortgage Loan or the related Mortgaged Property, to be held in an escrow
account or a trust account, which is an Eligible Account, pursuant to the terms
of the related Mortgage Loan Documents, related to such Mortgage Loan and
applied or to be applied to the restoration or repair of the related Mortgaged
Property or required to be released to the related Mortgagor in accordance with
the terms of the related Mortgage Loan Documents and applicable Law, or, to the
extent not expressly provided therein, in accordance with Accepted Master
Servicing Practices or Accepted Special Servicing Practices, as applicable, and
applicable Law.
"Interest Accrual Period": With respect to any Payment Date and any
Class of Bonds (other than the Class S, Class X, Class F, Class G and Class H
Bonds), the period from the immediately preceding Payment Date (or with respect
to the initial Payment Date, from the Closing Date) to and including the day
immediately preceding the applicable Payment Date. The Interest Accrual Period
for the Class F and Class G Bonds (and for the Class S and Class X Bonds with
respect to Shortfall Amounts) on each Payment Date will be the calendar month
preceding the month in which such Payment Date occurs. The Class S, Class X and
Class H Bonds do not have Interest Accrual Periods and will not accrue interest
(other than with respect to Class S Shortfalls and Class X Shortfalls, as
applicable).
"Interest Rate Adjustment Date": With respect to each Adjustable
Rate Mortgage Loan, any date on which the related Mortgage Interest Rate is
subject to adjustment pursuant to the related Mortgage Note.
"Interested Person": As of any date of determination with respect to
any Mortgage Loan, the Mortgagor, the Mortgage Loan Seller, the Loan Originator,
the Issuer, the Indenture Trustee, the Fiscal Agent, the Owner Trustee, the
Special Servicer, any Independent Contractor engaged by the Special Servicer, or
the Master Servicer.
"Investment Company Act": The Investment Company Act of 1940, as
amended, and the rules, regulations and published interpretations of the
Commission promulgated thereunder from time to time.
"IRS": The Internal Revenue Service, or any successor thereto.
"Issuer": ICCMAC Multifamily and Commercial Trust 1999-1, a Delaware
business trust established pursuant to the Deposit Trust Agreement, and its
successors in interest.
"Issuer Default": Any occurrence which is, or with notice or the
lapse of time or both would become, an Issuer Event of Default.
"Issuer's Equity": The right of the Ownership Certificateholder or
its designee to (i) receive all payments on and proceeds of the Collateral not
otherwise allocable to pay interest, principal or other amounts due on the Bonds
in accordance with their terms or expenses of the Trust Estate, and (ii) to have
the remaining Collateral returned to it after the Indenture is satisfied and
discharged.
"Issuer Event of Default": As defined in Section 5.01 of the
Indenture.
"Issuer Request" or "Issuer Order": A written request or order
signed in the name of the Issuer by an Authorized Officer of the Owner Trustee
and delivered to the Indenture Trustee.
"Law": Any judgment, order, decree, writ, injunction, award,
statute, rule, regulation or requirement of any federal, state, local or other
agency, commission, instrumentality, tribunal, governmental authority,
arbitrator or court having or asserting jurisdiction over any particular Person,
property or matter applicable to such particular Person, property or matter.
"LIBOR": With respect to any Payment Date, the per annum rate for
U.S. Dollar deposits determined in accordance with Section 1.03 of the
Indenture.
"LIBOR Business Day": Any day other than (i) Saturday or a Sunday or
(ii) a day on which banking institutions in the cities of Chicago, Illinois, New
York, New York, or London, England are required or authorized by Law to be
closed.
"LIBOR Deficiency Amount": To the extent that the Bond Interest Rate
on the Class A-1, Class A-2, Class A-3, Class B, Class C, Class D or Class E
Bonds for any Payment Date is determined to be the Weighted Average Remittance
Rate, the excess with respect to such Payment Date of (i) the amount of interest
that would have been payable on such Bonds at the Bond LIBOR Rate for such Class
of Bonds and such Payment Date, over (ii) the amount of interest that is payable
on such Class of Bonds at the Weighted Average Remittance Rate for such Payment
Date.
"LIBOR Rate Adjustment Date": As defined in Section 1.03 of the
Indenture.
"Liquidation Event": With respect to any Mortgage Loan or Specially
Serviced Mortgage Loan, any of the following events: (i) such Mortgage Loan is
paid in full; (ii) a Final Recovery Determination is made with respect to such
Mortgage Loan or Specially Serviced Mortgage Loan; (iii) such Mortgage Loan is
repurchased by the Mortgage Loan Seller pursuant to Sections 2.05 or 3.01(d) of
the Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is repurchased by
the Loan Originator pursuant to Section 3 of the Warranty Agreement; (v) such
Mortgage Loan is repurchased by the Ownership Certificateholder pursuant to
Section 11.01 of the Indenture; or (vi) such Specially Serviced Mortgage Loan is
purchased (or sold to a third-party) by the Special Servicer pursuant to Section
6.05 of the Servicing Agreement.
"Liquidation Proceeds": Cash (including any Excess Insurance
Proceeds or Excess Condemnation Proceeds, but excluding REO Proceeds) received
in connection with the liquidation of a Mortgage Loan or Specially Serviced
Mortgage Loan, whether through the sale or assignment of such Mortgage Loan,
trustee's sale, foreclosure sale or otherwise.
"Loan Maturity Date": With respect to any Mortgage Loan as of any
date of determination, the date on which the last payment of principal is due
and payable under the related Mortgage Note.
"Loan Originator": Southern Pacific Bank, a California banking
corporation, and its successors in interest.
"Loss Mortgage Loan": Any Mortgage Loan (i) as to which a
Liquidation Event has occurred, (ii) with respect to which the Master Servicer,
the Indenture Trustee or the Fiscal Agent, as applicable, has determined that an
Advance previously made or proposed to be made is a Nonrecoverable Advance, or
(iii) with respect to which a Deficient Valuation has been made or a portion of
the principal balance thereof has been otherwise permanently forgiven, by
modification or otherwise.
"MAI Appraisal": Any appraisal prepared by an Independent member of
the Appraisal Institute (who has five years' experience with property types
comparable to the property type of the related Mortgaged Property and in the
jurisdiction in which the related Mortgaged Property is located) required
pursuant to Section 6.13 of the Servicing Agreement.
"Margin": With respect to the Class A-1, Class A-2, Class A-3, Class
B, Class C, Class D and Class E Bonds, the percentages set forth below:
Class Margin
----- ------
A-1 0.28%
A-2 0.42%
A-3 0.60%
B 0.88%
C 1.55%
D 2.00%
E 2.35%
"Master Servicer": Banc One Mortgage Capital Markets, LLC, a
Delaware limited liability company, and its successors in interest, or any
successor servicer appointed as such as provided in the Servicing Agreement.
"Master Servicing Duties": The duties and obligations of the Master
Servicer under the Servicing Agreement.
"Master Servicer Fee": With respect to each Mortgage Loan and for
any Payment Date, an amount equal to one-twelfth of the product of (a) the
Master Servicing Fee Rate and (b) the Stated Principal Balance of each Mortgage
Loan as of the Due Date in the preceding calendar month, calculated on the basis
of a 360-day year consisting of twelve 30-day months. The Master Servicer Fee
includes the fee payable to the Primary Servicer.
"Master Servicing Fee Rate": A fee rate of 0.30%.
"Maturity": With respect to any Bond, the date, if any, as of which
the principal of and interest on such Bond (or in the case of the Class S and
Class X Bonds, the final Class S Scheduled Payment and Class X Scheduled
Payment, respectively, or the Class S Early Termination Amount and Class X Early
Termination Amount, respectively) has become due and payable as provided in the
Indenture, whether at the Stated Maturity Date, if any, by declaration of
acceleration or otherwise.
"Maximum Offered Bond Rate": With respect to any Offered Bond (other
than the Class S Bonds), 14.00% per annum.
"Monitoring Bondholder": Each Holder (or Bond Owner, if applicable)
of a Bond of a Monitoring Class as certified to the Indenture Trustee from time
to time by such Holder or Bond Owner.
"Monitoring Class": As defined in Section 11.01(c) of the
Servicing Agreement.
"Monthly Payment": The amount due in respect of any Mortgage Loan on
any related Due Date, equal to the amount of the monthly payment that is
scheduled to be due in respect thereof on such date in accordance with the terms
of such Mortgage Loan in effect on the Closing Date (including any adjustments
made from time to time after the Closing Date to the Mortgage Interest Rate in
accordance with such terms), and assuming that each prior Monthly Payment has
been made in a timely manner.
"Mortgage": The mortgage, deed of trust or other instrument creating
a first lien on an estate in fee simple or leasehold interest in real property
securing a Mortgage Note, including the assignment of leases and rents related
thereto.
"Mortgage Collateral": As used with respect to the Bonds, the
Pledged Mortgage Loans plus all payments thereon after the Cut-Off Date
(excluding Prepayment Premiums collected on such Mortgage Loans), together with
the related Mortgage Loan Files and Servicing Files and the Issuer's interest in
any Mortgaged Property that secured any Mortgage Loan but which is acquired by
foreclosure or deed in lieu of foreclosure or otherwise after the Closing Date.
"Mortgage Interest Rate": With respect to any Mortgage Loan, the
annual rate at which interest accrues on such Mortgage Loan in accordance with
the terms of the related Mortgage Note.
"Mortgage Loan": Each of the mortgage loans which has been Granted
as Collateral pursuant to the Indenture and accepted by the Indenture Trustee
pursuant to Section 13.01 of the Indenture and from time to time held by the
Indenture Trustee on behalf of the Bondholders, the Mortgage Loans so held
pursuant to Section 13.01 of the Indenture being identified on the Mortgage Loan
Schedule (including, any successor REO Mortgage Loan). As used in this
definition, the term "mortgage loan" includes the related Mortgage Note,
Mortgage and other security documents contained in the related Mortgage Loan
File but does not include the right to any Prepayment Premiums remitted by a
Mortgagor with respect to a Mortgage Loan, which Prepayment Premiums shall be
the property of the Mortgage Loan Seller.
"Mortgage Loan Documents": With respect to each Mortgage Loan, to
the extent applicable, each document or instrument set forth in clauses
(i)-(viii) of the definition of Mortgage Loan File, any collateral assignments
of property management agreements and other services agreements required by the
applicable commitment and other loan documents and all assumption, modification,
consolidation, substitution and extension agreements, any physical assessment
report of the Mortgaged Property, all surveys, all insurance policies, any
environmental site assessment of the Mortgaged Property, any lease subordination
agreements and tenant estoppels, any borrower's counsel opinions and other
agreements, if any, pertaining to such Mortgage Loan.
"Mortgage Loan File": With respect to any Pledged Mortgage Loan,
collectively, the following documents:
(i) the original executed Mortgage Note (or, if accompanied by a
"lost note" affidavit, a copy thereof), endorsed by the
Mortgage Loan Seller or the prior holder of record, in blank
or as follows: "Pay to the order of LaSalle National Bank, as
indenture trustee for the registered holders of ICCMAC
Multifamily and Commercial Trust 1999-1, Collateralized
Mortgage Bonds, Series 1999-1, without recourse";
(ii) an original of the Mortgage and of any intervening assignments
thereof that precede the assignment referred to in clause (iv)
of this definition, with evidence of recording indicated
thereon (unless such document has not yet been returned from
the applicable recording office, in which case a certified
copy of such document as submitted for recording);
(iii) an original of any related Assignment of Leases and Rents (if
such item is a document separate from the Mortgage) and of any
intervening assignments thereof that precede the assignment
referred to in clause (v) of this definition, with evidence of
recording indicated thereon (unless such document has not yet
been returned from the applicable recording office, in which
case a certified copy of such document as submitted for
recording);
(iv) an original Assignment of Mortgage, executed by the Mortgage
Loan Seller or the prior holder of record, in blank or to the
order of the Indenture Trustee, with the assignment to the
Indenture Trustee in the following form: "LaSalle National
Bank, as indenture trustee for the registered holders of
ICCMAC Multifamily and Commercial Trust 1999-1, Collateralized
Mortgage Bonds, Series 1999-1," in recordable form;
(v) an original assignment of any related Assignment of Leases and
Rents (if such item is a document separate from the Mortgage),
executed by the Mortgage Loan Seller or the prior holder of
record, in blank or to the order of the Indenture Trustee,
with the assignment to the Indenture Trustee in the following
form: "LaSalle National Bank, as indenture trustee for the
registered holders of ICCMAC Multifamily and Commercial Trust
1999-1, Collateralized Mortgage Bonds, Series 1999-1," in
recordable form;
(vi) originals or certified copies of all assumption, modification,
consolidation, substitution and extension agreements in those
instances where the terms or provisions of the Mortgage or
Mortgage Note have been modified or the Mortgage or Mortgage
Note has been assumed;
(vii) the original or a copy of the policy or certificate of
lender's title insurance issued on the date of the origination
of such Pledged Mortgage Loan, or, if such policy has not been
issued, an irrevocable, binding commitment to issue such title
insurance policy, or, with respect to each related Mortgage
Loan for which the related Mortgaged Property is located in a
jurisdiction which does not provide for a lender's title
insurance policy, an attorney's opinion of title by an
attorney licensed to practice Law in the jurisdiction where
the related Mortgaged Property is located;
(viii)either (A) the originals of all intervening assignments
(other than the assignments set forth above), if any,
including warehousing assignments, with evidence of recording
thereon, (B) copies of such assignments certified by a title
company, if any, or escrow company to be true and complete
copies thereof where the originals have been transmitted for
recording until such time as the originals are returned by the
public recording office, or (C) copies of such assignments
certified by the public recording offices where such
assignments were recorded to be true and complete copies
thereof in those instances where the public recording offices
retain the original or where the original recorded assignments
are lost; and
(ix) any escrow, guarantee and environmental liability agreement.
provided, that whenever the term "Mortgage Loan File" is used to refer to
documents actually received by the Indenture Trustee or by a Custodian on its
behalf, such term shall not be deemed to include such documents required to be
included therein unless they are actually so received, and with respect to any
receipt or certification by the Indenture Trustee or the Custodian for documents
described in clause (vi) of this definition, shall be deemed to include only
such documents to the extent a Responsible Officer of the Indenture Trustee or
Custodian has actual knowledge of their existence.
"Mortgage Loan Purchase Agreement": The Mortgage Loan Purchase
Agreement, dated as of February 1, 1999, between the Mortgage Loan Seller and
the Depositor regarding the sale, transfer and assignment of the Mortgage Loans
to the Depositor, a copy of which is attached to the Indenture as Exhibit F.
"Mortgage Loan Schedule": The list of Mortgage Loans sold by the
Mortgage Loan Seller to the Depositor pursuant to the Mortgage Loan Purchase
Agreement which were simultaneously transferred to the Issuer pursuant to the
Deposit Trust Agreement and pledged by the Issuer to the Indenture Trustee and
granted as Collateral to secure the Bonds pursuant to the Indenture. Such list
is attached to the Servicing Agreement as Exhibit A, to the Indenture as
Schedule I, and to the Mortgage Loan Purchase Agreement as Exhibit A.
"Mortgage Loan Seller": Imperial Credit Commercial Mortgage
Investment Corp., a Maryland corporation, and its successors in interest.
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, together with any rider,
addendum or amendment thereto, or any renewal, substitution or replacement of
such note.
"Mortgaged Property": The underlying property (including any REO
Property) that secures a Mortgage Loan, in each case consisting of a parcel or
parcels of land improved by a commercial and/or multifamily building or
facility, together with any personal property, fixtures, leases and other
property or rights pertaining thereto.
"Mortgagor": The obligor or obligors on a Mortgage Note, including
without limitation, any Person that has acquired the related Mortgaged Property
and assumed the obligations of the original obligor under the Mortgage Note.
"New Lease": Any lease of an REO Property entered into at the
direction of the Special Servicer on behalf of the Issuer, including any lease
renewed, modified or extended on behalf of the Issuer, if the Issuer has the
right to renegotiate the terms of such lease.
"Nonrecoverable Advance": Any Advance previously made or proposed to
be made by the Master Servicer, the Special Servicer, the Indenture Trustee or
the Fiscal Agent, in respect of a Mortgage Loan which together with interest
thereon, in the reasonable good faith judgment of the Master Servicer, the
Special Servicer, the Indenture Trustee or the Fiscal Agent, as applicable, will
not, or, in the case of a proposed Advance, would not, together with interest at
the Advance Rate thereon, be ultimately recoverable by the Master Servicer, the
Special Servicer, the Indenture Trustee or the Fiscal Agent, as applicable, from
net proceeds and collections received solely with respect to such Mortgage Loan
or the related Mortgaged Property, including related Excess Insurance Proceeds,
Liquidation Proceeds, REO Proceeds, Excess Condemnation Proceeds and escrowed
amounts, which determination shall be set forth in a Nonrecoverable Advance
Certificate filed with the Indenture Trustee. The Indenture Trustee and the
Fiscal Agent may conclusively rely on the determination of nonrecoverability
made by the Master Servicer or the Special Servicer.
"Nonrecoverable Advance Certificate": A certificate signed by a
Servicing Officer of the Master Servicer, or by a Responsible Officer of the
Indenture Trustee or the Fiscal Agent, as applicable, setting forth the
determination of a Nonrecoverable Advance and the procedures and considerations
of the Master Servicer, the Special Servicer, the Indenture Trustee or the
Fiscal Agent, as applicable, forming the basis of such determination (including
but not limited to copies of information such as related income and expense
statements, any appraisals, rent rolls, occupancy status, property inspections,
and other Servicer inquiries with respect to the value of the related Mortgaged
Property).
"Non-Registered Bond": Any Bond that has not been registered under
the Securities Act. As of the Closing Date, the Non-Registered Bonds are the
Class X, Class F, Class G and Class H Bonds.
"Non-U.S. Person": A person other than a U.S. Person.
"Offered Bonds": Any Class X-0, Xxxxx X-0, Class S, Class A-3, Class
B, Class C, Class D or Class E Bond.
"Officer's Certificate": A certificate signed by any one Authorized
Officer of the Person from whom said certificate is required or, in the case of
an Officer's Certificate of the Issuer, a certificate signed by any Authorized
Officer of the Owner Trustee, and, to the extent delivered to the Indenture
Trustee, complying with the applicable requirements of Section 14.01 of the
Indenture. Unless otherwise specified, any reference in the Indenture to an
Officer's Certificate shall be to an Officer's Certificate of the Issuer.
"One-Month LIBOR": With respect to any Payment Date, the applicable
one-month LIBOR rate for one-month U.S. dollar deposits, determined as set forth
in Section 1.03 of the Indenture.
"Operative Agreements": The Indenture, the Servicing Agreement, the
Primary Servicing Agreement, the Deposit Trust Agreement, the Holding Trust
Agreement, the Administration Agreement, the Mortgage Loan Purchase Agreement
and the Warranty Agreement.
"Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be salaried counsel for the Issuer, the Depositor, the Mortgage Loan
Seller, the Master Servicer, or Special Servicer (if required to be delivered
under any of the Operative Agreements, then acceptable and delivered to the
Indenture Trustee), except that any opinion of counsel relating to (i) federal
income taxation matters, (ii) the resignation of the Master Servicer or the
Special Servicer pursuant to Section 3.11 of the Servicing Agreement, or (iii)
any actions or duties which cannot be undertaken or are no longer permitted
under applicable Law, must be an opinion of counsel who is Independent.
"Outstanding": Shall mean, as of any date of determination, all
Bonds theretofore authenticated and delivered under the Indenture, except:
(i) Bonds theretofore canceled by the Bond Registrar or delivered to
the Bond Registrar for cancellation;
(ii) Bonds or portions thereof for whose payment or redemption money
in the necessary amount has been theretofore deposited with the
Indenture Trustee or any other Paying Agent (other than the
Issuer) in trust for the Holders of such Bonds; provided,
however, that if such Bonds are to be redeemed, notice of such
redemption has been duly given pursuant to the Indenture or
provision therefor, satisfactory to the Indenture Trustee or any
other Paying Agent, has been made; and
(iii)Bonds in exchange for or in lieu of which other Bonds have been
authenticated and delivered pursuant to the Indenture, other than
any such Bonds in respect of which there shall have been
presented to the Bond Registrar proof satisfactory to it that
such Bonds are held by a bona fide purchaser in whose hands such
Bonds are valid obligations of the Issuer;
provided, however, that in determining whether the Holders of Bonds with the
requisite aggregate Bond Principal Amount, or representing the requisite
percentage of Voting Rights, have given any request, demand, authorization,
vote, direction, notice, consent or waiver hereunder, except as otherwise
expressly provided herein, Bonds owned by the Issuer, any other obligor on Bonds
or the Depositor (each of the foregoing Persons, solely for purposes of this
definition, an "Interested Person") or by any Affiliate of an Interested Person
shall be disregarded and deemed not to be Outstanding (unless any such Person or
Persons owns all the Bonds), except that, in determining whether the Indenture
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Bonds which the Bond
Registrar knows to be so owned shall be so disregarded, and also except that
Bonds so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Bond Registrar
in its sole discretion the pledgee's right to act with respect to such Bonds and
that the pledgee is not an Interested Person or any Affiliate of an Interested
Person.
"Owner Trustee": Wilmington Trust Company, a Delaware banking
corporation, or its successors in interest, in its capacity as trustee under the
Deposit Trust Agreement.
"Owner Trustee Calculation Fee Rate" With respect to any Payment
Date, the rate per annum represented by a fraction, (i) the numerator of which
is $4,000 and (ii) the denominator of which is Stated Principal Balance of the
Mortgage Loans as of the first day of the immediately preceding calendar month.
"Owner Trustee Fee": An annual fee of $4,000.00, payable monthly on
each Payment Date, plus any additional fees and expenses payable to the Owner
Trustee, as set forth in the written Fee and Indemnity Agreement among the Owner
Trustee, the Mortgage Loan Seller and the Depositor.
"Owner Trustee's Agent": Any agent or attorney of the Owner Trustee
appointed by the Owner Trustee to execute one or more of the trusts or powers
hereunder.
"Owner Trustee's Office": The principal corporate trust office of
the Owner Trustee at which, at any particular time, its corporate trust business
is administered, which office at the Closing Date is located at the address of
the Owner Trustee set forth in Section 13.4 of the Deposit Trust Agreement.
"Ownership Certificate": The certificate which represents 100% of
the Issuer's Equity, with an "Ownership Certificate" designation on the face
thereof, executed and authenticated by the Owner Trustee and substantially in
the form of Exhibit A attached to the Deposit Trust Agreement.
"Ownership Certificateholder": With respect to the Ownership
Certificate, the Person in whose name the Ownership Certificate is registered on
the Ownership Certificate Register. Initially, the Holding Trust shall be the
Ownership Certificateholder.
"Ownership Interest": As to any Bond, any ownership or security
interest in such Bond as the Holder thereof and any other interest therein,
whether direct or indirect, legal or beneficial, as owner or as pledgee.
"Paying Agent": The Indenture Trustee or any other Person that meets
the eligibility standards for a Paying Agent specified in Section 3.03 of the
Indenture and is authorized and appointed pursuant to Section 3.03 of the
Indenture by the Issuer to pay the principal of, or interest on any Bonds on
behalf of the Issuer. The principal office of the initial Paying Agent is
located at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000.
"Payment Account": The segregated trust account or accounts created
and maintained by the Indenture Trustee pursuant to Section 8.01 of the
Indenture.
"Payment Date": The 25th day of each month, or if such 25th day is
not a Business Day, the next succeeding Business Day, commencing in March 1999.
The final Payment Date on any Bond shall occur only after due notice by the
Indenture Trustee and only upon presentation and surrender of such Bond at the
location specified on the notice given by the Indenture Trustee.
"P&I Advance": As to any Mortgage Loan, any advance made by the
Master Servicer, the Trustee or the Fiscal Agent pursuant to Section 4.05 of the
Servicing Agreement. Each reference to the payment or reimbursement of a P&I
Advance shall be deemed to include, whether or not specifically referred to and
without duplication, payment or reimbursement of interest thereon at the Advance
Rate from and including the date of the making of such P&I Advance through and
including the date of payment or reimbursement.
"Percentage Interest": With respect to any Bond, the portion of the
relevant Class evidenced by such Bond, expressed as a percentage, the numerator
of which is the initial Bond Principal Amount of such Bond as of the Closing
Date, as specified on the face thereof, and the denominator of which is the
initial aggregate Bond Principal Amount of the relevant Class.
"Permitted Investments": Any one or more of the obligations and
securities listed below that provide for a date of maturity of not more than 30
days but in any event not later than the date prior to the date such funds will
be required to be available for distribution:
(i) direct obligations of, and obligations fully guaranteed by, the
United States of America, or any agency or instrumentality of the
United States of America the obligations of which are backed by
the full faith and credit of the United States of America;
(ii) federal funds, time deposits in, unsecured certificates of
deposits of, or bankers' acceptances issued by, any depository
institution or trust company incorporated or organized under the
Laws of the United States of America or any state thereof and
subject to supervision and examination by federal and/or state
banking authorities, the commercial paper or other short-term
debt obligations of such depository institution or trust company
(or, in the case of a depository institution or trust company
which is the principal subsidiary of a holding company, the
commercial paper or other short-term debt obligations of such
holding company) which has the Required Rating and a maturity of
not more than 365 days;
(iii)commercial or finance company paper (including both
non-interest-bearing discount obligations and interest-bearing
obligations payable on demand or on a specified date not more
than 270 days after the date of issuance thereof) that has the
Required Rating for short-term debt;
(iv) repurchase obligations with respect to any security described in
clause (i) above entered into with a depository institution or
trust company (acting as principal) meeting the rating standards
described in clause (ii) above and having maturities of not more
than 365 days;
(v) units of taxable money market funds, which funds seek to maintain
a constant asset value and have been rated "AAAm" or "AAAmg" by
Standard & Poor's, and by any other Rating Agency in its highest
rating category, or which have been designated in writing by each
Rating Agency as Permitted Investments for purposes of this
definition; and
(vi) any other obligation or security acceptable to each Rating
Agency, as confirmed in writing that would not result in a
downgrading, qualification or withdrawal of the ratings then
assigned to the Bonds;
provided, however, that no such instrument shall be a Permitted Investment if
(v) such instrument evidences a right to receive either (A) only interest
payments with respect to the obligations underlying such instrument or (B) both
principal and interest payments derived from obligations underlying such
instrument and the principal and interest payments with respect to such
instrument provide a yield to maturity of greater than 120% of the yield to
maturity at par of such underlying obligations; (w) its terms do not have a
predetermined fixed dollar amount of principal due at maturity that cannot vary
or change; (x) to the extent rated, an "r" highlighter is affixed to its rating;
(y) to the extent the related interest rate is variable, interest thereon is not
tied to a single interest rate index plus a single fixed spread (if any), or
does not move proportionately with that index; or (z) such instrument is
purchased at a premium over par.
"Person": Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability corporation, limited liability company, limited liability partnership,
or government or any agency or political subdivision thereof.
"Phase I Environmental Report": A report similar in form and
substance to a "phase I" report, as described in, and meeting the criteria of,
(i) Chapter 5 of the Federal National Mortgage Association Multifamily Guide or
any successor provisions covering the same subject matter, in the case of
Specially Serviced Mortgage Loans as to which the related Mortgaged Property is
multifamily property or (ii) the American Society for Testing and Materials in
the case of Specially Serviced Mortgage Loans as to which the related Mortgaged
Property is a non-multifamily property.
"Plan": Any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Xxxxx plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or the Code.
"Pledged Account": Any account, including the Collection Account and
the Payment Account, Granted as security for the Bonds.
"Pledged Mortgage Loan": Any one of the Mortgage Loans pledged to
the Indenture Trustee by the Issuer pursuant to the granting clause of the
Indenture, that from time to time are held as a part of the Trust Estate and as
are more fully described on Schedule I of the Indenture.
"Predecessor Bond": With respect to any Bond and Class, every
previous Bond and Class evidencing all or a portion of the same debt as that
evidenced by such Bond; for the purpose of this definition, any Bond
authenticated and delivered under Section 2.06 of the Indenture in lieu of a
mutilated, lost, destroyed or stolen Bond of the same Class shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Bond.
"Prepayment Interest Excess": With respect to any Payment Date, for
each Mortgage Loan that was subject to a Principal Prepayment in full or in part
after the Due Date occurring in the related Collection Period, the amount of
interest accrued at the Remittance Rate for such Mortgage Loan on the amount of
such Principal Prepayment during the period from and after such Due Date, to the
extent collected.
"Prepayment Interest Shortfall": With respect to any Payment Date,
for each Non-Specially Serviced Mortgage Loan that was subject to a Principal
Prepayment in full or in part prior to the Due Date occurring in the related
Collection Period, the amount of interest that would have accrued at the
Remittance Rate (but without subtracting the Indenture Trustee Fee from the
calculation thereof) for such Mortgage Loan on the amount of such Principal
Prepayment during the period commencing on the date as of which such Principal
Prepayment was applied to the unpaid principal balance of such Mortgage Loan and
ending on the day immediately preceding such Due Date, inclusive.
"Prepayment Premium": Any premium, penalty or fee paid or payable,
as set forth in the related Mortgage Note, by a Mortgagor in connection with a
Principal Prepayment. The right to receive Prepayment Premiums shall be retained
by the Mortgage Loan Seller.
"Primary Servicer": Initially, Southern Pacific Bank, pursuant to
the Primary Servicing Agreement.
"Primary Servicing Agreement": The Primary Servicing Agreement,
dated as of February 1, 1999, between the Master Servicer and the Primary
Servicer regarding the initial primary servicing of the Mortgage Loans (except
for Specially Serviced Mortgage Loans) by the Primary Servicer, and any
amendments or supplements thereto.
"Prime Rate": As of any day, the per annum rate reported as the
"Prime Rate" in The Wall Street Journal on the immediately preceding Business
Day.
"Principal Payment Amount": With respect to any Payment Date, the
aggregate of the following:
(i) the principal portions of all Monthly Payments (other than
Balloon Payments) due, and any Assumed Monthly Payments deemed
due, as the case may be, in respect of the Mortgage Loans for
their respective Due Dates occurring during the related
Collection Period, to the extent such Monthly Payments or Assumed
Monthly Payments, as applicable, are received during such
Collection Period or a P&I Advance is made with respect to such
Monthly Payments or Assumed Monthly Payments prior to such
Payment Date;
(ii) all payments (including Principal Prepayments and Balloon
Payments, but excluding Prepayment Premiums) and other
collections (including Liquidation Proceeds, Condemnation
Proceeds and Insurance Proceeds) that were received on or in
respect of the Mortgage Loans during the related Collection
Period and that were identified and applied by the Master
Servicer or Special Servicer, as applicable, as recoveries of
principal thereof, in each case net of any portion of such
payment or other collection 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 related Collection Period and not
previously recovered; and
(iii)if such Payment Date is subsequent to the initial Payment Date,
the excess, if any, of (A) the Principal Payment Amount for the
immediately preceding Payment Date, over (B) the aggregate
payments of principal made in respect of the Bonds on such
immediately preceding Payment Date.
"Principal Prepayment": Any payment or other recovery of principal
on a Mortgage Loan that is received in advance of its scheduled Due Date which
is not accompanied by an amount of interest representing scheduled interest due
on any date or dates in any month or months subsequent to the month of
prepayment.
"Private Bonds": The Class X, Class F, Class G and Class H Bonds.
"Proceeding": Any suit in equity, action at Law or other judicial or
administrative proceeding.
"Property Protection Advance": Any expenses identified in the
Servicing Agreement as Property Protection Expenses which are required to be
advanced by the Master Servicer, or by the Special Servicer, consistent with
Accepted Master Servicing Practices or Accepted Special Servicing Practices, as
applicable, or by the Indenture Trustee or the Fiscal Agent, to the extent the
Master Servicer or the Special Servicer fails to make such advances.
"Property Protection Expenses": The following costs and expenses,
but, with respect to items (ii) through (xiii) below, only to the extent that
they are paid to third persons in arms' length arrangements, which may, to the
extent expressly approved in the related Asset Strategy Report as to the Special
Servicer, be Affiliates, who are generally in the business of providing such
goods and services and that such expenses are reasonable for the types of goods
or services provided in the geographical area in which such goods or services
are provided: (i) real estate taxes, assessments and similar charges; (ii)
premiums for insurance; (iii) utility costs; (iv) payments required under
service contracts, including but not limited to service contracts for heating,
ventilation and air conditioning systems, elevators, landscape maintenance, pest
extermination, security, model furniture, swimming pool service, trash removal,
answering service, credit checks and monitoring the satisfaction of real estate
tax assessments and the designation from time to time of special flood hazard
areas; (v) payroll costs and benefits for on-site maintenance personnel,
including but not limited to housekeeping employees, porters and general
maintenance and security employees; (vi) property management fees; (vii) usual
and customary leasing and sales brokerage expenses and commissions and other
costs and expenses associated with marketing, selling or otherwise disposing of
Specially Serviced Mortgage Loans or REO Properties including, without
limitation, marketing brochures, auction services, reasonable legal fees,
surveys, title insurance premiums and other title company costs; (viii) permits,
licenses and registration fees and costs; (ix) any expense necessary in order to
prevent or cure a breach under a lease, contract or agreement, if the
consequences of failure to prevent or cure could, in the sole judgment of the
Special Servicer, have a material adverse effect with respect to the Mortgage
Loan, REO Property or Mortgaged Property; (x) any expense necessary in order to
prevent or cure a material violation of any applicable Law, regulation, code or
ordinance with respect to any Mortgaged Property, including without limitation
any environmental remediation; (xi) costs and expenses of appraisals,
valuations, surveys, inspections, environmental assessments, credit reports, or
market studies (including, in each case, review thereof); (xii) other such
reasonable marketing, legal, accountants expert witness fees and other fees and
expenses incurred by the Special Servicer in connection with the enforcement,
collection, foreclosure, management and operation of Specially Serviced Mortgage
Loans or REO Properties, the bankruptcy of any related Mortgagor, and the
performance of their servicing duties under the Servicing Agreement; and (xiii)
such other expenses as are reasonable and immediately necessary to operate a
Mortgaged Property or REO Property and to protect and maintain the lien of the
Mortgage on such Mortgaged Property or REO Property or to enforce the related
Mortgage Loan Documents.
"Prospectus": The prospectus, dated February 19, 1999 of the
Depositor.
"Prospectus Supplement": The prospectus supplement, dated March 5,
1999 to the Prospectus prepared by the Depositor in connection with the offering
of the Class X-0, Xxxxx X-0, Class S, Class A-3, Class B, Class C, Class D and
Class E Bonds.
"PTCE": A "prohibited transaction class exemption", as related to
ERISA.
"Purchase Price": With respect to any Mortgage Loan, the unpaid
principal balance thereof as of the date of purchase, together with (i) all
unpaid accrued interest thereon at the Mortgage Interest Rate on such Mortgage
Loan from the date as to which interest was last paid by the related Mortgagor
to the Due Date in the Collection Period in which the relevant repurchase is to
occur, (ii) all related unreimbursed Property Protection Advances, (iii) all
accrued and unpaid interest on related Advances, (iv) any related compensation
payable to the Special Servicer, and (v) any expense arising out of the
enforcement of the repurchase obligation and any costs associated with such
repurchase.
"QIB": A "qualified institutional buyer" within the meaning of Rule
144A.
"QRS": A "qualified REIT subsidiary" within the meaning of Section
856(i) of the Code.
"Qualified Insurer": An insurance company:
(i) duly qualified as such under the Laws of the state in which the
related Mortgaged Property is located;
(ii) duly authorized and, if required, licensed in such state to
transact the applicable insurance business and to write the
insurance provided; and
(iii)whose claims paying ability is rated at least "A" by each Rating
Agency (or, if not rated by each of the Rating Agencies, rated at
least "A" by Standard & Poor's and any other nationally
recognized statistical rating organization which rates the claims
paying ability of such insurance company.
"Rated Bond": Any of the Class X-0, Xxxxx X-0, Class S, Class A-3,
Class B, Class C, Class D, Class E, Class X, Class F, Class G and Class H Bonds.
"Rating Agency": Each of Standard & Poor's and DCR.
"Real Estate Loan Purchase and Sale Agreements": Collectively, those
four individual Agreements for Purchase and Sale of Real Estate Loans, dated as
of October 1, 1997, December 8, 1997, March 27, 1998 and June 30, 1998, each
between the Mortgage Loan Seller and the Loan Originator, whereby the Mortgage
Loan Seller acquired the Mortgage Loans from the Loan Originator.
"Realized Loss": With respect to each Loss Mortgage Loan for which
(A) an event set forth in clause (i) or (ii) of the definition of Loss Mortgage
Loan has occurred, an amount equal to (i) the Stated Principal Balance of the
Loss Mortgage Loan as of the date of such event, plus (ii) interest at the
Remittance Rate from the Due Date as to which interest was last paid or advanced
to Bondholders up to the last day of the month in which such event occurred on
the Stated Principal Balance of such Loss Mortgage Loan outstanding during each
Collection Period that such interest was not paid or advanced, plus (iii) any
unreimbursed Advances and interest accrued and payable thereon at the Advance
Rate, minus (iv) the proceeds, if any, received during the month in which such
event occurred, to the extent applied as recoveries of interest at the
Remittance Rate and to principal of the Mortgage Loan, or (B) an event set forth
in clause (iii) of the definition of Loss Mortgage Loan has occurred, the amount
determined to have been permanently forgiven.
With respect to each Loss Mortgage Loan with respect to which an
Advance previously made has been determined to be a Nonrecoverable Advance an
amount (not less than zero) equal to (i) the Stated Principal Balance of the
Mortgage Loan (or REO Mortgage Loan) as of the date of such determination, plus
(ii) interest at the Remittance Rate from the Due Date as to which interest was
last paid or advanced to Bondholders up to the last day of the month in which
such determination was made on the Stated Principal Balance of such Mortgage
Loan (or REO Mortgage Loan) outstanding during each Collection Period that such
interest was not paid or advanced, plus (iii) any unreimbursed Advances and
interest accrued and payable thereon at the Advance Rate, minus (iv) the
proceeds, if any, received during the month in which such determination was
made, to the extent applied as recoveries of interest at the Remittance Rate and
to principal of the Mortgage Loan.
With respect to each Mortgage Loan which has become the subject of a
Deficient Valuation, the difference between the principal balance of the
Mortgage Loan outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the Deficient Valuation.
Realized Losses will not be allocated to reduce the Bond Principal Amounts of
the Bonds.
"Record Date": With respect to any Class of Bonds, the Ownership
Certificate or the Holding Trust Certificate for any Payment Date, the last
Business Day of the month immediately preceding the month in which the related
Payment Date occurs (or, in the case of the first Payment Date, the Closing
Date).
"Redemption Date": The Payment Date specified by the Indenture
Trustee for the redemption of Bonds of any Class pursuant to Section 11.01 of
the Indenture.
"Redemption Price": The greater of (i) the Bond Redemption Amount
and (ii) the aggregate fair market value of the Mortgage Loans and any REO
Properties included in the Trust Estate.
"Registration Statement": The Depositor's Registration Statement on
Form S-3, No. 333-61305, which was filed with the Commission pursuant to the
Securities Act and declared effective on November 20, 1998.
"Registered Bond": Any Bond registered under the Securities Act.
"Registered Holder": The Person whose name appears on the Bond
Register on the applicable Record Date.
"REIT": A "real estate investment trust" within the meaning of
Section 856(a) of the Code.
"Remittance Date": With respect to each Payment Date, one Business
Day preceding such Payment Date.
"Remittance Rate": With respect to any Mortgage Loan as of any
Payment Date, the per annum rate equal to the excess of the related Mortgage
Interest Rate (without giving effect to any modification, waiver, or amendment
or other reduction thereof following the Cut-Off Date) after giving effect to
the Master Servicer Fee and the Indenture Trustee Fee on the Mortgage Loans as
of the Due Date in the month preceding the month in which such Payment Date
occurs.
"Remittance Report": The report prepared pursuant to Section 4.09(a)
of the Servicing Agreement.
"Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.
"REO Account": The trust account or accounts created and maintained
by the Master Servicer pursuant to Section 6.06 of the Servicing Agreement which
shall be entitled "Banc One Mortgage Capital Markets, LLC, in trust for LaSalle
National Bank, as Indenture Trustee, in trust for Holders of ICCMAC Multifamily
and Commercial Trust 1999-1, Collateralized Mortgage Bond Series 1999-1, REO
Account" and which must be an Eligible Account.
"REO Account Report": The report prepared pursuant to Section
6.08(b) of the Servicing Agreement.
"REO Acquisition": The acquisition by the Special Servicer on behalf
of the Issuer for the benefit of the Bondholders of any Mortgaged Property.
"REO Mortgage Loan": Any Mortgage Loan as to which the related
Mortgaged Property has been acquired by the Special Servicer on behalf of the
Issuer through foreclosure or by deed in lieu of foreclosure, or otherwise in
connection with a defaulted Mortgage Loan, until the Special Servicer has
determined that all amounts that it reasonably expects to recover from or on
account of such Mortgage Loan have been recovered, whether from Excess
Condemnation Proceeds, Excess Insurance Proceeds, Condemnation Proceeds,
Insurance Proceeds, Liquidation Proceeds, REO Proceeds or otherwise (in which
case such Mortgage Loan shall no longer be an REO Mortgage Loan).
"REO Proceeds": Proceeds received in respect of any REO Property
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
"REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of the Issuer and is part of the Trust Estate securing the
Bonds through foreclosure, deed-in-lieu of foreclosure or otherwise in
connection with a defaulted Mortgage Loan.
"Representative": X.X. Xxxxxx Securities Inc., acting on behalf of
the several Underwriters pursuant to the Underwriting Agreement.
"Request for Release and Receipt of Documents": A written Request
for Release and Receipt of Documents, substantially in the form of Exhibit B to
the Servicing Agreement.
"Required Rating": For purposes of the definition of "Permitted
Investments" the following ratings:
(a) with respect to commercial paper, short-term debt obligations or
other short-term deposits, the highest short-term rating category of each Rating
Agency (or, if such obligations are not rated by DCR, any two nationally
recognized statistical rating organizations, which shall include Standard &
Poor's and any other rating agency which rates such obligations or deposits; or
(b) with respect to long-term debt obligations, the highest
long-term rating category of each Rating Agency (or, if such obligations are not
rated by DCR, any two nationally recognized statistical rating organizations,
which shall include Standard & Poor's and any other rating agency which rates
such obligations or deposits.
"Resolution": A copy of a resolution certified by an Authorized
Officer of the Owner Trustee to have been duly adopted by the Owner Trustee and
to be in full force and effect on the date of such certification.
"Responsible Officer": As used with respect to the Indenture Trustee
or the Fiscal Agent, any officer assigned to and working in its Asset Backed
Securities Trust Services Group with direct responsibility for the
administration of the Servicing Agreement and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.
As used with respect to the Owner Trustee, any officer of the Owner
Trustee assigned to the Owner Trustee's Office with direct responsibility for
the administration of the Owner Trust Agreement and also, with respect to a
particular matter, any officer of the Owner Trustee employed within the Owner
Trustee's Office, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject, and, in
the case of any certification required to be signed by a Responsible Officer,
such an officer whose name appears on a list of corporate trust officers
furnished to the Depositor and the Indenture Trustee by the Owner Trustee, as
such list may from time to time be amended.
As used with respect to the Holding Trustee, any officer of the
Holding Trustee assigned to the Holding Trustee's Office with direct
responsibility for the administration of the Holding Trust Agreement and also,
with respect to a particular matter, any officer of the Holding Trustee employed
within the Holding Trustee's Office, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject, and, in the case of any certification required to be signed
by a Responsible Officer, such an officer whose name appears on a list of
corporate trust officers furnished to the Trustor by the Holding Trustee, as
such list may from time to time be amended.
"Retained Public Bonds": The Class D and Class E Bonds.
"Rule 144A": Rule 144A under the Securities Act.
"Scheduled Payments": Any of the Class S Scheduled Payments and the
Class X Scheduled Payments, as applicable.
"Securities Act": The Securities Act of 1933, as amended, and the
rules, regulations and published interpretations of the Commission promulgated
thereunder from time to time.
"Servicer": The Master Servicer or the Special Servicer, as
applicable.
"Servicer Event of Default": One or more of the events described
in Section 9.01 of the Servicing Agreement.
"Servicing Agreement": The Servicing Agreement dated as of February
1, 1999, among the Issuer, the Indenture Trustee, the Fiscal Agent, the Master
Servicer and the Special Servicer, and any amendments or supplements thereto.
"Servicing Expense": Any fees, expenses or advances payable or
reimbursable to the Master Servicer or the Special Servicer under the Servicing
Agreement or otherwise in connection with the servicing and administration of
the Mortgage Collateral thereunder.
"Servicing Fee": With respect to any Mortgage Loan and (a) the
Master Servicer, the Master Servicer Fee; or (b) the Special Servicer, the
Special Servicing Fee, as applicable.
"Servicing Files": With respect to any Mortgage Loan:
(i) each related appraisal;
(ii) any related physical assessment report;
(iii)any related Environmental Site Assessment;
(iv) each related Insurance Policy required by the terms of the
Mortgage Loan Documents together with proof of payment of
premiums relating thereto; and
(v) any and all documents in the possession of the Mortgage Loan
Seller or any Affiliate or agent thereof generated or obtained in
connection with the origination or servicing of such Mortgage
Loan (other than any document included in the definition of
"Mortgage Loan File").
"Servicing Officer": With respect to any Servicer, any Assistant
Treasurer, Assistant Secretary, Assistant Vice President, Vice President or
other employee of such Servicer or its general partner, if applicable, involved
in, or responsible for, the administration and servicing of the Mortgage Loans
under the Servicing Agreement and authorized to act on behalf of such Servicer,
as designated by inclusion on a list of such Persons furnished to the Indenture
Trustee and each other Servicer by the related Servicer, as such list may from
time to time be amended by the related Servicer.
"Servicing Transfer Date": The date after (i) the occurrence of a
Servicing Transfer Event and (ii) the Special Servicer receives the information,
documents and records required to be delivered thereto pursuant to Section
6.02(c) of the Servicing Agreement.
"Servicing Transfer Event": The occurrence of any of the following
with respect to a Mortgage Loan: (i) such Mortgage Loan becomes a Defaulted
Mortgage Loan; (ii) the related Mortgagor has entered into or consented to
bankruptcy, appointment of a receiver or conservator or a similar insolvency or
similar proceeding, or the Mortgagor has become the subject of a decree or order
for such proceeding which shall have remained in force undischarged or unstayed
for a period of 60 days; (iii) the Master Servicer shall have received notice of
the foreclosure or proposed foreclosure of any other lien on the Mortgaged
Property; (iv) in the judgment of the Master Servicer, a payment default has
occurred and is not likely to be cured by the related Mortgagor within 60 days;
(v) the related Mortgagor admits in writing its inability to pay its debts
generally as they become due, files a petition to take advantage of any
applicable insolvency or reorganization statute, makes an assignment for the
benefit of its creditors, or voluntarily suspends payment of its obligations;
(vi) any other material default has, in the Master Servicer's judgment, occurred
which is not reasonably susceptible of cure within the time periods and on the
terms and conditions, if any, provided in the related Mortgage; (vii) the
related Mortgaged Property becomes REO Property; (viii) if for any reason, the
Master Servicer cannot enter into an assumption agreement upon the transfer by
the related Mortgagor of the Mortgage; or (ix) an event has occurred which, in
the reasonable judgment of the Master Servicer, has or will materially and
adversely affect the value of the Mortgaged Property.
"Shortfall Amount": Any Class S Shortfall or Class X Shortfall,
as applicable.
"Special Servicer's Appraisal Reduction Estimate": Any estimate of
the value of a Mortgaged Property prepared by the Special Servicer as required
by Section 6.13(a) of the Servicing Agreement.
"Special Servicer": Banc One Mortgage Capital Markets, LLC, a
Delaware limited liability company, or its successors in interest or any
successor special servicer appointed as such as provided in the Servicing
Agreement.
"Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and any Payment Date, an amount equal to one-twelfth of the
product of (a) the Special Servicing Fee Rate and (b) the Stated Principal
Balance of each Specially Serviced Mortgage Loan or REO Mortgage Loan as of the
Due Date in the preceding calendar month, calculated on the basis of a 360-day
year consisting of twelve 30-day months.
"Special Servicing Fee Rate": A fee rate of 0.45%.
"Specially Serviced Mortgage Loan": Any Mortgage Loan with respect
to which a Servicing Transfer Event has occurred and which has not ceased to be
a Specially Serviced Mortgage Loan pursuant to Section 6.10 of the Servicing
Agreement.
"Specially Serviced Mortgage Loan Status Report": With respect to
any Mortgage Loan, shall have the meaning set forth in Section 6.08 of the
Servicing Agreement.
"Standard & Poor's": Standard & Poor's Rating Services, a division
of the XxXxxx-Xxxx Companies, Inc. or its successor in interest.
"State": Any one of the 50 states of the United States of America,
or the District of Columbia.
"Stated Maturity Date": June 1, 2030, which is the Payment Date
occurring two years after the scheduled Loan Maturity Date of the latest
maturing Mortgage Loan.
"Stated Principal Balance": With respect to any Mortgage Loan
(other than an REO Mortgage Loan), as of any date of determination, an amount
equal to (x) the related Cut-Off Date Balance, minus (y) the sum, without
duplication, of:
(i) the principal portion of each Monthly Payment and Balloon Payment
due on such Mortgage Loan after the Cut-Off Date, to the extent
received from the Mortgagor or advanced by the Master Servicer,
Indenture Trustee or Fiscal Agent (in the case of any delinquent
Monthly Payment) and distributed to Bondholders prior to such
date of determination;
(ii) all Principal Prepayments received with respect to such Mortgage
Loan after the Cut-Off Date, to the extent distributed to
Bondholders prior to such date of determination.
(iii)the principal portion of all Insurance Proceeds and Liquidation
Proceeds received with respect to such Mortgage Loan after the
Cut-Off Date, to the extent distributed to Bondholders prior to
such date of determination; and
(iv) any reduction in the outstanding principal balance of such
Mortgage Loan resulting from a Deficient Valuation that occurred
prior to the end of the Collection Period for the most recent
Payment Date.
With respect to any REO Mortgage Loan, as of any date of determination, an
amount (not less than zero) equal to (x) the Stated Principal Balance of the
related Mortgage Loan as of the date of the related REO Acquisition, minus (y)
the sum of:
(i) the principal portion of each P&I Advance made with respect to
such REO Mortgage Loan that was distributed to Bondholders prior
to such date of determination; and
(ii) the principal portion of all Insurance Proceeds, Liquidation
Proceeds and REO Proceeds received with respect to such REO
Mortgage Loan, to the extent distributed to Bondholders prior to
such date of determination.
A Mortgage Loan shall be deemed to be owned by the Issuer and pledged as
Collateral to secure the Bonds and to have an outstanding Stated Principal
Balance through and including the Payment Date on which the proceeds, if any,
received in connection with a Liquidation Event in respect thereof are to be
distributed to Bondholders.
"Successor Person": As defined in Section 3.13(a) of the Indenture.
"Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a Bond.
"Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Bond.
"Transferor": Any Person who is Transferring any Ownership Interest
in a Bond.
"Treasury Regulations": Temporary, final or proposed regulations (to
the extent that by reason of their proposed effective date such proposed
regulations would apply to the Issuer or a Trust Estate) of the United States
Department of the Treasury.
"Trust": The Issuer.
"Trust Estate": The corpus of the Trust created by the Depositor as
of the Closing Date and to be administered pursuant to the Deposit Trust
Agreement, consisting of all of the Issuer's right, title and interest in and to
any and all benefits accruing to the Issuer from: (a) the Mortgage Loans listed
in the Mortgage Loan Schedule annexed to the Indenture as Schedule I, and all
payments thereon after the Cut-Off Date (excluding the right to receive
Prepayment Premiums with respect to the Mortgage Loans), together with the
related Mortgage Loan Files and Servicing Files and the Issuer's interest in any
Mortgaged Property that secured any such Mortgage Loan, but which is acquired by
foreclosure or deed in lieu of foreclosure or otherwise after the Closing Date;
(b) the rights of the Issuer to enforce remedies against the Master Servicer,
the Special Servicer, the Indenture Trustee or the Fiscal Agent under the
Servicing Agreement, against the Administrator under the Administration
Agreement, against the Depositor under the Deposit Trust Agreement and, as
assignee of the Depositor, against the Mortgage Loan Seller under the Mortgage
Loan Purchase Agreement or the Loan Originator under the Warranty Agreement; (c)
the Payment Account; (d) the Collection Account; (e) all present and future
claims, demands, causes and choses in action in respect of the foregoing,
including the rights of the Issuer under the Pledged Mortgage Loans; and (f) all
proceeds of the foregoing of every kind and nature whatsoever, including,
without limitation, all proceeds of the conversion thereof, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind, and other forms of obligations and receivables, instruments and
other property which at any time constitute all or part of or are included in
the proceeds of any of the foregoing.
"Trust Indenture Act" or "TIA": The Trust Indenture Act of 1939, as
amended, and the rules, regulations and published interpretations of the
Commission promulgated thereunder from time to time.
"Trustor": The Mortgage Loan Seller, solely in its capacity as the
trustor of the Holding Trust created pursuant to the Holding Trust Agreement.
"UCC Financing Statement": A financing statement executed and filed
pursuant to the Uniform Commercial Code, as in effect in the relevant
jurisdiction, or, in the case of Louisiana or the Commonwealth of Puerto Rico,
the comparable provisions of Louisiana or Puerto Rico Law, as applicable.
"Unaffiliated Party": With respect to any Person, any Person other
than an Affiliate.
"Underwriters": X.X. Xxxxxx Securities Inc., Prudential Securities
Incorporated and Imperial Capital, LLC (an Affiliate of the Depositor and the
Mortgage Loan Seller).
"Underwriting Agreement": A certain underwriting agreement, dated
March 5, 1999, among the several Underwriters, as purchasers of the Underwritten
Bonds, the Depositor and the Mortgage Loan Seller.
"Underwritten Bonds": The Class X-0, Xxxxx X-0, Class S, Class A-3,
Class B and Class C Bonds.
"Uniform Commercial Code" or "UCC": The Uniform Commercial Code as
in effect in any applicable jurisdiction, as amended from time to time.
"U.S. Person": A citizen or resident of the United States, a
corporation, partnership (except to the extent provided in applicable Treasury
Regulations) or other entity created or organized in or under the Laws of the
United States or any political subdivision thereof, an estate whose income is
subject to United States federal income tax regardless of its source, or a trust
if a court within the United States is able to exercise primary supervision over
the administration of such trust, and one or more such U.S. Persons have the
authority to control all substantial decisions of such trust (or, to the extent
provided in applicable Treasury Regulations, certain trusts in existence as of
August 20, 1996 which are eligible to elect to be treated as U.S. Persons).
"Voting Rights": The portion of the voting rights of all of the
Bonds which is assigned to any Class of Bond as of the date of determination.
The voting rights shall be (i) (A) 2.0% in the case of the Class S Bonds,
provided that the Voting Rights of the Class S Bonds shall be reduced to zero
upon the payment in full of all the Class S Scheduled Payments and any unpaid
Class S Shortfalls and accrued interest thereon (B) 1.0% in the case of the
Class X Bonds, provided that the Voting Rights of the Class X Bonds will be
reduced to zero upon the payment in full of all the Class X Scheduled Payments
and any unpaid Class X Shortfalls and accrued interest thereon (as used in this
definition, the sum of such percentages from time to time, is referred to as the
"Fixed Voting Rights Percentage"); and (ii) in the case of the Class A-1, Class
A-2, Class A-3, Class B, Class C, Class D, Class E, Class F, Class G and Class H
Bonds, a percentage equal to product of (A) 100% minus the Fixed Voting Rights
Percentage multiplied by (B) a fraction, the numerator of which is equal to the
aggregate Outstanding Bond Principal Amount of any such Class (the Bond
Principal Amount of each of the Class H, Class G, Class F, Class E, Class D,
Class C, Class B and Class A-3 Bonds shall be notionally reduced, in that order
and solely for the purposes of determining the Voting Rights of the related
Class on any such Payment Date to the extent of any Appraisal Reduction Amounts
and Realized Losses notionally allocated to such Class, if applicable, on such
Payment Date) and the denominator of which is equal to the aggregate Outstanding
Bond Principal Amounts of all Classes of Bonds (other than the Class S and Class
X Bonds), which shall be reduced solely for this purpose by the aggregate amount
of any Appraisal Reduction Amounts and Realized Losses notionally allocated to
such Classes, if applicable. To the extent that the aggregate of the Appraisal
Reduction Amounts and Realized Losses for any Payment Date exceed the Bond
Principal Amount for any Class, such excess will be applied to notionally reduce
the Bond Principal Amount of the next most subordinate Class of Bonds on such
Payment Date solely for such purpose, provided, however, that no Bond Principal
Amount in respect of any such Class may be notionally reduced below zero. The
Voting Rights of any Class of Bonds shall be allocated among the Bondholders of
such Class in proportion to their respective Percentage Interests.
"Weighted Average Remittance Rate": With respect to any Payment
Date, (i) the rate per annum equal to the weighted average, by Stated Principal
Balance, expressed as a percentage and rounded to eight decimal places, of the
Remittance Rates on the Mortgage Loans prior to giving effect to distributions
thereon in the Collection Period immediately preceding such Payment Date, less
(ii) the Additional Fee Rate; provided that for purposes of calculating the
Weighted Average Remittance Rate, the Mortgage Interest Rates will not reflect
any default interest or increase in a Mortgage Interest Rate occurring after the
related Loan Maturity Date. The Mortgage Interest Rates will also be determined
without regard to any Mortgage Loan modifications, waivers or amendments entered
into after the Cut-Off Date. If a Mortgage Loan accrues interest based on a
360-day year consisting of twelve 30-day months, its interest rate for any month
that is not a 30-day month will be recalculated so that the amount of interest
that would accrue at that rate in such month, calculated based on the actual
number of days elapsed in such month and a 360-day year, will equal the amount
of interest that actually accrues on that Mortgage Loan in that month.
"Workout Fee": The fee payable at the Workout Fee Rate to the
Special Servicer with respect to each Corrected Mortgage Loan.
"Workout Fee Rate": A fee with respect to a Corrected Mortgage Loan
of 1.0% of each collection of interest (other than default interest) and
principal (including Monthly Payments, Principal Prepayments, and Balloon
Payments at the Loan Maturity Date), received on each Corrected Mortgage Loan
for so long as it remains a Corrected Mortgage Loan.
EXHIBIT A
MORTGAGE LOAN SCHEDULE
ICCMAC Multifamily and Commercial Trust 1999-1
Collateralized Mortgage Bonds 1999-1
Original Cut-Off
Loan Id Property Address City State ZIP Code Balance Date Balance
--------- ----------------------------------------- ---------------- ------ -------- ---------- ------------
0000000000 0000 X XXXXXX XXX XXX XXXXXXX XX 00000 $175,000 $167,199
1650010884 0000 XXXXXXX XXXX XXXXXXXXXX XX 00000 $208,000 $188,994
1650010970 0000-0000 X XXXXXXXXXX XXXX XXX XXXXXXX XX 00000 $189,200 $181,507
1650010992 0000-0000 XXXXX XXX XXX XXXXXXX XX 00000 $203,400 $194,572
1650011009 0000 X. 0XX XX. XXXX XXXXX XX 00000 $185,000 $166,674
1650011176 000 X. XXXXXXX XXXXXX XXX XXXXXXX XX 00000 $157,250 $152,792
1650011307 000-000 0/0 00XX XXXXXX XXX XXXXXXX XX 00000 $117,000 $111,636
1650011353 0000 XXXX XXXXXX XXXX XXXXX XX 00000 $180,000 $174,363
1650012477 0000 XXXXXX XXXXXX XXX XXXXXXX XX 00000 $157,250 $154,248
1650012536 0000 XXXXXX XXXX. XXX XXXXXXX XX 00000 $166,500 $163,510
1650013002 000-000 XXXX XXXXXX XXXXXX XXX XXXXXXX XX 00000 $106,250 $103,843
1650013105 000-000 0/0 XXXX 0XX XXXXXX XXXX XXXXX XX 00000 $116,400 $111,533
1650013429 0000 XXXXXX XXX XXX XXXXXXX XX 00000 $322,150 $319,477
1650013432 0000 0XX XXX XXX XXXXXXX XX 00000 $187,000 $185,446
1650013626 4506-4514 & 0/0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $167,000 $165,782
1700010320 0000 XXXX 000XX XXXXXX XXXXXXXXX XX 00000 $115,500 $104,052
1700010420 0000 XXXXXXXXXX XXXX XXXXX XXXXXXXXX XX 00000 $85,000 $79,867
1700010464 0000-0000 XXXXX XXXXXX XXXX XXXX XXXXXXXXX XX 00000 $175,000 $167,605
1700010497 00000 XXXXXXXX XXXXXX XXXXXXXXXX XX 00000 $350,000 $334,559
1720010854 0000-0000 XXXX XXXXX XXXX XXXX XXXXX XX 00000 $230,000 $175,882
1720010996 10142-10142 0/0 XXXXXXXXX XX XXXXX XXXXXXXXX XX 00000 $195,000 $186,334
1720011304 0000-0000 XXXXXXX XXXXXX XXX XXXXXXX XX 00000 $142,200 $138,624
1720012241 00000 XXXXXX XXXXXX XXXXXXXXX XX 00000 $157,250 $152,564
1720012333 0000-0000 XXXXX XXXXXXX XXXXXX XXX XXXXXXX XX 00000 $275,000 $269,675
1720012709 000 X. 00XX XX. XXX XXXXXXX XX 00000 $208,250 $197,638
0000000000 000-000 0/0 XXXXX XXXX XXXXXX XXXX XXXXXXXX XX 00000 $71,600 $70,046
0000000000 0000 XXXXXXX XXXXXX XXXX XXXXXXXXX XX 00000 $243,750 $237,088
0000000000 000 XXXXX XXXXXXXX XXX. #0-00 XXXXXX XX 00000 $230,000 $129,894
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E 65th Street
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Orange Avenue
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Xxxxxx Ave
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21720013916 0000 Xxxxxxxxx Xxxx. Xxxxx Xxxxx XX 00000 $265,000 $263,925
21720013930 0000 Xxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $354,000 $352,139
21720013938 0000-0000 X. Xxxxx Xx Xxxxxx/0000-0000 Xxxxxxxxxx Xxxx XX 00000 $662,557 $658,893
Xxxxxxxx Street
21720013969 000-000 X. Xxxxxxxx Xxxx. Xxxxxxxx XX 00000 $1,700,000 $1,657,068
21720013983 000 X. Xxxxxxxx Xxxx. Xxxxxxxx XX 00000 $257,000 $255,802
21720013986 614 Ford Blvd/4532 & 0000 Xxxxxx Xx & Xxx Xxxxxxx XX 00000 $300,000 $298,829
0000 Xxxxxxx Xx.
21720014013 000 X. Xxxxx Xxxxxxx Xxx Xxxxx XX 00000 $900,000 $896,434
21720014037 0000-0000 Xxxxx Xxxxxx Xxxxxxxxx Xxxxx Xxxxxx XX 00000 $1,387,500 $1,380,813
21720014042 15501-15505 Xxxxx Xxxxxxx Xxxxxx Xxxxxxx XX 00000 $305,000 $303,740
22330013086 000 X XXXXXXXX XXX XXXXXXX XX 00000 $448,000 $443,673
22600013301 0000 XXXXXX XXX XX XXXX XX 00000 $437,500 $420,778
22630011247 00000 XXXXXXXXXXX XX Xxxxx Xxxxxxx XX 00000 $319,000 $311,587
22630012540 0000 XXXXXXXX XXX XXXX XXXXX XX 00000 $153,300 $151,361
22630012726 0000-0000 XXXXX XXXXXX Xxxx Xxxxx XX 00000 $110,500 $108,987
22630012924 000 XXXXXXXX XXXXXX Xxxx Xxxxx XX 00000 $252,000 $248,528
22630012947 000 XXXXXXXXXXXX XXXXX XXXXXXXXX XX 00000 $110,500 $109,050
22630012948 000 XXXXXXXXXXXX XXXXX XXXXXXXXX XX 00000 $110,500 $109,050
22630012953 000 XXXX XXXXXXXX XXXXXX XXXXXXXXX XX 00000 $162,500 $160,368
22630012988 0000 X. 00XX XXXXXX XXXXXXX XX 00000 $497,000 $491,479
22630012995 0000 X XXXXXXXXXX XX XXX XXXXXXX XX 00000 $195,000 $192,352
22630013004 0 XXXX XXXXXX XXXX Xxxxxx XX 00000 $215,000 $212,844
22630013012 0000 XXXX XXXXXXXXX XXXXXX Xxxxxxx XX 00000 $211,500 $208,701
22630013060 0000 XXXX XXXXXXXX XXXXXX Xxxxxxx XX 00000 $85,000 $83,940
22630013082 0000 X. 000XX XXXXXX Xxx Xxxxxxx XX 00000 $301,500 $297,686
22630013128 00000-00000 XXXXXX XXXXXX Xxxxxxxxx XX 00000 $178,750 $169,537
22630013130 000 X XXXXX XX XXXX XX 00000 $660,000 $651,650
22630013131 0000 XXXXX 00XX XXXXXX Xxxxxxx XX 00000 $262,500 $259,179
22630013140 0000-0000 XXXXXX XXXXXX Xxxxx Xxxxxxxxx XX 00000 $360,000 $355,306
22630013159 000 XXXXX XXXXXXXX XXXXXX Xxxxxxxxxx XX 00000 $127,050 $125,772
22630013177 3269-3275 0/0 XXXXXXX XXXXX Xxx Xxxxx XX 00000 $84,000 $82,993
22630013192 0000-0000 0/0 X. 00XX XXXXXX Xxx Xxxxxxx XX 00000 $126,000 $124,563
22630013209 0000 XXX XXXXX Xxxxxxxxxx XX 00000 $161,000 $159,070
22630013215 00000-00000 XXXXXX XXXXXX Xxxxxxx XX 00000 $410,000 $399,476
22630013219 0000 XXXXX XXXXXXXX Xxxxxx XX 00000 $240,000 $237,123
22630013253 00000 XXXXX 0XX XXXXXX Xxxxxxx XX 00000 $100,750 $99,604
22630013257 0000-0000 X. 00XX XXXXXX Xxxxxxx XX 00000 $165,000 $163,123
22630013261 0000-00 X 0XX XX XXX XXXXXXX XX 00000 $140,000 $138,532
22630013279 0000 XXXXXX XXXXXX Xxx Xxxxxxx XX 00000 $300,000 $296,774
22630013284 000 XXXXX X XXXXXX Xxxx XX 00000 $210,000 $207,486
22630013285 0000 XXXXX 00XX XXXXXX Xxxxxxx XX 00000 $442,000 $437,132
22630013312 000-000 0/0 XXXXX XXXXXX 00 Xxx Xxxxxxx XX 00000 $151,125 $149,512
22630013326 2208,2212,2216 VIA XXXXXX Xxxxxxxxxx XX 00000 $365,000 $361,104
22630013344 000 XXXXXXXX XX X XXXXXX XX 00000 $1,015,000 $1,005,732
22630013359 000 XXXX XXXXX XXXXXX XX XXXXXX XX 00000 $104,000 $103,004
22630013369 0000-0000 X 00XX XXX XXXXXXXX XX 00000 $260,000 $257,510
22630013398 0000-0000 XXXXXXX XXX XXXXX XXXX XX 00000 $130,200 $128,907
22630013399 0000 XXXXXXXX XXXXXX XXXXXX XXXX XX 00000 $204,750 $202,743
22630013417 0000 X XXXXX XXXXXX XX 00000 $300,000 $287,070
22630013430 0000 XXXX X XXXXXX XXX XXXXXXXXXX XX 00000 $119,000 $117,848
22630013435 0000 X 000XX XX XXXXXXXX XX 00000 $432,000 $427,303
22630013441 00000 XXXXX 00XX XXXXXX XXXXXXX XX 00000 $395,500 $392,554
22630013486 0000 XXXXXXX XX XXXXX XXXX XX 00000 $265,000 $240,213
22630013501 0000 XXXXXXX XXXX XXX XXX XXXXXXX XX 00000 $246,750 $244,203
22630013502 000 X XXXXXXXXXX Xxxxx XX 00000 $1,275,000 $1,260,435
22630013540 0000 XXXX XXXX XX Xxxx XX 00000 $1,035,000 $1,027,302
22630013543 0000 XXXXXXX XXXXX Xxxx Xxxxx XX 00000 $140,000 $138,848
22630013544 000 XXXXXXX XXX Xxx Xxxxxxx XX 00000 $250,000 $241,598
22630013564 0000-0000 XXXXXXXXX XXX Xxx Xxxxxxx XX 00000 $442,500 $438,591
22630013566 00000 XXXX XXXXXX XXXXX XXXXXXX Xxxxxxxxxxx XX 00000 $100,000 $98,200
22630013567 0000 XXXXXXX XXXXX Xxx Xxxxxxx XX 00000 $120,000 $118,893
22630013585 00000 00XX XX Xxxxxxx XX 00000 $105,000 $104,151
22630013607 25407-25422 XXXXXXX XXXXX Xxx Xxxxxxxxxx XX 00000 $100,000 $94,222
22630013608 000 X XXXXXXXX XX XXXXXX XX 00000 $378,750 $375,243
22630013611 0000 X XXXXXXX XX XXXXXXX XX 00000 $995,000 $985,364
22630013636 0000 XXXXX XXX Xxx Xxxxxxx XX 00000 $172,500 $171,280
22630013637 000 XXXXX XXXXXXX XXX Xxx Xxxxxxx XX 00000 $250,000 $246,818
22630013650 00000 X. XXXXXXX Xxx Xxxxxxx XX 00000 $217,500 $215,565
22630013658 5110-5118 & 0000 XXXXXXXXX XX Xxxxxxxxxx XX 00000 $930,000 $921,802
22630013679 0000 XXXXXXX XXXX Xxxxxxxxx XX 00000 $300,000 $297,465
22630013680 0000 XXXXXXXXX XXX Xxx Xxxx XX 00000 $379,000 $375,959
22630013740 0000 Xxxxx Xxxxxx Xxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $193,200 $191,973
22630013745 0000 00xx Xxxxxx Xxx Xxxxx XX 00000 $169,000 $167,637
22630013746 0000 Xxxxx Xxxx 00 Xxxxx XX 00000 $150,000 $149,165
22630013780 0000 X. Xxxxxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $172,500 $171,229
22630013786 000 Xxxx Xxxxxx Xxxxxxxx XX 00000 $80,250 $79,603
22630013787 0000 Xxxxx Xxxxxx Xxx Xxxxx XX 00000 $243,000 $241,285
22630013800 000-000-000 Xxxxx Xxxxxx Xxx Xxxxxxxxx XX 00000 $350,000 $347,619
22630013819 15341 & 13549 Van Buren & 15352 & 00000 Xxxxxx Xxxx XX 00000 $60,000 $58,543
Xxxxxxx Street
22630013820 0000 Xxxxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $273,000 $271,166
22630013822 00000 Xxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $412,500 $408,904
22630013862 0000 Xxxxxxxx Xxxxxx Xxxx Xxxxx XX 00000 $202,500 $200,782
22630013863 000 Xxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $175,000 $173,771
22630013868 0000 Xx Xxxxxx Xxxxxx Xx Xxxxxx XX 00000 $91,000 $90,467
22630013906 0000 Xxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $2,137,500 $2,125,166
22630013961 0000 Xxxxxx Xxxxxx Xxxx Xxxxx XX 00000 $195,000 $193,736
22630014022 0000 Xxxxxxxxxx Xxxx. Xxx Xxxxxxx XX 00000 $2,250,000 $2,239,968
22650012504 0000 X. XXXXXXXXX XXXXXXXX XX 00000 $471,250 $464,420
22650013376 000 X 0XX XXX XXXXXXX XX 00000 $162,000 $160,741
22650013400 000-000 X XXXXXX 00 XXX XXXXXXX XX 00000 $123,000 $121,868
22650013431 00000 XXXXXX XXXXX XXXXXXXXX XXXXXXXXX XX 00000 $115,000 $113,770
22650013459 00000 0XX XX XXXXXXX XX 00000 $875,000 $863,900
22650013565 0000 XXXXXX XX Xxxxx Xxx XX 00000 $168,000 $166,774
22650013568 0000 X XXXXXXXXXX XXX Xxxxxxx XX 00000 $260,000 $250,346
22650013606 0000-0000 XXXX 00XX XX Xxx Xxxxxxx XX 00000 $1,400,000 $1,383,833
22650013613 0000 00XX XXXXX XX Xxxxx XX 00000 $817,500 $811,178
22650013614 0000 XXXXXXXXX XX XX Xxxxx XX 00000 $281,250 $279,075
22650013615 000 X 0XX XXXXXX Xxxxxxx XX 00000 $656,250 $651,175
22650013747 00 Xxxxx Xxxx Xxxxxx Xxxxxxx XX 00000 $425,000 $421,949
22650013748 00 Xxxx Xxxxxx Xxxxxx Xxxxxxx XX 00000 $800,000 $794,258
22650013761 0000 Xxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $191,250 $189,962
22650013818 0000 0xx Xxxxxx Xxx Xxxxxxx XX 00000 $140,000 $139,131
22650013869 000-000 X. Xxxxxxx Xxxx Xxxxxx XX 00000 $320,000 $318,107
22650013871 000-000 X Xxxxxxxx Xxxxxx Xxxxxx XX 00000 $311,250 $309,163
22650013881 000 X. Xxxxxxx Xxxxxx Xxxxxxx XX 00000 $2,450,000 $2,436,937
22650013893 0000 X 00xx Xxxxxx Xxxxxx XX 00000 $280,000 $277,744
22650013894 0000-0000 X Xxxxxxx Xxxx Xxx Xxxxxxx XX 00000 $371,300 $368,877
22650013905 0000 Xxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $240,000 $238,016
22650013928 00000 Xxxxxx Xxxx Xx Xxxxx XX 00000 $156,100 $155,275
22650013929 000 X. Xxxx Xxxxxx Xxxxxxx XX 00000 $244,300 $243,237
22650013964 000-000 X. Xxxx Xxxxxx Xxxxx XX 00000 $251,250 $249,957
22650013971 3232,3238,3302,& 0000 X. 0xx Xxxxxx Xxxxxxxxxx XX 00000 $322,500 $320,854
22650013972 0000 Xxxxxx Xxxxxx Xxxxxxxx XX 00000 $206,500 $205,434
22650013994 0000 X. 00xx Xxxxxx Xxxxxxx XX 00000 $82,500 $82,127
22650014019 000 000xx Xxxxxx Xxx Xxxxxxx XX 00000 $172,500 $171,748
22650014021 000 X Xxxxxx Xxxxxxx XX 00000 $42,750 $42,582
22650014028 000 Xxxxxx Xxx. Xxxx Xxxxx XX 00000 $164,500 $163,745
22650014031 12360 - 00000 Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxx XX 00000 $317,000 $315,469
Area
22650014061 0000 Xxxxxxxx Xxxxxxxxx XX Xxxxxxxxxxxx XX 00000 $2,000,000 $1,989,315
22700012966 0000-0000 X. 00XX XXXXXX XXXXXXX XX 00000 $140,000 $138,072
22700012989 000-000 XXXXX XXXX XXXXXX Xxxxxxxx XX 00000 $430,000 $421,465
22700012996 174 & 000 X. XXXX XX. Xxxxxx XX 00000 $600,000 $592,103
22700013041 00000 XXXXXXXXX XX XXXX XXXXXXXX XX 00000 $197,400 $195,510
22700013058 0000 XXXXXX XXXXX Xxxxxxxxx XX 00000 $650,000 $639,812
22700013129 0000 00XX XXXXXX Xxxxxxxxxxx XX 00000 $385,000 $379,885
22700013178 000 XXXXXXX XXXXXXXX Xxx Xxxxxxxx XX 00000 $800,000 $778,775
22700013210 000 00XX XXXXXX Xxxxxxx Xxxxx XX 00000 $123,000 $121,833
22700013233 0000 XXXXX XXXX XXXXX XXXXXXXXX Xxxx Xxxxx XX 00000 $1,250,000 $1,214,397
22700013350 000-000 X XXXXXXXXXX XXXX XXXXXXXX XX 00000 $250,000 $238,147
22700013377 0000 X 00XX XXX XXXXXXX XX 00000 $68,000 $67,430
22700013401 0000 X XXXXXXXX XX XXXXXXXXXX XX 00000 $900,000 $891,121
22700013425 4375 - 0000 XXXX XXXXXX XXXX XX 00000 $262,500 $259,895
22700013443 00000 XXXXXX XXXX XXX XX XXXXXX XX 00000 $850,000 $830,174
22700013470 0000-0000 X XXXXXXX XXX XXXXXXX XX 00000 $940,000 $864,419
22700013494 000 X XXXX XXX Xxxxxxxx XX 00000 $176,000 $174,428
22700013498 3404-3410 X 00XX XX & 0000-00 & 0/0 X. Xxx Xxxxxxx XX 00000 $123,500 $122,477
XXXXXXXX BLVD
22700013507 0000 XXXXX XXXXXXX XXXXXX XXXXX XXX XX 00000 $350,000 $346,398
22700013521 000-000 XXXXXXX XXX XXXX XXXXX XX 00000 $120,000 $119,088
22700013570 00000 XXXXX XXX Xxxxxxxxx XX 00000 $250,000 $248,494
22700013584 00000 XXXXXXXXXX XXXX Xxxxxxxxxx XX 00000 $162,000 $160,628
22700013594 0000-0000 XXXXXXXX XXX Xxx Xxxxxxx XX 00000 $440,000 $434,804
22700013638 000 00XX XX Xxxxx Xxxx XX 00000 $291,000 $289,259
22700013666 12424 & 00000 XXXXXXXXXXXX XX Xxxxxxxx XX 00000 $149,500 $148,436
22700013760 000 Xxxxx Xxxxxx Xxxxxx Xxxx XX 00000 $600,000 $593,507
22720013616 000 X XXXXXX XXX Xxx Xxxxxxxxxx XX 00000 $406,250 $401,878
22720013681 000-000 X XXXXX XXXXXXX Xxxxxx XX 00000 $285,000 $265,379
22720013706 0000-0000 XXXXXXXX XXXX Xxxxxxx Xxxxx XX 00000 $135,000 $133,606
22720013764 3909 - 0000 Xxxx Xxxxxxx Xxxxxx Xxxx Xxxxx XX 00000 $145,000 $142,738
22720013776 00000-00000 Xxxxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $450,000 $447,487
22720013778 0000-0000 Xxxx Xxx Xxxxxxx Xxxxxxx Xxxxxxx XX 00000 $1,275,000 $1,262,829
22720013852 000 Xxxxxxxxxx Xxx Xxxxxx XX 00000 $354,450 $352,394
22720013870 1701-1709 S Xxxxxx & 000-000 X 00xx Xxx Xxxxx XX 00000 $280,000 $278,584
Street
22720013912 0000 Xxxxxx Xxxx. Xxx Xxxxxxx XX 00000 $2,500,000 $2,484,997
22720013925 0000 Xxxxxxx 00 Xxxx Xxxxxx XX 00000 $110,000 $108,460
22720013942 00000 X 00xx Xxxxx Xxxxxxx XX 00000 $320,250 $317,569
22720013967 00000 Xxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $648,750 $645,037
22720013974 00000 Xxxxxxx Xxxxxxxx Xxxxx XX 00000 $249,849 $248,559
22720014020 0000-0000 Xxxxxxxx Xxxx. Xxxxxxxx XX 00000 $675,000 $671,981
23600013293 00 X XXXXX XXXXXXX XX XXXXXXXX XX 00000 $1,500,000 $1,484,415
23630013006 0000 XXXXXXX XXXXXX Xxxxxxx XX 00000 $130,000 $128,241
23630013021 1053, 1057, 0000 XXXXXXXX XXX Xxxxx Xxxx Xxxxx XX 00000 $488,000 $481,095
23630013047 00 XXX XXXXX Xxxxxxxx XX 00000 $530,000 $523,032
23630013061 0000 XXXXXXXXXXXX XXXXX Xxxxxxxxxxx XX 00000 $206,000 $202,860
23630013076 0000 XXXXX XXXXXX Xxxxxxxxxx XX 00000 $95,000 $93,780
23630013103 0000-0000 XXXXX XXX XXXX XXXXXX XXX XXXXXXXXX XX 00000 $217,000 $214,547
23630013147 2001 AND 0000 XXXXXXXX XXX XXXXXXX Xxx Xxxxx XX 00000 $695,000 $684,832
23630013287 000 XXXX XXXXXXX XXXXXXXX XX 00000 $1,150,000 $1,136,623
23630013300 0000 0XX XXXXXX XXXXXXXX XX 00000 $240,000 $219,564
23630013315 0000-0000 XXXXXXX XXXXXX Xxx Xxxxxxxxx XX 00000 $500,000 $491,976
23630013337 0000 X XX XXXXXXXXXX XX 00000 $140,000 $138,597
23630013461 0000 XXXXXX XXX XXX XXXXX XX 00000 $185,000 $182,792
23630013487 00000 XXXXXXXXX XXXXX XX Xxxxxxxxxxx XX 00000 $213,000 $207,227
23630013500 0000 XXXXXX XX XXXXXX XX 00000 $620,000 $511,247
23630013514 00000 XXXXXXX XX Xxx Xxxxxxx XX 00000 $155,000 $153,452
23630013519 000 X XXX XX Xxxx XX 00000 $260,000 $257,672
23630013574 000 XXXXX XXXXXXX XXx Xxxxxxxxx XX 00000 $156,000 $154,680
23630013575 00 X 00XX XX Xxxxxxxxx XX 00000 $156,000 $154,683
23630013609 000 00XX XX Xxxxxxx XX 00000 $365,000 $362,070
23630013645 0000 XXXXXXXX XX Xxxxxxx XX 00000 $1,387,500 $1,373,565
23630013647 0000-0000 XXXX XXX Xxxxxxx XX 00000 $600,000 $595,042
23630013716 3209-3211-3213-3215 Xxxxxxx Xxxxxx Xxxxxxx XX 00000 $185,000 $184,036
23630013772 000-000 Xxxxxxx Xxxxxx Xxx Xxxxxxxxx XX 00000 $564,000 $560,169
23630013793 000 X. 00xx Xxxxxx Xxxxxxx XX 00000 $1,200,000 $1,189,827
23630014003 0000-0000 Xxxxxxxx Xxxxxx Xxxxxxx XX 00000 $620,000 $616,467
23650013428 00000-00 XXXXXXX XXX XXX XXXXXXX XX 00000 $290,000 $287,822
23650013775 000 0xx Xxxxxx Xxx Xxxxxxxxx XX 00000 $220,000 $218,600
23650013975 0000 Xxxxx Xxx Xxxxxxx XX 00000 $371,200 $368,573
23650013984 000 Xxxxx Xxxxxx Xxxxx Xxxx XX 00000 $486,500 $484,155
23650014053 0000 Xxxxxxxx Xxxxx Xxx Xxxx XX 00000 $450,000 $447,719
23650014065 0000-0000 Xxxx Xxxxxx Xxx Xxxxxxxxx XX 00000 $395,000 $392,913
23700013018 0000 00XX XXXXXX XXXXXXX XX 00000 $200,000 $193,363
23700013093 0000-0000 XXXXXXXX XXXXXX Xxxxxxx XX 00000 $336,000 $326,874
23700013188 0000 XXX XXXXX XXXXXXXXX Xxx Xxxxx XX 00000 $412,000 $407,565
23700013299 535, 537 AND 000 XXXX XXXXXX Xxxx Xxxx Xxx XX 00000 $190,000 $188,155
23700013325 0000-0000 X. XX XXXXXX XXXX Xxxxxxxx Xxxx XX 00000 $500,000 $494,411
23700013365 0000 XXXXXX XXX XXXXXXXX XX 00000 $500,000 $495,353
23700013372 000 XXXX XXXXXXXXX XXXX XXXXXXX XX 00000 $550,000 $525,745
23700013405 0000 XXXXXXXXXX XX XXXXX XXXX XX 00000 $570,000 $555,425
23700013493 000-000 XXXXXXXX XXXXXX XXX XXXXXXXXX XX 00000 $814,000 $803,255
23700013557 0000 XXXXXXXXXX XXX Xxxxxxxx XX 00000 $500,000 $495,772
23700013558 0000-0000 XXXXXX XXX Xxxxxxxx XX 00000 $720,000 $713,394
23700013583 000 XXX XXXXXXX XX Xxxxxxx XX 00000 $175,000 $172,679
23700013590 0000-0000 XXXXX XX XXX XXXXXXXXX XX 00000 $400,000 $395,207
23700013593 00000 XXXXXX Xxxxxxx XX 00000 $178,750 $177,490
23700013605 0000 XXXX XX Xxxxxx XX 00000 $125,000 $120,409
23700013660 1749, 51, 00 & 00 XXXXXXXX XX Xxxxxxx XX 00000 $835,000 $828,218
23700013661 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxx XX 00000 $250,000 $245,634
23700013672 0000 XXXXXX XXXXXX XXXX XX XXX Xxxxxxxx XX 00000 $1,150,000 $1,141,415
23700013727 000 X. Xxx Xxxxxxx Xxxxxx Xxxxxxxx XX 00000 $660,000 $655,830
23700013731 00000 Xxxxxxxx Xxxx Xxxxxx Xxxx XX 00000 $900,000 $893,432
23700013749 000 Xxxx Xxxxxxx Xxx Xxxxxxxx XX 00000 $193,500 $190,171
23700013860 00000 Xxxxxxxx Xxxx Xxxxxx Xxxx XX 00000 $385,000 $373,120
23700013952 0000-0000 Xxxxxxxxx Xxxxxx Xxxxxxx XX 00000 $160,000 $158,517
23700014062 000 X Xxxxxx Xxxxxxx XX 00000 $189,000 $187,920
23720013321 0000 XXXXX XXXXXX XXXXXX XXXXXXXX XX 00000 $1,025,000 $1,011,195
23720013531 000 XXXXXXX XXX Xxxxx Xxxx XX 00000 $350,000 $345,615
23720013547 000 XXXXXXXXX XX Xxxxxxxxxxx XX 00000 $570,500 $563,587
23720013695 3603-07 SACRAMENTO & 000-00 XXXXXX XX Xxx Xxxxxxxxx XX 00000 $1,320,000 $1,304,020
23720013754 0000-0000 0xx Xxxxxx Xxxxxxxx XX 00000 $1,475,000 $1,459,193
23720013875 0000 Xxxx Xxxxx Xxxx Xxxxx Xxxx Xxxxx XX 00000 $500,000 $496,018
23720013882 0000 Xxx X Xxxxxxx Xxxxx Xxxxxxxx XX 00000 $187,000 $184,543
23720013890 0000 00xx Xxxxxx Xxxxx Xxxx XX 00000 $635,000 $629,259
23720013898 0000 Xxxxx Xxxxxxxxxx Xxxx. Xxxxxxxx XX 00000 $475,000 $471,596
23720013911 0000 Xxxxxxx Xxxxxx Xxxxxxx XX 00000 $178,500 $176,714
23720013987 000-000 Xxxxxx Xxxxxx Xxx Xxxxxxxxx XX 00000 $850,000 $846,027
23720014000 0000-0000 0xx Xxxxxx Xxx Xxxxx XX 00000 $731,250 $725,225
23720014045 0000 Xxxx Xxxxxx Xxxxxxx XX 00000 $221,000 $219,994
23720014054 000-000 Xxxxxxxx Xxxxxx Xxx Xxxxxxxxx XX 00000 $435,000 $432,701
24330013113 000-000 XXXXXXX XXXX XXX XXXXXXXX XX 00000 $285,000 $274,681
24630011333 0000-0000 XXXXXXX XX. & 0000 00XX X XXXXXX XX 00000 $292,500 $285,561
24630012999 0000 XXXX XXXXXX Xxxxxx XX 00000 $140,000 $138,164
24630013005 000 XXXXX XXXXXXX XXXXXX XXXXXXXX XX 00000 $280,000 $271,956
24630013013 0000 XXXXX XXXXXX XXXXXX Xxxxxxxx Xxxxxxx XX 00000 $189,875 $187,312
24630013020 000 XXXXX XXXXXXXX XXXXXX Xxxxxx XX 00000 $260,000 $256,195
24630013085 000 XXXX XXXXX XXXXXX Xxxx XX 00000 $280,000 $275,948
24630013108 0000-0000 XXXX 00XX XXXXXX Xxxxx Xxxxx XX 00000 $200,000 $197,243
24630013117 000 XXXX XXXXXXXXX XXXXXX Xxxxxxx XX 00000 $220,000 $217,131
24630013133 0000-00 XXXXXXX XXXXXX Xxxxxx XX 00000 $134,000 $104,226
24630013139 4509-20-24 XXXXXXXXX/0000-00 XXXXXX Xxxxx XX 00000 $400,000 $394,940
24630013148 0000 XXXXXXXX XXXXXX Xxxxxx XX 00000 $497,000 $490,392
24630013190 000-000 XXXXX XXXXXXX XXXXXX Xxxxxx XX 00000 $378,000 $373,332
24630013196 000 XXXX 0XX XXXXXX Xxxxxx XX 00000 $245,000 $236,801
24630013208 1734 & 0000 XXXXX XXXXXXX XXXXXX Xxxxx XX 00000 $93,210 $92,092
24630013214 4948-50 & 0000-00 XXXXXX XXXXXX Xxxxxx XX 00000 $287,500 $283,800
24630013235 2615 & 0000 XXXXXXX XXXXXX Xxxxxx XX 00000 $229,800 $217,687
24630013251 1810-1814 XXXX XXXXX XXXXXX Xxxxxxx XX 00000 $75,000 $74,118
24630013270 0000 XXXX XXXXXXXXX XXXXXX Xxxxxx XX 00000 $236,250 $232,782
24630013302 0,0,0,0,0,0 XXXXXXX XXXXXX Xxxxxxxxxx XX 00000 $120,000 $118,760
24630013304 0000 XXXXXX XXXXXX Xxxxxx XX 00000 $386,250 $381,880
24630013313 0000 XXXX XXX XX XXXXXX XX 00000 $192,500 $190,529
24630013332 0000 XXXXXX XXXXXX Xxxxxxxx XX 00000 $157,500 $155,819
24630013333 00 XXXXXXX XXXXXX Xxxxxx XX 00000 $240,500 $186,779
24630013352 000 XXXX XXXXX XXXXXX Xxxxxxx XX 00000 $390,000 $385,669
24630013371 0000 X 00XX XX XXXXXXX XX 00000 $562,500 $556,806
24630013385 0000 XXXX XXX XXXXXX XXXXXX XX 00000 $412,500 $405,316
24630013394 0000 X XXXXX XX XXXXXXXXX XX 00000 $339,500 $335,847
24630013411 0000-0000 0XX XXX XXXX XX 00000 $158,000 $153,681
24630013436 0000 XXXXXXX XX XXXXXX XX 00000 $120,000 $118,747
24630013479 000 XXXXXXX XX XXXXXX XX 00000 $468,750 $463,870
24630013489 0000 XXXXXX XXX Xxxxxx XX 00000 $147,000 $145,542
24630013490 000 X XXXXXXX XX Xxxxxxx XX 00000 $275,000 $272,290
24630013506 0000 XXXXXX XX & 0000-0000 X 00XX XX XXXXXX XX 00000 $288,750 $285,627
24630013509 0000 X XXXXXXXXXX XX XXXXXX XX 00000 $120,000 $118,846
24630013515 0000 XXXXXXX XX Xxxxxx XX 00000 $1,330,000 $1,319,888
24630013517 0000 XXXXX XXXXXX XXXXXXXXXXX XX 00000 $145,000 $133,619
24630013535 0000 X XXXXX XX Xxxxxx XX 00000 $283,000 $280,426
24630013538 0000 XXXXXXX XX Xxxxxx XX 00000 $149,250 $147,812
24630013542 0000 XXXX XXXXXX XXXXXX XXXXXX XX 00000 $385,000 $381,476
24630013549 0000 XXXXXX XX, 4250 & 0000 X 00XX XX Xxxxxxxxxxx XX 00000 $420,375 $416,318
24630013555 0000 X XXXXXXXXXX XXXX Xxxxxx XX 00000 $446,250 $442,089
24630013556 000 X XXXXX XX Xxxxxx XX 00000 $190,500 $187,413
24630013587 0000-0000 X XXXXXXXX XXXX XXXXX Xxxxxx XX 00000 $141,000 $139,681
24630013589 0000 X XXXXX XXXXX XX Xxxxxx XX 00000 $581,000 $575,571
24630013591 0000 X 00XX XXX Xxxxxx XX 00000 $120,000 $118,893
24630013624 0000 X XXXXXX XXXX Xxxxx XX 00000 $285,750 $280,523
24630013635 000 X XXXXXXX XXXX. XXXXXX XX 00000 $493,125 $488,585
24630013692 0000 XXXX 00XX XXXXX Xxxxxx XX 00000 $255,500 $243,943
24630013702 1709 & 0000 X XXXXX XXX Xxxx XX 00000 $195,000 $192,978
24630013714 520-526 XXXXXX Xxxxxxxx XX 00000 $165,000 $162,575
24630013720 0000 XXXXXXXX XXXX Xxxxxx XX 00000 $723,750 $717,665
24630013756 0000 Xxxxxxx Xxxxxx Xxxxxx XX 00000 $120,000 $119,123
24630013765 0000 Xxxxx Xxxxxx Xxxxxx XX 00000 $568,750 $564,453
24630013766 0000 Xxxxxxxxxxxx Xxxxxx Xxxxxx XX 00000 $318,750 $316,530
24630013771 0000 Xxxx Xxxxxxxxx Xxxxxxx XX 00000 $185,000 $181,871
24630013777 0000 Xxxxxxx Xxxxxx Xxxxxx XX 00000 $276,000 $273,972
24630013789 0000 Xxxxxxxx Xxxxxx Xxxxxx XX 00000 $372,750 $349,573
24630013854 0000 X Xxxx Xxxxxx & 000 XX 00xx Xxxxxx Xxxxxxxx XX 00000 $200,000 $198,526
24630013922 0000-00 Xxxxxxxx Xxxxxx Xxxxxx XX 00000 $151,875 $150,924
24630013931 0000 Xxxxx Xxxxxx Xxxxxx XX 00000 $490,000 $485,802
24630013956 0000 Xxxxxx Xxxxxx Xxxxxx XX 00000 $408,750 $406,048
24630013963 00000 X 00xx Xxxxx Xxxxxx XX 00000 $225,000 $223,446
24630013990 0000 X. Xxxxxx Xxxx Xxxxxxxxx XX 00000 $675,000 $670,507
24630013991 0000 X. 00xx Xxxx Xxxxxx Xxxxx XX 00000 $506,250 $503,171
24630014009 00000 X. 00xx Xxxxxx Xxxxxx XX 00000 $142,500 $141,551
24630014052 0000 X. 00xx Xxxxxx/0000 Xxxxx Xxxxxx Xxxxxxxx XX 00000 $852,000 $847,647
24630014067 0000 Xxxxx 00xx Xxxxxx Xxxxxxx XX 00000 $155,000 $153,565
24630014078 0000 Xxxxxxxxxx Xxxxx Xxxxxx XX 00000 $450,000 $447,216
24650012784 2700 AND 0000 XXXXXXX XXXXXXXXX XXXXXX XX 00000 $682,750 $674,565
24650013220 0000 XXXXX XXXXXX XXXXXX XX 00000 $105,000 $103,968
24650013384 0000 X XXXXXX XXXXXX XX XXXXXXX XX 00000 $1,173,750 $1,161,895
24650013465 0000 XXXX XX XXXXXX XX 00000 $240,000 $238,175
24650013485 808 & 000 XXXXX XXXXXX XX Xxxxxxxxx XX 00000 $400,000 $396,628
24650013671 0000 XXXXX XXXXXXX, 000 Xxxxxxxx XX 00000 $1,000,000 $992,494
24650013674 000 X 000 XXXX Xxxxxxx Xxxx XX 00000 $200,000 $187,151
24650013815 2309 & 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxx XX 00000 $157,500 $154,473
24650013816 0000 Xxxxxxxxx Xxxxx Xxxxxx XX 00000 $300,000 $297,960
24650013838 0000 Xxxxxxx Xxxxxx Xxxxxxx XX 00000 $108,750 $108,064
24650013853 0000 X. 00xx Xxxxxx Xxxxxxxxx XX 00000 $146,250 $145,466
24650013855 0000 X. 00xx. Xx. Xxxxxxxxx XX 00000 $141,000 $140,244
24650013859 0000 X 00xx Xxxxxx Xxxxxxx XX 00000 $350,000 $347,919
24650013944 0000 Xxxxxxxxx Xxxxxx Xxxxxx XX 00000 $371,250 $367,337
24650013946 0000 Xxxxx Xxxxxx Xxxxxx XX 00000 $191,250 $190,155
24650013980 000 Xxxxx Xxxx Xxxxxxxxxx XX 00000 $270,000 $266,205
24650013992 0000 Xxxxxxx Xxxxx Xxxxxxx XX 00000 $414,400 $408,340
24650014014 0000-0000 X Xxxxxxxx Xxxxxx & 0000-0000 Xxxxxxx XX 00000 $160,000 $159,244
X. 00xx Xxxxxx
24650014024 000-000 Xxxx Xxxxxx Xxxxxxxxx XX 00000 $960,000 $955,133
24650014034 0000 X. Xxxxxxxxx Xxxx Xxxxxxx XX 00000 $276,250 $275,109
24700012968 0000 XXXXXXXX XXXX Xxxxxx XX 00000 $278,000 $274,671
24700013000 0000 XXXXXXX XXXXXX XXXXXXXXX Xxxxxxx XX 00000 $960,000 $940,559
24700013172 00000 XXXXX XXXX XXXXX XXXX Xxxxxxx XX 00000 $286,000 $282,865
24700013183 0000 XXXXX XXXXXX XX Xxxxxxxxxxx XX 00000 $60,000 $59,010
24700013317 0000 XXXX XXXXXX XXXXXX Xxxxxx XX 00000 $273,000 $266,603
24700013322 0000 XXXX XXXXXX XXXXX Xxxxxx Xxxxxxxx XX 00000 $269,750 $267,093
24700013390 00-00 X XXXXXXXX XXXX XXXXXXXX XX 00000 $794,500 $787,269
24700013412 000-000 X 00XX XXX XXXXXXX XX 00000 $507,500 $502,955
24700013438 000 X XXXXXX XX XXXXXXX XX 00000 $480,000 $475,441
24700013475 0000-0000 XXXXXX XX XXXXXX XX 00000 $105,000 $104,032
24700013744 000-000 Xxxx 00xx Xxxxxx Xxxxxx XX 00000 $210,000 $208,316
24700013970 0000 XXXXXXXX XX XXXXXXXX XXXXXXX XX 00000 $1,100,000 $1,086,809
24720013642 0000 Xxxx Xxxxxxxxx Xxxxxx XX 00000 $346,000 $335,638
24720013688 000 XXXXX XXXX XXXXXX XX Xxxxxxxx XX 00000 $750,000 $741,226
24720013965 0000 Xxxx Xxxxxxxx Xxxx XX 00000 $60,000 $59,755
25630011929 000 X. XXXXXX XXXXXX Xxxxxx Xxxx XX 00000 $141,000 $137,939
25630012969 000 XXXXX 0XX XXXXXX Xxxxxx XX 00000 $270,000 $265,738
25630013007 00 XXXX XXXXXX XXXX Xxxxxxx XX 00000 $995,000 $979,297
25630013054 12704-14 49TH XX/0000-0000 000XX XX Xxxxxxxx XX 00000 $1,582,500 $1,558,369
25630013075 000 XXXXX 00XX XXXXXX Xxxxxx XX 00000 $350,000 $345,075
25630013077 0000 XXXXXXX XXX X & 0000 XXXXXX XXX Xxxxxxx XX 00000 $715,000 $704,282
25630013087 7001-7005 & 0000-0000 XXXXXXX XXX X Xxxxxxx XX 00000 $450,000 $443,582
25630013100 0000 XXXXXXX XXXXXX XXXXX Xxxxxxx XX 00000 $825,000 $813,357
25630013101 000 00XX XXXXXX XXXX Xxxxxxx XX 00000 $450,000 $443,217
25630013123 000 XXXXXXXX XXXXXX Xxxxxxx XX 00000 $430,000 $423,396
25630013162 0000 XXXX XXXXX XXXXXX Xxxx XX 00000 $675,000 $650,541
25630013252 0000 XXXXXXXXX XXX XX XXXXXXX XX 00000 $150,000 $147,986
25630013255 00000 00XX XXXXXX XXXXX Xxxxxxx XX 00000 $330,000 $325,619
25630013296 0000-0000 XXXXXXXX XXX X & 0000-0000 X Xxxxxxx XX 00000 $575,000 $562,493
BOTH ST
25630013360 000 00XXX XX XX XXXXXXX XX 00000 $265,000 $261,974
25630013396 0000 XXXX XXXXXX XXXXXX XXXXXXX XX 00000 $500,000 $494,465
25630013397 000 00XX XXX XXXXXXX XX 00000 $475,000 $469,742
25630013427 000 00XX XX & 0000 X XXXX XX XXXXXXX XX 00000 $1,150,000 $1,135,626
25630013472 0000 XXXXXXX XXX X XXXXXXX XX 00000 $1,075,000 $1,064,324
25630013473 0000 XXXXXX XXX X XXXXXXX XX 00000 $920,000 $910,700
25630013649 00000 00XX XXX XX XXXXXXX XX 00000 $320,000 $316,098
25630013769 0000 X. Xxxxxx Xxxxxx/0000 00xx Xxxxxx X. Xxxxxxx XX 00000 $465,000 $461,649
25630013976 0000 X. Xxxxxx Xxxxxx Xxxxxxx XX 00000 $305,000 $302,807
25650013474 000000 00XX XXX XXXXXXXX XX 00000 $313,500 $309,326
25650013536 00 XXXX XXXXXX XX Xxxxxxx XX 00000 $800,000 $793,565
25650013805 0000 00xx Xxxxxx Xxxxxxx XX 00000 $907,500 $900,961
25650013988 0000 Xxxxxxx Xxxxxx XX Xxxxxxxx XX 00000 $201,000 $199,961
25700013079 2112 & 0000 XXXXXXXXX XXX. XXXX Xxxxxxx XX 00000 $165,000 $162,207
25700013424 00000 XX 000XX XX XXXXXXXX XX 00000 $615,000 $603,303
25700013534 0000 X XXXXX XXX Xxxxxxx XX 00000 $175,000 $173,706
25700013588 0000 XXXXXXXX XXX Xxxxxxxxx XX 00000 $900,000 $881,652
25720013995 000-000 Xxxxxxx Xxx X. Xxxxxxxxxx Xxxxxx XX 00000 $235,000 $229,262
25720014036 000 Xxxxxxx Xxx X. Xxxxxxxxxx Xxxxxx XX 00000 $420,000 $413,562
26600013221 0000 XXXXXXXXX XX XX XXXXX XX 00000 $1,250,000 $1,235,730
26630012473 0000-0000 XXXXXXXXXX XXXXX XX Xxxx Xxxx XX 00000 $425,000 $416,879
26630012982 000 X. 00XX XXXXXX Xxxxxxx XX 00000 $600,000 $591,057
26630013025 0000 XX XXXXXX XXXXXX Xxxxxxxx XX 00000 $383,600 $378,308
26630013031 000-000 XX 00XX XXXXXX Xxxxxxxx XX 00000 $250,000 $246,555
26630013053 0000 XX XXXXXXX XXX Xxx Xxxxxx XX 00000 $143,500 $141,167
26630013062 000-000 X. XXXXXXXXX Xxxxxxxx XX 00000 $187,500 $184,196
26630013066 0000 XX XXXXX XXXX XXXX Xxxxx Xxxxx XX 00000 $163,536 $161,530
26630013067 0000-0000 XXXXX XXXXXX XXXXXX Xxxxxxxx XX 00000 $250,000 $241,585
26630013102 0000 XXXXX XXXXXXXX XXXXXX Xxxxxxx XX 00000 $130,000 $128,272
26630013114 00 XX 00XX XXXXXX Xxxxxxx XX 00000 $155,000 $152,875
26630013134 000 XXXXX XXXXX XXXXXX Xxxxx XX 00000 $498,750 $492,119
26630013151 0000-0000 XXXXX XXXXXXXXX XXXXXX Xxxxxxxx XX 00000 $1,475,000 $1,456,526
26630013203 000-000 XX 000XX XXXXXX Xxxxxxxx XX 00000 $130,000 $128,128
26630013277 000 XX 00XX XXX XXXXXXXX XX 00000 $295,000 $291,662
26630013329 00000 XX XXXXX XXXX XXXXXXXX XX 00000 $216,000 $211,956
26630013334 00000 XXXXXXX XX XXXXXXXX XX 00000 $400,000 $395,601
26630013375 0000 XX XXXX XXXX XXXXXXXXX XX 00000 $205,000 $202,602
26630013408 00000 XX XXXXXXXXXXX XX XXXXXXXXXXX XX 00000 $1,150,000 $1,133,715
26630013458 0000-0000 XX XXXXXX XX XXXXXXXX XX 00000 $200,000 $197,167
26630013526 0000 XXXXXX XXX Xxxxxxx XX 00000 $93,500 $91,227
26630013529 0000-0000 XXXX XXX Xxxxx XX 00000 $480,000 $476,349
26630013643 0000 XXXXXX XX Xxxxxxxxx XX 00000 $540,000 $530,799
26630013901 00000-00 XX Xxxxxx Xxxx. Xxxxxxxx XX 00000 $332,000 $329,896
26650013530 0000 XX 00XX XXX Xxxxxxxx XX 00000 $270,000 $266,806
26650013733 0000 XX Xxxxxxx Xxxxxx Xxxxxxxx XX 00000 $216,000 $212,728
26650013738 0000 Xxxxx Xxxx Xx Xxxx XX 00000 $217,000 $213,085
26650013757 000-000 X. Xxxxxxx Xx Xxxx XX 00000 $97,000 $95,403
26650013762 00000 XX Xxxxxx Xxxxxx Xxxxxxxx XX 00000 $405,000 $402,269
26650013821 0000 0xx XX & 0000 Xxxxx Xx XX Xxxxx XX 00000 $308,000 $306,119
26650013838 000 XX Xxxxx Xxxx Xxxxxxx XX 00000 $825,000 $819,978
26650013844 3700-3701 Xxxxxxx Xx Xxxx XX 00000 $520,000 $516,842
26650013851 0000-0000 Xxxxxx Xxxxxx XX Xxxxx XX 00000 $285,000 $283,242
26650013856 0000 X Xxxxxxx Xxxxxx Xxxxxxxx XX 00000 $320,000 $317,953
26650013888 0000-0000 XX 00xx Xxxxxx Xxxxxxxx XX 00000 $233,000 $231,359
26650013909 0000 Xxxxxx Xxxx X.X. Xxxxxxxxx XX 00000 $234,000 $232,631
26650013924 00000 XX Xxxxxx Xxxxxx Xxxxxxxx XX 00000 $1,025,000 $1,019,038
26650013941 0000 XX 000xx Xxxxxx Xxxxx XX 00000 $350,000 $347,859
26650013962 0000-0000 XX Xxxxx Xxxxxx Xxxxxxxx XX 00000 $380,000 $377,773
26650014029 0000 XX 00xx Xxxxxx Xxxxxxxx XX 00000 $395,000 $392,997
26650014059 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxx XX 00000 $400,000 $398,068
26700012569 00000 XX XXXXX XXXXXX Xxxxxxxxx XX 00000 $160,000 $155,865
26700012929 3811,15,17,19,23,AND 00 XX XXXXXXX XX Xxxxxxxx XX 00000 $200,000 $180,357
26700012967 000 XXXXX XXXXXXXXXXXXX Xxxxxxxx XX 00000 $160,000 $157,966
26700013145 10014 - 00000 XX XXXXXX XXXX Xxxxxxxx XX 00000 $370,500 $366,439
26700013223 0000-0000 XXXXXXXXX XX XX XXXXX XX 00000 $1,450,000 $1,423,076
26700013227 16 & 00 XX XXXXX XXXXXX Xxxxxxxx XX 00000 $1,500,000 $1,421,023
26700013268 0000 XX XXXXX XXXXX XXXX XXXXXXXXX XX 00000 $230,000 $226,133
26700013278 000 XX XXXXX XXXXXX Xxxxxxxx XX 00000 $570,000 $541,767
26700013403 0000 XX XXXXX XXXX XXXXXXXX XX 00000 $165,000 $162,235
26700013449 000 XXXXXXX 00 X XXXXXX XX 00000 $263,250 $249,315
26700013496 0000 XXXX XX XXXX XXXXXX XX 00000 $520,000 $515,238
26700013627 00000 XX 00XX XX Xxxxxxxx XX 00000 $250,000 $247,676
26700013664 00000 XXXXX XXXXXX XXXXX XX Xxxx Xxxxxx XX 00000 $440,000 $431,152
26700013934 000 XX Xxxxxxxx Xxxxxx Xxxxxxxx XX 00000 $565,000 $561,421
26720013654 000 XX XXXXXXXXX XX Xxxxxxxx XX 00000 $190,000 $187,914
26720013887 00000 X.X. Xxxxx Xxxx Xxxx XX 00000 $400,000 $397,776
26720013933 000 X Xxxxxx Xxxxxxxxx XX 00000 $297,500 $295,339
26720014038 1922 & 0000 XX Xxxxxxxx Xxxxxx Xxxxxxx XX 00000 $400,000 $398,256
27630013230 000-000 XX. XXXXXXXX XXXXXX Xxxxxx XX 0000 $227,500 $225,109
27630013896 0000-0000 Xxxx Xxxxxxxxx Xxxxxxx XX 00000 $221,900 $218,298
27650013813 0000 X Xxxxxx Xxxxxx Xxxxxxx XX 00000 $75,000 $74,562
27650013999 0000-0000 X. Xxxxxxxx Xxxxxxx Xxxxxxx XX 00000 $150,000 $149,313
27700013116 00000 XXXXXXX XXXXXX Xxxxxxxx XX 00000 $160,000 $158,150
27700013267 000 X. 000XX XXXXXX Xxxxx XX 00000 $170,000 $168,214
27700013389 0000 XXXXXXXXXXX XXXXXX XXXXX XX 00000 $350,000 $347,072
27720013977 000-000 X. 00xx Xxxxxx/ 0000-0000 X. Xxxxxxx XX 00000 $112,500 $112,035
Peoria Avenue
28630013126 0000-0000 XXXXX XXXXXX XXXXXXXXX XXXXXXXXXX XX 0000 $140,625 $139,051
28630013269 000 XXXXXXXX XX XXXXXX XXXX XX 0000 $118,300 $116,848
28630013602 000 XXXXXXXXX XX XXXXXXX XX 0000 $165,000 $163,411
28630013707 000 Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxx XX 0000 $120,000 $119,158
28630013753 000 Xxxxxxxx Xxxxxx Xxxxx Xxxxx XX 00000 $225,000 $223,463
28630013817 0-00 Xxxxxxx Xxxx & 00-00 Xxxxxxx Xxxx Xxxxxxxxxxx CT 6063 $1,200,000 $1,191,425
Road
28630013985 00 Xxxx Xxxx Xxxx Xxxxxxx XX 0000 $361,875 $360,271
28650013836 000-000 Xxxx Xxxxxx Xxxxxxx XX 0000 $300,000 $297,840
28650013889 0-00 Xxxxxxxx Xxxxxx Xxxxxxxxxx XX 0000 $528,000 $524,683
28650013917 000-000 Xxxx Xxxxxx Xxxxxxxxx XX 0000 $143,500 $142,818
28650013937 0000 Xxxx Xxxx Xxxxxxx XX 0000 $318,750 $317,123
28650013943 000 Xxxxxxxx Xxxxxx Xxxxx XX 00000 $217,500 $216,405
28650013968 1 & 0 Xxxxxxx Xxxxx Xxxxxxx XX 0000 $937,500 $932,721
28650013997 000 Xxxxxx Xxxxxx Xxx Xxxxx XX 0000 $135,000 $133,953
28700013089 000 XXXXXXXX XX Xxxxxx XX 0000 $600,000 $593,805
28700013119 000-000 XXXXXX XXXXXX Xxxxxx Xxxx XX 0000 $247,520 $245,045
28700013239 0 XXXX 00XX XXXXXX Xxx Xxxx XX 00000 $2,350,000 $2,285,073
28700013338 0 XXXXXXX XXX Xxxx Xxxxxx XX 0000 $177,000 $175,378
28700013357 000 X 00XX XX XXX XXXX XX 00000 $1,040,000 $1,029,972
28700013363 000 XXXXX XX XXXXXX XXXX XX 0000 $500,000 $488,740
28700013388 000-000 X XXXXX XX XXXXXX XX 00000 $480,000 $475,404
28700013644 000 XX 000 XXXXX Xxxxxxxx XX 0000 $700,000 $696,211
28720013770 890 - 000 Xxxx 00xx Xxxxxx Xxxxxxxx XX 00000 $210,000 $208,316
28720013996 00-00 Xxxxxxxxxx Xxxxxx Xxxxxxxxxx XX 0000 $228,000 $227,087
28720014049 000 Xxxxx Xxxxxx Xxxxxxxxx XX 0000 $300,000 $298,184
29630013166 000 XX 0XX XXXXXX Xxxxxxxxxx XX 00000 $144,625 $142,882
29630013198 3109 & 0000 XX 00XX XXXXX Xxxxx XX 00000 $315,000 $311,153
29630013205 000 XX 0XX XXXXXX Xxxx Xxxxxxxxxx XX 00000 $84,490 $80,455
29630013294 000 X XXXXX XX XXXXXXX XX 00000 $215,000 $212,705
29630013331 0000 0XX XXX XXXXX Xxxx Xxxxx XX 00000 $275,100 $272,586
29630013478 00-00 XXXXX XX & 0-00 XXXXX XX XXXX XXXXXX XX 0000 $345,000 $342,001
29630013510 0000-0000 XXXX XXXXXXX XXXXXXX XXXX XX 00000 $315,000 $312,188
29630013516 0000-0000 XXXX XXXXXXX XXXX Xxxxxxx XX 00000 $875,000 $867,944
29630013533 00-000 XXXXXXX XXX Xxxxxxxxxx XX 0000 $150,000 $148,801
29630013632 0000 XX 00XX XXXXX XXXX XXXXX XX 00000 $365,000 $361,608
29630013732 0000 Xxxxx Xxxxxxxxx Xxxxx XX 00000 $700,000 $693,709
29630013826 000 X X Xxxxxx Xxxx Xxxxx XX 00000 $206,250 $204,857
29630013827 000 Xxxxx X Xxxxxx Xxxx Xxxxx XX 00000 $276,950 $275,021
29630013829 000 Xxxxx Xxxxxxx Xxxxxxx Xxxx Xxxxx XX 00000 $131,800 $130,882
29650013453 000 XXXX XXXXXXX XX XXXX XXXXX XX 00000 $169,500 $168,085
29650013504 0000 X XXXXX XX/000 X XXXXX XX Xxxxxxxx XX 00000 $209,250 $207,799
29650013541 000 XXXXXXXXX XX Xxxx Xxxx XX 00000 $288,000 $277,321
29650013807 0000 XX 00xx Xxxxx Xxxxx Xxxxxxx XX 00000 $180,000 $178,848
29650013880 3200 & 0000 Xxxxxxx Xxxxxx XX Xxxxxxx XX 00000 $1,190,000 $1,183,714
29650013883 00 Xxxxxxxx Xxxx Xxxxxxx XX 0000 $142,500 $141,610
29650013895 00 Xxxx 00xx Xxxxxx Xxxxxxx XX 00000 $173,250 $172,334
29650013900 0000-0000 Xxxxxxxxx Xxxxxx Xxxx Xxxxx XX 00000 $105,000 $104,391
29650013978 00 Xxxxxx Xxxxxx Xxxxxxxxxxxx XX 00000 $175,000 $174,050
29700013297 000 X. XXXXXXX XXXX XXXXXXXXX Xxxxxxxxx XX 00000 $350,000 $346,318
29700013362 0000 XXXX XXX XXXXXXXXX XX 00000 $111,000 $109,960
29700013455 000-000 0/0 X XXXXXXXX XXX & 5916-5920 XXXXX XX 00000 $136,000 $133,231
N Nebraska
29700013708 1584, 1586, 1588 & 0000 XXXXXXXX XXX Xxxxxxxxx XX 00000 $224,000 $222,556
29700013797 0000 Xxxx Xxxxx Xxxx Xxxxxxxx XX 00000 $406,250 $403,359
29720013734 0000 Xxxxx Xxxx Xxxxxxx 000 Xxxxxxxxx XX 00000 $130,000 $128,655
29720013959 0000 XX 00 Xxxxxx/0000 XX 00 Xxxxxx Xxxxx XX 00000 $500,000 $497,552
29720013982 000 XX 0xx Xxxxxx Xxxxxx Xxxxx XX 00000 $125,000 $124,447
29720014043 000-000 XX 00 Xxxxxx/0000-0000 Xxxxx Xxxxxxxxxx XX 00000 $850,000 $843,530
Xxxxxxxxx Blvd
29720014044 000 Xxxxxx Xxxxxx Xxxxxxxxx XX 0000 $225,000 $198,727
First Next Rate
Cut Off Monthly Payment Maturity Rate Loan Maximum Minimum Change
Loan Id Date Rate Rate Date Date Type Index Margin Rate Rate Date
---------------------------------------------------------------------------------------------------------------------------
0000000000 11.500 1,697.69 1-Jun-94 1-May-24 ARM PRIME 3.550 12.950 6.950 1-May-99
1650010884 8.000 1,526.25 1-Jul-94 1-Jun-04 FIXED FIXED N/A N/A N/A N/A
1650010970 8.000 1,388.29 1-Dec-94 1-Nov-99 FIXED FIXED N/A N/A N/A N/A
1650010992 7.500 1,422.21 1-Jan-95 1-Dec-04 FIXED FIXED N/A N/A N/A N/A
1650011009 8.000 1,357.47 1-Feb-95 1-Jan-05 FIXED FIXED N/A N/A N/A N/A
1650011176 9.000 1,265.27 1-Jul-95 1-Jun-00 FIXED FIXED N/A N/A N/A N/A
1650011307 9.000 941.41 1-Sep-95 1-Aug-25 FIXED FIXED N/A N/A N/A N/A
1650011353 8.000 1,320.78 1-Oct-95 1-Sep-00 FIXED FIXED N/A N/A N/A N/A
1650012477 8.500 1,209.12 1-Nov-96 1-Oct-02 FIXED FIXED N/A N/A N/A N/A
1650012536 8.500 1,280.25 1-Dec-96 1-Nov-03 FIXED FIXED N/A N/A N/A N/A
1650013002 9.000 854.92 1-May-97 1-Apr-04 FIXED FIXED N/A N/A N/A N/A
1650013105 9.000 936.59 1-Jun-97 1-May-02 FIXED FIXED N/A N/A N/A N/A
1650013429 9.500 2,708.82 1-Nov-97 1-Oct-04 FIXED FIXED N/A N/A N/A N/A
1650013432 9.500 1,572.40 1-Nov-97 1-Oct-02 FIXED FIXED N/A N/A N/A N/A
1650013626 9.250 1,373.87 1-Feb-98 1-Jan-05 FIXED FIXED N/A N/A N/A N/A
1700010320 12.000 1,133.59 1-Jan-91 1-Dec-00 ARM PRIME 3.950 17.950 11.950 1-May-99
1700010420 12.500 884.76 0-Xxx-00 0-Xxx-00 XXX PRIME 4.250 17.950 11.950 1-Apr-99
1700010464 11.250 1,703.46 1-Jan-92 1-Dec-01 ARM PRIME 3.550 16.250 10.250 1-Jun-99
1700010497 12.500 3,694.35 1-Apr-92 1-Mar-22 ARM PRIME 3.950 16.450 10.450 1-Mar-99
1720010854 6.000 1,940.88 1-Apr-94 1-Mar-09 FIXED FIXED N/A N/A N/A N/A
1720010996 8.750 1,534.07 1-Feb-95 1-Jan-00 FIXED FIXED N/A N/A N/A N/A
1720011304 9.500 1,195.70 1-Sep-95 1-Aug-05 FIXED FIXED N/A N/A N/A N/A
1720012241 9.000 1,265.27 1-Jul-96 1-Jun-01 FIXED FIXED N/A N/A N/A N/A
1720012333 8.500 2,114.52 1-Oct-96 1-Mar-04 FIXED FIXED N/A N/A N/A N/A
1720012709 8.500 1,601.27 1-Feb-97 1-Jan-03 FIXED FIXED N/A N/A N/A N/A
0000000000 8.000 525.38 1-Apr-97 1-Mar-04 FIXED FIXED N/A N/A N/A N/A
0000000000 11.250 2,368.15 1-Feb-94 1-Jan-24 ARM PRIME 3.550 13.950 7.950 1-Jul-99
0000000000 9.500 1,934.53 1-May-77 1-Apr-07 FIXED FIXED N/A N/A N/A N/A
3650011409 10.000 2,106.18 1-Jan-79 1-Dec-08 FIXED FIXED N/A N/A N/A N/A
3650011416 9.500 1,513.80 1-Oct-77 1-Sep-07 FIXED FIXED N/A N/A N/A N/A
3650011424 15.500 1,319.58 1-Dec-84 1-Nov-99 FIXED FIXED N/A N/A N/A N/A
3700011598 10.212 2,788.78 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.650 16.212 10.212 1-Jun-99
3700011892 9.500 5,253.17 1-Sep-95 1-Sep-05 ARM 6MOLIBOR 3.500 15.500 9.500 1-May-99
3720011393 13.500 3,320.00 1-Nov-80 1-Oct-00 FIXED FIXED N/A N/A N/A N/A
0000000000 9.625 2,603.00 1-Jul-74 1-Jun-01 FIXED FIXED N/A N/A N/A N/A
3720011403 9.250 925.00 1-Jul-74 1-Jun-04 FIXED FIXED N/A N/A N/A N/A
3720011404 8.000 1,983.00 1-Aug-74 1-Jul-04 FIXED FIXED N/A N/A N/A N/A
3720011405 8.750 984.00 1-Sep-74 1-Aug-04 FIXED FIXED N/A N/A N/A N/A
3720011427 9.500 3,059.00 15-Apr-76 15-Mar-01 FIXED FIXED N/A N/A N/A N/A
3720011432 14.000 1,917.05 13-Jun-91 13-May-06 FIXED FIXED N/A N/A N/A N/A
3720011612 9.250 3,200.00 1-Jul-74 1-Jun-04 FIXED FIXED N/A N/A N/A N/A
3720011616 9.500 3,714.50 1-Jul-77 1-Jun-02 FIXED FIXED N/A N/A N/A N/A
21630011696 9.250 1,642.28 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 14.000 7.500 1-May-99
21630012785 11.250 2,609.16 1-Jul-97 1-Jun-27 ARM PRIME 3.500 14.750 8.750 1-Jun-99
21630012904 9.500 1,115.00 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Mar-99
21630012928 9.500 1,110.29 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Mar-99
21630012931 10.250 1,622.05 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.950 7.950 1-Mar-99
21630012954 9.750 1,342.08 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 7.750 1-Mar-99
21630012959 9.875 1,091.24 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.950 7.950 1-Apr-99
21630012960 9.750 1,410.24 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 7.750 1-Mar-99
21630012972 9.750 1,242.36 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 7.750 1-Mar-99
21630012973 9.500 1,309.19 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Mar-99
21630012975 9.750 3,301.60 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.500 7.750 1-Mar-99
21630012976 9.750 2,401.17 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.500 7.750 1-Mar-99
21630012977 9.750 1,546.35 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 7.750 1-Mar-99
21630012990 9.750 1,260.61 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 7.750 1-Mar-99
21630012992 9.750 5,880.54 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.500 7.500 1-Mar-99
21630013010 9.375 5,150.94 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 7.750 1-Apr-99
21630013027 9.375 913.00 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 7.750 1-Apr-99
21630013028 9.625 1,126.56 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.750 7.750 1-Apr-99
21630013029 9.750 1,895.21 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.500 7.750 1-Mar-99
21630013030 9.625 1,324.15 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.750 7.750 1-Apr-99
21630013032 9.875 1,181.32 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.950 7.950 1-Apr-99
21630013034 8.750 3,027.90 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
21630013037 10.630 1,412.14 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.500 10.630 1-Apr-00
21630013045 9.125 10,971.93 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Apr-99
21630013048 9.375 1,837.58 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.500 7.500 1-Apr-99
21630013050 9.125 2,296.63 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Apr-99
21630013063 9.250 2,136.22 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.950 13.500 7.500 1-Apr-99
21630013064 9.625 6,032.68 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 14.000 7.500 1-Apr-99
21630013068 10.375 2,167.22 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 5.000 13.950 7.950 1-Apr-99
21630013070 9.375 1,769.06 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.500 7.500 1-Apr-99
21630013071 9.625 1,421.82 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.750 7.750 1-Apr-99
21630013090 9.250 1,060.15 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.250 13.500 7.500 1-May-99
21630013109 9.000 1,176.43 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
21630013111 9.000 1,044.98 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-May-99
21630013137 9.000 982.95 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
21630013143 8.750 1,651.58 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
21630013149 9.250 1,707.11 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-May-99
21630013152 9.125 819.29 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
21630013164 7.875 6,706.33 1-Jul-97 1-Jun-27 ARM 1YRCMT 3.250 13.500 7.500 1-Jun-99
21630013185 9.625 1,859.74 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.950 7.950 1-Jul-99
21630013186 9.625 1,352.34 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
21630013193 8.875 1,310.38 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
21630013195 9.125 1,453.00 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.500 7.500 1-Jul-99
21630013204 9.125 1,325.42 1-Jul-97 1-Jun-12 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
21630013207 8.875 1,214.25 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
21630013216 9.750 5,154.93 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 3.750 13.500 9.750 1-Jun-00
21630013217 8.875 974.11 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Jul-99
21630013218 9.125 1,229.67 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 7.750 1-Jul-99
21630013222 9.125 626.16 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
21630013241 8.875 1,401.52 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Jul-99
21630013243 8.875 1,786.21 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.450 7.950 1-Jul-99
21630013246 9.125 1,282.80 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 7.750 1-Jul-99
21630013256 8.875 2,367.34 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.450 7.950 1-Jul-99
21630013258 8.875 2,801.02 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.450 7.950 1-Jul-99
21630013263 8.875 942.24 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Jul-99
21630013265 8.875 1,006.96 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.450 7.950 1-Jul-99
21630013266 8.875 6,266.49 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.950 7.950 1-Jul-99
21630013272 9.500 2,423.45 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
21630013273 8.875 924.41 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Jul-99
21630013275 9.125 1,109.57 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.500 7.500 1-Jul-99
21630013276 9.375 1,231.37 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.750 8.250 1-Jul-99
21630013281 9.125 1,431.21 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 7.750 1-Jul-99
21630013306 9.500 2,720.14 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
21630013307 9.500 7,871.46 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.450 7.750 1-Aug-99
21630013310 9.500 881.26 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
21630013311 9.250 1,940.60 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.500 13.500 7.500 1-Aug-99
21630013320 9.750 1,440.82 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Aug-99
21630013340 9.000 4,881.84 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.250 13.450 7.500 1-Aug-99
21630013341 9.750 15,624.12 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Aug-99
21630013345 9.500 1,952.62 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.950 7.950 1-Aug-99
21630013346 9.250 14,467.35 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.500 14.250 8.250 1-Aug-99
21630013351 9.500 1,468.76 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
21630013353 9.875 1,070.75 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.950 8.450 1-Apr-99
21630013361 9.625 1,460.57 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
21630013367 9.750 1,080.61 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
21630013374 9.500 1,610.24 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Mar-99
21630013378 9.625 1,740.80 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
21630013380 9.750 1,120.67 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.450 7.950 1-Mar-99
21630013382 9.500 4,619.91 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.750 13.450 7.950 22-Feb-99
21630013387 8.375 5,129.10 1-Oct-97 1-Sep-27 ARM 1YRCMT 3.250 13.450 7.950 1-Mar-99
21630013392 10.250 2,124.19 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.500 14.450 8.450 1-Mar-99
21630013393 9.625 2,199.33 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
21630013404 9.250 1,170.03 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Mar-99
21630013415 9.375 2,242.81 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 7.750 1-Apr-99
21630013416 9.375 1,248.43 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.450 7.950 1-Apr-99
21630013418 10.250 12,804.28 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.500 13.950 8.450 1-Mar-99
21630013422 8.875 4,174.75 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.750 1-Apr-99
21630013423 8.875 1,828.94 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.750 1-Apr-99
21630013433 8.875 999.15 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.750 1-Apr-99
21630013434 8.875 1,669.87 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.750 1-Apr-99
21630013444 9.125 1,300.97 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.450 7.950 1-Apr-99
21630013445 9.375 891.55 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 8.250 1-Apr-99
21630013448 8.875 1,261.33 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.750 7.750 1-Apr-99
21630013457 9.125 1,189.15 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.450 7.950 1-Apr-99
21630013462 8.875 1,664.75 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-Apr-99
21630013466 8.750 903.58 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.250 7.250 1-May-99
21630013467 8.875 1,080.61 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.750 1-Apr-99
21630013481 8.750 1,032.22 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.450 7.950 1-May-99
21630013482 8.750 1,889.49 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.250 7.750 1-May-99
21630013483 8.500 1,855.29 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-May-99
21630013492 8.500 1,247.91 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-May-99
21630013497 8.875 5,619.52 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.950 13.500 7.500 1-May-99
21630013499 9.500 716.33 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 14.450 8.450 1-May-99
21630013511 9.625 2,334.53 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.450 7.950 1-Jun-99
21630013513 7.750 1,970.73 0-Xxx-00 0-Xxx-00 XXX 0XXXXX 2.990 13.250 7.750 1-May-99
21630013518 8.440 3,898.88 0-Xxx-00 0-Xxx-00 XXX 0XXXXX 2.990 14.440 8.440 1-May-99
21630013520 9.600 1,366.13 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 9.600 1-May-99
21630013523 8.500 5,344.09 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-May-99
21630013548 8.875 1,112.50 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.700 7.700 1-Jun-99
21630013550 8.875 904.17 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
21630013551 8.625 2,746.66 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013553 8.625 2,738.76 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013554 8.625 2,243.57 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013559 8.625 1,944.02 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.750 1-Jun-99
21630013560 9.125 1,336.64 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Jun-99
21630013571 8.625 1,497.58 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013572 8.625 1,497.58 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013577 8.625 1,282.02 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013580 8.657 1,506.17 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.750 1-Jul-99
21630013582 8.625 1,631.66 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21630013595 8.875 2,225.21 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Jul-99
21630013598 8.625 1,274.90 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-Jul-99
21630013599 8.875 694.76 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Jul-99
21630013600 8.625 3,107.24 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-Jul-99
21630013617 9.625 17,399.00 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.450 7.950 1-Jul-99
21630013619 8.625 1,009.91 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-Jul-99
21630013629 8.875 2,147.08 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.450 7.950 1-Jul-99
21630013640 8.625 1,689.90 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-Jul-99
21630013648 8.625 1,903.57 1-Mar-98 1-Feb-28 ARM 1YRCMT 3.250 12.750 7.750 1-Aug-99
21630013651 8.625 1,252.64 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-Jul-99
21630013652 8.625 4,660.87 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 12.750 7.250 1-Jul-99
21630013659 9.125 3,290.03 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.500 7.500 1-Jul-99
21630013663 8.875 1,049.83 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Jul-99
21630013669 8.875 3,069.42 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Jul-99
21630013670 8.125 4,833.19 1-Feb-98 1-Jan-28 ARM 1YRCMT 2.990 13.250 7.250 1-Jul-99
21630013675 9.750 966.73 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.250 9.750 1-Jul-99
21630013677 8.625 2,302.12 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-Jul-99
21630013678 8.625 3,884.75 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-Jul-99
21630013683 9.000 4,765.41 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.950 13.500 7.500 1-Aug-99
21630013684 9.125 3,254.54 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
21630013685 8.625 1,447.52 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-Jul-99
21630013689 9.125 973.99 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.500 7.500 1-Jul-99
21630013691 9.750 2,604.57 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.990 7.990 1-Aug-99
21630013704 9.000 1,603.05 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.500 7.500 1-Aug-99
21630013713 9.000 1,265.56 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Aug-99
21630013715 9.750 2,981.27 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
21630013717 9.000 1,291.25 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.250 7.500 1-Mar-99
21630013722 8.375 1,423.48 1-Mar-98 1-Feb-28 ARM 1YRCMT 2.990 13.250 7.250 1-Aug-99
21630013724 9.250 2,526.36 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.750 1-Aug-99
21630013741 8.750 3,446.66 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.250 13.250 7.250 1-Aug-99
21630013742 8.750 2,003.19 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.250 13.250 7.250 1-Aug-99
21630013768 8.375 2,968.17 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 2.700 12.990 6.990 1-Mar-99
21630013779 9.250 6,478.01 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 9.120 1-Mar-99
21630013784 8.750 2,946.40 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-Mar-99
21630013803 9.000 1,873.33 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Mar-99
21630013830 9.000 1,406.19 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Apr-99
21630013831 9.000 1,518.73 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Apr-99
21630013841 9.000 4,005.67 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 5.000 12.500 7.500 1-Apr-99
21630013843 9.000 3,499.44 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 5.000 12.500 7.500 1-Apr-99
21630013845 9.000 3,021.33 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 5.000 12.500 7.500 1-Apr-99
21630013848 9.000 1,205.31 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Apr-99
21630013858 9.460 2,117.83 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 12.500 9.460 1-Apr-99
21630013873 8.750 2,553.11 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-Apr-99
21630013874 9.000 1,536.70 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.625 13.500 7.500 1-Apr-99
21630013884 9.000 337.47 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.950 13.500 7.500 1-Apr-99
21630013886 9.000 1,295.90 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Apr-99
21630013892 9.000 1,416.45 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Apr-99
21630013902 9.000 1,808.25 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Apr-99
21630013903 9.210 6,361.86 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.500 9.210 1-Apr-99
21630013919 8.060 6,818.66 1-Jun-98 1-May-28 ARM 1YRCMT 2.700 11.900 8.060 1-May-99
21630013935 8.750 3,294.41 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.750 12.500 7.500 1-May-99
21630013953 9.250 751.80 1-Jun-98 1-May-28 ARM 6MOLIBOR 4.250 13.750 7.750 1-May-99
21630014004 9.970 1,355.13 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 4.250 13.820 9.970 1-Jun-99
21630014015 9.125 1,400.00 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
21630014047 8.625 1,107.03 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
21650010908 9.000 1,448.33 1-Aug-94 1-Jul-09 FIXED FIXED N/A N/A N/A N/A
21650013155 9.500 1,231.02 1-Jun-97 1-May-02 FIXED FIXED N/A N/A N/A N/A
21650013662 8.625 1,575.03 1-Feb-98 1-Jan-03 FIXED FIXED N/A N/A N/A N/A
21650013665 9.375 1,434.77 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
21650013693 9.500 782.00 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
21650013725 10.250 1,411.36 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
21650013750 8.875 1,402.33 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
21650013755 9.875 1,913.41 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
21650013794 8.840 4,362.26 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21650013796 8.950 4,405.66 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21650013808 8.790 927.74 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21650013837 9.490 1,470.22 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
21650013846 9.165 1,428.92 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
21650013850 9.500 1,362.19 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013857 8.853 1,409.48 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
21650013864 9.875 2,778.72 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
21650013897 9.570 1,125.14 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
21650013899 8.440 13,100.63 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
21650013904 9.195 998.81 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
21650013914 8.570 1,625.15 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013918 8.540 1,441.25 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013920 9.320 893.98 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013936 8.820 1,136.10 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013951 8.963 1,828.48 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013954 9.150 1,449.45 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013955 8.650 1,461.70 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013957 8.650 2,419.59 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013960 8.650 2,514.12 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650013989 8.650 1,992.23 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650014006 8.350 3,270.21 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21650014007 8.475 3,337.07 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21650014011 8.775 1,685.40 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21650014035 8.900 1,407.48 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21650014039 8.640 1,640.28 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21650014040 8.640 1,012.52 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21650014057 8.640 1,343.53 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21650014068 8.640 1,799.17 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21650014075 8.640 1,690.13 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21700011060 11.250 2,429.64 1-Mar-95 1-Feb-25 ARM PRIME 3.550 14.450 8.450 1-Jul-99
21700011525 12.000 4,614.11 1-Oct-95 1-Sep-25 ARM PRIME 3.550 17.300 8.750 1-Mar-99
21700011808 11.250 407.88 1-Feb-96 1-Jan-26 ARM PRIME 3.550 16.000 8.950 1-Jul-99
21700012620 12.000 2,988.10 1-Jan-97 1-Dec-26 ARM PRIME 4.250 15.250 9.250 1-Jun-99
21700012962 10.750 4,233.10 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 5.000 13.950 7.950 1-Mar-99
21700013016 10.750 2,048.85 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 5.000 13.950 7.950 1-Mar-99
21700013106 8.875 23,204.21 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.950 13.950 7.950 1-May-99
21700013110 9.750 6,011.90 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.750 14.200 8.200 1-May-99
21700013115 12.000 1,129.34 1-Jun-97 1-May-27 ARM PRIME 3.950 14.950 8.950 1-May-99
21700013118 9.750 1,717.08 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.750 13.950 7.950 1-May-99
21700013121 11.250 1,454.77 1-Jun-97 1-May-27 ARM PRIME 3.250 14.750 8.750 1-May-99
21700013124 11.250 1,949.39 1-Jun-97 1-May-27 ARM PRIME 3.250 14.750 8.750 1-May-99
21700013146 9.500 5,575.96 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-May-99
21700013167 11.750 907.04 1-Jul-97 1-Jun-27 ARM PRIME 3.950 14.950 8.950 1-Jun-99
21700013168 11.750 1,229.54 1-Jul-97 1-Jun-27 ARM PRIME 3.950 14.950 8.950 1-Jun-99
21700013171 10.125 3,719.88 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 5.000 13.950 7.950 1-Jun-99
21700013200 10.625 1,620.05 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 5.500 14.500 8.500 1-Jun-99
21700013234 9.875 3,992.02 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.750 13.950 7.950 1-Jul-99
21700013237 10.125 1,195.71 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 5.000 13.950 7.950 1-Jul-99
21700013240 11.000 246.40 1-Aug-97 1-Jul-27 ARM PRIME 3.250 14.750 8.750 1-Jul-99
21700013249 10.625 2,340.07 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 5.500 14.500 8.500 1-Jul-99
21700013288 10.250 2,862.52 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Aug-99
21700013354 10.750 1,397.38 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 5.000 14.500 8.500 1-Mar-99
21700013355 10.750 1,704.80 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 5.000 14.500 8.500 1-Mar-99
21700013370 10.750 2,069.69 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 5.000 13.950 8.450 1-Mar-99
21700013402 11.750 806.48 1-Oct-97 1-Sep-22 ARM PRIME 3.250 14.750 9.250 10-Mar-99
21700013442 8.875 6,361.32 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.750 7.750 1-Apr-99
21700013532 9.750 1,931.51 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.750 13.700 8.200 1-May-99
21700013546 11.000 929.76 1-Jan-98 1-Dec-27 ARM PRIME 3.250 14.500 8.500 1-Jun-99
21700013562 9.580 7,562.07 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.700 15.580 9.580 1-Jun-99
21700013603 10.375 4,511.96 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 5.250 13.700 8.200 1-Jul-99
21700013610 9.375 8,711.39 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.250 13.700 6.700 1-Jul-99
21700013621 10.375 1,204.67 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 5.250 14.250 8.250 1-Jul-99
21700013641 9.375 814.11 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.250 13.700 7.700 1-Jul-99
21700013687 9.750 10,974.36 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
21700013701 9.950 14,482.86 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
21700013709 9.700 1,166.03 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.250 13.700 7.700 1-Aug-99
21700013840 10.500 2,466.20 1-May-98 1-Apr-28 ARM PRIME 3.250 14.500 8.500 1-Apr-99
21700013847 9.700 1,404.96 1-May-98 1-Apr-28 ARM 6MOLIBOR 4.750 12.700 7.700 1-Apr-99
21700014008 8.875 2,474.26 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.750 13.750 7.750 1-Jun-99
21700031791 9.700 2,628.06 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.250 13.700 7.700 1-Aug-99
21720013703 9.750 2,545.09 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
21720013721 9.375 3,077.48 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
21720013759 9.250 5,138.30 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21720013781 9.490 873.73 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21720013798 9.290 1,634.10 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21720013804 9.090 6,691.64 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21720013824 8.540 10,032.76 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21720013849 10.045 1,497.53 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
21720013885 8.820 15,438.26 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
21720013915 9.320 2,462.57 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013916 10.070 2,339.29 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013930 8.820 2,802.64 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013938 8.570 5,127.40 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013969 8.650 16,890.39 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013983 9.400 2,142.27 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013986 10.275 2,693.89 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720014013 9.600 7,633.44 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21720014037 8.650 10,816.53 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21720014042 9.400 2,542.39 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22330013086 10.500 4,098.04 1-May-97 1-Apr-04 FIXED FIXED N/A N/A N/A N/A
22600013301 9.500 4,618.57 1-Sep-97 1-Aug-12 ARM 6MOLIBOR 3.750 13.750 7.750 1-Aug-99
22630011247 10.250 2,852.26 1-Sep-95 1-Aug-25 ARM 6MOLIBOR 4.550 14.363 7.950 1-Aug-99
22630012540 9.000 1,233.14 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
22630012726 9.625 938.77 1-Feb-97 1-Jan-27 ARM 6MOLIBOR 4.500 14.000 8.000 1-Jul-99
22630012924 9.125 2,048.09 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
22630012947 9.200 905.06 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 9.200 1-Mar-00
22630012948 9.200 905.06 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 9.200 1-Mar-00
22630012953 9.200 1,330.97 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 9.200 1-Mar-00
22630012988 10.060 4,383.59 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 10.060 1-Mar-00
22630012995 9.750 1,672.24 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
22630013004 10.875 2,024.86 1-May-97 1-Apr-27 ARM 6MOLIBOR 5.500 14.950 8.950 1-Apr-99
22630013012 9.625 1,794.53 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 13.500 7.500 1-Apr-99
22630013060 9.625 721.76 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 14.000 8.000 1-Apr-99
22630013082 9.000 2,425.25 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
22630013128 8.750 1,354.87 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
22630013130 9.000 5,309.01 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
22630013131 9.000 2,111.54 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
22630013140 9.000 2,894.68 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-May-99
22630013159 11.000 1,207.68 1-Jun-97 1-May-27 ARM PRIME 2.950 14.250 8.250 1-May-99
22630013177 9.125 683.08 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
22630013192 9.375 1,047.46 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.250 14.000 8.000 1-Jun-99
22630013209 9.125 1,309.23 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
22630013215 9.125 3,286.11 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.250 7.750 1-Jul-99
22630013219 9.125 1,951.65 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
22630013253 9.125 819.29 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jul-99
22630013257 9.125 1,341.76 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jul-99
22630013261 10.000 1,226.51 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.250 14.000 8.000 1-Aug-99
22630013279 9.500 2,517.88 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
22630013284 9.625 1,781.05 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.500 13.750 7.750 1-Jul-99
22630013285 9.625 3,752.31 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.500 13.750 7.750 1-Jul-99
22630013312 9.500 1,269.20 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Aug-99
22630013326 9.500 3,065.40 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Aug-99
22630013344 9.375 8,437.49 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Apr-99
22630013359 9.750 892.52 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Mar-99
22630013369 9.750 2,231.30 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Mar-99
22630013398 9.125 1,058.37 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.750 13.250 7.750 1-Apr-99
22630013399 9.750 1,756.75 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Mar-99
22630013417 9.500 3,122.74 1-Dec-97 1-Nov-12 ARM 6MOLIBOR 4.500 13.500 7.500 1-May-99
22630013430 9.125 967.58 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Apr-99
22630013435 8.875 3,432.36 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Apr-99
22630013441 10.625 3,651.74 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 5.250 14.450 8.950 1-Apr-99
22630013486 7.750 1,899.96 1-Dec-97 1-Nov-27 ARM 1YRCMT 3.750 13.500 7.500 1-May-99
22630013501 8.750 1,938.75 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-May-99
22630013502 7.250 8,704.65 1-Dec-97 1-Nov-27 ARM 1YRCMT 3.250 13.250 7.250 1-May-99
22630013540 10.125 9,168.77 1-Jan-98 1-Dec-04 ARM 6MOLIBOR 5.000 14.000 8.500 1-Jun-99
22630013543 8.875 1,113.91 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jun-99
22630013544 8.875 1,938.22 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jun-99
22630013564 8.875 3,518.61 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.250 7.750 1-Jun-99
22630013566 8.875 789.25 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jun-99
22630013567 8.875 953.82 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
22630013585 8.875 835.03 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.950 7.950 1-Jul-99
22630013607 8.875 755.43 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.990 7.990 1-Jul-99
22630013608 7.625 2,682.17 1-Feb-98 1-Jan-28 ARM 1YRCMT 3.000 13.500 7.500 1-Jul-99
22630013611 7.625 7,043.19 1-Feb-98 1-Jan-28 ARM 1YRCMT 3.000 13.250 7.250 1-Jul-99
22630013636 9.750 1,480.23 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.125 14.250 8.250 1-Aug-99
22630013637 8.875 2,076.09 1-Feb-98 1-Jan-23 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jul-99
22630013650 8.625 1,690.19 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
22630013658 8.750 7,308.94 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.650 13.250 7.500 1-Jul-99
22630013679 8.875 2,384.93 1-Feb-98 1-Jan-05 ARM 6MOLIBOR 3.750 13.750 7.750 1-Jul-99
22630013680 9.500 3,182.61 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.375 13.740 7.990 1-Jul-99
22630013740 9.625 1,641.61 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.875 13.250 9.495 1-Aug-99
22630013745 9.250 1,388.12 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.750 13.250 7.750 1-Aug-99
22630013746 9.625 1,274.88 1-Apr-98 1-Mar-05 ARM 6MOLIBOR 3.950 13.750 9.500 1-Mar-99
22630013780 8.750 1,355.96 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.750 13.250 7.250 1-Mar-99
22630013786 9.000 644.53 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
22630013787 8.875 1,932.14 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.125 12.250 7.500 1-Mar-99
22630013800 9.750 3,002.63 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 4.000 13.250 7.750 1-Mar-99
22630013819 8.750 466.82 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Mar-99
22630013820 9.490 2,292.11 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 5.000 13.990 7.990 1-Mar-99
22630013822 7.750 2,953.12 1-Apr-98 1-Mar-28 ARM 1YRCMT 2.700 12.990 6.990 1-Mar-99
22630013862 7.625 1,432.79 1-May-98 1-Apr-28 ARM 1YRCMT 3.000 13.250 7.250 1-Apr-99
22630013863 9.000 1,406.14 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.625 13.250 7.500 1-Apr-99
22630013868 9.125 740.15 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.750 1-Apr-99
22630013906 8.360 16,223.90 1-Jun-98 1-May-28 ARM 1YRCMT 2.990 13.250 8.360 1-May-99
22630013961 8.625 1,515.30 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.625 13.250 7.500 1-May-99
22630014022 9.030 18,152.58 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.250 13.250 9.030 1-Jun-99
22650012504 10.500 4,310.71 1-Dec-96 1-Nov-01 FIXED FIXED N/A N/A N/A N/A
22650013376 10.170 1,442.06 1-Oct-97 1-Sep-04 FIXED FIXED N/A N/A N/A N/A
22650013400 9.500 1,034.26 1-Oct-97 1-Sep-07 FIXED FIXED N/A N/A N/A N/A
22650013431 10.880 1,117.17 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
22650013459 9.800 7,828.11 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
22650013565 9.450 1,406.52 1-Jan-98 1-Dec-04 FIXED FIXED N/A N/A N/A N/A
22650013568 8.875 2,068.68 1-Jan-98 1-Dec-07 FIXED FIXED N/A N/A N/A N/A
22650013606 9.440 12,173.42 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22650013613 8.930 6,536.66 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22650013614 8.930 2,248.85 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22650013615 8.930 5,247.32 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22650013747 8.940 3,401.32 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
22650013748 8.940 6,402.48 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
22650013761 8.625 1,487.53 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
22650013818 9.040 1,130.51 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
22650013869 9.000 2,574.80 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22650013871 8.320 2,353.66 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22650013881 8.150 18,234.08 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650013893 8.820 2,216.78 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22650013894 8.290 2,799.91 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22650013905 8.655 1,871.83 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22650013928 9.450 1,306.89 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22650013929 9.150 1,992.12 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650013964 8.900 2,003.57 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22650013971 8.963 2,586.33 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22650013972 8.900 1,646.71 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22650013994 8.963 661.62 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650014019 9.140 1,405.39 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650014021 9.650 364.16 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650014028 8.890 1,310.61 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650014031 8.640 2,468.98 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650014061 8.140 14,870.96 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22700012966 12.000 1,471.45 1-Jul-97 1-Jun-22 ARM PRIME 4.200 15.200 9.200 1-Jun-99
22700012989 9.875 3,864.20 1-May-97 1-Apr-22 ARM 6MOLIBOR 4.500 13.950 7.950 1-Apr-99
22700012996 9.625 5,094.18 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 3.950 13.950 7.950 1-Mar-99
22700013041 11.500 1,951.31 1-May-97 1-Apr-27 ARM PRIME 3.250 14.750 8.750 1-Apr-99
22700013058 9.250 5,329.53 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.950 13.750 7.750 1-Apr-99
22700013129 9.500 3,230.42 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-May-99
22700013178 9.625 6,706.10 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
22700013210 10.625 1,135.42 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 5.500 14.500 8.500 1-Jun-99
22700013233 9.500 11,653.97 1-Aug-97 1-Jul-17 ARM 6MOLIBOR 4.375 13.875 8.375 1-Jul-99
22700013350 9.625 2,623.59 1-Oct-97 1-Sep-12 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
22700013377 11.250 659.00 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 5.500 14.500 8.500 1-Mar-99
22700013401 9.625 7,640.81 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
22700013425 10.875 2,466.01 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 5.500 14.500 9.000 1-Apr-99
22700013443 9.875 8,127.93 1-Nov-97 1-Oct-17 ARM 6MOLIBOR 4.500 14.500 9.000 1-Apr-99
22700013470 9.500 12,153.63 1-Dec-97 1-Nov-07 ARM 6MOLIBOR 4.500 13.950 8.450 1-May-99
22700013494 9.500 1,478.22 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.500 13.950 8.450 1-May-99
22700013498 10.000 1,082.44 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 5.000 13.950 8.450 1-May-99
22700013507 8.625 2,719.58 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.700 13.490 7.990 1-May-99
22700013521 10.250 1,074.32 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 5.250 14.250 8.750 1-May-99
22700013570 11.750 2,519.69 1-Jan-98 1-Dec-27 ARM PRIME 3.950 14.750 9.250 1-Jun-99
22700013584 9.375 1,346.04 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.250 13.700 7.700 1-Jun-99
22700013594 10.125 4,030.12 1-Feb-98 1-Jan-23 ARM 6MOLIBOR 5.000 14.250 8.250 1-Jul-99
22700013638 10.250 2,607.01 1-Feb-98 1-Jan-08 ARM 6MOLIBOR 4.250 14.200 10.250 1-Jul-99
22700013666 9.750 1,283.46 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.625 13.700 8.450 1-Jul-99
22700013760 9.500 5,234.60 1-Apr-98 1-Mar-23 ARM 6MOLIBOR 4.000 13.500 7.500 1-Mar-99
22720013616 9.875 3,655.86 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22720013681 9.480 3,684.72 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22720013706 9.600 1,188.89 1-Mar-98 1-Feb-03 FIXED FIXED N/A N/A N/A N/A
22720013764 9.810 1,298.25 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
22720013776 9.540 3,796.99 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
22720013778 9.390 11,042.30 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
22720013852 9.040 2,862.20 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22720013870 9.540 2,362.57 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22720013912 8.570 19,347.00 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22720013925 9.915 958.43 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22720013942 8.900 2,665.64 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22720013967 8.400 4,942.43 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22720013974 8.900 1,992.40 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22720014020 9.015 5,438.49 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
23600013293 9.750 12,869.28 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.000 14.000 8.000 1-Aug-99
23630013006 9.250 1,068.23 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.950 13.750 7.750 1-Apr-99
23630013021 8.875 3,879.55 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.450 7.450 1-Apr-99
23630013047 9.125 4,310.26 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.750 7.750 1-Apr-99
23630013061 8.875 1,635.87 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.500 7.500 1-Apr-99
23630013076 9.625 806.37 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.750 7.750 1-Apr-99
23630013103 9.450 1,816.75 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-00
23630013147 7.500 4,869.27 1-Jun-97 1-May-27 ARM 1YRCMT 3.250 13.500 7.500 1-May-99
23630013287 8.375 8,736.80 1-Oct-97 1-Sep-07 ARM 1YRCMT 3.250 13.450 7.950 1-Mar-99
23630013300 9.690 2,051.41 1-Sep-97 1-Aug-07 FIXED FIXED N/A N/A N/A N/A
23630013315 10.500 4,708.34 1-Sep-97 1-Aug-22 ARM 6MOLIBOR 4.750 13.950 7.950 1-Aug-99
23630013337 10.500 1,277.65 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.750 13.950 7.950 1-Aug-99
23630013461 7.875 1,340.88 0-Xxx-00 0-Xxx-00 XXX 0XXXXX 3.250 13.250 7.250 1-Apr-99
23630013487 9.625 1,992.29 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.630 14.500 8.500 1-May-99
23630013500 7.500 3,619.67 0-Xxx-00 0-Xxx-00 XXX 0XXXXX 3.250 13.000 7.500 1-May-99
23630013514 8.875 1,231.85 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.950 13.750 7.750 1-May-99
23630013519 8.750 2,045.69 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.750 8.250 1-May-99
23630013574 9.375 1,296.19 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.250 13.950 7.950 1-Jun-99
23630013575 9.375 1,296.22 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.250 13.950 7.950 1-Jun-99
23630013609 9.625 3,097.80 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.750 7.750 1-Jul-99
23630013645 8.750 10,890.95 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.650 13.250 7.950 1-Jul-99
23630013647 8.625 4,665.56 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.750 7.750 1-Jul-99
23630013716 9.875 1,606.45 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
23630013772 9.750 4,838.58 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.250 7.750 1-Mar-99
23630013793 8.750 9,432.62 0-Xxx-00 0-Xxx-00 XXX 0XXXXX 3.625 13.250 7.750 1-Mar-99
23630014003 8.875 4,927.57 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
23650013428 10.000 2,544.96 1-Nov-97 1-Oct-07 FIXED FIXED N/A N/A N/A N/A
23650013775 8.500 1,691.61 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
23650013975 8.400 2,827.95 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
23650013984 8.650 3,792.61 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
23650014053 8.400 3,428.27 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
23650014065 8.195 2,952.25 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
23700013018 10.250 1,958.28 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.950 13.950 7.950 1-Apr-99
23700013093 9.250 2,723.55 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-May-99
23700013188 9.875 3,574.22 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.750 13.950 7.950 1-Jun-99
23700013299 10.500 1,734.50 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.750 13.950 7.950 1-Aug-99
23700013325 9.250 4,108.35 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.450 13.750 7.750 1-Aug-99
23700013365 10.000 4,382.32 1-Oct-97 1-Sep-07 ARM 6MOLIBOR 4.250 13.750 8.250 1-Mar-99
23700013372 10.750 6,145.76 1-Oct-97 1-Sep-12 ARM 6MOLIBOR 5.000 14.500 8.500 22-Feb-99
23700013405 10.250 5,581.88 1-Oct-97 1-Sep-17 ARM 6MOLIBOR 4.500 13.950 8.250 1-Mar-99
23700013493 9.750 7,248.64 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.750 13.950 8.450 1-May-99
23700013557 9.875 4,336.45 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.750 13.500 8.000 1-Jun-99
23700013558 8.875 5,726.17 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.250 7.750 1-Jun-99
23700013583 9.375 1,510.96 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.500 7.500 1-Jul-99
23700013590 7.625 2,827.11 1-Jan-98 1-Dec-27 ARM 1YRCMT 2.990 13.250 7.250 1-Jun-99
23700013593 9.875 1,550.94 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.750 13.950 8.450 1-Jul-99
23700013605 9.750 1,173.29 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.750 7.750 1-Aug-99
23700013660 9.375 6,936.43 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.700 7.700 1-Jul-99
23700013661 9.750 2,366.77 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.750 7.750 1-Mar-99
23700013672 9.625 9,765.73 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.500 8.000 1-Jul-99
23700013727 10.000 5,784.72 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.700 8.200 1-Mar-99
23700013731 9.750 7,721.16 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.750 7.750 1-Aug-99
23700013749 9.625 1,816.96 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.950 13.500 8.000 1-Mar-99
23700013860 9.625 3,199.56 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.450 7.950 1-Apr-99
23700013952 9.250 1,311.12 1-Jun-98 1-May-28 ARM 6MOLIBOR 4.250 13.750 7.750 1-May-99
23700014062 8.125 1,402.82 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 2.950 13.700 7.700 1-Jun-99
23720013321 10.480 9,663.23 1-Sep-97 1-Aug-07 FIXED FIXED N/A N/A N/A N/A
23720013531 9.750 3,118.99 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
23720013547 9.450 4,964.63 1-Jan-98 1-Dec-04 FIXED FIXED N/A N/A N/A N/A
23720013695 8.875 10,964.63 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
23720013754 9.250 12,631.64 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
23720013875 10.125 4,587.64 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
23720013882 9.445 1,736.38 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
23720013890 9.125 5,383.36 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
23720013898 9.250 3,907.71 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
23720013911 8.750 1,404.27 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
23720013987 9.400 7,085.33 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
23720014000 9.025 6,149.15 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
23720014045 9.640 1,880.91 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
23720014054 8.195 3,251.21 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
24330013113 10.750 2,660.43 1-Jun-97 1-May-04 FIXED FIXED N/A N/A N/A N/A
24630011333 10.250 2,614.02 1-Sep-95 1-Aug-25 ARM 6MOLIBOR 4.550 13.750 7.750 1-Aug-99
24630012999 9.375 1,163.22 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 7.750 1-Apr-99
24630013005 8.950 2,242.88 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 8.950 1-Apr-00
24630013013 9.375 1,577.00 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.500 7.500 1-Apr-99
24630013020 9.125 2,113.02 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Apr-99
24630013085 9.375 2,323.24 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.500 7.500 1-Apr-99
24630013108 8.750 1,572.15 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
24630013117 9.000 1,768.97 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-May-99
24630013133 9.000 849.13 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
24630013139 9.000 3,217.58 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
24630013148 8.750 3,908.75 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
24630013190 8.875 3,006.58 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
24630013196 8.875 2,182.85 1-Jul-97 1-Jun-17 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
24630013208 9.125 757.97 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
24630013214 9.125 2,335.83 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
24630013235 9.625 2,412.71 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 14.250 8.250 1-Jul-99
24630013251 9.125 609.65 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.500 7.500 1-Jul-99
24630013270 8.875 1,873.62 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Jul-99
24630013302 10.000 1,051.20 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.250 14.250 8.250 1-Aug-99
24630013304 9.500 3,241.76 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
24630013313 9.750 1,650.91 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
24630013332 9.500 1,322.74 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Aug-99
24630013333 9.125 1,574.98 1-Sep-97 1-Aug-27 ARM 1YRCMT 3.750 13.500 7.500 1-Aug-99
24630013352 9.500 3,273.93 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
24630013371 10.000 4,925.99 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.250 14.000 8.000 1-Mar-99
24630013385 9.500 3,594.66 1-Oct-97 1-Sep-22 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
24630013394 9.500 2,849.38 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
24630013411 9.125 1,271.82 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Apr-99
24630013436 8.875 953.85 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.500 7.500 1-Apr-99
24630013479 8.500 3,601.16 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-May-99
24630013489 8.750 1,155.48 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-May-99
24630013490 8.625 2,152.25 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013506 8.500 2,217.41 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-May-99
24630013509 8.500 922.64 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.750 7.750 1-May-99
24630013515 9.625 11,304.86 1-Jan-98 1-Dec-07 FIXED FIXED N/A N/A N/A N/A
24630013517 8.500 1,049.48 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-May-99
24630013535 9.250 2,326.09 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.700 7.700 1-May-99
24630013538 8.625 1,159.71 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013542 8.875 3,062.07 1-Jan-98 1-Dec-27 ARM 1YRCMT 4.250 13.700 7.700 1-Jun-99
24630013549 8.625 3,266.37 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013555 8.625 3,468.57 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013556 8.625 1,480.70 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013587 8.625 1,095.91 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013589 8.625 4,515.85 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013591 8.875 953.82 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
24630013624 7.625 2,005.12 1-Feb-98 1-Jan-28 ARM 1YRCMT 2.990 13.250 7.250 1-Jul-99
24630013635 8.125 3,660.14 1-Feb-98 1-Jan-28 ARM 1YRCMT 3.500 13.250 7.250 1-Jul-99
24630013692 8.625 1,912.69 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-Jul-99
24630013702 8.625 1,513.24 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-Jul-99
24630013714 8.750 1,296.21 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-Aug-99
24630013720 8.750 5,685.27 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-Aug-99
24630013756 8.750 943.33 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-Mar-99
24630013765 8.375 4,320.84 0-Xxx-00 0-Xxx-00 XXX 0XXXXX 3.250 13.250 7.250 1-Mar-99
24630013766 9.000 2,565.64 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Mar-99
24630013771 8.750 1,446.16 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.250 7.250 1-Mar-99
24630013777 8.750 2,169.58 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-Mar-99
24630013789 9.000 2,999.24 1-Apr-98 1-Mar-05 FIXED FIXED N/A N/A N/A N/A
24630013854 8.750 1,571.15 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-Apr-99
24630013922 8.750 1,193.68 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
24630013931 7.250 3,338.03 1-Jun-98 1-May-28 ARM 1YRCMT 2.990 13.250 7.250 1-May-99
24630013956 8.500 3,139.76 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013963 8.500 1,728.14 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013990 8.500 5,184.69 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013991 8.625 3,932.66 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630014009 8.500 1,094.55 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630014052 9.125 6,927.01 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 4.000 14.125 8.125 1-Jun-99
24630014067 8.625 1,204.19 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630014078 7.875 3,260.99 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 2.750 12.250 7.250 1-Jun-99
24650012784 9.880 5,931.17 1-Mar-97 1-Feb-02 FIXED FIXED N/A N/A N/A N/A
24650013220 9.880 912.16 1-Jul-97 1-Jun-02 FIXED FIXED N/A N/A N/A N/A
24650013384 9.000 9,444.26 1-Oct-97 1-Sep-07 FIXED FIXED N/A N/A N/A N/A
24650013465 9.625 2,039.98 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
24650013485 9.125 3,254.54 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
24650013671 9.130 8,139.95 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
24650013674 9.500 1,681.71 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
24650013815 8.790 1,395.87 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
24650013816 8.790 2,368.68 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
24650013838 9.125 884.83 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
24650013853 9.500 1,229.75 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
24650013855 9.500 1,185.61 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
24650013859 8.750 2,753.46 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
24650013944 8.570 2,873.03 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
24650013946 8.400 1,457.02 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
24650013980 8.900 2,411.93 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
24650013992 8.900 3,701.86 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
24650014014 8.750 1,258.73 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
24650014024 8.400 7,313.65 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
24650014034 9.400 2,302.74 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
24700012968 9.875 2,411.40 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.950 7.950 1-Apr-99
24700013000 10.500 9,039.14 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.750 13.950 7.950 1-Mar-99
24700013172 9.625 2,429.46 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
24700013183 11.000 566.37 1-Jul-97 1-Jun-27 ARM PRIME 3.250 14.750 8.750 1-Jun-99
24700013317 10.250 2,429.57 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Aug-99
24700013322 10.250 2,413.02 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Aug-99
24700013390 10.250 7,109.02 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.500 13.950 8.450 1-Mar-99
24700013412 9.875 4,401.44 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.950 7.950 1-Apr-99
24700013438 9.625 4,074.37 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.700 7.700 1-Apr-99
24700013475 9.250 862.93 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.700 7.700 1-May-99
24700013744 9.700 1,792.71 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.700 7.700 1-Aug-99
24700013970 10.250 9,843.31 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.950 8.250 1-Mar-99
24720013642 9.875 3,691.72 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
24720013688 9.375 6,487.68 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
24720013965 10.000 526.55 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
25630011929 10.000 1,233.44 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.500 7.500 1-Aug-99
25630012969 8.375 2,051.49 1-Apr-97 1-Mar-27 ARM 1YRCMT 3.250 13.500 7.500 1-Mar-99
25630013007 7.625 7,051.49 1-May-97 1-Apr-27 ARM 1YRCMT 3.000 13.500 7.500 1-Apr-99
25630013054 7.875 11,485.67 1-May-97 1-Apr-27 ARM 1YRCMT 3.250 13.500 7.500 1-Apr-99
25630013075 8.875 2,782.69 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.500 7.500 1-Apr-99
25630013077 7.375 4,948.42 1-Jun-97 1-May-27 ARM 1YRCMT 3.125 13.375 7.375 1-May-99
25630013087 7.500 3,153.94 1-Jun-97 1-May-27 ARM 1YRCMT 3.500 13.500 7.500 1-May-99
25630013100 7.750 5,920.64 1-Jun-97 1-May-27 ARM 1YRCMT 3.500 13.750 7.750 1-May-99
25630013101 7.500 3,151.63 1-Jun-97 1-May-27 ARM 1YRCMT 3.250 13.500 7.500 1-May-99
25630013123 7.250 2,939.48 1-Jun-97 1-May-27 ARM 1YRCMT 2.950 13.250 7.250 1-May-99
25630013162 7.875 4,787.04 1-Jul-97 1-Jun-27 ARM 1YRCMT 3.250 13.500 7.500 1-Jun-99
25630013252 7.875 1,088.20 1-Aug-97 1-Jul-27 ARM 1YRCMT 3.250 13.500 7.500 1-Jul-99
25630013255 8.125 2,450.67 1-Aug-97 1-Jul-27 ARM 1YRCMT 3.500 13.450 7.950 1-Jul-99
25630013296 8.625 4,437.05 1-Sep-97 1-Aug-27 ARM 1YRCMT 3.250 13.500 7.500 1-Aug-99
25630013360 8.375 2,013.70 1-Oct-97 1-Sep-27 ARM 1YRCMT 3.250 13.450 7.950 1-Mar-99
25630013396 8.625 3,887.24 1-Oct-97 1-Sep-27 ARM 1YRCMT 3.500 13.450 7.950 1-Mar-99
25630013397 8.625 3,692.87 1-Oct-97 1-Sep-27 ARM 1YRCMT 3.500 13.450 7.950 1-Mar-99
25630013427 7.500 8,045.50 0-Xxx-00 0-Xxx-00 XXX 0XXXXX 2.950 13.250 7.250 1-Apr-99
25630013472 7.950 7,856.25 0-Xxx-00 0-Xxx-00 XXX 0XXXXX 3.500 13.450 7.950 1-May-99
25630013473 7.950 6,722.28 0-Xxx-00 0-Xxx-00 XXX 0XXXXX 3.500 13.450 7.950 1-May-99
25630013649 7.250 2,181.56 1-Feb-98 1-Jan-28 ARM 1YRCMT 2.950 13.250 7.250 1-Jul-99
25630013769 8.290 3,506.48 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
25630013976 7.250 2,080.64 1-Jun-98 1-May-28 ARM 1YRCMT 2.990 12.250 7.250 1-May-99
25650013474 9.300 2,590.46 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
25650013536 8.960 6,413.97 1-Jan-98 1-Dec-07 FIXED FIXED N/A N/A N/A N/A
25650013805 8.290 6,843.29 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
25650013988 8.900 1,602.85 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
25700013079 9.250 1,352.03 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.950 13.750 7.750 1-Apr-99
25700013424 9.625 5,170.11 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.750 8.250 1-Apr-99
25700013534 10.250 1,567.05 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 5.250 14.250 8.750 1-May-99
25700013588 9.125 8,167.27 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.950 13.750 8.250 1-Jul-99
25720013995 8.900 1,873.98 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
25720014036 8.890 3,346.23 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
26600013221 9.625 10,613.39 1-Jul-97 1-Jun-07 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
26630012473 11.250 4,122.27 1-Aug-95 1-Jul-25 ARM PRIME 3.550 16.450 8.450 1-Jul-99
26630012982 8.875 4,769.48 1-Apr-97 1-Mar-27 ARM 1YRCMT 3.750 13.500 7.500 1-Mar-99
26630013025 9.125 3,117.65 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Apr-99
26630013031 9.125 2,031.84 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Apr-99
26630013053 8.125 1,066.17 1-May-97 1-Apr-27 ARM 1YRCMT 3.500 13.500 7.500 1-Apr-99
26630013062 8.875 1,489.39 1-Jan-97 1-Dec-26 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
26630013066 9.875 1,418.11 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.750 7.750 1-Apr-99
26630013067 8.750 1,927.86 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
26630013102 8.750 1,022.41 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
26630013114 8.750 1,218.51 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
26630013134 8.750 3,922.51 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
26630013151 9.125 11,987.99 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
26630013203 7.500 910.24 1-Jul-97 1-Jun-27 ARM 1YRCMT 2.950 13.250 7.250 1-Jun-99
26630013277 9.500 2,475.91 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
26630013329 10.000 1,892.24 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-Mar-99
26630013334 10.000 3,501.62 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.250 13.500 7.500 1-Aug-99
26630013375 8.625 1,592.76 1-Oct-97 1-Sep-27 ARM 1YRCMT 3.500 13.500 8.000 1-Mar-99
26630013408 8.000 8,420.13 1-Oct-97 1-Sep-27 ARM 1YRCMT 2.950 13.500 7.750 1-Mar-99
26630013458 7.875 1,553.94 0-Xxx-00 0-Xxx-00 XXX 0XXXXX 3.250 13.250 7.250 1-Apr-99
26630013526 8.875 832.39 1-Jan-98 1-Dec-17 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jun-99
26630013529 9.250 3,948.85 1-Jan-98 1-Dec-07 FIXED FIXED N/A N/A N/A N/A
26630013643 8.625 4,161.86 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.750 7.750 1-Jul-99
26630013901 8.750 2,609.20 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
26650013530 8.500 2,114.52 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
26650013733 8.560 1,670.05 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
26650013738 9.310 1,995.88 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
26650013757 9.310 892.17 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
26650013762 8.560 3,131.34 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
26650013821 8.540 2,377.00 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013838 8.790 6,513.87 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013844 8.820 4,116.87 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013851 8.570 2,205.56 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013856 8.570 2,476.42 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013888 8.070 1,721.06 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013909 9.570 1,979.57 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013924 8.320 7,750.99 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
26650013941 8.070 2,585.28 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
26650013962 8.275 2,861.50 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
26650014029 8.400 3,009.26 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
26650014059 8.640 3,115.43 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
26700012569 8.500 1,221.18 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.450 7.450 1-May-99
26700012929 10.750 1,747.28 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 5.000 13.950 7.950 1-Mar-99
26700012967 10.250 1,430.71 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.950 7.950 1-Mar-99
26700013145 9.625 3,147.26 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
26700013223 9.625 12,778.94 1-Jul-97 1-Jun-12 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
26700013227 9.625 15,749.71 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.750 7.750 1-Jul-99
26700013268 10.000 2,008.04 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-Aug-99
26700013278 9.375 4,767.88 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.750 7.750 1-Jul-99
26700013403 9.625 1,401.74 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.950 8.450 1-Apr-99
26700013449 9.625 2,168.53 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.200 7.700 1-Apr-99
26700013496 8.875 4,136.10 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.950 13.950 7.950 1-May-99
26700013627 8.875 1,985.75 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.700 13.500 7.500 1-Jul-99
26700013664 9.625 4,132.09 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 14.200 8.200 1-Jul-99
26700013934 8.625 4,390.69 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.700 13.500 7.500 1-May-99
26720013654 9.780 1,697.16 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
26720013887 9.320 3,311.02 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26720013933 9.790 2,659.47 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
26720014038 9.140 3,258.87 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
27630013230 9.375 1,891.83 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.200 14.000 8.000 1-Jul-99
27630013896 9.500 2,064.89 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.125 13.500 8.250 1-Apr-99
27650013813 9.040 605.63 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
27650013999 8.900 1,196.16 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
27700013116 9.500 1,344.86 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-May-99
27700013267 9.375 1,413.67 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.200 14.000 8.000 1-Jul-99
27700013389 10.250 3,132.53 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.875 14.330 8.330 1-Apr-99
27720013977 9.400 937.77 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
28630013126 9.500 1,182.46 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 15.500 9.500 1-May-00
28630013269 8.375 899.44 1-Aug-97 1-Jul-27 ARM 1YRCMT 3.750 13.500 7.500 1-Jul-99
28630013602 7.500 1,154.16 1-Feb-98 1-Jan-28 ARM 1YRCMT 2.700 13.500 7.500 1-Jul-99
28630013707 9.950 1,047.18 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.950 7.950 1-Aug-99
28630013753 9.000 1,810.41 1-Mar-98 1-Feb-03 FIXED FIXED N/A N/A N/A N/A
28630013817 8.000 8,803.13 1-May-98 1-Apr-28 ARM 1YRCMT 3.375 13.990 7.990 1-Apr-99
28630013985 9.650 3,082.53 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013836 8.853 2,382.21 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
28650013889 8.695 4,133.06 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013917 9.310 1,186.79 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013937 8.963 2,556.26 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013943 9.000 1,750.06 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013968 8.963 7,518.40 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013997 8.900 1,076.55 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28700013089 10.875 5,649.07 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 5.500 14.500 8.500 1-Apr-99
28700013119 10.500 2,262.15 1-Jun-97 1-May-27 ARM 6MOLIBOR 5.500 14.500 8.500 1-May-99
28700013239 9.875 22,478.50 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.750 14.500 8.500 1-Jul-99
28700013338 9.500 1,486.27 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.950 7.950 1-May-99
28700013357 9.625 8,831.37 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
28700013363 12.000 5,483.60 1-Oct-97 1-Sep-17 ARM PRIME 3.500 14.450 8.950 1-Mar-99
28700013388 10.250 4,292.88 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Mar-99
28700013644 10.500 6,403.38 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.950 10.500 1-Jul-99
28720013770 10.000 1,908.28 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
28720013996 10.150 2,026.19 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28720014049 10.150 2,757.89 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
29630013166 9.125 1,175.99 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
29630013198 9.125 2,521.39 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
29630013205 9.125 661.78 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 7.750 1-Jul-99
29630013294 9.500 1,805.65 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.755 13.450 7.950 1-Aug-99
29630013331 9.000 2,212.41 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 8.250 1-May-99
29630013478 9.000 2,775.79 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 8.250 1-May-99
29630013510 9.000 2,533.82 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 8.250 1-May-99
29630013516 9.125 7,117.60 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Jun-99
29630013533 9.125 1,220.24 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Jun-99
29630013632 8.125 2,708.92 1-Feb-98 1-Jan-28 ARM 1YRCMT 3.500 13.250 7.250 1-Jul-99
29630013732 8.875 5,752.06 1-Mar-98 1-Feb-28 ARM 1YRCMT 3.500 13.990 7.990 1-Aug-99
29630013826 9.000 1,657.69 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Apr-99
29630013827 9.000 2,225.45 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Apr-99
29630013829 9.000 1,059.09 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Apr-99
29650013453 9.500 1,425.25 1-Nov-97 1-Oct-07 FIXED FIXED N/A N/A N/A N/A
29650013504 9.500 1,759.49 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
29650013541 9.550 3,016.07 1-Jan-98 1-Dec-07 FIXED FIXED N/A N/A N/A N/A
29650013807 8.875 1,432.17 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
29650013880 9.570 10,067.00 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
29650013883 8.700 1,115.97 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
29650013895 8.780 1,366.68 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
29650013900 8.875 835.43 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
29650013978 8.650 1,364.25 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
29700013297 9.750 3,002.44 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.950 13.750 7.750 1-Aug-99
29700013362 10.250 992.94 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Mar-99
29700013455 11.500 1,328.19 0-Xxx-00 0-Xxx-00 XXX PRIME 3.250 14.750 9.250 1-Apr-99
29700013708 10.500 2,046.05 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 5.000 14.500 8.500 1-Aug-99
29700013797 9.200 3,323.63 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.700 7.700 1-Mar-99
29720013734 9.630 1,147.58 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
29720013959 10.150 4,443.39 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
29720013982 9.650 1,064.78 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
29720014043 8.775 7,002.67 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
29720014044 9.850 1,796.30 1-Jul-98 1-Jun-08 FIXED FIXED X/X X/X X/X X/X
XXXXXXX X
FORM OF REQUEST FOR RELEASE AND
RECEIPT OF DOCUMENTS
To: LaSalle National Bank
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Attention: Asset-Backed Securities Trust Services Group
Xxxxxxx, XX 00000
Re: ICCMAC Multifamily and Commercial Trust 1999-1, Collateralized
Mortgage Bonds, Series 1999-1
In connection with the administration of the Mortgage Loans
held by you as the Indenture Trustee, we request the release of the (Indenture
Trustee's Mortgage Loan File/[specify documents]) for the Mortgage Loan
described below, for the reason indicated. The undersigned agrees to acknowledge
receipt of such Mortgage Loan File promptly upon receipt.
Mortgagor's Name, Address & Zip Code:
Mortgage Loan Number
Reason for Requesting Documents (check one)
1. Mortgage Loan paid in full. (Servicer hereby certifies that
all amounts received in connection therewith have been
credited or will be escrowed as provided in the Servicing
Agreement.)
----------
2. Mortgage Loan Liquidated. (Servicer hereby certifies that all
proceeds of foreclosure, insurance or other liquidation have
been finally received and credited to or will be escrowed
pursuant to the Servicing Agreement.)
----------
3. Mortgage Loan in Foreclosure.
----------
4. Other (explain)
---------- ----------------------------------------------
If item 1 or 2 above is checked, and if all or part of the
Indenture Trustee's Mortgage Loan File was previously released to us, please
release to us our previous receipt on file with you, as well as any additional
documents in your possession relating to the above specified Mortgage Loan. If
item 3 or 4 is checked, upon our return of all of the above documents to you as
Indenture Trustee, please acknowledge your receipt by signing in the space
indicated below, and returning this form.
[Master Servicer][Special Servicer]
Banc One Mortgage Capital Markets, LLC
By:____________________________________
Name:__________________________________
Title:_________________________________
Date:__________________________________
Documents returned to Indenture Trustee:
By: ______________________________
Name: ______________________________
Title: ______________________________
Date: ______________________________
EXHIBIT C
FORM OF REMITTANCE REPORT
Southern Pacific Bank
ICCMAC 99-1
Primary Servicer Data File (Exhibit B)
Report Due Date: 3rd BD of the Month (Scheduled Balances) and 1 BD after
Determination Date (Actual Balance)
Determination Date: 17th or Preceding Business Day
Primary Servicer Remittance Date: 1 Business Day after Determination Date
BOMCM Servicer
Loan # (will not Prospectus ID#
have until transfer (same as Beginning Stated
Deal ID of loans occur) Primary Loan #) Payment Date Principal Balance
------- ------------------- --------------- ------------ -----------------
Ending Statement Current Index Current Maturity
Deal ID Principal Balance Paid to Date Rate Interest Rate Date
------- ----------------- ------------ ------------- ------------- --------
NEXT
NEXT Period Period Gross
Deal ID Index Rate Interest Rate
------- ----------- -------------
Unscheduled
Scheduled Principal
Scheduled Principal & Collections
Scheduled Principal Interest (Principal Prepay Prepayment
Deal ID Interest Payment Payment Payment Prepayments) Date Premiums
------- ---------------- --------- ----------- ------------ ------ ----------
1 Partial Liquidation (Curtailment)
2 Payoff Prior to Maturity
3 Disposition
4 Xxxxxxxxxx
0 Xxxx Xxxxxx Xx Maturity
6 DPO
7 Liquidation
Prepayment Liquidation Cumulative
Interest Prepayment Other
Excess Code Expense
Deal ID (Shortfall) (see key above) Advance
------- ----------- --------------- ----------
A Payment Not Received But Still In Grace Period
B Late Pymt But Less than 1 Month Delinquent
0 Current
1 One Month Delinquent
2 Two Months Delinquent
3 Three or More Months Delinquent
4 Assumed Scheduled Pymt (Performing Matured Balloon)
7 Foreclosure
9 REO
Status
of Loan
(see key
Deal ID above) Loan Name Property Address
------- -------- --------- ----------------
Actual P&I Actual Actual END.BAL.
Payment Principal Interest Cutoff GENERATED FROM
Deal ID Received Balance Payment Balance USING ANNEX BAL DIFFERENCE
------- ---------- ---------- -------- ------- --------------- ----------
30/360 F Fixed 1 6 Month LIBOR
Actual/360 V Variable 2 One Year CMT
30/365 3 Bank of America Prime
Actual/365 4 Other (Please Specify)
Payment
Adjustment
Interest Interest Date (enter a Primary
Accrual Current Rate Rate N/A if not Default Servicer Primary
Basis Rate Type Interest Index Base Adjustment applicable Default Interest Fee Servicer
Deal ID (see above) (see above) Rate Margin (see above) Date to loan Interest Rate Rate Fee
------- ----------- ----------- ----------- ----------- ---------- ------------- -------- -------- -------- --------
36,498.87
Interest Interest Primary
Rate Rate Net
Deal ID Life Cap Life Floor Remittance
------- -------- ---------- ----------
