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ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1,
as Issuer,
and
LASALLE NATIONAL BANK,
as Indenture Trustee
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INDENTURE
Dated as of February 1, 1999
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COLLATERALIZED MORTGAGE BONDS,
SERIES 1999-1
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TABLE OF CONTENTS
Page
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ARTICLE I
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
Section 1.01 Definitions....................................................2
Section 1.02 Incorporation by Reference of Trust Indenture Act..............2
Section 1.03 Determination of LIBOR.........................................2
Section 1.04 Rules of Construction..........................................3
ARTICLE II
THE BONDS
Section 2.01 Form...........................................................4
Section 2.02 Initial Aggregate Bond Principal Amount; Classes; Terms........4
Section 2.03 Denominations..................................................5
Section 2.04 Execution, Authentication, Delivery and Dating.................5
Section 2.05 Registration of Transfer and Exchange of Bonds.................7
Section 2.06 Mutilated, Destroyed, Lost or Stolen Bonds.....................8
Section 2.07 Payment of Principal, Interest and Other Amounts...............8
Section 2.08 Persons Deemed Owners.........................................10
Section 2.09 Cancellation..................................................10
Section 2.10 Authentication and Delivery of Bonds..........................11
Section 2.11 Reserved......................................................13
Section 2.12 Book-Entry Bonds..............................................13
Section 2.13 Restrictions on Transfer of Bonds.............................14
ARTICLE III
COVENANTS; WARRANTIES
Section 3.01 Payment of Principal and
Interest.............................16
Section 3.02 Maintenance of Office or Agency...............................16
Section 3.03 Money for Bond Payments to Be Held in Trust...................17
Section 3.04 Corporate Existence of Owner Trustee..........................18
Section 3.05 Trust Existence...............................................18
Section 3.06 Payment of Taxes and Other Claims.............................19
Section 3.07 Protection of Trust Estate....................................19
Section 3.08 Opinions as to Trust Estate...................................20
Section 3.09 Performance of Obligations....................................20
Section 3.10 Payment of Certain Fees.......................................20
Section 3.11 Negative Covenants............................................20
Section 3.12 Annual Statement as to Compliance.............................21
Section 3.13 Issuer May Consolidate, etc., Only on Certain Terms...........22
Section 3.14 Purchase of Bonds.............................................23
Section 3.15 Servicing Agreement...........................................23
Section 3.16 Covenants, Representations and Warranties of the Issuer.......26
Section 3.17 Investment Company Act........................................26
ARTICLE IV
SATISFACTION AND DISCHARGE
Section 4.01 Satisfaction and Discharge of Indenture.......................27
Section 4.02 Application of Trust Money....................................27
Section 4.03 Repayment of Monies Held by Paying Agent......................28
ARTICLE V
ISSUER EVENTS OF DEFAULT; REMEDIES
Section 5.01 Issuer Events of Default......................................28
Section 5.02 Acceleration of Maturity; Rescission and Annulment............30
Section 5.03 Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee............................................31
Section 5.04 Remedies......................................................33
Section 5.05 [Reserved]....................................................34
Section 5.06 Application of Money Collected................................35
Section 5.07 Limitation on Suits...........................................35
Section 5.08 Unconditional Right of Bondholders to Receive Principal
and Interest.................................................36
Section 5.09 Restoration of Rights and Remedies............................36
Section 5.10 Rights and Remedies Cumulative................................37
Section 5.11 Delay or Omission Not Waiver..................................37
Section 5.12 Control by Bondholders........................................37
Section 5.13 Waiver of Past Issuer Defaults................................38
Section 5.14 Undertaking for Costs.........................................38
Section 5.15 Waiver of Stay or Extension Laws..............................39
Section 5.16 Sale of Trust Estate..........................................39
Section 5.17 Action on Bonds...............................................39
ARTICLE VI
THE INDENTURE TRUSTEE AND THE FISCAL AGENT
Section 6.01 Certain Duties and Responsibilities...........................41
Section 6.02 Notice of Issuer Defaults.....................................43
Section 6.03 Certain Rights of Indenture Trustee...........................43
Section 6.04 The Indenture Trustee Not Responsible for Recitals or
Issuance of Bonds............................................45
Section 6.05 The Indenture Trustee and the Fiscal Agent May Hold Bonds.....45
Section 6.06 Money Held in Trust...........................................45
Section 6.07 Compensation and Reimbursement................................45
Section 6.08 Eligibility; Disqualification.................................47
Section 6.09 Resignation and Removal; Appointment of Successor.............48
Section 6.10 Acceptance of Appointment by Successor........................50
Section 6.11 Merger, Conversion, Consolidation or Succession to
Business.....................................................51
Section 6.12 Preferential Collection of Claims against the Issuer..........51
Section 6.13 Separate Trustees and Co-Trustees.............................51
Section 6.14 Appointment of Custodians.....................................53
Section 6.15 Inspection and Copying of Certain Documents...................53
Section 6.16 Representations and Warranties of the Indenture Trustee.......54
ARTICLE VII
BONDHOLDER LISTS AND REPORTS
Section 7.01 Issuer to Furnish Indenture Trustee Names and Addresses
of Bondholders...............................................55
Section 7.02 Preservation of Information; Communications to
Bondholders..................................................55
Section 7.03 Reports by Indenture Trustee..................................56
Section 7.04 SEC Reporting.................................................56
Section 7.05 Report by Issuer..............................................56
Section 7.06 Statements to Bondholders.....................................57
ARTICLE VIII
ACCOUNTS, DISBURSEMENTS AND RELEASES
Section 8.01 Payment Account...............................................59
Section 8.02 Other Accounts................................................60
Section 8.03 Release of Trust Estate.......................................60
Section 8.04 Opinion of Counsel............................................61
ARTICLE IX
SUPPLEMENTAL INDENTURES
Section 9.01 Supplemental Indentures Without Consent of Bondholders........62
Section 9.02 Supplemental Indentures With Consent of Bondholders...........63
Section 9.03 Reserved......................................................64
Section 9.04 Delivery of Supplements and Amendments........................64
Section 9.05 Execution of Supplemental Indentures..........................64
Section 9.06 Effect of Supplemental Indentures.............................65
Section 9.07 Conformity with Trust Indenture Act...........................65
Section 9.08 Reference in Bonds to Supplemental Indentures.................65
ARTICLE X
PAYMENTS
Section 10.01 Payment of Principal and Interest.............................65
ARTICLE XI
OPTIONAL REDEMPTION OF BONDS BY THE OWNERSHIP CERTIFICATEHOLDER
Section 11.01 Optional Redemption by the Ownership Certificateholder........73
Section 11.02 Form of Optional Redemption Notice............................73
Section 11.03 Bonds Payable on Redemption Date..............................74
ARTICLE XII
BONDHOLDERS' MEETING
Section 12.01 Purposes for Which Meetings May Be Called.....................74
Section 12.02 Manner of Calling Meetings....................................75
Section 12.03 Call of Meeting by the Indenture Trustee or Bondholders.......75
Section 12.04 Who May Attend and Vote at Meetings...........................75
Section 12.05 Regulations May Be Made by Indenture Trustee..................75
Section 12.06 Manner of Voting at Meetings and Records To Be Kept...........76
Section 12.07 Exercise of Rights of Indenture Trustee and Bondholders
Not to be Hindered or Delayed................................77
ARTICLE XIII
MORTGAGE COLLATERAL AND SERVICING
Section 13.01 Delivery of Mortgage Collateral...............................77
Section 13.02 Servicing and Administration of the Pledged Mortgage
Loans........................................................79
Section 13.03 Releases of Pledged Mortgage Loans and REO Properties.........79
Section 13.04 Certain Designations of the Master Servicer and the
Special Servicer.............................................79
ARTICLE XIV
MISCELLANEOUS
Section 14.01 Compliance Certificates and Opinions, etc.....................80
Section 14.02 Form of Documents Delivered to Indenture Trustee..............81
Section 14.03 Acts of Bondholders...........................................82
Section 14.04 Notice, etc., to Indenture Trustee and Issuer.................82
Section 14.05 Notices to Bondholders; Notification Requirements and
Waiver.......................................................83
Section 14.06 Alternate Payment and Notice Provisions.......................83
Section 14.07 Conflict with Trust Indenture Act.............................83
Section 14.08 Effect of Headings and Table of Contents......................84
Section 14.09 Successors and Assigns........................................84
Section 14.10 Separability Clause...........................................84
Section 14.11 Benefits of Indenture.........................................84
Section 14.12 Legal Holidays................................................84
Section 14.13 Governing Law.................................................84
Section 14.14 Execution Counterparts........................................85
Section 14.15 Recording of Indenture........................................85
Section 14.16 Trust Obligation..............................................85
Section 14.17 No Petition...................................................85
Section 14.18 Inspection....................................................86
Section 14.19 Usury.........................................................86
Section 14.20 Notice to Issuer, the Indenture Trustee and Certain Other
Persons......................................................86
Section 14.21 Tax Treatment.................................................88
Section 14.22 Xxxxxx Act....................................................88
Section 14.23 Notices to Rating Agencies....................................88
EXHIBITS
Annex 1 Defined Terms
Schedule I Mortgage Loan Schedule
Exhibit A-1 Form of Class X-0 Xxxx
Xxxxxxx X-0 Form of Class X-0 Xxxx
Xxxxxxx X-0 Form of Class S Bond
Exhibit A-4 Form of Class A-3 Bond
Exhibit A-5 Form of Class B Bond
Exhibit A-6 Form of Class C Bond
Exhibit A-7 Form of Class D Bond
Exhibit A-8 Form of Class X Bond
Exhibit A-9 Form of Class E Bond
Exhibit A-10 Form of Class F Bond
Exhibit A-11 Form of Class G Bond
Exhibit A-12 Form of Class H Bond
Exhibit B Form of Indenture Trustee's Report
Exhibit C [Reserved]
Exhibit D-1 Form of Transferee Letter (for exempted Transferees)
Exhibit D-2 Form of Transferee Letter (for Rule 144A Transferees)
Exhibit E [Reserved]
Exhibit F [Reserved]
Exhibit G [Reserved]
Exhibit H Class S Scheduled Payments
Exhibit I Class X Scheduled Payments
INDENTURE
RECITALS
INDENTURE dated as of February 1, 1999 ("Indenture") between ICCMAC
MULTIFAMILY AND COMMERCIAL TRUST 1999-1, as Issuer, and LASALLE NATIONAL BANK,
as Indenture Trustee.
PRELIMINARY STATEMENT
The Issuer is a trust organized by the Depositor pursuant to the
Deposit Trust Agreement. The Issuer has duly authorized the execution and
delivery of this Indenture to provide for the issuance of its Collateralized
Mortgage Bonds, Series 1999-1, 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 and Class H. The Bonds
are issuable as provided in this Indenture.
All covenants and agreements made by the Issuer in this Indenture
are for the benefit and security of the Holders of the Bonds. The Issuer is
entering into this Indenture, and the Indenture Trustee is accepting the trust
created hereby, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged. All things necessary to cause the Bonds, when
the Bonds are executed by the Issuer and authenticated and delivered by the
Indenture Trustee as provided herein, to constitute the valid and legally
binding obligations of the Issuer enforceable in accordance with their terms,
and to cause this Indenture to constitute a valid and legally binding agreement
of the Issuer enforceable in accordance with its terms, have been satisfied.
GRANTING CLAUSES
The Issuer hereby Grants to the Indenture Trustee, for the exclusive
benefit of the Holders of the Bonds to secure the obligations of the Issuer
hereunder and under the terms of the Bonds, a senior lien and first priority
security interest in all of the Issuer's right, title and interest in and to any
and all benefits accruing to the Issuer from the Trust Estate.
The Indenture Trustee acknowledges such Grant, accepts the Trust
hereunder in accordance with the provisions of this Indenture and agrees to
perform the duties herein required.
AND IT IS HEREBY COVENANTED AND DECLARED that the Bonds are to be
authenticated and delivered by the Indenture Trustee, that the Trust Estate is
to be held by or on behalf of the Indenture Trustee and that monies in the Trust
Estate are to be applied by the Indenture Trustee for the benefit of the
Bondholders, subject to the further covenants, conditions and trusts hereinafter
set forth, and the Issuer does hereby represent and warrant, and covenant and
agree, to and with the Indenture Trustee, for the equal and proportionate
benefit and security of each Bondholder, as follows:
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
Section 1.01 Definitions.
Whenever used in this Indenture, including in the Recitals, the
Preliminary Statement and the Granting Clauses, all capitalized terms not
defined herein shall have the meanings specified in Annex 1 hereto, unless the
context requires otherwise.
Section 1.02 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:
"indenture securities" means the Bonds;
"indenture security holder" means a Bondholder;
"indenture to be qualified" means this Indenture;
"indenture trustee" or "institutional trustee" means the Indenture
Trustee; and
"obligor" on the indenture securities means the Issuer and any other
obligor on the indenture securities.
All other TIA terms used, but not expressly defined, in this
Indenture that are defined by the TIA, defined by TIA reference to another
statute or defined by Commission rule have the respective meanings assigned to
them by such definitions.
Section 1.03 Determination of LIBOR.
One-Month LIBOR applicable to the calculation of the Bond Interest
Rates on the Class A-1, Class A-2, Class A-3, Class B, Class C, Class D and
Class E Bonds for any Interest Accrual Period will be determined by the
Indenture Trustee on each LIBOR Rate Adjustment Date as follows:
For any Interest Accrual Period, the rate for United States dollar
deposits for one month which appears on the Dow Xxxxx Telerate Screen Page 3750
as of 11:00 A.M., London, England time, on the second LIBOR Business Day prior
to the first day of such Interest Accrual Period (a "LIBOR Rate Adjustment
Date"). "Telerate Screen Page 3750" means the display designated as page 3750 on
the Telerate Service (or such other page as may replace page 3750 on that
service for the purpose of displaying London interbank offered rates of major
banks). If such rate does not appear on such page (or such other page as may
replace that page on that service, or if such service is no longer offered, such
other service for displaying LIBOR or comparable rates as may be reasonably
selected by the Indenture Trustee after consultation with the Master Servicer),
the rate will be the Reference Bank Rate. The "Reference Bank Rate" will be
determined on the basis of the rates at which deposits in U.S. dollars are
offered by the reference banks (which shall be three major banks that are
engaged in transactions in the London interbank market, selected by the
Indenture Trustee after consultation with the Master Servicer) as of 11:00 A.M.,
London time, on the day that is two LIBOR Business Days prior to the immediately
preceding Payment Date to prime banks in the London interbank market for a
period of one month in amounts approximately equal to the aggregate Bond
Principal Amounts of the Offered Bonds (other than the Class S Bonds) then
Outstanding. The Indenture Trustee will request the principal London office of
each of the reference banks to provide a quotation of its rate. If at least two
such quotations are provided, the rate will be the arithmetic mean of the
quotations. If, on such date, fewer than two quotations are provided, as
requested, the rate will be the arithmetic mean of the rates quoted by one or
more major banks in New York City, selected by the Indenture Trustee after
consultation with the Master Servicer, as of 11:00 A.M., New York City time, on
such date for loans in U.S. dollars to leading European banks for a period of
one month in amounts approximately equal to the aggregate Bond Principal Amounts
of the Offered Bonds (other than the Class S Bonds) then Outstanding. If no such
quotations can be obtained and no Reference Bank Rate is available, One-Month
LIBOR will be One-Month LIBOR applicable to the preceding Interest Accrual
Period. One-Month LIBOR for the first Interest Accrual Period shall equal
4.965%.
The establishment of One-Month LIBOR by the Indenture Trustee on any
LIBOR Rate Adjustment Date and the Indenture Trustee's subsequent calculation of
the Bond Interest Rates applicable to the Bonds for the relevant Interest
Accrual Period, in the absence of manifest error, will be final and binding.
Promptly following each LIBOR Rate Adjustment Date, the Indenture
Trustee shall supply the Master Servicer with the results of its determination
of One-Month LIBOR on such date.
Section 1.04 Rules of Construction.
(a) The definition of any term in this Indenture shall be equally
applicable to the singular and plural forms of such term and to the masculine,
feminine and neuter genders of such term. The words "herein", "hereof",
"hereunder" and other words of similar import refer to this Indenture as a
whole, and not to any particular Article, Section or other subdivision.
(b) 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 Indenture (if the reference is contained in this Indenture).
(c) A reference 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.
(d) The word "or", as used herein, is not exclusive.
(e) Accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with GAAP.
(f) The words "include" and "including" shall mean without
limitation by reason of enumeration and shall be construed to be followed by the
words "without limitation".
(g) The pronouns used herein are used in the masculine and neuter
genders but shall be construed as feminine, masculine or neuter, as the context
requires.
ARTICLE II
THE BONDS
Section 2.01 Form.
The Bonds shall be designated as the "ICCMAC Multifamily and
Commercial Trust 1999-1, Collateralized Mortgage Bonds, Series 1999-1". Each
Class of Bonds shall be in substantially the form set forth in Exhibits A-1
through A-12 hereto, with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange on which the Bonds may be listed, or as may be required by
any applicable regulation (whether proposed, temporary or final) promulgated
pursuant to the Code, including any legend required in respect of original issue
discount on any Bond or Class, as applicable, or as may, consistently herewith,
be determined to otherwise be necessary, appropriate or convenient by the
Issuer, as evidenced by its execution of the Bonds. Any portion of the text of
any Bond may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Bond.
The Definitive Bonds shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods (with or without steel
engraved borders) or may be produced in any other manner permitted by the rules
of any securities exchange on which the Bonds may be listed, all as determined
by the Issuer, as evidenced by its execution of such Bonds.
The terms of the Bonds are set forth in Exhibits A-1 through A-12
hereto. The terms of each Class of Bonds are part of the terms of this
Indenture.
Section 2.02 Initial Aggregate Bond Principal Amount; Classes;
Terms.
(a) Each Class of Bonds (other than the Class S, Class X and Class H
Bonds) shall bear interest, such interest to commence accruing on the Closing
Date (with respect to the Class A-1, Class A-2, Class A-3, Class B, Class C,
Class D and Class E Bonds), or February 1, 1999 (with respect to the Class F and
Class G Bonds). In the case of each such Class of Bonds, such interest shall
accrue during each Interest Accrual Period, in accordance with Section 2.07(b)
hereof, at the applicable Bond Interest Rate on the aggregate unpaid Bond
Principal Amount of such Class of Bonds Outstanding immediately prior to the
related Payment Date. The interest accrued in respect of each Class of Bonds
(other than the Class S, Class X and Class H Bonds) during any Interest Accrual
Period will be due and payable thereon on the related Payment Date and, to the
extent not paid in full on such Payment Date, on each succeeding Payment Date
until paid in full, plus any accrued and unpaid interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate.
(b) The respective Classes of Bonds will be issued on the Closing
Date in the aggregate Bond Principal Amounts set forth in Section 2.04 hereof.
The aggregate Bond Principal Amount of any Class of Bonds and the Bond Principal
Amount of any particular Bond of such Class will be reduced only by actual
payments of principal (or, in the case of the Class S Bonds, payments in respect
of Class S Distributable Amounts, Class S Shortfalls and the Class S Early
Termination Amount, or in the case of the Class X Bonds, Class X Scheduled
Payments, Class X Distributable Amounts and the Class X Early Termination
Amount) made thereon on any Payment Date.
(c) Each Bond of a particular Class shall rank pari passu with each
other Bond of such Class and be equally and ratably secured by the Trust Estate
with each other Bond of such Class.
(d) This Indenture shall evidence a continuing lien on and security
interest in the Trust Estate to secure the full payment of the principal of,
interest on and other amounts due and payable on all the Bonds from time to
time, which payments, in the case of any Class of Bonds, shall in all respects
be equally and ratably secured hereby without preference, priority or
distinction on account of the actual time or times of the authentication and
delivery of the Bonds of such Class.
(e) The Bonds shall be authenticated and delivered to or at the
direction of the Issuer by the Indenture Trustee only upon satisfaction of the
conditions set forth in Section 2.10(a) hereof.
Section 2.03 Denominations.
The Bonds shall be issuable only in denominations of $100,000, and
in whole dollar denominations in excess thereof.
Notwithstanding the preceding paragraph, if Definitive Bonds are
issued with respect to any Class of Book-Entry Bonds, such Definitive Bonds
shall be issuable only in denominations of $100,000 and any whole dollar
denomination in excess thereof.
Section 2.04 Execution, Authentication, Delivery and Dating.
(a) Subject to the satisfaction of the conditions set forth in
Section 2.02 and 2.10 hereof, the Indenture Trustee shall upon Issuer Order
authenticate and deliver twelve Classes of Bonds. The Bonds will be issued with
the following initial Bond Principal Amounts: 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; and Class H,
$7,269,000. The aggregate unpaid principal amounts of such Classes of Bonds
Outstanding at any time may not exceed such respective amounts. The initial Bond
Principal Amount of 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. The Bonds that are
authenticated and delivered by the Indenture Trustee to or upon the order of the
Issuer on the Closing Date shall be dated March 10, 1999. All other Bonds that
are authenticated after the Closing Date for any other purpose under the
Indenture shall be dated the date of their authentication.
(b) The Bonds shall be executed by manual or facsimile signature on
behalf of the Issuer by any Authorized Officer of the Owner Trustee. Bonds
bearing the manual or facsimile signatures of individuals who were at such time
the Authorized Officers of the Owner Trustee shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Bonds or did not hold
such offices at the date of such Bonds. No Bond shall be entitled to any benefit
under this Indenture, or be valid for any purpose, however, unless there appears
on such Bond a certificate of authentication substantially in the form provided
for herein executed by the Indenture Trustee by manual signature, and such
certificate of authentication upon any Bond shall be conclusive evidence, and
the only evidence, that such Bond has been duly authenticated and delivered
hereunder.
(c) The Indenture Trustee may, at its option, appoint one or more
agents (each, an "Authenticating Agent") with power to act on its behalf and
subject to its direction in the authentication of Bonds in connection with
transfers and exchanges under Sections 2.05 and 2.06, as fully to all intents
and purposes as though each such Authenticating Agent had been expressly
authorized by those Sections to authenticate the Bonds. For all purposes of this
Indenture, the authentication of Bonds by an Authenticating Agent shall be
deemed to be the authentication of Bonds "by the Indenture Trustee".
Any corporation, bank, trust company or association into which any
Authenticating Agent may be merged or converted or with which it may be
consolidated, or any corporation, bank, trust company or association resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation, bank, trust company or association
succeeding to the corporate trust business of any Authenticating Agent, shall be
the successor of such Authenticating Agent hereunder, without the execution or
filing of any further act on the part of the parties hereto or such
Authenticating Agent or such successor corporation, bank, trust company or
association.
Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Indenture Trustee and the Issuer. The Indenture
Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and the
Issuer. Upon receiving such notice of resignation or upon such a termination,
the Indenture Trustee may, or at the direction of the Issuer shall, promptly
appoint a successor Authenticating Agent, give written notice of such
appointment to the Issuer and give notice of such appointment to the
Bondholders.
The Indenture Trustee shall be responsible for any compensation and
expenses of an Authenticating Agent appointed hereby and shall not be relieved
of responsibility for the timely performance of any of its duties and
obligations under this Indenture by reason of the appointment of an
Authenticating Agent.
Section 2.05 Registration of Transfer and Exchange of Bonds.
(a) The Indenture Trustee, on behalf of the Issuer, shall cause to
be kept a register (the "Bond Register") in which, subject to such reasonable
regulations as it may prescribe, the Indenture Trustee, on behalf of the Issuer,
shall provide for the registration of Bonds and of transfers and exchanges of
Bonds as herein provided. The Indenture Trustee shall serve as "Bond Registrar"
for the purpose of registering Bonds and transfers and exchanges of Bonds as
herein provided. Upon any resignation or removal of the Indenture Trustee as
provided herein, the successor trustee shall immediately succeed to its
predecessor's duties as Bond Registrar.
(b) Subject to any applicable restrictions on transfer provided for
in Section 2.13 herein, upon surrender for registration of transfer of any Bond
at the office designated by the Issuer pursuant to Section 3.02, the Issuer
shall execute and the Indenture Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Bonds of the
same Class in authorized denominations representing a like aggregate Bond
Principal Amount.
(c) At the option of any Holder, its Bonds may be exchanged for
other Bonds of the same Class in different authorized denominations representing
a like aggregate Bond Principal Amount, upon surrender of the Bonds to be
exchanged at the office designated by the Issuer pursuant to Section 3.02.
Whenever any Bonds are so surrendered for exchange, the Issuer shall execute and
the Indenture Trustee shall authenticate and deliver the Bonds which the
Bondholder making the exchange is entitled to receive.
(d) All Bonds issued upon any registration of transfer or exchange
of Bonds shall be the valid obligations of the Issuer, evidencing the same debt
and entitled to the same benefits under this Indenture, as the Bonds surrendered
upon such registration of transfer or exchange.
(e) Every Bond presented or surrendered for registration of transfer
or exchange shall be duly endorsed, or be accompanied by a written instrument of
transfer duly executed, by the Holder thereof or its attorney duly authorized in
writing, with such signature guaranteed by a commercial bank or trust company
located, or having a correspondent located, in the City of New York or the city
in which the Corporate Trust Office is located, or by a member firm of a
national securities exchange.
(f) No service charge shall be imposed for any registration of
transfer or exchange of Bonds pursuant to this Section 2.05, but the Indenture
Trustee or any other Bond Registrar may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any such transfer or exchange of Bonds.
Section 2.06 Mutilated, Destroyed, Lost or Stolen Bonds.
If (i) any mutilated Bond is surrendered to the Issuer or the
Indenture Trustee, or the Issuer and the Indenture Trustee receive evidence to
their satisfaction of the destruction (including mutilation tantamount to
destruction), loss or theft of any Bond and the ownership thereof, and (ii)
there is delivered to the Issuer and the Indenture Trustee such security or
indemnity as may be reasonably required by them to hold each of them and any
agent of any of them harmless, then, in the absence of notice to the Issuer or
the Indenture Trustee that such Bond has been acquired by a bona fide purchaser,
the Issuer shall execute and the Indenture Trustee shall authenticate and
deliver, in lieu of any such mutilated, destroyed, lost or stolen Bond, a new
Bond of like Class, tenor and denomination registered in the same manner, dated
the date of its authentication and bearing a number not contemporaneously
Outstanding. If, after the delivery of such new Bond, a bona fide purchaser of
the Predecessor Bond presents for payment or transfer such Predecessor Bond, the
Issuer and the Indenture Trustee shall be entitled to recover such new Bond from
the Person to whom it was delivered or any Person taking therefrom, except a
bona fide purchaser, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expenses
incurred by the Issuer or the Indenture Trustee in connection therewith. If any
such mutilated, destroyed, lost or stolen Bond shall have become, or within
seven days shall be, due and payable, or shall have been selected or called for
redemption, instead of issuing a new Bond, the Issuer may pay such Bond when so
due or payable or upon the Redemption Date without surrender thereof, except
that any mutilated Bond shall be surrendered.
Upon the issuance of any new Bond under this Section 2.06, the
Issuer, the Indenture Trustee or any other Bond Registrar may require payment of
an amount sufficient to pay or discharge any tax or other governmental charge
that may be imposed in relation thereto and any other reasonable expenses
(including the reasonable fees and expenses of the Authenticating Agent and the
Bond Registrar) in connection therewith.
Every new Bond issued pursuant to this Section 2.06 in lieu of any
mutilated, destroyed, lost or stolen Bond shall constitute an original
additional contractual obligation of the Issuer, whether or not the mutilated,
destroyed, lost or stolen Bond shall be at any time enforceable by any Person,
and such new Bond shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Bonds of the same Class duly
issued hereunder.
The provisions of this Section 2.06 are exclusive and shall preclude
(to the extent permitted by applicable Law) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Bonds.
Section 2.07 Payment of Principal, Interest and Other Amounts.
(a) Except as otherwise provided in Section 2.07(e) below, any
installment of principal of, interest on or any other amount payable on any
Bonds on any Payment Date or Redemption Date (whether such installment of
principal of, interest on or such other amount is being punctually paid or duly
provided for by the Issuer on such date or is overdue as of such date) shall be
paid to the Person in whose name such Bond (or one or more Predecessor Bonds) is
registered at the close of business on the Record Date for such Payment Date or
Redemption Date. In the case of Bonds other than Book-Entry Bonds, such payment
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in the request. Any permitted request for receipt of wire transfers
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. In the case of Book-Entry Bonds, such payment shall be made
by wire transfer to the Depository in immediately available funds.
(b) All computations of interest due with respect to any Bond (other
than the Class H Bonds) shall be made as provided in this Section 2.07(b) and on
the basis of (i) in the case of the Class A-1, Class A-2, Class A-3, Class B,
Class C, Class D and Class E Bonds, the actual number of days elapsed in the
applicable Interest Accrual Period and a 360-day year, and (ii) in the case of
the Class S (with respect to Class S Shortfalls), Class X (with respect to Class
X Shortfalls), Class F and Class G Bonds, twelve 30-day months and a 360-day
year. Each Class that bears interest shall accrue such interest at the
applicable Bond Interest Rate on the applicable aggregate unpaid Bond Principal
Amount and, in the case of the Class S and Class X Bonds, such Class shall
accrue interest on the unpaid Class S Shortfalls or Class X Shortfalls, as
applicable. Interest due and payable on a Payment Date will be equal to the
amount of unpaid interest that will have accrued hereunder during the Interest
Accrual Period related to such Payment Date.
(c) The principal of each Bond shall be payable in installments
commencing on March 25, 1999 and ending no later than the Stated Maturity Date
thereof, if any, unless such Bond becomes due and payable at an earlier date by
declaration of acceleration, call for redemption or otherwise. On each Payment
Date, payments of principal of such Bonds shall be allocated among the
respective Classes of such Bonds in accordance with the provisions of either
Section 10.01(b) or Section 10.01(c) of this Indenture, as applicable, and shall
be allocated among such Bonds of each such Class entitled to some or all of such
payments of principal on a pro rata basis. All reductions in the principal
amount of such Bond (or one or more Predecessor Bonds) effected by payments of
installments of principal made on any Payment Date or Redemption Date shall be
binding upon all future Holders of such Bond and of any such Bond issued upon
the registration of transfer thereof or in exchange therefor or in lieu thereof,
whether or not such principal payment is noted on such Bond. With respect to the
Class S Bonds and Class X Bonds, any payments representing Distributable
Amounts, Shortfall Amounts (excluding interest thereon) or Early Termination
Amounts applicable to such Classes shall be deemed to be a reduction in the
principal amount of such Bond.
(d) The Redemption Price, or the final installment of principal of
any Bond, shall be paid only upon presentation and surrender of such Bond on or
after the related Redemption Date or Payment Date, as the case may be, at the
Corporate Trust Office pursuant to Section 3.02.
Whenever, on the basis of payments, collections and/or distributions
on the Mortgage Collateral securing the Bonds received during any applicable
period, the entire remaining unpaid Bond Principal Amount of any Class will
become due and payable on the next Payment Date or Redemption Date, as
applicable, the Paying Agent shall notify the Persons in whose name the Bonds of
such Class are registered as of the close of business on the Record Date prior
to such Payment Date or Redemption Date that such final installment is expected
to be paid on such Payment Date or Redemption Date, as the case may be, and that
any and all interest in respect of the Bonds will cease to accrue as of the end
of the corresponding Interest Accrual Period for such Payment Date or Redemption
Date, as the case may be. Such notice shall be mailed no later than the third
day prior to such Payment Date or Redemption Date and shall contain the
information set forth in, and be mailed in accordance with, Section 11.02.
(e) Notwithstanding any of the foregoing provisions with respect to
payments of principal of and interest on the Bonds, if the Bonds have become or
been declared due and payable following an Issuer Event of Default pursuant to
Section 5.02 and such acceleration of maturity and its consequences have not
been rescinded and annulled, then payments of principal of and interest on such
Bonds shall be made in accordance with Section 5.06.
(f) The Bonds are nonrecourse obligations solely of the Issuer and
will not be insured or guaranteed by any governmental instrumentality, the
Depositor or any Affiliate thereof or any other person or entity, and will be
payable only from the Collateral Granted hereunder. Each Bondholder and the
holders of any Bonds now or in the future issued by the Issuer will be deemed to
have agreed that they have no rights or claims against the Issuer directly and
may only look to the Trust Estate related to the issuance of such Bonds to
satisfy the Issuer's obligations hereunder.
(g) As a condition to the payment of principal of and interest on
any Bond that may be beneficially owned by a Non-U.S. Person, without the
imposition of United States withholding tax, the Indenture Trustee shall require
certification or satisfaction of such other procedures as are acceptable to it
and the Bond Registrar to enable the Indenture Trustee, the Bond Registrar and
any Paying Agent to determine their duties and liabilities with respect to any
taxes or other charges that they may be required to deduct or withhold from
payments in respect of such Bond under any present or future Law or regulation
of the United States or any present or future Law or regulation of any political
subdivision thereof or taxing authority therein or to comply with any reporting
or other requirements under any such Law or regulation.
Section 2.08 Persons Deemed Owners.
Prior to due presentation for registration of transfer of any Bond,
the Issuer, the Indenture Trustee and any Agent thereof shall treat the Person
in whose name any Bond is registered (a) on any Record Date, for the purpose of
receiving payments of principal of and interest on such Bond (subject to Section
2.07) and (b) on any other date for any other purpose, as the owner (whether or
not such Bond be overdue as to any payment thereon), and none of the Issuer, the
Indenture Trustee or any Agent thereof shall be affected by notice to the
contrary.
Section 2.09 Cancellation.
All Bonds surrendered for payment, registration of transfer,
exchange or redemption shall, if surrendered to any person other than the Bond
Registrar, be delivered to and promptly canceled by the Bond Registrar. The
Issuer may at any time deliver to the Bond Registrar for cancellation any Bonds
previously authenticated and delivered hereunder that the Issuer may have
acquired in any manner whatsoever, and all Bonds so delivered shall be promptly
canceled by the Bond Registrar. No Bonds shall be authenticated in lieu of or in
exchange for any Bonds canceled as provided in this Section 2.09, except as
expressly permitted by this Indenture. All canceled Bonds shall be held by the
Bond Registrar in accordance with its standard retention policy unless the
Issuer shall direct by an Issuer Order that they be returned to it.
Section 2.10 Authentication and Delivery of Bonds.
(a) Bonds shall be executed by the Issuer and delivered to the
Indenture Trustee for authentication, and thereupon the same shall be
authenticated and delivered to or at the direction of the Issuer by the
Indenture Trustee on the Closing Date, but only upon satisfaction of the
following conditions:
(i) Issuer Order. The Issuer shall have delivered to the Indenture
Trustee an Issuer Order authorizing the execution, authentication and
delivery of the Bonds, the Indenture and any agreements to be executed by
the Indenture Trustee with respect to such Bonds and specifying the Classes
and their respective Stated Maturities, if any, initial aggregate Bond
Principal Amounts, initial Bond Interest Rates, if any, and ratings, if
any, assigned by the designated Rating Agency or Rating Agencies.
(ii) Other Agreements. The Indenture, the Deposit Trust Agreement
and the Servicing Agreement shall have been executed by all parties
thereto.
(iii) Rating Agency Confirmation. The Issuer shall have delivered to
the Indenture Trustee written confirmation (which need not be addressed to
the Indenture Trustee) from each designated Rating Agency that it has
assigned to the Class or Classes rated by it the ratings specified in the
Issuer Order referred to in clause (i) above. (iv) Opinions. Opinions of
Counsel addressed to the Indenture Trustee shall have been delivered to the
effect that:
(A) the Owner Trustee has power and authority to execute,
deliver and perform the Deposit Trust Agreement and to consummate
the transactions contemplated thereby;
(B) the Issuer has been duly formed, is validly existing as a
business trust under the Business Trust Statute and has power and
authority to execute and deliver this Indenture, the Administration
Agreement, and the Servicing Agreement;
(C) assuming due authorization, execution and delivery hereof
by the Indenture Trustee, the Indenture is the valid, legal and
binding agreement of the Issuer, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium, receivership or other laws
relating to the creditors' rights generally and to general
principles of equity including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a Proceeding in equity or at law) and
except that the enforcement of rights with respect to
indemnification and contribution obligations may be limited by
applicable law;
(D) upon due authorization, execution and delivery of this
Indenture by each party hereto, and due execution, authentication,
and delivery of the Bonds, such Bonds will be legal, valid and
binding obligations of the Issuer, enforceable against the Issuer in
accordance with their terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium,
receivership or other laws relating to creditors' rights generally,
and to general principles of equity including principles of
commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in
equity), and will be validly issued and outstanding and entitled to
the benefits of the Indenture;
(E) under the Business Trust Statute and the Deposit Trust
Agreement the Issuer is authorized to Grant the Collateral to the
Indenture Trustee as security for the Bonds;
(F) the conditions precedent to the authentication and
delivery of the Bonds as set forth in this Indenture have been
complied with;
(G) on the Closing Date, the Issuer shall cause to be
furnished to the Indenture Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel, this Indenture has
been properly recorded and filed so as to make effective the lien
intended to be created thereby, and reciting the details of such
action, or stating that, in the opinion of such counsel, no such
action is necessary to make such lien effective; and
(H) any other matters as the Indenture Trustee may reasonably
request;
(v) Officer's Certificate. An Officer's Certificate shall be
delivered to the Indenture Trustee stating that:
(A) the Issuer is not in default under this Indenture and the
issuance of the Bonds applied for will not result in any breach of
any of the terms, conditions or provisions of, or constitute a
default under, the Deposit Trust Agreement, any indenture, mortgage,
deed of trust or other agreement or instrument to which the Issuer
is a party or by which it is bound, or any order of any court or
administrative agency entered in any Proceeding to which the Issuer
is a party or by which it may be bound or to which it may be
subject, and that all conditions precedent provided in this
Indenture relating to the authentication and delivery of the Bonds
applied for have been complied with;
(B) the Issuer is the owner of the Collateral, has not
assigned any interest or participation in the Collateral (or, if any
such interest or participation has been assigned, it has been
released) and has the right to Grant the Collateral to the Indenture
Trustee;
(C) the Issuer has Granted to the Indenture Trustee all of its
right, title and interest in and to the Collateral, and has
delivered or caused the same to be delivered to the Indenture
Trustee; and
(D) all conditions precedent provided for in this Indenture
relating to the authentication of the Bonds have been complied with;
and
(vi) Fair Value Certificate. A fair value certificate pursuant to
Section 314(d) of the Trust Indenture Act shall be delivered to the
Indenture Trustee.
Section 2.11 Reserved.
Section 2.12 Book-Entry Bonds.
(a) The Offered Bonds, other than the Class D and Class E Bonds,
will initially be issued as Book-Entry Bonds. The Class D and Class E Bonds will
initially be issued as Definitive Bonds but may, thereafter, be issued as
Book-Entry Bonds. The Bonds of each Class of Book-Entry Bonds shall be
registered in the name of the Depository or its nominee and, except as provided
in Section 2.12(c), transfer of such Bonds may not be registered by the Bond
Registrar unless such transfer is to a successor Depository that agrees to hold
such Bonds for the respective Bond Owners with Ownership Interests therein. The
Issuer hereby designates The Depository Trust Company, at 00 Xxxxx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, as the initial Depository for the Book-Entry Bonds. The
Bonds representing each Class of the Book-Entry Bonds shall be registered in the
name of the nominee of the Depository. Owners of Book-Entry Bonds shall hold and
transfer their respective Ownership Interests in and to such Bonds through the
book-entry facilities of the Depository and, except as provided in Section
2.12(c), shall not be entitled to physical, fully registered Bonds (each, a
"Definitive Bond") in respect of such Ownership Interests. All transfers by Bond
Owners of their respective Ownership Interests in the Book-Entry Bonds shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing each such Bond Owner. Each Depository Participant
shall only transfer the Ownership Interests in the Book-Entry Bonds of Bond
Owners it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures.
(b) The Issuer, the Indenture Trustee and any agent of either may
for all purposes, including the making of payments due on the Book-Entry Bonds,
deal with the Depository as the authorized representative of the Bond Owners
with respect to such Bonds for the purposes of exercising the rights of
Bondholders hereunder. The rights of Bond Owners with respect to the Book-Entry
Bonds shall be limited to those established by Law and agreements between such
Bond Owners and the Depository Participants and brokerage firms representing
such Bond Owners. Multiple requests and directions from, and votes of, the
Depository as Holder of the Book-Entry Bonds with respect to any particular
matter shall not be deemed inconsistent if they are made with respect to
different Bond Owners. The Indenture Trustee may establish a reasonable record
date in connection with solicitations of consents from or voting by Bondholders
and shall give notice to the Depository of such record date.
(c) If (i) the Issuer advises the Indenture Trustee and the Bond
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to any Class of Book-Entry
Bonds, and the Issuer is unable to locate a qualified successor, or (ii) the
Issuer at its option advises the Indenture Trustee and the Bond Registrar in
writing that it elects to terminate the book-entry system through the Depository
with respect to any Class of Book-Entry Bonds (or any portion of any Class
thereof), the Indenture Trustee shall notify all affected Bond Owners, through
the Depository, of the occurrence of any such event and of the availability of
Definitive Bonds to such Bond Owners requesting the same. Upon surrender to the
Bond Registrar of any Class of Book-Entry Bonds (or any portion of any Class
thereof) by the Depository, accompanied by registration instructions from the
Depository for registration of transfer, the Issuer shall execute, and the
Indenture Trustee shall authenticate and deliver, the Definitive Bonds in the
respective Bond Principal Amounts owned by the individual Bond Owners of such
Class (or portion thereof) to the Bond Owners identified in such instructions.
None of the Issuer, the Indenture Trustee or any Agent thereof shall be liable
for any delay in delivery of such instructions and may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of
Definitive Bonds for purposes of evidencing ownership of any Book-Entry Bonds,
the registered holders of such Definitive Bonds shall be recognized as
Bondholders hereunder and, accordingly, shall be entitled directly to all
benefits associated with such Definitive Bond and to transfer and exchange such
Definitive Bonds.
Section 2.13 Restrictions on Transfer of Bonds.
(a) No transfer, sale, pledge or other disposition of any Private
Bond or interest therein, shall be made unless (i) that transfer, sale, pledge
or other disposition is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities Laws, or
is otherwise made in accordance with the Securities Act and such state
securities Laws and (ii) for so long as any Offered Bond is Outstanding, either
(A) such Private Bond is transferred, sold, pledged or otherwise disposed of
together with all other Outstanding Private Bonds and the Ownership Certificate
to a REIT or a QRS that has provided to the Bond Registrar a certificate to the
effect that it is a REIT or a QRS, as applicable, or (B) the transfer, sale,
pledge or other disposition of such Private Bond would not cause the Issuer to
be treated as a separate association taxable as a corporation, as evidenced by
an Opinion of Counsel delivered to the Indenture Trustee. If a transfer of any
Private Bond is to be made without registration under the Securities Act (other
than in connection with the initial issuance thereof or a transfer thereof by
the Issuer or one of its Affiliates), then the Bond Registrar shall refuse to
register such transfer unless it receives (and upon receipt, it may conclusively
rely upon) either: (i) a certificate from such Bondholder's prospective
Transferee substantially in the form of either Exhibit D-1 or Exhibit D-2
hereto; as applicable, or (ii) an Opinion of Counsel satisfactory to the Issuer
and the Bond Registrar to the effect that such transfer may be made without
registration under the Securities Act (which Opinion of Counsel shall not be an
expense of the Trust Estate or of the Issuer, the Administrator, the Owner
Trustee, the Indenture Trustee or the Bond Registrar in their respective
capacities as such), together with the written certification(s) as to the facts
surrounding such transfer from the Bondholder desiring to effect such transfer
and/or such Bondholder's prospective Transferee on which such Opinion of Counsel
is based. None of the Issuer, the Depositor, the Indenture Trustee, the
Administrator, the Owner Trustee or the Bond Registrar is obligated to register
or qualify any Class of Private Bonds under the Securities Act or any other
securities Law or to take any action not otherwise required under this Indenture
to permit the transfer of any Private Bond or interest therein without
registration or qualification. Any Holder of a Private Bond desiring to effect a
transfer of such Private Bond or interest therein shall, and does hereby agree
to, indemnify, the Issuer, the Administrator, the Owner Trustee, the Indenture
Trustee, the Fiscal Agent and the Bond Registrar against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state Laws.
Notwithstanding anything in this Section 2.13 to the contrary, each
Private Bond may be transferred in a Financing Transaction (as defined in the
Holding Trust Agreement) pursuant to the provisions of Section 2.6 of the
Holding Trust Agreement without having to satisfy the conditions for transfer
set forth in this Section 2.13; provided, however, that the transfer of such
Private Bond shall not be registered by the Bond Registrar in the Bond Register
unless and until all the conditions required for transfer set forth in this
Section 2.13 have been satisfied.
As of the Closing Date, the Class X-0, Xxxxx X-0, Class S, Class
A-3, Class B, Class C, Class D and Class E Bonds will constitute Registered
Bonds, and the Class X, Class F, Class G and Class H Bonds will constitute
Private Bonds.
(b) No transfer, sale, pledge or other disposition of any Bond or
interest therein shall be made unless:
(i) With respect to an Offered Bond, or a beneficial interest
therein, each transferee of any such Bond that is a Plan, or is a person
acting on behalf of or investing the assets of a Plan, shall be deemed to
represent that the relevant conditions for exemptive relief under at least
one of the following prohibited transaction class exemptions have been
satisfied: ERISA Prohibited Transaction Class Exemption ("PTCE") 96-23
(relating to transactions effected by an "in-house asset manager"), PTCE
95-60 (relating to transactions involving insurance company general
accounts), PTCE 91-38 (relating to transactions involving bank collective
investment funds), XXXX 00-0 (relating to transactions involving insurance
company pooled separate accounts) and PTCE 84-14 (relating to transactions
effected by a "qualified professional asset manager").
(ii) With respect to a Private Bond, or a beneficial interest
therein, the transferee shall represent by a certification addressed to the
Bond Registrar and the Issuer substantially to the effect that it is
neither a Plan nor any Person who is directly or indirectly purchasing such
Bond or interest therein on behalf of, as named fiduciary of, as trustee
of, or with the assets of a Plan.
(c) If a Person is acquiring any Bond or interest therein as a
fiduciary or agent for one or more accounts, such Person shall be required to
deliver to the Bond Registrar (or, in the case of an interest in a Bond that
constitutes a Book-Entry Bond, to the Bond Owner that is transferring such
interest) a certification to the effect that, and such other evidence as may be
reasonably required by the Indenture Trustee (or such Bond Owner) to confirm
that, it has (i) sole investment discretion with respect to each such account
and (ii) full power to make the foregoing acknowledgments, representations,
warranties, certifications and agreements with respect to each such account as
set forth in subsections (a) and (b), as applicable, of this Section 2.13. (d)
Neither the Indenture Trustee nor the Bond Registrar shall have any obligation
or duty to monitor, determine or inquire as to compliance with any restriction
or transfer imposed under Article II of this Agreement or under applicable law
with respect to any transfer of any Bond, or any interest therein, other than to
require delivery of the certification(s) and/or Opinions of Counsel described in
Article II applicable with respect to changes in registration of record
ownership of Bonds in the Bond Register. The Indenture Trustee and the Bond
Registrar shall have no liability for transfers, including transfers made
through the book-entry facilities of the Depository or between or among
Depositary Participants or Bond Owners made in violation of applicable
restrictions.
ARTICLE III
COVENANTS; WARRANTIES
Section 3.01 Payment of Principal and Interest.
Subject to Section 2.07(c), the Issuer will duly and punctually pay
(or will cause to be paid duly and punctually) the principal of, interest on and
other amounts in respect of the Bonds in accordance with the terms of the Bonds
and this Indenture. The Issuer will cause to be paid all amounts on deposit in
the Payment Account on each Payment Date deposited therein pursuant to Section
8.01 hereof for the benefit of the Bondholders. Amounts properly withheld under
the Code by any Person from a payment to any Bondholder of interest and
principal shall be considered as having been paid by the Issuer to such
Bondholder for all purposes of this Indenture. The Bonds shall be non-recourse
obligations of the Issuer and shall be limited in right of payment to amounts
available from the Collateral, as provided in this Indenture. The Issuer shall
not otherwise be liable for payments on the Bonds.
Section 3.02 Maintenance of Office or Agency.
The Issuer hereby appoints the Indenture Trustee at the Corporate
Trust Office as the place where Bonds may be presented or surrendered for
payment, where Bonds may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Issuer in respect of the Bonds and
this Indenture may be served. The Indenture Trustee shall give prompt written
notice to the Bondholders and the Issuer of the location, and of any change in
the location, of any such office or agency.
The Issuer may also from time to time designate one or more other
offices or agencies outside the continental United States where the Bonds may be
presented or surrendered for any or all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Issuer of its obligation to maintain
an office or agency in accordance with the requirements set forth in the
preceding paragraph. The Issuer shall give prompt written notice to the
Indenture Trustee and Bondholders of any such designation or rescission and of
any change in the location of such office or agency.
Section 3.03 Money for Bond Payments to Be Held in Trust.
All payments of amounts due and payable with respect to any Bonds
which are to be made from amounts withdrawn from the Payment Account pursuant to
Section 8.01(b) shall be made on behalf of the Issuer by the Indenture Trustee
or another Paying Agent, and no amounts so withdrawn from the Payment Account
for payments of Bonds shall be paid over to the Issuer except as provided in
this Section 3.03 or as provided in Section 5.06 or 8.01.
Any Paying Agent (other than the Indenture Trustee) shall be
appointed by the Indenture Trustee pursuant to Issuer Order. Each Paying Agent
must, at the time of such appointment, meet the qualification and eligibility
standards for an indenture trustee set forth in Section 6.08. If, either (i) no
other Paying Agent shall have been so appointed and shall have executed and
delivered the instrument provided for in the second following paragraph or (ii)
any such other Paying Agent shall have resigned or been discharged without a
successor having been so appointed and having executed and delivered the
instrument provided for in the second following paragraph, then the Indenture
Trustee shall be the Paying Agent.
Whenever the Indenture Trustee, on behalf of the Issuer shall have
one or more Paying Agents, the Indenture Trustee will deliver or contract to
have delivered to such Paying Agent or Paying Agents (subject to Section
2.07(g)), on or before the Business Day next preceding each Payment Date or
Redemption Date, an aggregate sum sufficient to pay the amounts then becoming
due with respect to the Bonds, such sum to be deposited in the Payment Account
and held in trust for the benefit of the Persons entitled thereto, and (unless
such Paying Agent is the Indenture Trustee) the Indenture Trustee will promptly
notify the Issuer of the Indenture Trustee's action or failure so to act. Any
monies deposited with a Paying Agent, other than the Indenture Trustee, in
excess of an amount sufficient to pay the amounts then becoming due and payable
on the Bonds with respect to which such deposit was made shall be retained by
such Paying Agent or Agents for application in accordance with Article VIII.
The Indenture Trustee will cause each such Paying Agent (other than
the Indenture Trustee) to execute and deliver to the Indenture Trustee an
instrument in which such Paying Agent shall agree with the Indenture Trustee
(and if the Indenture Trustee acts as Paying Agent, it hereby so agrees),
subject to the provisions of this Section 3.03, that such Paying Agent will:
(i) hold all sums received by it for the payment of Bonds in trust
for the benefit of the Persons entitled thereto until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and will
pay such sums to such Persons as herein provided;
(ii) if such Paying Agent is not the Indenture Trustee, give the
Indenture Trustee notice of any default by the Issuer in the making of any
payment required to be made;
(iii) at any time during the continuance of any such default, upon
the written request of the Indenture Trustee, if such Paying Agent is not
the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so
held in trust by such Paying Agent;
(iv) if such Paying Agent is not the Indenture Trustee, immediately
resign as a Paying Agent and forthwith pay to the successor Paying Agent
all sums held by it in trust for the payment of Bonds if at any time it
ceases to meet the standards required to be met by a Paying Agent at the
time of its appointment; and
(v) comply with all requirements imposed upon it under the Code
with respect to the withholding from any payments made by it on any Bonds
of any applicable withholding taxes imposed thereon and with respect to any
applicable reporting requirements in connection therewith.
The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Order direct any Paying Agent to pay to the Indenture Trustee all sums held in
trust by such Paying Agent, such sums to be held by the Indenture Trustee upon
the same trust as those upon which the sums were held by such Paying Agent; and
upon such payment by any Paying Agent to the Indenture Trustee, such Paying
Agent shall be released from all further liability with respect to such money.
Subject to the applicable requirements of abandoned property Laws,
any money held by any Paying Agent in trust for the payment of any amount due
with respect to any Bond and remaining unclaimed for two years after such amount
has become due and payable shall be discharged from such trust and shall be paid
to the Issuer on Issuer Request; and the Holder of such Bond shall thereafter,
as an unsecured general creditor, look only to the Issuer for payment thereof
(but only to the extent of the amounts so paid to the Issuer), and all liability
of the Issuer or such Paying Agent with respect to such trust money shall
thereupon cease; provided however, that the Issuer or such Paying Agent shall
cause to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in the
City of New York and in the city in which the Corporate Trust Office is then
located, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be paid to
the Issuer (the cost of such publication to be paid out of such unclaimed funds
or, if that is prohibited by Law, by the Issuer).
Section 3.04 Corporate Existence of Owner Trustee.
(a) Subject to Section 3.04(b), the Person acting as Owner Trustee
shall keep in full effect its existence as a legal entity under the Laws of the
jurisdiction of its organization.
(b) Any successor to the Owner Trustee appointed pursuant to the
terms of the Deposit Trust Agreement shall be the successor Owner Trustee under
and with respect to this Indenture without the execution or filing of any paper,
instrument or further act to be done on the part of the parties hereto.
Section 3.05 Trust Existence.
The Issuer will keep in full effect its existence, rights and
franchises as a trust under the Laws of Delaware (unless it or any successor
Issuer becomes a trust under the Laws of any other State or the United States of
America, in which case the Issuer shall keep in full effect its existence,
rights and franchises as a trust under the Laws of such other jurisdiction), and
will obtain and preserve its qualification to do business as a foreign entity in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Indenture, the Bonds issued
thereby, and any other agreement to which it is a party; provided, however, that
the Owner Trustee shall not be required to do business as a foreign entity in
any jurisdiction for the purposes of satisfying the requirements of this Section
3.05.
Section 3.06 Payment of Taxes and Other Claims.
The Issuer shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, all taxes, assessments and governmental
charges levied or imposed upon the Issuer or upon the income, profits or
property of the Issuer, or shown to be due on tax returns, if any, filed by the
Issuer, except any such taxes, assessments, governmental charges or claims which
the Owner Trustee on behalf of the Issuer is in good faith contesting in
appropriate proceedings and with respect to which reserves are established if
required in accordance with GAAP, provided, however, that such failure to pay or
discharge will not cause a forfeiture of, or a lien to encumber, any property
included in the Trust Estate. The Owner Trustee, in its individual capacity,
shall not be liable for any such taxes, assessments, governmental charges or
claims. The Indenture Trustee is authorized to pay out of the Payment Account,
prior to making payments on the Bonds, any such taxes, assessments, governmental
charges or claims which, if not paid, would cause a forfeiture of, or a lien to
encumber, any property included in the Trust Estate.
Section 3.07 Protection of Trust Estate.
The Issuer and, if and as directed by the Issuer or by the Holders
representing more than 50% of the Voting Rights of the Bonds, the Indenture
Trustee, shall from time to time execute and deliver all such amendments and
supplements hereto (subject to Sections 9.01 and 9.02) and all such financing
statements, continuation statements, instruments of further assurance and other
instruments, and will from time to time take such other action necessary or
advisable to:
(i) Grant more effectively all or any portion of the Trust Estate;
(ii) maintain or preserve the lien (and the priority thereof) of
this Indenture or carry out more effectively the purposes hereof;
(iii) perfect, publish notice of, or protect the validity of any
Grant made or to be made by this Indenture;
(iv) enforce any of the items of Collateral, Permitted Investments
or other instruments or agreements included in the Trust Estate; and
(v) preserve and defend title to the Trust Estate and the rights of
the Indenture Trustee, and of the Holders of Bonds, in such Trust Estate
against the claims of all Persons and parties.
The Issuer hereby designates the Indenture Trustee, its agent and
attorney-in-fact, to execute any financing statement, continuation statement or
other instrument required pursuant to this Section 3.07; provided that, subject
to and consistent with Section 4.01, the Indenture Trustee will not be obligated
to prepare or file any such statements or instruments. Such designation is
coupled with an interest and is irrevocable.
Section 3.08 Opinions as to Trust Estate.
On or before March 30 of each calendar year commencing more than
three months after the Closing Date, the Issuer shall furnish to the Indenture
Trustee an Opinion of Counsel either stating that, in the opinion of such
counsel, such action has been taken with respect to the recording, filing,
re-recording and re-filing of this Indenture as is necessary to maintain the
lien and first priority security interest created by this Indenture with respect
to the Trust Estate, and reciting the details of such action, or stating that,
in the opinion of such counsel, no such action is necessary to maintain such
lien.
Section 3.09 Performance of Obligations.
(a) The Issuer will not take any action, and will use its best
efforts not to permit any action to be taken by others, which would release any
Person from any of such Person's covenants or obligations under any instrument
included in the Trust Estate, or which would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair the
validity or effectiveness of, any such instrument, except as expressly provided
in this Indenture or such other instrument; provided, however, the Issuer may
take any such action with respect to any such instrument if such action relates
solely to rights under such instrument that are not included in the Trust
Estate.
(b) The Issuer may contract with other Persons to assist it in
performing its duties hereunder and any performance of such duties (other than
execution of Issuer Orders, Issuer Requests and Officer's Certificates of the
Issuer) by a Person identified to the Indenture Trustee in an Officer's
Certificate of the Issuer shall be deemed action taken by the Issuer for all
purposes hereunder.
Section 3.10 Payment of Certain Fees.
The Indenture Trustee is authorized and directed to pay out of the
Payment Account, prior to making any payments on the Bonds, (i) the Owner
Trustee Fee, (ii) the Indenture Trustee Fee and any other fees, expenses and
sums payable to the Indenture Trustee in accordance with this Indenture and
(iii) the Administration Fee. Otherwise, the Issuer or another party will be
responsible for such fees.
Section 3.11 Negative Covenants.
The Issuer shall not:
(i) sell, transfer, exchange or otherwise dispose of any of the
Trust Estate, except as expressly permitted by this Indenture;
(ii) claim any credit on, make any deduction from the principal or
interest payable in respect of the Bonds (other than amounts properly
withheld from such payments under the Code or any applicable state Law) for
or assert any claim against any present or former Bondholder by reason of
the payment of any taxes levied or assessed upon any of the Trust Estate;
(iii) (A) permit the validity or effectiveness of this Indenture or
any Grant under this Indenture to be impaired, or permit the lien of this
Indenture with respect to the Trust Estate to be subordinated, terminated
or discharged, or permit any Person to be released from any covenants or
obligations under this Indenture, except as may be expressly permitted
hereby, (B) permit any lien, charge, adverse claim, security interest,
mortgage or other encumbrance (other than the lien of this Indenture and
any other lien expressly permitted hereby) to be created on or extend to or
otherwise arise upon or burden the Trust Estate or any part thereof or any
interest therein or the proceeds thereof, except as expressly permitted
hereby, or (C) permit the lien of this Indenture not to constitute a valid
first priority perfected security interest in the Trust Estate (subject
only to those liens expressly permitted hereby to be senior to the lien of
this Indenture);
(iv) dissolve or liquidate, in whole or in part, except as expressly
permitted by this Indenture;
(v) engage, directly or indirectly, in any business other than that
arising out of the issuance of Bonds and the Ownership Certificates, and
the actions contemplated or required to be performed under this Indenture
or the documents constituting part of the Trust Estate;
(vi) incur, create or assume any indebtedness for borrowed money
other than pursuant to this Indenture in connection with the issuance of
the Bonds;
(vii) make or permit to remain outstanding, any loan or advance to,
or own or acquire any stock or securities of, any Person other than the
Mortgage Collateral and any other instruments constituting part of the
Trust Estate;
(viii) voluntarily file a petition for bankruptcy, reorganization,
assignment for the benefit of creditors or similar Proceeding;
(ix) take any other action that is expressly prohibited in the
Indenture; or (x) act in a manner that would endanger its status as a QRS.
Section 3.12 Annual Statement as to Compliance.
On or before March 30 in each calendar year, commencing March 30,
2000, the Issuer shall deliver or cause to be delivered to the Indenture
Trustee, a written statement signed by an Authorized Officer of the Owner
Trustee, stating that:
(i) a review of the activities of the Issuer during the preceding
calendar year and of performance under this Indenture has been made under
his or her supervision; and
(ii) to the best of such officer's knowledge, based on such review,
the Issuer has fulfilled all its obligations under this Indenture
throughout the preceding calendar year, or, if there has been an Issuer
Default in the fulfillment of any such obligation, specifying each such
Issuer Default known to him or her and the nature and status thereof.
Section 3.13 Issuer May Consolidate, etc., Only on Certain Terms.
(a) The Issuer shall not consolidate or merge with or into any other
Person or convey or transfer the Trust Estate to any Person without the consent
of the Holders of Bonds representing not less than 66-2/3% of the Voting Rights
of the Bonds, and unless:
(i) the Person (if other than the Issuer) formed by or surviving
such consolidation or merger or that acquires by conveyance or transfer the
Trust Estate (the "Successor Person"), shall be a Person organized and
existing under the Laws of the United States of America or any State, and
shall have expressly assumed, by a supplemental indenture, executed and
delivered to the Indenture Trustee, (A) the obligation (to the same extent
as the Issuer was so obligated) to make payments of principal of, interest
on and any other amounts payable on the Bonds and (B) the obligation to
perform every covenant of this Indenture on the part of the Issuer herein
to be performed or observed, all as provided herein;
(ii) immediately after giving effect to such transaction, no Issuer
Default or Issuer Event of Default shall have occurred and be continuing;
(iii) the Issuer shall have caused the Indenture Trustee to have
received written confirmation from each Rating Agency rating any of the
Bonds, to the effect that the consummation of such transaction will not
result in an Adverse Rating Event with respect to any Class of such Bonds;
(iv) the Issuer shall have delivered to the Indenture Trustee an
Officer's Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance or transfer and such supplemental
indenture comply with and satisfy all conditions precedent relating to the
transactions set forth in this Section 3.13 and in Article IX and will not
result in the Trust Estate or the Issuer failing to qualify as a QRS; and
(v) the Successor Person shall have delivered to the Indenture
Trustee an Officer's Certificate and an Opinion of Counsel each stating
that, with respect to a Successor Person that is a corporation,
partnership, limited liability company or trust, such Successor Person
shall be duly organized, validly existing and in good standing in the
jurisdiction in which such Successor Person is organized; that the
Successor Person has sufficient power and authority to assume the
obligations set forth in clause (i) above and to execute and deliver an
indenture supplemental hereto for the purpose of assuming such obligations;
that the Successor Person has duly authorized the execution, delivery and
performance of an indenture supplemental hereto for the purpose of assuming
such obligations and that such supplemental indenture is a valid, legal and
binding obligation of the Successor Person, enforceable in accordance with
its terms, subject only to bankruptcy, reorganization, insolvency,
moratorium, and other Laws affecting the enforcement of creditor's rights
generally and to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law); and
that, immediately following the event which causes the Successor Person to
become the Successor Person, (A) the Successor Person has good and
marketable title, free and clear of any lien, security interest or charge
other than the lien and security interest of this Indenture and any other
lien permitted hereby, to the Mortgage Collateral securing the Bonds issued
hereby and (B) the Indenture Trustee continues to have a perfected first
priority security interest in the Trust Estate securing, in the case of a
consolidation or merger of the Issuer, all of the Bonds issued thereby or,
in the case of any conveyance or transfer of the Trust Estate, all of the
Bonds.
(b) Upon any consolidation or merger, or any conveyance or transfer
of all the Trust Estate, the Successor Person shall succeed to, and be
substituted for, and may exercise every right and power of, the Issuer under
this Indenture with respect to the Bonds with the same effect as if such
Successor Person had been named as the "Issuer" in this Indenture. In the event
of any such conveyance or transfer of all the Trust Estate permitted by this
Article III, the Person named as the "Issuer" in this Indenture, or any
successor that shall theretofore have become such in the manner prescribed in
this Article III and that has thereafter effected such a conveyance or transfer,
may be dissolved, wound-up and liquidated at any time thereafter, and such
Person thereafter shall be released from its liabilities as obligor and maker on
all of the then Outstanding Bonds issued by it and from its obligations under
this Indenture.
(c) The Ownership Certificateholder shall be permitted to transfer
all or any portion of the Ownership Certificate only upon satisfaction of the
conditions set forth in Section 12.1 of the Deposit Trust Agreement.
Section 3.14 Purchase of Bonds.
The Issuer may re-acquire Bonds, in its discretion, by open market
purchases in privately negotiated transactions or otherwise.
Section 3.15 Servicing Agreement.
(a) The Issuer and the Indenture Trustee shall punctually perform
and observe all of their respective obligations and agreements, if any,
contained in the Servicing Agreement. In the event that a conflict exists
between the provisions of this Section 3.15 and those of the Servicing
Agreement, the terms of the Servicing Agreement shall control.
(b) The Issuer shall enforce the obligations of the Master Servicer,
the Special Servicer, the Indenture Trustee or the Fiscal Agent under the
Servicing Agreement.
(c) Upon any resignation or termination of the Master Servicer or
the Special Servicer pursuant to the Servicing Agreement or any appointment of a
successor to any such party pursuant to the Servicing Agreement, the Indenture
Trustee shall give prompt written notice thereof to all Holders of Bonds at
their respective addresses appearing in the related Bond Register. In the event
that the Indenture Trustee is to act or is acting as successor to the Master
Servicer or Special Servicer under the Servicing Agreement, the Holders of Bonds
representing more than 50% of the Voting Rights of the Bonds shall be entitled
to direct the Indenture Trustee (and, upon the receipt of such direction, the
Indenture Trustee shall be required) to appoint or to petition a court of
competent jurisdiction to appoint an alternative successor that meets the
requirements of the Servicing Agreement.
(d) Not later than five days after a Responsible Officer of the
Indenture Trustee has notice of the occurrence of any event which constitutes
or, with notice or lapse of time or both, would constitute a Servicer Event of
Default under the Servicing Agreement, the Indenture Trustee shall transmit by
mail to the Issuer and all Holders of Bonds notice of such occurrence, unless
such default shall have been remedied. At the direction of the Holders of Bonds
representing at least 25% of the Voting Rights of the Bonds, the Indenture
Trustee shall terminate the rights and obligations of the defaulting party under
the Servicing Agreement as and to the extent permitted thereby and shall,
subject to Section 3.15(c) of this Indenture, succeed the defaulting party in
whatever capacity it served under the Servicing Agreement.
(e) The Issuer and the Indenture Trustee may, with the consent of
the Holders of Bonds representing at least 66-2/3% of the Voting Rights of each
Class of Bonds affected by a Servicer Event of Default (other than any Bonds
owned directly or indirectly by the Master Servicer, the Special Servicer or any
Affiliate thereof), waive a Servicer Event of Default under the Servicing
Agreement; provided, however, that a Servicer Event of Default relating to the
handling, holding and timely remittance of payments, collections and/or
distributions on the Mortgage Collateral may only be waived with the consent of
each and every Bondholder. Upon any such waiver of a Servicer Event of Default,
such Servicer Event of Default shall cease to exist and shall be deemed to have
been remedied for every purpose hereunder and under the Servicing Agreement. No
such waiver shall extend to any subsequent or other Servicer Event of Default
under the Servicing Agreement or impair any right consequent thereon except to
the extent expressly so waived.
(f) During the continuance of a Servicer Event of Default under the
Servicing Agreement, so long as such Servicer Event of Default under the
Servicing Agreement shall not have been remedied, the Indenture Trustee, in
addition to the right to remove the defaulting party in the manner specified
under the Servicing Agreement, 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 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 the Servicing Agreement,
no remedy provided for by this Indenture or the Servicing Agreement with respect
to a Servicer Event of Default under the 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 such Servicer Event of Default.
(g) The Issuer and the Indenture Trustee may enter into any
amendment of the Servicing Agreement from time to time, without the consent of
any of the Bondholders, (i) to cure any ambiguity, (ii) to correct, modify,
supplement or add any provisions with respect to matters or questions arising
thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
(h) The Issuer, the Master Servicer, the Special Servicer and the
Indenture Trustee also may enter into any amendment of the Servicing Agreement
from time to time, with the consent of the Holders of Bonds representing more
than 50% of the Voting Rights of each Class of Bonds affected thereby, for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Servicing Agreement; provided, however, that no such
amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments, collections and/or distributions received or advanced on Mortgage
Collateral which are required to be paid on any Bond without the consent of
the Holder of such Bond, or
(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 clause
(i) above, without the consent of the Holders of each Class of Bonds
affected thereby, or
(iii) reduce the percentage of holders of Bonds required to consent
to any such amendment to the Servicing Agreement without the consent of
each and every Holder of Bonds of such Class.
For purposes of giving the consents contemplated by this Section
3.15(h), Bonds held by the Issuer, the Depositor, the Master Servicer, the
Special Servicer and any Affiliate thereof will be given the same regard as
Bonds held by any other Person.
(i) Promptly after the execution and delivery of any amendment of
the Servicing Agreement by all parties thereto, the Indenture Trustee shall send
a copy thereof to each Bondholder.
(j) It shall not be necessary for the consent of Bondholders under
this Section 3.15 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, execution
and delivery thereof by Bondholders shall be subject to such reasonable
regulations as the Indenture Trustee may prescribe.
(k) The Indenture Trustee may but shall not be obligated to enter
into any amendment of the Servicing Agreement pursuant to this Section 3.15 that
affects its rights, duties and immunities thereunder or under this Indenture.
(l) The cost of any Opinion of Counsel to be delivered pursuant to
Section 3.15(g) shall be borne by the Person seeking the related amendment,
except that if the Indenture Trustee requests any amendment of the Servicing
Agreement that it reasonably believes protects or is in furtherance of the
rights and interests of Bondholders, the cost of any Opinion of Counsel required
in connection therewith pursuant to Section 3.15(g) shall be payable by the
Issuer.
Section 3.16 Covenants, Representations and Warranties of the
Issuer.
(a) The Issuer hereby represents and warrants to the Indenture
Trustee and for the benefit of the Bondholders that:
(i) It is duly authorized, under applicable Law and the Deposit
Trust Agreement, to create and issue the Bonds, to execute and deliver this
Indenture, the other documents referred to herein to which it is a party
and all instruments included in the Trust Estate which it has executed and
delivered, and that all corporate action and governmental consents,
authorizations and approvals necessary or required therefor have been duly
and effectively taken or obtained. The Bonds, when issued, will be, and
this Indenture and such other documents are, valid and legally binding
obligations of the Issuer enforceable in accordance with their terms;
(ii) Immediately prior to its Grant of the Trust Estate provided for
herein, it had good title to, and was the sole owner of, each item of
Mortgage Collateral, free and clear of any pledge, lien, encumbrance or
security interest;
(iii) The Indenture Trustee has a valid and enforceable first
priority security interest in the Trust Estate, subject only to exceptions
permitted hereby; and
(iv) The Issuer is a QRS.
(b) The Issuer shall, at all times, conduct its operations in
accordance with the provisions of Section 2.5 of the Deposit Trust Agreement.
(c) All covenants, representations and warranties of the Issuer in
this Indenture are covenants, representations and warranties solely of the
Issuer and not covenants, representations and warranties of the Owner Trustee or
of the Person acting as Owner Trustee in its individual capacity. The Owner
Trustee is entering into this Indenture solely as Owner Trustee, and not in its
individual capacity, and in no case whatsoever shall the Owner Trustee be
personally liable on, or for any loss in respect of, any of the statements,
representations, warranties or obligations of the Issuer hereunder, as to all of
which the parties hereto agree to look solely to the property of the Trust
Estate.
Section 3.17 Investment Company Act.
The Issuer shall at all times conduct its operations so as not to be
required to be registered under the Investment Company Act of 1940, as amended
(or any successor statute), and the rules and regulations promulgated
thereunder.
ARTICLE IV
SATISFACTION AND DISCHARGE
Section 4.01 Satisfaction and Discharge of Indenture.
This Indenture shall cease to be of further effect with respect to
the Bonds, and the Indenture Trustee, on demand of and at the expense of the
Issuer, shall execute proper instruments prepared by the Issuer and satisfactory
to the Indenture Trustee acknowledging satisfaction and discharge of this
Indenture, when:
(i) either (A) all Bonds theretofore authenticated and delivered
(other than (1) Bonds which have been mutilated, destroyed, lost or stolen
and which have been replaced or paid as provided in Section 2.06, and (2)
Bonds for which payment of money has theretofore been deposited in the
Payment Account and thereafter repaid to the Issuer or discharged from such
trust, as provided in the last paragraph of Section 3.03) have been
delivered to the Bond Registrar for cancellation; or (B) all Bonds not
theretofore delivered to the Bond Registrar for cancellation (1) have
become due and payable, (2) will become due and payable at their Stated
Maturity Date, if any, within one year, or (3) are to be called for
redemption within one year under arrangements satisfactory to the Indenture
Trustee for the giving of notice of redemption by the Indenture Trustee in
the name, and at the expense, of the Issuer; and the Issuer has deposited
or caused to be deposited with the Indenture Trustee or another Paying
Agent, in trust for such purpose, an amount sufficient to pay and discharge
the entire indebtedness on the Bonds not theretofore delivered to the Bond
Registrar for cancellation, for principal and interest, which would be
payable on their Stated Maturity Dates, if any, or Redemption Date (if
Bonds shall have been called for redemption pursuant to Section 11.01), as
the case may be, including for any and all overdue principal and interest
payable on such Bonds;
(ii) the Issuer has paid or caused to be paid all other sums payable
hereunder by the Issuer; and
(iii) the Issuer has delivered to the Indenture Trustee an Officer's
Certificate, an Opinion of Counsel and a certificate or opinion from an
Accountant, in accordance with TIA ss. 314(c) and meeting the applicable
requirements of Section 14.01(a).
Notwithstanding the satisfaction and discharge of this Indenture
with respect to any Bonds, the obligations of the Issuer to the Indenture
Trustee under Section 6.07 and the other rights, obligations and immunities of
the Indenture Trustee hereunder and of the Paying Agent to the Issuer and the
Bondholders under Section 3.03, the obligations of the Indenture Trustee to the
Bondholders under Section 4.02 and the provisions of Article II with respect to
lost, stolen, destroyed or mutilated Bonds, registration of transfers of Bonds,
and rights to receive payments of principal of and interest on the Bonds shall
survive.
Section 4.02 Application of Trust Money.
All monies deposited with the Indenture Trustee or another Paying
Agent pursuant to Sections 3.03 and 4.01 shall be held in trust and applied by
the Indenture Trustee or another Paying Agent, in accordance with the provisions
of the Bonds and this Indenture, to the payment, either directly or through any
Paying Agent, as the Indenture Trustee may determine, to the Persons entitled
thereto, of all sums due and to become due on or with respect to the Bonds for
whose payment such money has been deposited with the Indenture Trustee or
another Paying Agent.
Section 4.03 Repayment of Monies Held by Paying Agent.
In connection with the satisfaction and discharge of this Indenture
with respect to the Bonds, all monies with respect to such Bonds then held by
any Paying Agent other than the Indenture Trustee under this Indenture shall,
upon demand of the Issuer, be paid to the Indenture Trustee to be held and
applied according to Section 3.03 and thereupon such Paying Agent shall be
released from all further liability with respect to such monies.
ARTICLE V
ISSUER EVENTS OF DEFAULT; REMEDIES
Section 5.01 Issuer Events of Default.
Each of the following shall constitute an "Issuer Event of Default"
(regardless of the reason for such Issuer Event of Default and whether it shall
be voluntary or involuntary or be effected by operation of Law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body):
(i) with respect to the most senior Outstanding Class of Bonds only
(for purposes of this Section 5.01(i), the Class A-1, Class A-2 and Class S
Bonds are pari passu), the failure to pay all interest (or with respect to
the Class S and Class X Bonds, the Class S Distributable Amount and the
Class X Distributable Amount, respectively) within five (5) days of the
Payment Date on which payment is due (excluding for this purpose any LIBOR
Deficiency Amounts, Class S Shortfalls and Class X Shortfalls);
(ii) with respect to any Bond, the failure to pay all interest on
and principal (or, in the case of the Class S and Class X Bonds, all unpaid
Scheduled Payments, or if an acceleration or an optional redemption
pursuant to Section 11.01 of this Indenture of the Bonds has occurred, the
Class S Early Termination Amount and the Class X Early Termination Amount,
respectively) of such Bond by its Stated Maturity Date;
(iii) any default in the observance or performance of any covenant
or agreement of the Issuer made in this Indenture (other than a covenant or
agreement, a default in the observance or performance of which is set forth
elsewhere in this Section 5.01) or any representation or warranty of the
Issuer made in this Indenture, or in any certificate or other writing
delivered pursuant hereto or in connection herewith, proving to have been
incorrect in any material respect as of the time when the same shall have
been made, and such default or the circumstance or condition in respect of
which such representation or warranty was incorrect (A) shall materially
and adversely affect the interests of Holders of the Bonds and (B) shall
continue or shall not have been eliminated or otherwise remedied, as the
case may be, for a period of thirty (30) days after there shall have been
given, by registered or certified mail, to the Issuer by the Indenture
Trustee or to the Issuer and the Indenture Trustee by the Holders of Bonds
representing at least 25% of the Voting Rights of the Bonds, a written
notice specifying such default and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder;
(iv) the entry by a court having jurisdiction over the Issuer of (A)
a decree or order for relief in respect of the Issuer in an involuntary
case or proceeding under any applicable federal or state delinquency,
bankruptcy, insolvency, reorganization or other similar Law or (B) a decree
or order adjudging the Issuer as bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment
or composition of or in respect of or for the Issuer under any applicable
federal or state Law, or appointing a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Issuer or
of any substantial part of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order
for relief or any such other decree or order not stayed or dismissed and in
effect for a period of more than sixty (60) consecutive days;
(v) the commencement by the Owner Trustee on behalf of the Issuer of
a voluntary case or proceeding under any applicable federal or state
delinquency, bankruptcy, insolvency, reorganization or other similar Law or
of any other case or proceeding to be adjudicated a bankrupt or insolvent,
or the consent by the Issuer to the entry of a decree or order for relief
in respect of the Issuer in an involuntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization or other
similar Law or to the commencement of any bankruptcy or insolvency case or
proceeding against the Issuer, or the filing by the Owner Trustee on behalf
of the Issuer of a petition or answer or consent seeking reorganization or
relief under any applicable federal or state Law, or the consent by the
Owner Trustee on behalf of the Issuer to the filing of such petition or to
the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator or similar official of or for
the Issuer or of any substantial part of the Issuer's property, or the
making by the Owner Trustee on behalf of the Issuer of an assignment for
the benefit of creditors, or the admission by the Owner Trustee on behalf
of the Issuer in writing of the Issuer's inability to pay its debts
generally as they become due, or the taking of corporate action by the
Owner Trustee on behalf of the Issuer in furtherance of any such action;
(vi) the impairment of the validity or effectiveness of this
Indenture or the Grant hereunder, or the subordination or, except as
permitted hereunder, the termination or discharge of the lien of this
Indenture, or the creation of any lien, charge, security interest, mortgage
or other encumbrance (other than the lien of this Indenture or any other
lien expressly permitted hereby) with respect to any part of the Trust
Estate or any interest in or proceeds of the Trust Estate, or the failure
of the lien of this Indenture to constitute a valid first priority
perfected security interest in the Trust Estate (subject only to those
liens expressly permitted hereby to be prior to the lien hereof), provided
that, if such impairment, such subordination, the creation of such lien, or
the failure of the lien on the Trust Estate to constitute such a first
priority perfected security interest shall be susceptible of cure, no
Issuer Event of Default shall arise until the continuation of any such
default unremedied for a period of ten (10) days after receipt of notice
thereof; or
(vii) the Issuer ceases to be a QRS;
provided, however, that for so long as any Offered Bond is Outstanding, it shall
not be an Issuer Event of Default if required Accrued Bond Interest payments are
not made to the Holders of the Class F and Class G Bonds or the Class X
Distributable Amount and Class X Shortfall are not paid; provided further, that
an Issuer Event of Default shall occur if all accrued and unpaid interest is not
paid to the holders of the Class F and Class G Bonds and all Class X
Distributable Amounts and Class X Shortfalls are not paid in full by their
respective Stated Maturities.
Section 5.02 Acceleration of Maturity; Rescission and Annulment.
If an Issuer Event of Default should occur and be continuing, then
and in every such case the Indenture Trustee, at the direction of the Holders of
Bonds representing more than 50% of the Voting Rights of each Class of Bonds
affected thereby, shall declare all of the Bonds to be immediately due and
payable, by a notice in writing to the Issuer, and upon any such declaration the
aggregate unpaid Bond Principal Amount of the Bonds, together with accrued and
unpaid interest with respect thereto through the end of the applicable Interest
Accrual Period, shall become due and payable on the next succeeding Payment Date
and on each Payment Date thereafter, until all such principal and interest is
paid in full, and unless such declaration and its consequences are earlier
rescinded and annulled as provided in the following paragraph.
At any time after such declaration of acceleration has been made and
before a judgment or decree for payment of the money due in respect of the Bonds
has been obtained by the Indenture Trustee as hereinafter provided in this
Article V, the Holders of Bonds representing more than 50% of the Voting Rights
of each Class of Bonds that has been declared due and payable, by written notice
to the Issuer and the Indenture Trustee, may rescind and annul such declaration
and its consequences if:
(i) the Issuer has paid or deposited with the Indenture Trustee or
another Paying Agent a sum sufficient to pay:
(A) all payments of principal of and interest on the Bonds
that have been declared due and payable and all other amounts which
would then be due hereunder if the Issuer Event of Default giving
rise to such acceleration had not occurred; and
(B) all Administrative Expenses and Additional Expenses
remaining unpaid with respect to the Bonds that have been declared
due and payable, together with all sums paid or advanced by the
Indenture Trustee or any other Paying Agent hereunder and the
reasonable compensation, fees, expenses, disbursement and advances
of the Indenture Trustee, any other Paying Agents, and its agents
and counsel.
(ii) all Issuer Events of Default with respect to the Bonds that
have been declared due and payable, other than the nonpayment of the
principal of or interest on such Bonds, have been cured or waived as
provided in Section 5.13.
(iii) the Indenture Trustee is reimbursed for all costs and expenses
it incurred in connection with the related declaration of acceleration and
any corresponding rescission or annulment.
Upon such rescission and annulment, the related Issuer Event of
Default shall be deemed to have been cured; however, no such rescission and
annulment shall affect any subsequent Issuer Event of Default with respect to
the affected Bonds or impair any right or remedy which arises as a consequence
thereof.
Section 5.03 Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee.
(a) If an Issuer Event of Default has occurred and is continuing and
the Bonds have been declared due and payable pursuant to Section 5.02 and such
declaration of acceleration has not been rescinded and annulled, the Issuer
shall pay to the Indenture Trustee upon demand, for the benefit of the
Bondholders, but only from the Trust Estate, (i) the entire aggregate unpaid
Bond Principal Amount of such Bonds (other than the Class S and Class X Bonds)
then due and payable, (ii) all accrued and unpaid interest with respect to such
Bonds (other than the Class S, Class X and Class H Bonds) through the end of the
Interest Accrual Period for the next succeeding Payment Date (including interest
on unpaid interest, unpaid LIBOR Deficiency Amounts and unpaid interest on
unpaid LIBOR Deficiency Amounts, but only to the extent that payment of such
interest on unpaid interest or LIBOR Deficiency Amounts, as applicable, shall be
legally enforceable), (iii) with respect to the Class S Bonds, any unpaid Class
S Shortfalls, with interest on such unpaid Class S Shortfalls at the Class S
Rate (to the extent permitted by applicable Law) through the end of the Interest
Accrual Period for the next succeeding Payment Date and the Class S Early
Termination Amount, (iv) with respect to the Class X Bonds, any unpaid Class X
Shortfalls with interest on such unpaid Class X Shortfalls, at the Class X Rate
(to the extent permitted by applicable Law) through the end of the Interest
Accrual Period for the next succeeding Payment Date and the Class X Early
Termination Amount, and (v) in addition thereto, all Administrative Expenses and
Additional Expenses with respect to such Bonds then remaining unpaid, together
with such further amount as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements
and advances of the Indenture Trustee, any other Paying Agent, and its agents
and counsel.
Until such demand is made by the Indenture Trustee, the Issuer may
pay the principal of and interest on the Bonds to the registered Holders thereof
in accordance with Section 2.07.
(b) If the Issuer fails to pay all amounts due upon an acceleration
of the Bonds under Section 5.02 forthwith upon demand, the Indenture Trustee, in
its capacity as Indenture Trustee and as trustee of an express trust, may
institute any Proceeding for the collection of the sums so due and unpaid, may
prosecute such Proceeding to judgment or final decree and may enforce the same
against the Issuer or any other obligor upon such Bonds and collect the monies
adjudged or decreed to be payable in the manner provided by Law out of the Trust
Estate or, subject to Section 2.07(f), out of the property, wherever situated,
of the Issuer or any such other obligor upon such Bonds.
(c) If an Issuer Event of Default occurs and is continuing, the
Indenture Trustee may, in its discretion, proceed to protect and enforce its
rights and the rights of the Bondholders by such appropriate Proceedings as the
Indenture Trustee shall deem most effective to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in
this Indenture or in aid of the exercise of any power granted herein to enforce
any other proper remedy or legal or equitable right vested in the Indenture
Trustee by this Indenture or by Law.
(d) In case (i) there shall be pending, relative to the Issuer or
any other Person having or claiming an ownership interest in the Trust Estate or
obligated to make payments on the Bonds, Proceedings under the Bankruptcy Code
or any other applicable Federal or state bankruptcy, insolvency or other similar
Law, (ii) a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
shall have taken possession of the Issuer or its property or such other Person
or (iii) there shall be pending a comparable judicial Proceeding brought by
creditors of the Issuer or affecting the property of the Issuer, then the
Indenture Trustee, irrespective of whether the principal of or interest on any
Bonds shall then be due and payable as provided therein or by declaration of
acceleration or otherwise, and irrespective of whether the Indenture Trustee
shall have made any demand pursuant to the provisions of this Section 5.03,
shall be entitled and empowered, by intervention in such Proceedings or
otherwise:
(i) to file and prove a claim or claims on behalf of the Bondholders
of any affected Bonds for the whole amount of principal and interest owing
and unpaid in respect of such Bonds and to file such other papers or
documents as may be necessary or advisable in order to have the claims of
the Indenture Trustee (including any claim for reasonable compensation to
the Indenture Trustee and each predecessor Indenture Trustee, and their
respective agents, attorneys and counsel, and for reimbursement of all
expenses and liabilities incurred, and all advances made, by the Indenture
Trustee and each predecessor Indenture Trustee, except as a result of
willful misconduct, negligence or bad faith) and of the Bondholders allowed
in such Proceedings;
(ii) unless prohibited by applicable Law and regulations, to vote on
behalf of the Bondholders of any affected Bonds in any election of a
trustee in bankruptcy or any other Person performing similar functions in
any such Proceedings;
(iii) to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute in accordance with the
terms of this Indenture all amounts received with respect to the claims of
the Bondholders of any affected Bonds and of the Indenture Trustee on their
and its behalf; and
(iv) to file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Indenture
Trustee or the Bondholders of any affected Bonds allowed in any judicial
proceedings relative to the Issuer, its creditors and its property;
and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Bondholders to make
payments to the Indenture Trustee, and, in the event that the Indenture Trustee
shall consent to the making of payments directly to such Bondholders, to pay to
the Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each
predecessor Indenture Trustee except as a result of willful misconduct,
negligence or bad faith of the Indenture Trustee or predecessor Indenture
Trustee.
(e) Nothing herein contained shall be deemed to authorize the
Indenture Trustee to authorize or consent to or vote for or accept or adopt on
behalf of any Bondholder any plan of reorganization, arrangement, adjustment or
composition affecting any Bonds or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any
Bondholder in any such Proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar Person.
(f) All rights of action and claims under this Indenture or any of
the Bonds may be prosecuted and enforced by the Indenture Trustee without the
possession of any of the Bonds or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Indenture Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee, its
agents and counsel, shall be for the ratable benefit of the Bondholders in
respect of which such judgment has been recovered.
(g) In any Proceedings brought by the Indenture Trustee (and also
any Proceedings involving the interpretation of any provision of this
Indenture), the Indenture Trustee shall be held to represent all the Bondholders
of each affected Bond, and it shall not be necessary to make any Bondholder a
party to any such proceedings.
Section 5.04 Remedies.
If an Issuer Event of Default has occurred and is continuing, and
the Bonds have been declared due and payable pursuant to Section 5.02 and such
declaration and its consequences have not been rescinded and annulled, the
Indenture Trustee may do one or more of the following:
(i) institute Proceedings in its own name and as trustee of an
express trust for the collection of all amounts then payable on or under
this Indenture with respect to the Bonds, whether by declaration of
acceleration or otherwise, enforce any judgment obtained, and collect from
the Trust Estate and, subject to Section 2.07(f), from the Issuer or any
other obligor on the Bonds monies adjudged due;
(ii) sell or cause the sale of the Trust Estate or any portion
thereof or rights or interest therein, at one or more public or private
sales called and conducted in any manner permitted by Law and in accordance
with Section 5.16; provided, however, that the Indenture Trustee shall give
the Issuer written notice of any private sale called by or on behalf of the
Indenture Trustee pursuant to this Section 5.04(ii), at least 10 days prior
to the date fixed for such private sale;
(iii) institute Proceedings from time to time for the complete or
partial foreclosure with respect to the Trust Estate; and
(iv) exercise any remedies of a secured party under the Uniform
Commercial Code and take any other appropriate action to protect and
enforce the rights and remedies of the Indenture Trustee or the Holders of
the Bonds hereunder;
provided, however, that the Indenture Trustee shall sell or otherwise liquidate
the Trust Estate following any Issuer Event of Default, other than an Issuer
Event of Default described in Section 5.01(i), but only (A) if it is required by
Law to do so, or (B) (1) upon the written request of the Holders of more than
50% of the Voting Rights of each Class of Offered Bonds (or, if no Offered Bonds
are Outstanding, the most senior Class of Private Bonds then Outstanding), or
(2) if the portion of the proceeds of such sale or liquidation that is payable
to the Holders of all of the Bonds Outstanding will not be sufficient to
discharge in full all amounts (including Distributable Amounts and Shortfall
Amounts) then due and unpaid upon such Bonds, upon the written request of the
Holders of 100% of the Voting Rights of the Offered Bonds Outstanding (or, if no
Offered Bonds are Outstanding, the Private Bonds then Outstanding). For the
purposes of the foregoing, Bonds held by the Issuer, the Depositor, or any
Affiliate thereof shall be deemed not to be Outstanding. In determining such
sufficiency or insufficiency with respect to clause (B)(2) of the preceding
sentence, the Indenture Trustee may, but need not, obtain and rely upon an
opinion of an Independent investment banking or accounting firm of national
reputation as to the feasibility of such proposed action and as to the
sufficiency of the Trust Estate for such purpose.
Section 5.05 [Reserved].
Section 5.06 Application of Money Collected.
If the Bonds have been declared due and payable pursuant to Section
5.02 following an Issuer Event of Default and such declaration and its
consequences have not been rescinded and annulled, any monies collected by the
Indenture Trustee pursuant to this Article V or otherwise held by the Indenture
Trustee or any other Paying Agent as part of such Trust Estate shall be applied
on each Payment Date to the extent permitted by applicable Law for the following
purposes and in the following order of priority, subject to available funds and,
in the case of payments on the Bonds, subject to the first paragraph of Section
2.07(d):
FIRST: To pay all amounts due the Indenture Trustee and the
Fiscal Agent with respect to such Bonds pursuant to Section 6.07 of
this Indenture, and all amounts due the Owner Trustee pursuant to
Section 7.1 of the Deposit Trust Agreement;
SECOND: To pay, in accordance with this Indenture or the
Servicing Agreement, as applicable, all amounts due the Master
Servicer and the Special Servicer, as applicable, thereunder, pro
rata based on the respective amounts payable to each such Person;
THIRD: To pay all other Administrative Expenses and Servicing
Expenses remaining unpaid with respect to such Bonds, in such order
as the Indenture Trustee deems necessary and appropriate;
FOURTH: To make payments on the Bonds as provided in Section
10.01(c);
FIFTH: To pay all Administrative Expenses, Servicing Expenses
and Additional Expenses still remaining unpaid after giving effect
to payments under clauses FIRST, SECOND, and THIRD above; and
SIXTH: To pay any surplus to the Ownership Certficateholder or
any other Person legally entitled thereto, with respect to such
Bonds, in such order of priority as is specified in Section 10.01(c)
of this Indenture.
Section 5.07 Limitation on Suits.
No Holder of any Bond shall have any right to institute any
Proceedings, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:
(i) such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
(ii) the Holders of Bonds representing more than 50% of the Voting
Rights of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular Proceedings
pursuant to Section 5.12 and shall hold Bonds which, in the aggregate,
shall represent more than 50% of the Voting Rights of such Bonds) shall
have made written request to the Indenture Trustee to institute Proceedings
in respect of such Issuer Event of Default in its own name as Indenture
Trustee hereunder;
(iii) such Holder or Holders have offered to the Indenture Trustee
adequate indemnity or security reasonably satisfactory to the Indenture
Trustee against the costs, expenses and liabilities to be incurred in
compliance with such request;
(iv) the Indenture Trustee has, for sixty (60) days after its
receipt of such notice, request and offer of indemnity or security, failed
to institute any such proceeding; and
(v) no direction inconsistent with such written request has been
given to the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no one or more of the Holders of Bonds
shall have any right in any manner whatever by virtue of, or by availing itself
or themselves of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holders of the Bonds or to obtain or to seek
to obtain priority or preference over any other Holders of the Bonds or to
enforce any right under this Indenture, except in the manner herein provided
and, for the equal and ratable benefit of all the Holders of the Bonds. Subject
to the foregoing restrictions, the Bondholders may exercise their rights under
this Section 5.07 independently.
In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Bondholders, each
representing less than a majority, by Voting Rights, the Indenture Trustee shall
take no action.
Section 5.08 Unconditional Right of Bondholders to Receive Principal
and Interest.
Notwithstanding any other provision in this Indenture (except those
specifically referenced in this Section 5.08), the Holder of any Bond shall have
the right, which is absolute and unconditional, to receive payment of the
principal of and interest on such Bond (subject to Section 2.07(f) and the third
sentence of Section 3.01) and, if the nonpayment constitutes an Issuer Event of
Default, to institute suit for the enforcement of any such payment (subject to
Section 5.07 and Section 14.17), and such rights shall not be impaired without
the consent of such Bondholder, unless a non-payment has been cured pursuant to
Section 5.02.
Section 5.09 Restoration of Rights and Remedies.
If the Indenture Trustee or any Bondholder has instituted any
Proceeding to enforce any right or remedy under this Indenture and such
Proceeding has been discontinued, waived, rescinded or abandoned for any reason,
or has been determined adversely to the Indenture Trustee or to such Bondholder,
then and in every such case, subject to any determination in such Proceeding,
the Issuer, the Indenture Trustee and the Bondholders shall be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the Indenture Trustee and such Bondholders shall
continue as though no such Proceeding had been instituted.
Section 5.10 Rights and Remedies Cumulative.
If any Issuer Event of Default should occur with respect to the
Bonds, no right or remedy herein conferred upon or reserved to the Indenture
Trustee or to the Bondholders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by Law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at Law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder or otherwise in respect of an Issuer
Event of Default, shall not prevent the concurrent assertion or employment of
any other appropriate right or remedy.
Section 5.11 Delay or Omission Not Waiver.
No delay or omission of the Indenture Trustee or any Bondholder to
exercise any right or remedy accruing upon any Issuer Event of Default shall
impair any such right or remedy or constitute a waiver of any such Issuer Event
of Default or an acquiescence therein. Every right and remedy given by this
Indenture or by Law to the Indenture Trustee or to the Bondholders in respect of
any Issuer Event of Default may be exercised from time to time, and as often as
may be deemed expedient, to the extent permitted by applicable Law, by the
Indenture Trustee or the Bondholders, as the case may be.
Section 5.12 Control by Bondholders.
The Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds shall have the right to direct the time, method and place of
conducting any Proceeding for any remedy available to the Indenture Trustee, or
exercising any trust or power conferred on the Indenture Trustee; provided,
that:
(i) such direction shall not be in conflict with any rule of Law or
with this Indenture;
(ii) the Indenture Trustee shall have been provided with indemnity
reasonably satisfactory to it;
(iii) any direction to the Indenture Trustee to declare all of the
Bonds to be immediately due and payable following an Issuer Event of
Default, or to rescind any such declaration, shall be by the Holders of
Bonds representing more than 50% of the Voting Rights of each Class of
Bonds affected thereby;
(iv) any direction to the Indenture Trustee to sell or liquidate the
Trust Estate or any portion thereof, as set forth in Section 5.04, shall be
by the Holders of Bonds representing more than 50% of the Voting Rights of
each Class of Offered Bonds (or, if no Offered Bonds are Outstanding, the
most senior Class of Private Bonds then Outstanding), or the Holders of
100% of the Voting Rights of the Classes of Offered Bonds (or, if no
Offered Bonds are Outstanding, the most senior Class of Private Bonds then
outstanding), if the proceeds of such sale or liquidation will not be
sufficient to discharge in full all amounts (including Distributable
Amounts and Shortfall Amounts) then due and unpaid on all the Classes of
Bonds then Outstanding). For the purposes of the foregoing, Bonds held by
the Issuer, the Depositor, or any Affiliate thereof shall be deemed not to
be Outstanding; and
(v) the Indenture Trustee may take any other action deemed proper by
the Indenture Trustee which is not inconsistent with such direction.
Notwithstanding the rights of Bondholders set forth in this Section 5.12,
subject to Section 6.01 hereof, the Indenture Trustee need not take any action
which it determines might involve it in liability or may be unjustly prejudicial
to the Bondholders not consenting.
Section 5.13 Waiver of Past Issuer Defaults.
Prior to the declaration of the acceleration of the maturity of the
Bonds as provided in Section 5.02, the Holders of Bonds representing more than
50% of the Voting Rights of each Class of such Bonds may, on behalf of the
Holders of all the Bonds, waive any past Issuer Default hereunder and its
consequences, except an Issuer Default:
(i) in the payment of principal of or interest on any Bond, which
waiver shall require the waiver by the Holders of all of the Outstanding
Bonds of the affected Class; or
(ii) in respect of a covenant or provision hereof which under
Article IX cannot be modified or amended without the consent of the Holder
of each Outstanding Bond, which waiver shall require the waiver by each
Holder of an Outstanding Bond.
Upon any such waiver, such Issuer Default shall cease to exist and
be deemed to have been cured and not to have occurred, and any Issuer Event of
Default arising therefrom shall be deemed to have been cured and not to have
occurred, for every purpose of this Indenture. In the case of any such waiver,
the Issuer, the Indenture Trustee and the Bondholders shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other Issuer Default or impair any right consequent
thereto.
Section 5.14 Undertaking for Costs.
All parties to this Indenture agree, and each Holder of a Bond by
its acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Indenture Trustee for any action
taken, suffered or omitted by it as Indenture Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section 5.14 shall not apply to any
suit instituted by the Indenture Trustee, or to any suit instituted by any
Bondholder, or group of Bondholders, holding Bonds that represent, in the
aggregate, more than 10% of the Voting Rights of the Outstanding Bonds or to any
suit instituted by any Bondholder for the enforcement of the payment of the
principal of or interest on, or of the Redemption Price for, any Bond on or
after the Payment Date or Redemption Date, as the case may be, on which such
payment was due (provided that the failure to make such payment constitutes an
Issuer Event of Default).
Section 5.15 Waiver of Stay or Extension Laws.
The Issuer covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
to take the benefit or advantage of, any stay or extension Law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Issuer (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such Law
and covenants that it will not hinder, delay or impede the exercise of any power
herein granted to the Indenture Trustee, but will suffer and permit the exercise
of every such power as though no such Law had been enacted.
Section 5.16 Sale of Trust Estate.
(a) The power to effect any public or private sale of any portion of
the Trust Estate pursuant to Section 5.04 shall not be exhausted by any one or
more sales as to any portion of the Trust Estate remaining unsold, but shall
continue unimpaired until either the entire Trust Estate shall have been sold or
all amounts payable on the Bonds and under this Indenture with respect thereto
shall have been paid. The Indenture Trustee may from time to time postpone any
sale by public announcement made at the time and place of such sale. The
Indenture Trustee hereby expressly waives its right to any amount fixed by Law
as compensation for any such sale but such waiver does not apply to any amounts
to which the Indenture Trustee is otherwise entitled under Section 6.07 of this
Indenture.
(b) The Indenture Trustee shall execute and deliver an appropriate
instrument(s) of conveyance (without recourse against the Indenture Trustee)
prepared by the Issuer and acceptable to the Indenture Trustee transferring its
interest in any portion of the Trust Estate in connection with a sale thereof
pursuant to Section 5.04. In addition, the Indenture Trustee is hereby
irrevocably appointed an agent and attorney-in-fact of the Issuer to transfer
and convey the Issuer's interest in any portion of the Trust Estate in
connection with a sale thereof pursuant to Section 5.04, and to take all action
necessary to effect such sale. No purchaser or transferee at such a sale shall
have any obligation to ascertain the Indenture Trustee's authority, inquire into
the satisfaction of any conditions precedent or see to the application of any
monies.
(c) Any sale of any portion of the Trust Estate shall be made in
compliance with all applicable Laws.
Section 5.17 Action on Bonds.
The Indenture Trustee's right to seek and recover judgment on the
Bonds or under this Indenture shall not be affected by the seeking, obtaining or
application of any other relief under or with respect to this Indenture. Neither
the lien of this Indenture nor any rights or remedies of the Indenture Trustee
or the Bondholders shall be impaired by the recovery of any judgment by the
Indenture Trustee against the Issuer or by the levy of any execution under such
judgment upon any portion of the Trust Estate or, subject to Section 2.07(f),
upon any other of the assets of the Issuer.
ARTICLE VI
THE INDENTURE TRUSTEE AND THE FISCAL AGENT
Section 6.01 Certain Duties and Responsibilities.
(a) Except during the continuance of an Issuer Event of Default:
(i) the Indenture Trustee undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the
Indenture Trustee; and
(ii) in the absence of negligence or bad faith on its part, the
Indenture Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Indenture Trustee and conforming to the
requirements of this Indenture; but in the case of any such certificates or
opinions which by any provision hereof are specifically required to be
furnished to the Indenture Trustee, the Indenture Trustee shall be under a
duty to examine the same to determine whether or not they conform to the
requirements of this Indenture.
(b) In case an Issuer Event of Default has occurred and is
continuing, the Indenture Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in its
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.
(c) No provision of this Indenture shall be construed to relieve the
Indenture Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:
(i) this subsection shall not be construed to limit the effect of
Subsection (a) of this Section 6.01;
(ii) the Indenture Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it shall be
proved that the Indenture Trustee was negligent in ascertaining the
pertinent facts; and
(iii) the Indenture Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance with
the directions of the Holders of Bonds representing more than 50% of the
Voting Rights of the Bonds (unless an alternative group of Bondholders is
expressly permitted or required to authorize such action hereunder, in
which case in accordance with the directions of such alternative group)
relating to the time, method and place of conducting any Proceeding for any
remedy available to the Indenture Trustee, or exercising any trust or power
conferred upon the Indenture Trustee, under this Indenture with respect to
the Bonds.
(d) No provision of this Indenture shall require the Indenture
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it. In determining that such repayment
or indemnity is not reasonably assured to it, the Indenture Trustee must
consider not only the likelihood of repayment or indemnity by or on behalf of
the Issuer but also the likelihood of repayment or indemnity from amounts
payable to it from the Trust Estate pursuant to Sections 5.06 and 8.01(b).
(e) The Indenture Trustee shall be under no obligation to institute
any suit, or to take any remedial Proceeding under this Indenture, or to enter
any appearance in or in any way defend any suit in which it may be made
defendant, or to take any steps in the execution of the trusts created hereby or
in the enforcement of any rights and powers hereunder until it shall be
indemnified to its reasonable satisfaction against any and all costs and
expenses, outlays and counsel fees and other reasonable disbursements and
against all liability, except liability which is adjudicated to have resulted
from its negligence or willful misconduct, in connection with any action so
taken.
(f) Notwithstanding any extinguishment of all right, title and
interest of the Issuer in and to the Trust Estate following an Issuer Event of
Default and a consequent declaration of acceleration of the Stated Maturity Date
of the Bonds, whether such extinguishment occurs through a foreclosure upon and
sale of the Trust Estate to another Person, the acquisition of the Trust Estate
by the Indenture Trustee or otherwise, the rights, powers and duties of the
Indenture Trustee with respect to the Trust Estate (or the proceeds thereof) and
the Bondholders, and the rights of the Bondholders, shall continue to be
governed by the terms of this Indenture.
(g) For all purposes under this Indenture, the Indenture Trustee
shall not be deemed to have notice of any Issuer Default unless a Responsible
Officer of the Indenture Trustee has actual knowledge thereof or unless written
notice of any event which is in fact such an Issuer Default is received by the
Indenture Trustee at the Corporate Trust Office, and such notice references the
Bonds and this Indenture. The Indenture Trustee shall be deemed to have actual
knowledge of the failure to deliver to the Indenture Trustee any certificate,
report or document when so required herein and not so delivered to the Indenture
Trustee.
(h) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Indenture Trustee shall be subject to the provisions
of this Section 6.01; and, if and for so long as this Indenture is required to
be qualified under the Trust Indenture Act, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection to
the Indenture Trustee, including the provisions of this Section 6.01, shall be
subject to the provisions of the Trust Indenture Act.
Section 6.02 Notice of Issuer Defaults.
If an Issuer Default occurs and is continuing and if it is actually
known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee
shall mail to each Bondholder and each Rating Agency, notice of such Issuer
Default within ten (10) days after it occurs (or, if it becomes known to a
Responsible Officer of the Indenture Trustee after the end of such 10-day
period, as soon as practicable after it becomes so known); provided that, except
in the case of a default in the payment of the principal of or interest on any
of the Bonds, the Indenture Trustee shall be protected in withholding such
notice to the Bondholders for a period of no longer than 10 days if and so long
as the board of directors, the executive committee or a trust committee composed
of directors and/or Responsible Officers of the Indenture Trustee reasonably and
in good faith determines that the withholding of such notice is in the best
interest of the Bondholders.
Section 6.03 Certain Rights of Indenture Trustee.
Subject to the provisions of Section 6.01, in connection with this
Indenture:
(a) the Indenture Trustee may request and rely and shall be
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties;
(b) any request or direction of the Issuer mentioned herein shall be
sufficiently evidenced by an Issuer Request or Issuer Order, as the case may be;
(c) whenever in the administration of this Indenture the Indenture
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Indenture Trustee
(unless other evidence be herein specifically prescribed) may, in the absence of
bad faith on its part, rely upon an Officer's Certificate;
(d) the Indenture Trustee may consult with counsel, and the written
advice of such counsel or any Opinion of Counsel rendered thereby shall be full
and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon;
(e) the Indenture Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Bondholders pursuant to this Indenture, unless such
Bondholders shall have offered to the Indenture Trustee reasonable security or
indemnity against the costs, expenses and liabilities that might be incurred by
it in compliance with such request or direction;
(f) the Indenture Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, debenture, note, coupon, other evidence of indebtedness or other
paper or document, but the Indenture Trustee in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Indenture Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Issuer, personally or by agent or attorney; provided that, if the payment
within a reasonable time to the Indenture Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Indenture Trustee, not reasonably assured to the Indenture
Trustee by the security afforded to it by the terms of this Indenture, the
Indenture Trustee may require reasonable indemnity against such expense or
liability or payment of such estimated expenses as a condition to proceeding;
(g) the Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys of the Indenture Trustee; provided that it shall remain
liable for the acts of all such attorneys and agents;
(h) to the extent a Person other than the Indenture Trustee is
appointed by the Issuer to act as a Paying Agent in accordance with Section 3.03
of this Indenture, such Person shall be the sole agent of the Issuer, and the
Indenture Trustee shall not be liable or responsible by reason of any act or
omission of any such Person;
(i) the Indenture Trustee shall not be liable or responsible by
reason of any act or omission of the Master Servicer or the Special Servicer, in
each case that is not an Affiliate of the Indenture Trustee, hereunder or under
the Servicing Agreement, unless the Indenture Trustee itself is acting in such
capacity;
(j) the Indenture Trustee shall not be liable or responsible for
releases of any item of Collateral in compliance with any provision of this
Indenture;
(k) the Indenture Trustee shall not be required to provide any
surety or bond of any kind in connection with the execution or performance of
its duties hereunder; and
(l) the Indenture Trustee shall not at any time have any
responsibility or liability for or with respect to the legality, validity or
enforceability of any item of Mortgage Collateral.
Section 6.04 The Indenture Trustee Not Responsible for Recitals or
Issuance of Bonds.
The recitals contained herein and in the Bonds, except the
certificates of authentication on the Bonds and any such recitals that
constitute express representations, warranties, certifications or
acknowledgments of or on the part of the Indenture Trustee, shall be taken as
the statements of the Issuer or other appropriate party to this Indenture, and
the Indenture Trustee does not assume any responsibility for their correctness.
The Indenture Trustee makes no representation as to the validity or sufficiency
of this Indenture, the Bonds or the Trust Estate. The Indenture Trustee shall
not be accountable for the use by the Issuer of the Bonds or the use or
application by the Issuer of the proceeds of the Bonds or for the use or
application of any funds paid to the Master Servicer or the Special Servicer, as
applicable, in respect of the Mortgage Collateral (unless it is acting in such
capacity) or deposited into an Account established hereunder that is not
maintained by it.
Section 6.05 The Indenture Trustee and the Fiscal Agent May Hold
Bonds.
The Indenture Trustee, the Fiscal Agent, any Paying Agent, the Bond
Registrar or any other Agent, in its individual or any other capacity, may
become the owner or pledgee of Bonds and, subject to Sections 6.08 and 6.13, may
otherwise deal with the Issuer or Owner Trustee with the same rights it would
have if it were not Indenture Trustee, Paying Agent, Bond Registrar or such
other Agent.
Section 6.06 Money Held in Trust.
Money held by the Indenture Trustee in trust hereunder need not be
segregated from other funds except to the extent required herein or by Law. The
Indenture Trustee shall be under no liability for interest on any money received
by it hereunder except to the extent of income or other gain on investments of
monies held in any Account, which investments are obligations of the Indenture
Trustee in its individual capacity.
Section 6.07 Compensation and Reimbursement.
(a) Subject to Section 6.07(b), the Issuer hereby agrees:
(i) to pay or cause to be paid to the Indenture Trustee, for all
services rendered by the Indenture Trustee and the Fiscal Agent with
respect to the Bonds (which compensation shall not be limited by any
provision of Law in regard to the compensation of a trustee of an express
trust), for each Mortgage Loan and for any Payment Date, an amount equal to
the Indenture Trustee Fee; and
(ii) to reimburse, indemnify and hold harmless the Indenture Trustee
and the Fiscal Agent and any director, manager, member, officer, employee,
agent or "control" person within the meaning of the Securities Act and the
Exchange Act of the Indenture Trustee or the Fiscal Agent for any loss,
liability or "out-of-pocket" expense (including costs and expenses of
litigation, and of investigation, counsel fees, damages, judgments and
amounts paid in settlement) (any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or negligence in the performance
of duties) arising out of the transactions contemplated by the Operative
Agreements including, without limitation, those incurred in connection with
the Indenture Trustee's:
(A) enforcing its rights and remedies and protecting the
interests, and enforcing the rights and remedies, of the Bondholders
during the continuance of an Issuer Event of Default or Servicer
Event of Default,
(B) defending or prosecuting any legal action in respect of
the Operative Agreements or the Bonds,
(C) being the mortgagee of record with respect to the Mortgage
Loans constituting Collateral for the Bonds and the owner of record
with respect to any Mortgaged Property acquired in respect thereof
for the benefit of Bondholders; or
(D) acting or refraining from acting in good faith at the
direction of the holders of the Bonds meeting the requisite
percentage of Voting Rights with respect to any particular matter;
provided, however, that such indemnification will not extend to any
loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence on the part of the Indenture
Trustee in the performance of its obligations and duties thereunder,
or by reason of its negligent disregard of such obligations or
duties.
The Indenture Trustee agrees to fully perform its duties under this
Indenture notwithstanding any failure on the part of the Issuer to make any
payments, reimbursements or indemnifications to the Indenture Trustee or the
Fiscal Agent pursuant to this Section 6.07(a); provided, however, that (subject
to Section 6.07(b)) nothing in this Section 6.07 shall be construed to limit the
exercise by the Indenture Trustee or the Fiscal Agent of any right or remedy
permitted under this Indenture in the event of the Issuer's failure to pay or
cause the payment of any sums due the Indenture Trustee or the Fiscal Agent
pursuant to this Section 6.07.
(b) The obligations of the Issuer set forth in Section 6.07(a) are
nonrecourse obligations solely of the Issuer and will be payable only from the
Trust Estate with respect to which any claim of the Indenture Trustee and the
Fiscal Agent under this Section 6.07 arose. In connection with the foregoing,
the Indenture Trustee may from time to time deduct (or cause to be deducted and
remitted to it) payments of all amounts due to it pursuant to Section 6.07(a) in
connection with the Bonds from monies on deposit in the Payment Account.
(c) The Indenture Trustee shall have, as security for the
performance of the Issuer under this Section 6.07, a lien ranking senior to the
lien of the Bonds with respect to which any claim of the Indenture Trustee and
the Fiscal Agent under this Section 6.07 arose upon all property and funds held
or collected by the Indenture Trustee in its capacity as such as part of the
Trust Estate; provided that the Indenture Trustee shall not institute any
Proceeding seeking the enforcement of such lien against the Trust Estate unless
such Bonds have been declared due and payable pursuant to Section 5.02 following
an Issuer Event of Default, such declaration of acceleration and its
consequences have not been rescinded and annulled, and monies collected by the
Indenture Trustee are being applied in accordance with Section 5.06.
(d) The Issuer (the "Indemnifying Party") shall indemnify the
Indenture Trustee and the Fiscal Agent and their respective Affiliates and each
of the directors, officers, employees, agents or "control" persons of the
Indenture Trustee, the Fiscal Agent and their respective Affiliates (each, an
"Indemnified Party"), and hold each of them harmless against any and all claims,
losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
fees and related costs, judgments, and any other costs, fees and expenses that
the Indemnified Party may sustain in connection with this Indenture (including,
without limitation, reasonable fees and disbursements of counsel incurred by the
Indemnified Party in any action or proceeding between the Indemnifying Party and
the Indemnified Party or between the Indemnified Party and any third party or
otherwise) related to the Indemnifying Party's willful misconduct, bad faith,
fraud and/or negligence in the performance of its duties hereunder or by reason
of reckless disregard of its respective obligations and duties hereunder.
(e) The Issuer shall indemnify each Indemnified Party from, and hold
it harmless against, any and all losses, liabilities, damages, claims or
unanticipated expenses (including, without limitation, reasonable fees and
disbursements of counsel incurred by the Indemnified Party in any action or
proceeding between the Indemnifying Party and the Indemnified Party or between
the Indemnified Party and any third party or otherwise) arising in respect of
this Indenture or the Bonds, in each case to the extent and only to the extent,
such payments are expressly reimbursable under this Indenture, or are
unanticipated expenses (as defined below), other than (i) those resulting from
the negligence, fraud, bad faith or willful misconduct of the Indemnified Party
and (ii) those as to which such Indemnified Party is entitled to indemnification
pursuant to Section 6.07(d) and has received indemnity payments. The term
"unanticipated expenses" shall include any fees, expenses and disbursement of
any separate trustee or co-trustee appointed hereunder, only to the extent such
fees, expenses and disbursements were not reasonably anticipated as of the
Closing Date, and the losses, liabilities, damages, claims or incremental
expenses (including reasonable attorneys' fees) incurred or advanced by an
Indemnified Party in connection with (i) a default under any Mortgage Loan, or
(ii) any litigation arising out of this Indenture. The right of reimbursement of
the Indemnified Parties under this Section 6.07(e) shall be senior to the rights
of all Bondholders.
(f) Notwithstanding anything herein to the contrary, Section 6.07
shall survive the termination or maturity of this Indenture or the resignation
or removal of the Indenture Trustee or the Fiscal Agent, as the case may be, as
regards rights accrued prior to such resignation or removal.
(g) This Section 6.07 shall be expressly construed to include, but
not be limited to, such indemnities, compensation, expenses, disbursements,
advances, losses, liabilities, damages and the like, as may pertain or relate to
any Environmental Law or environmental matter.
Section 6.08 Eligibility; Disqualification.
There shall at all times be hereunder an Indenture Trustee, and such
Indenture Trustee:
(i) shall at all times be an institutional trustee that is a
corporation or a national banking association which satisfies the
requirements of TIA ss. 310(a);
(ii) must have a combined capital and surplus of not less than
$100,000,000;
(iii) shall have the legal power to exercise all of the rights,
powers, and privileges of a holder of the security or securities in which
such securities evidence an interest or participation;
(iv) shall be neither an obligor upon the indenture securities nor a
person directly or indirectly controlling, controlled by, or under common
control with such obligor; (v) shall comply with all the requirements of
Sections 310, 313, 315 and 316 of the Trust Indenture Act of 1939, as
amended; and
(vi) shall have a minimum long-term debt rating of "A" by DCR, if
rated by DCR, and "AA-" by Standard & Poor's, or if not so rated, then
otherwise acceptable to each Rating Agency as confirmed in writing that the
appointment of such Trustee would not, in and of itself, result in an
Adverse Rating Event with respect to any Class of Bonds.
If and for so long as this Indenture is required to be qualified
under the Trust Indenture Act, the Indenture Trustee shall comply with and be
subject to TIA ss. 310(b); provided that there shall be excluded from the
operation of TIA ss. 310(b)(1) any indenture or indentures under which other
securities of the Issuer are outstanding if the requirements for such exclusion
set forth in TIA ss. 310(b)(1) are met.
Section 6.09 Resignation and Removal; Appointment of Successor.
(a) No resignation or removal of the Indenture Trustee and no
appointment of a successor Indenture Trustee pursuant to this Article VI shall
become effective until the acceptance of appointment by the successor Indenture
Trustee in accordance with the applicable requirements of Section 6.10.
(b) The Indenture Trustee may resign at any time by giving written
notice of such resignation to the Issuer, the Depositor, the Master Servicer and
each Rating Agency and by mailing notice of such resignation by first class
mail, postage prepaid, to Holders of the Bonds, at their addresses appearing on
the Bond Register. Upon such notice of resignation, the Fiscal Agent shall also
be deemed to have been removed, and, accordingly, the Issuer shall promptly
appoint a successor Indenture Trustee, the appointment of which would not, as
evidenced in writing by the Rating Agencies, in and of itself, result in an
Adverse Rating Event with respect to any Class of Bonds, and a successor Fiscal
Agent (if necessary to satisfy the requirements contained in Section 6.08), the
appointment of which, if the successor Indenture Trustee is not rated by each
Rating Agency in one of its two highest long-term debt rating categories, would
not, as evidenced in writing, in and of itself, result in an Adverse Rating
Event with respect to any Class of Bonds, by written instrument, in triplicate,
which instrument shall be delivered to the resigning Indenture Trustee, with a
copy to the Fiscal Agent deemed removed, and the successor Indenture Trustee. If
no successor Indenture Trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Indenture Trustee may petition any court of competent jurisdiction for
the appointment of a successor Indenture Trustee. The Indenture Trustee will
bear all reasonable costs and expenses of each other party hereto in connection
with such resignation.
(c) The Issuer, by an Issuer Order, shall remove the Indenture
Trustee if at any time:
(i) the Indenture Trustee shall fail to comply with, or shall cease
to be eligible under, Section 6.08, and the Indenture Trustee shall fail to
resign after written request therefor has been delivered to the Indenture
Trustee by the Issuer or has been delivered to the Indenture Trustee (with
a copy to the Issuer) by any Bondholder who has been a bona fide Holder for
at least six months, or
(ii) (A) the Indenture Trustee shall become incapable of acting with
respect to its obligations hereunder, (B) there shall have been entered a
decree or order for relief by a court having jurisdiction in the premises
in respect of the Indenture Trustee in an involuntary case under the
federal bankruptcy Laws, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency or other similar Law, or
appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Indenture Trustee or for any
substantial part of its property, or ordering the winding-up or liquidation
of its affairs and the continuance of any such decree or order unstayed and
in effect for a period of 60 consecutive days, (C) the Indenture Trustee
commences a voluntary case under the federal bankruptcy Laws, as now or
hereafter constituted, or any other applicable federal or state bankruptcy,
insolvency or other similar Law, or consents to the appointment of or
taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of the Indenture Trustee or of any
substantial part of its property, or the making by it of any assignment for
the benefit of creditors or the Indenture Trustee fails generally to pay
its debts as such debts become due or takes any corporate action in
furtherance of any of the foregoing, or (D) the Rating Agencies confirm in
writing that not terminating the Indenture Trustee, or the Fiscal Agent, as
applicable, would, in and of itself, cause an Adverse Rating Event.
(d) If the Indenture Trustee shall fail to comply with, or cease to
be eligible under, Section 6.08, any Bondholder that has been a bona fide Holder
of such Bonds for at least six months may, on its own behalf and on behalf of
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Indenture Trustee and the appointment of a successor
Indenture Trustee.
(e) The Holders of Bonds representing more than 50% of the Voting
Rights of the Bonds may at any time remove the Indenture Trustee and promptly
appoint a successor Indenture Trustee subject to Section 6.08 of this Indenture
by delivering copies of the record of the Act taken by the Holders to the
Indenture Trustee so removed and to the successor Indenture Trustee, as provided
in Section 14.03 hereof.
(f) If the Indenture Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Indenture
Trustee for any cause, and in any such case no successor Indenture Trustee shall
otherwise have been appointed as provided herein, then the Issuer, by an Issuer
Order, shall promptly appoint a successor Indenture Trustee in accordance with
the applicable requirements of Section 6.10. If, within 60 days after such
resignation, removal or incapacity, or the occurrence of such vacancy, a
successor Indenture Trustee shall not have been appointed by the Issuer and
shall not have accepted such appointment in accordance with the applicable
requirements of Section 6.10, then a successor Indenture Trustee shall be
appointed by Act of the Holders of Bonds representing more than 50% of the
Voting Rights of the Bonds delivered to the Issuer and the retiring Indenture
Trustee, and the successor Indenture Trustee so appointed shall, forthwith upon
its acceptance of such appointment in accordance with the applicable
requirements of Section 6.10, become the successor Indenture Trustee. If, within
120 days after such resignation, removal or incapacity, or the occurrence of
such vacancy, no successor Indenture Trustee shall have been so appointed and
accepted appointment in the manner required by Section 6.10, any Bondholder that
has been a bona fide Holder for at least six months may, on its own behalf and
on behalf of all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Indenture Trustee.
(g) The successor Indenture Trustee shall give notice of any
resignation or removal of the Indenture Trustee by mailing notice of such event
by first-class mail, postage prepaid, to the Holders of the Bonds as their names
and addresses appear in the Bond Register. Each notice shall include the name of
the successor Indenture Trustee and the address of its Corporate Trust Office.
(h) In the event of any removal of or resignation by the Indenture
Trustee, the Indenture Trustee's entitlement under Section 6.07 for compensation
and reimbursement of costs and expenses accrued prior to the time of such
resignation or removal, and all rights pertaining thereto, shall survive;
provided, however, that if the Indenture Trustee is removed without cause, all
costs and expenses incurred by the Indenture Trustee and the Fiscal Agent in
connection with such removal shall be reimbursed by the Issuer.
(i) Upon the resignation or removal of the Indenture Trustee, the
Fiscal Agent shall automatically be deemed to have been removed.
Section 6.10 Acceptance of Appointment by Successor.
In case of the appointment hereunder of a successor Indenture
Trustee, the successor Indenture Trustee so appointed shall execute, acknowledge
and deliver to the Issuer and to the retiring Indenture Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Indenture Trustee shall become effective and such successor Indenture
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Indenture Trustee;
provided that on the request of the Issuer or the successor Indenture Trustee,
such retiring Indenture Trustee shall, upon payment of its then unpaid fees and
charges, execute and deliver an instrument transferring to such successor
Indenture Trustee all the rights, powers and trusts of the retiring Indenture
Trustee, all property and money held by such retiring Indenture Trustee
hereunder, and shall take such action as may be requested by the Issuer to
provide for the appropriate interest in the Trust Estate to be vested in such
successor Indenture Trustee (except that it shall not be responsible for the
recording of such documents and instruments as may be necessary to give effect
to the foregoing). Upon request of any such successor Indenture Trustee, the
Issuer shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Indenture Trustee all such rights,
powers and trusts referred to in this Section 6.10.
Upon acceptance of appointment by a successor Indenture Trustee as
provided in this Section 6.10, the successor Indenture Trustee shall, at the
expense of the Issuer, mail notice thereof by first class mail, postage prepaid,
to the Holders of the Bonds at the Holders' addresses appearing upon the Bond
Register.
Any successor Indenture Trustee or Fiscal Agent hereunder must, at
the time of such successor's acceptance of its appointment, meet the eligibility
requirements set forth in Section 6.08.
Section 6.11 Merger, Conversion, Consolidation or Succession to
Business.
Any institution into which the Indenture Trustee may be merged or
converted or with which it may be consolidated, or any institution resulting
from any merger, conversion or consolidation to which the Indenture Trustee
shall be a party, or any institution succeeding to all or substantially all the
corporate trust business of the Indenture Trustee, shall be the successor of the
Indenture Trustee hereunder, provided that such institution shall be otherwise
qualified and eligible under Section 6.08, without the execution or filing of
any paper or any further act on the part of any of the parties hereto. Section
6.12 Preferential Collection of Claims against the Issuer.
If and for so long as this Indenture is required to be qualified
under the Trust Indenture Act, the Indenture Trustee shall be subject to TIA ss.
311(a), excluding any creditor relationship listed in TIA ss. 311(b), and an
Indenture Trustee who has resigned or been removed shall be subject to TIA ss.
311(a) to the extent indicated therein.
Section 6.13 Separate Trustees and Co-Trustees.
(a) Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting legal requirements of the Trust Indenture Act, if
applicable, or of any jurisdiction in which any part of a Trust Estate may at
the time be located, the Indenture Trustee shall have the power to, and shall
execute and deliver all instruments to, appoint one or more Persons to act as
separate trustees or co-trustees hereunder, jointly with the Indenture Trustee
(or, in any jurisdiction in which the Indenture Trustee is incompetent or
unqualified to perform certain acts, singly upon such separate trustee or
co-trustee, who will exercise and perform such rights, powers, duties and
obligations solely at the direction of the Indenture Trustee), of any portion of
a Trust Estate subject to this Indenture, and any such Persons shall be such
separate trustee or co-trustee, with such powers and duties consistent with this
Indenture as shall be specified in the instrument appointing such Person but
without thereby releasing the Indenture Trustee from any of its duties
hereunder. If the Indenture Trustee shall request the Issuer to do so, the
Issuer shall join with the Indenture Trustee in the execution of such
instrument, but the Indenture Trustee shall have the power to make such
appointment without making such request. A separate trustee or co-trustee
appointed pursuant to this Section 6.13 need not meet the eligibility
requirements of Section 6.08.
(b) Every separate trustee and co-trustee shall, to the extent not
prohibited by Law, be subject to the following terms and conditions:
(i) the rights, powers, duties and obligations conferred or imposed
upon such separate or co-trustee shall be conferred or imposed upon and
exercised or performed by the Indenture Trustee, or the Indenture Trustee
and such separate or co-trustee jointly, as shall be provided in the
appointing instrument, except to the extent that under any Law of any
jurisdiction in which any particular act is to be performed the Indenture
Trustee shall be incompetent or unqualified to perform such act, in which
event such rights, powers, duties and obligations shall be exercised and
performed by such separate trustee or co-trustee;
(ii) all powers, duties, obligations and rights conferred upon the
Indenture Trustee, in respect of the custody of all cash deposited
hereunder shall be exercised solely by the Indenture Trustee; and
(iii) the Indenture Trustee may at any time by written instrument
accept the resignation of or remove any such separate trustee or
co-trustee, and, upon the request of the Indenture Trustee, the Issuer
shall join with the Indenture Trustee in the execution, delivery and
performance of all instruments and agreements necessary or proper to make
effective such resignation or removal, but the Indenture Trustee shall have
the power to accept such resignation or to make such removal without making
such request. A successor to a separate trustee or co-trustee so resigning
or removed may be appointed in the manner otherwise provided herein.
(c) Such separate trustee or co-trustee, upon acceptance of such
trust, shall be vested with the estates or property specified in such
instrument, jointly with the Indenture Trustee, and the Indenture Trustee shall
take such action as may be necessary to provide for the appropriate interest in
the Trust Estate to be vested in such separate trustee or co-trustee. Any
separate trustee or co-trustee may, at any time, by written instrument
constitute the Indenture Trustee, its agent or attorney in fact with full power
and authority, to the extent permitted by Law, to do all acts and things and
exercise all discretion authorized or permitted by it, for and on behalf of it
and in its name. If any separate trustee or co-trustee shall be dissolved,
become incapable of acting, resign, be removed or die, all the estates,
property, rights, powers, trusts, duties and obligations of said separate
trustee or co-trustee, so far as permitted by Law, shall vest in and be
exercised by the Indenture Trustee, without the appointment of a successor to
said separate trustee or co-trustee, until the appointment of a successor to
said separate trustee or co-trustee is necessary as provided in this Indenture.
The appointment of a separate or co-trustee shall in no way release the
Indenture Trustee from any of its duties or responsibilities hereunder.
(d) No co-trustee or separate trustee hereunder shall be liable by
reason of any act or omission of the Indenture Trustee or of any other such
trustee hereunder.
(e) Any notice, request or other writing, by or on behalf of any
Bondholder, delivered to the Indenture Trustee shall be deemed to have been
delivered to all separate trustees and co-trustees.
Section 6.14 Appointment of Custodians.
The Indenture Trustee may, with the consent of the Issuer, appoint
at the Indenture Trustee's own expense one or more Custodians to hold, as agent
for the Indenture Trustee, all or a portion of any documents and/or instruments
relating to the Mortgage Collateral otherwise required to be held by the
Indenture Trustee hereunder; provided that if the Custodian is an Affiliate of
the Indenture Trustee such consent of the Issuer need not be obtained and the
Indenture Trustee shall merely inform the Issuer of such appointment. Each
Custodian shall be a depository institution supervised and regulated by a
Federal or State banking authority, shall have combined capital and surplus of
at least $10,000,000, shall be qualified to do business in the jurisdiction in
which it holds any documents relating to any item of Mortgage Collateral, shall
not be the Issuer, the Depositor, a Mortgage Loan Seller or any Affiliate of any
of the foregoing Persons, and shall have in place a fidelity bond and errors and
omissions policy, which satisfies the requirements set forth in clause (iii) of
the definition of Qualified Insurer in Annex 1 hereto, covering such Custodian's
officers and employees in connection with its activities under this Indenture.
Each Custodian shall be subject to the same obligations, standard of care,
protection and indemnities as would be imposed on, or would protect, the
Indenture Trustee hereunder in connection with the retention of documents
relating to any item of Mortgage Collateral directly by the Indenture Trustee.
The appointment of one or more Custodians shall not relieve the Indenture
Trustee from any of its obligations hereunder, and the Indenture Trustee shall
remain responsible for all acts and omissions of any Custodians.
Section 6.15 Inspection and Copying of Certain Documents.
(a) The Indenture Trustee shall make available for inspection and
copying (by Persons satisfying the requirements of Section 6.15(b)) at the
Corporate Trust Office during normal business hours, upon reasonable advance
written notice and at the expense of the requester, originals or copies of,
among other things, the following items (to the extent such items are in the
possession of the Indenture Trustee): (i) the Operative Agreements, (ii) all
reports prepared by the Indenture Trustee, the Master Servicer and Special
Servicer delivered to holders of the relevant Class of Offered Bonds since the
Closing Date, (iii) all Officer's Certificates delivered to the Indenture
Trustee by the Master Servicer and/or Special Servicer since the Closing Date,
(iv) all accountant's reports delivered to the Indenture Trustee in respect of
the Master Servicer and/or Special Servicer since the Closing Date, and (v) any
Asset Strategy Report prepared by the Special Servicer.
Upon written request made to the Corporate Trust Office by a Person
satisfying the requirements of Section 6.15(b), the Indenture Trustee shall
provide copies of the items specified in parts (i) through (v) of this Section
6.15(a) to such Person, provided, however, that the Indenture Trustee may charge
such requester its costs and expenses associated with fulfilling such request.
(b) The Indenture Trustee shall provide access for inspection and
copying purposes and fulfill requests for copies pursuant to Section 6.15(a)
only to Bondholders, Bond Owners and prospective purchasers of Bonds and
interests therein. The Indenture Trustee may require (i) in the case of a Bond
Owner, a written confirmation executed by the requesting Person, in a form
reasonably acceptable to the Indenture Trustee, generally to the effect that
such Person is a beneficial owner of Bonds, is requesting the information for
use by it or another Person in evaluating an investment in the Bonds and will
otherwise keep such information confidential and (ii) in the case of a
prospective purchaser of a Bond, confirmation executed by the requesting Person,
in a form reasonably acceptable to the Indenture Trustee, generally to the
effect that such Person is a prospective purchaser of Bonds or an interest
therein, is requesting the information for use in evaluating a possible
investment in the Bonds and will otherwise keep such information confidential.
Bondholders, by the acceptance of their Bonds, shall be deemed to have agreed to
keep such information confidential.
Section 6.16 Representations and Warranties of the Indenture
Trustee.
The Indenture Trustee hereby represents and warrants to the Issuer
and for the benefit of the Bondholders, as of the Closing Date, that:
(a) The Indenture Trustee is a national banking association, duly
organized, validly existing and in good standing under the Laws of the United
States;
(b) The execution and delivery of this Indenture and the Servicing
Agreement by the Indenture Trustee, and the performance and compliance with the
terms of this Indenture and the Servicing Agreement, will not violate the
Indenture Trustee's organizational documents 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;
(c) The Indenture Trustee has the full power and authority to enter
into and consummate all transactions contemplated by this Indenture and the
Servicing Agreement, has duly authorized the execution, delivery and performance
of this Indenture and the Servicing Agreement, and has duly executed and
delivered this Indenture and the Servicing Agreement;
(d) This Indenture and the Servicing Agreement, assuming their due
authorization, execution and delivery by each of the other parties hereto and
thereto, constitute valid, legal and binding obligations of the Indenture
Trustee, enforceable against the Indenture Trustee in accordance with the terms
hereof or thereof, subject to (i) applicable bankruptcy, insolvency,
reorganization, moratorium and other Laws affecting the enforcement of
creditors' rights generally and the rights of creditors of national banking
associations specifically and (ii) general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at Law;
(e) The Indenture Trustee is not in violation of, and its execution
and delivery of this Indenture and the Servicing Agreement and its performance
and compliance with the terms of this Indenture and the Servicing Agreement will
not constitute a violation of, any Law (subject to the appointment in accordance
with such applicable Laws of any co-trustee or separate trustee required
pursuant to this Indenture and the Servicing Agreement), 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 Indenture
Trustee's good faith and reasonable judgment, is likely to affect materially and
adversely the ability of the Indenture Trustee to perform its obligations under
this Indenture and the Servicing Agreement;
(f) No litigation is pending or, to the best of the Indenture
Trustee's knowledge, threatened against the Indenture Trustee which would
prohibit the Indenture Trustee from entering into this Indenture and the
Servicing Agreement, or, in the Indenture Trustee's good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the
Indenture Trustee to perform its obligations under this Indenture and the
Servicing Agreement;
(g) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Indenture Trustee of, or compliance by the Indenture Trustee
with, this Indenture and the Servicing Agreement, or the consummation of the
transactions contemplated by this Indenture and the 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 Indenture Trustee of
its obligations under this Indenture and the Servicing Agreement, and which, if
not obtained would not have a materially adverse effect on the ability of the
Indenture Trustee to perform its obligations under this Indenture and the
Servicing Agreement; and
(h) As of the Closing Date the Corporate Trust Office is located at
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000.
ARTICLE VII
BONDHOLDER LISTS AND REPORTS
Section 7.01 Issuer to Furnish Indenture Trustee Names and Addresses
of Bondholders.
The Bond Registrar, on behalf of the Issuer, will furnish or cause
to be furnished to the Indenture Trustee not more than five days after each
January 1 and June 1 (commencing with the first such date that is not more than
six months after the related Closing Date), and at such other times as the
Indenture Trustee may request in writing, a list, in such form as the Indenture
Trustee may reasonably require, of the names and addresses of the Bondholders as
of a date not more than 10 days prior to the time such list is furnished;
provided, however, that so long as the Indenture Trustee is the Bond Registrar,
no such list shall be required to be furnished.
Section 7.02 Preservation of Information; Communications to
Bondholders.
(a) The Indenture Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders contained in the
most recent list furnished to the Indenture Trustee as provided in Section 7.01.
The Indenture Trustee may destroy any list furnished to it as provided in such
Section 7.01 upon receipt of a new list so furnished.
(b) Bondholders may communicate pursuant to TIA ss. 312(b) with
other Bondholders with respect to their rights under this Indenture or under the
Bonds, and the Indenture Trustee shall comply with the TIA ss. 312(b).
(c) The Issuer, the Indenture Trustee and the Bond Registrar shall
have the protection of TIA ss. 312(c).
Section 7.03 Reports by Indenture Trustee.
(a) Within 30 days after May 15 of each year (the "Reporting Date"),
commencing May 15, 2000, the Indenture Trustee shall mail to all Bondholders as
described in TIA ss. 313(c), a brief report, dated as of such Reporting Date
with respect to such Bonds, that complies with TIA ss. 313(a) (but if no event
set forth in TIA ss. 313(a) has occurred, the Indenture Trustee shall not be
required to deliver such report). The Indenture Trustee shall also mail to all
such Bondholders any reports required by TIA ss. 313(b). For purposes of the
information required to be included in such reports pursuant to TIA xx.xx.
313(a)(3) or 313(b)(2), the principal amount of "indenture securities"
outstanding on the date as of which such information is provided shall be the
aggregate Bond Principal Amount of Outstanding Bonds covered by the report.
(b) A copy of each report required under this Section 7.03 shall, at
the time of such transmission to Holders of the Bonds covered by such report, be
filed by the Indenture Trustee with the Commission.
Section 7.04 SEC Reporting.
Based on information furnished to it by the Master Servicer and the
Issuer (in 80 column unformatted electronic format acceptable to the Indenture
Trustee), the Indenture Trustee will prepare and file with the Commission on
Forms 8-K and 10-K (including XXXXX filings), on behalf of the Issuer, the
monthly reports, any reports provided to it by the Master Servicer in 80 column
unformatted electronic format, and any other information reports requested by
the Issuer provided to it by the Issuer in 80 column unformatted electronic
format. The Indenture Trustee shall have no responsibility to file any items
other than those specified in this Section 7.04. Prior to January 2, 2000 (and
each anniversary thereafter until directed by the Issuer to file a Form 15
delisting the transaction), the Indenture Trustee shall hire counsel selected by
the Issuer to file reports on Form 10-K on behalf of the Trust Estate for the
preceding fiscal year. Any fees and expenses incurred by the Indenture Trustee
in connection with this Section 7.04 (including reasonable attorneys' fees)
shall be reimbursed to it by the Issuer. Manually-signed copies of each report
shall be delivered to the Issuer to the attention of the Secretary (or such
other Persons as are designated in writing by the Issuer), with a copy to the
Indenture Trustee.
Section 7.05 Report by Issuer.
(a) The Issuer shall furnish to the Indenture Trustee, not less
often than annually, a certificate from the principal executive officer,
principal financial officer or principal accounting officer of the Issuer as to
such officer's knowledge of the Issuer's compliance with all conditions and
covenants of this Indenture which compliance shall be determined without regard
to any period of grace or requirement of notice provided hereunder.
(b) Unless and until changed by notice in writing from the Issuer to
the Indenture Trustee, the fiscal year of the Issuer shall end on December 31 of
each year.
Section 7.06 Statements to Bondholders.
(a) On each Payment Date, based on and to the extent of information
provided by the Servicers, the Indenture Trustee shall furnish to each
Bondholder and each Bond Owner which shall have certified to the Indenture
Trustee that it is a Bond Owner, the Issuer, each Servicer, and each Rating
Agency, the following reports setting forth certain information with respect to
the Mortgage Loans and the Bonds:
(i) a statement setting forth the following: (A) the amount of
payments, if any, made on such Payment Date to the holders of each Class of
Bonds applied to reduce the respective Bond Principal Amounts thereof; (B)
with respect to each Class of Bonds (other than the Class S, Class X and
Class H Bonds), the amount of payments allocable to interest accrued at the
respective Bond Interest Rates and the amount, if any, by which such
payment was reduced by Prepayment Interest Shortfalls, Realized Losses; (C)
the number of outstanding Mortgage Loans and the aggregate Stated Principal
Balance of the Mortgage Loans at the close of business on the last day of
the related Collection Period; (D) the number and aggregate Stated
Principal Balance of Mortgage Loans (1) delinquent one month, (2)
delinquent two months, (3) delinquent three or more months, or (4) as to
which foreclosure proceedings have commenced; (E) with respect to any REO
Property included in the Trust Estate, details pertaining to each
individual REO Property including the loan number of the related REO
Mortgage Loan, the unpaid principal balance of the related REO Mortgage
Loan (and all REO Mortgage Loans in the aggregate), the date that such
Mortgaged Property became an REO Property, the book value of such REO
Property (which will equal the unpaid principal balance of such Mortgage
Loan at the time of foreclosure) and any net income received on such REO
Property during the related Collection Period; (F) with respect to any REO
Property sold or otherwise disposed of during the related Collection
Period, the amount of sale proceeds and other amounts, if any, received in
respect of such REO Property during the related Collection Period; (G) as
to any Mortgage Loan repurchased by the Mortgage Loan Seller or Loan
Originator or otherwise liquidated during the related Collection Period,
the loan number thereof and the amount of the proceeds of such repurchase
or other liquidation; (H) the aggregate Bond Principal Amount of each Class
of Bonds before and after giving effect to the payments made on such
Payment Date; (I) the aggregate amount of unscheduled principal collections
made during the related Collection Period and the cumulative amount of such
collections including such Collection Period; (J) the Bond Interest Rate
applicable to each Class of Bonds (other than the Class S, Class X and
Class H Bonds) for such Payment Date; (K) the aggregate amount of servicing
compensation retained by or paid to each Servicer during the related
Collection Period; (L) the amount of Realized Losses, shortfalls, and/or
expenses, if any, incurred with respect to the Mortgage Loans during the
related Collection Period; (M) the aggregate amount of Advances outstanding
that have been made by each of the Servicers, the Indenture Trustee, or the
Fiscal Agent; (N) the amount of any Appraisal Reduction Amounts for the
related Collection Period, on a loan-by-loan basis; (O) the amount of
Prepayment Interest Excess and an accounting as to the manner in which the
same was allocated pursuant to this Indenture; and (P) with respect to any
Specially Serviced Mortgage Loan, the Special Servicer Report, to the
extent such report is delivered to the Indenture Trustee by the Special
Servicer. In the case of information pursuant to subclasses (A), (B) and
(H) above, the amounts shall be expressed in the aggregate for all Bonds
and in amounts allocable per $1,000 of Bond denomination.
(ii) A report containing information regarding the Mortgage Loans as
of the end of the related Collection Period, which report shall contain
substantially the categories of information regarding the Mortgage Loans
set forth in the Prospectus Supplement prepared in connection with the
initial offering of the Bonds in the tables under the caption "Description
of the Mortgage Pool -- Certain Characteristics of the Mortgage Loans"
(calculated where applicable on the basis of the most recent relevant
information provided by the Mortgagors to the Servicers and by the
Servicers to the Indenture Trustee) and such information shall be presented
in a tabular format substantially similar to the format utilized in the
Prospectus Supplement under such caption.
(iii) Other reports containing loan-by-loan information relating to
Mortgage Loans that (A) have not made the most recent Monthly Payment then
due, (B) have been classified as Specially Serviced Mortgage Loans or (C)
that have experienced a Realized Loss.
The Indenture Trustee shall make the foregoing reports accessible
via automated facsimile by placing a telephone call to (000) 000-0000 and
following the voice commands to request "statement number 370." Account numbers
on the ASAP System may be obtained by calling the same telephone number and
following the voice prompts for obtaining account numbers, or by calling (800)
246-5761. The Indenture Trustee may make available through its electronic
bulletin board system, on a confidential basis, certain information related to
the Mortgage Loans. The bulletin board may be accessed by calling (714)
282-3990. Investors that have an account on the bulletin board may retrieve the
loan level data file for each transaction in the directory. Certain information
regarding the Mortgage Loans shall be made available at the website maintained
by the Indenture Trustee at "xxx.xxxxxx.xxx."
(b) The Indenture Trustee shall mail or otherwise provide to any
Person requesting a copy of the reports delivered to Bondholders pursuant to the
first paragraph of clause (a) above, a copy of such reports. The Indenture
Trustee shall be entitled to charge such Person a nominal fee to cover the cost
of such mailing.
(c) The Indenture Trustee is hereby authorized to furnish to the
Rating Agencies, the Bondholders and/or to the public any other information
(such other information, collectively, "Additional Information") with respect to
the Mortgage Loans, any Mortgaged Property or the Issuer as may be provided to
it by the Issuer, the Master Servicer or Special Servicer or gathered by it in
any investigation or other manner from time to time, provided that (A) any such
Additional Information shall only be furnished with the consent or at the
request of the Issuer, (B) the Indenture Trustee shall be entitled to indicate
the source of all information furnished by it and the Indenture Trustee may
affix thereto any disclaimer it deems appropriate in its sole discretion
(including any warnings as to the confidential nature and/or the uses of such
information as it may, in its sole discretion, determine appropriate), (C) the
Indenture Trustee shall be entitled (but not obligated) to require payment from
each recipient of a reasonable fee for, and its out-of-pocket expenses incurred
in connection with, the collection, assembly, reproduction or delivery of any
such Additional Information and (D) the Indenture Trustee shall be entitled to
distribute or make available such information in accordance with such reasonable
rules and procedures as it may deem necessary or appropriate (which may include
the requirement that an agreement executed by the recipient that provides such
information shall be used solely for purposes of evaluating the investment
characteristics or valuation of the Bonds). Nothing herein shall be construed to
impose upon the Indenture Trustee any obligation or duty to furnish or
distribute any Additional Information to any Person in any instance, and the
Indenture Trustee shall neither have any liability for furnishing nor for
refraining from furnishing Additional Information in any instance. The Indenture
Trustee shall be entitled (but not required) to require that any consent,
direction or request given to it pursuant to this Section 7.06 be made in
writing.
Furthermore, the Indenture Trustee will supply to any Bondholder so
requesting by telephone the Bond Interest Rates on any Class of Bonds (other
than the Class S, Class X and Class H Bonds) for the current and the immediately
preceding Interest Accrual Periods.
(d) The Retained Public Bonds and the Private Bonds will not be
treated as issued for purposes of federal income tax information reporting of
interest and original issue discount until such Bonds are sold to a Person other
than the Mortgage Loan Seller or a wholly-owned Affiliate of the Mortgage Loan
Seller and any original issue discount with respect to such Bonds shall be
determined only upon such a sale.
ARTICLE VIII
ACCOUNTS, DISBURSEMENTS AND RELEASES
Section 8.01 Payment Account.
(a) On or prior to the date hereof, the Indenture Trustee shall
establish (and, at all times thereafter, the Indenture Trustee shall maintain)
the Payment Account for the Bonds. The Payment Account shall consist solely of
one or more Eligible Accounts established and maintained in the name of the
Indenture Trustee (in such capacity) and, in each case, bearing a designation
clearly indicating that such account and all funds deposited therein are held
for the exclusive benefit of the Bondholders and, subject to the lien of this
Indenture, the Issuer.
The Indenture Trustee shall deposit or cause to be deposited in the
Payment Account, upon receipt, any and all amounts in respect of the Mortgage
Collateral remitted or advanced under the Servicing Agreement from time to time
except as provided in this Indenture. The Indenture Trustee, in accordance with
the terms of this Indenture, shall have exclusive control and sole right of
withdrawal with respect to the Payment Account. Funds in the Payment Account
shall not be commingled with any other monies. All monies deposited from time to
time in the Payment Account shall be held by and under the control of the
Indenture Trustee in the Payment Account for the benefit of the Bondholders and
the Issuer as herein provided. Amounts on deposit in the Payment Account shall
not be invested.
All amounts on deposit in the Payment Account shall be held
uninvested.
(b) Unless the Bonds have been declared due and payable pursuant to
Section 5.02 and payments and other collections from the Trust Estate are being
applied pursuant to Section 5.06, the Indenture Trustee is authorized to make
withdrawals from the Payment Account (the order set forth hereafter not
constituting an order of priority for such withdrawals) (i) to make payments on
the Bonds as provided herein, (ii) to pay Administrative Expenses and Additional
Expenses in respect of the Issuer or the Trust Estate, and (iii) to withdraw any
amounts deposited in the Payment Account in error.
Section 8.02 Other Accounts.
As and when required by the Servicing Agreement, the Issuer, the
Indenture Trustee and the Paying Agent, as applicable, shall establish and
maintain such other Accounts (in addition to the Payment Account) in respect of
the Bonds as are specified by, and in such manner and amounts and with such
depository institutions as are specified in, the Servicing Agreement. Deposits
to and disbursements from such other Accounts, and investments of amounts held
therein from time to time, shall be made as provided in the Servicing Agreement.
Section 8.03 Release of Trust Estate.
(a) Subject to the payment of the Indenture Trustee's fees and
expenses pursuant to Section 6.07 and to the payment of any other Administrative
Expenses, Servicing Expenses or Additional Expenses, the Indenture Trustee may
(subject to this Section 8.03), and when required by the provisions of this
Indenture shall, execute instruments prepared by the Issuer and reasonably
satisfactory to the Indenture Trustee to release property, securities or funds
constituting part of the Trust Estate from the lien of this Indenture, or convey
the Indenture Trustee's interest in the same, in a manner and under
circumstances which are not inconsistent with the provisions of this Indenture.
No party relying upon an instrument executed by the Indenture Trustee as
provided in this Article VIII shall be bound to ascertain the Indenture
Trustee's authority, inquire into the satisfaction of any conditions precedent
or see to the application of any monies.
(b) The Indenture Trustee shall, at such time as there are no Bonds
Outstanding, and all sums due the Indenture Trustee pursuant to Section 6.07
have been paid, release any remaining portion of the Trust Estate from the lien
of this Indenture and release any funds then on deposit in any Account.
(c) Without restricting any other provision hereof regarding the
release of property, securities or funds, the Indenture Trustee shall release
property from the lien of this Indenture pursuant to this Section 8.03 only upon
receipt of an Issuer Order accompanied by an Officer's Certificate, an Opinion
of Counsel and a certificate or opinion from an Accountant, in accordance with
TIA ss. 314(c) and meeting the applicable requirements of Section 14.01(a).
(d) Upon any release of property, securities or funds in accordance
with this Section 8.03, the Indenture Trustee shall automatically be released of
any obligations and responsibilities with respect to the property, securities
and funds so released (including being released from the claims of any Person
against such property, securities or funds released).
Section 8.04 Opinion of Counsel.
The Indenture Trustee shall receive at least seven (7) days notice
when requested by the Issuer to take any action pursuant to Section 8.03(a),
accompanied by copies of any instruments involved, and the Indenture Trustee
shall also require, as a condition to such action, an Opinion of Counsel, in
form and substance satisfactory to the Indenture Trustee, stating the legal
effect of any such action, outlining the steps required to complete the same,
and concluding that all conditions precedent to the taking of such action have
been complied with and such action will not materially and adversely impair the
security for the Bonds or the rights of the Holders of such Bond in
contravention of the provisions of this Indenture; provided, however, that such
Opinion of Counsel shall not be required to express an opinion as to the fair
value of the Trust Estate. Counsel rendering any such opinion may rely, without
independent investigation, on the accuracy and validity of any certificate or
other instrument delivered to the Indenture Trustee in connection with any such
action.
ARTICLE IX
SUPPLEMENTAL INDENTURES
Section 9.01 Supplemental Indentures Without Consent of Bondholders.
Without the consent of any Bondholders, the parties hereto at any
time and from time to time, may amend this Indenture or enter into one or more
indentures supplemental hereto, for any of the following purposes:
(i) to correct and amplify the description of any property at any
time subject to the lien of this Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to be
subjected to the lien of this Indenture, or to subject additional property
to the lien of this Indenture;
(ii) to add to the limitations and restrictions on the authorized
amount, terms and purposes of the issuance, authentication and delivery of
any Bonds, as herein set forth, additional limitations and restrictions
thereafter to be observed;
(iii) to evidence the succession, in compliance with the applicable
provisions herein, of another person to the Issuer, and the assumption by
any such successor of the covenants of the Issuer contained herein and in
the Bonds;
(iv) to add to the covenants of the Issuer or the Indenture Trustee,
for the benefit of the Holders, or to surrender any right or power herein
conferred upon the Issuer;
(v) to convey, transfer, assign, mortgage or pledge any property to
or with the Indenture Trustee;
(vi) to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provisions
herein, or to amend any other provisions with respect to matters or
questions arising under this Indenture, provided that such action shall not
materially and adversely affect the interests of any of the Holders of the
Bonds, as evidenced by an Opinion of Counsel or by written confirmation
from the Ratings Agencies that such supplement will not cause an Adverse
Rating Event;
(vii) to evidence and provide for the acceptance of appointment
hereunder by a successor trustee and to add to or change any of the
provisions of this Indenture as shall be necessary to facilitate the
administration of the trusts hereunder by more than one trustee, pursuant
to the requirements of Section 6.10 or 6.13; or (viii) to modify this
Indenture to the extent necessary to effect the Indenture Trustee's
qualification under the Trust Indenture Act or to comply with the
requirements of the Trust Indenture Act.
The Indenture Trustee is hereby authorized to join in the execution
of any such amendment or supplemental indenture and to make any further
appropriate agreements and stipulations which may be therein contained or
required. In connection with any such amendment or supplemental indenture, the
Issuer shall furnish to the Indenture Trustee an Opinion of Counsel generally to
the effect that (i) such amendment is permitted pursuant to this Section 9.01
and (ii) such amendment will not adversely affect the federal income tax status
of the Issuer or of the Trust Estate. The Indenture Trustee may, in its
discretion, elect not to join in the execution of any amendment or supplemental
indenture if it determines that any such amendment or supplemental indenture
materially and adversely affects the rights, duties, liabilities and immunities
of the Indenture Trustee.
Section 9.02 Supplemental Indentures With Consent of Bondholders.
With the consent of the Holders of Bonds representing more than 50%
of the Voting Rights of each Class of Bonds, the Issuer and the Indenture
Trustee may amend this Indenture or enter into one or more indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture with respect
to such Bonds or of modifying in any manner the rights of the Bondholders under
this Indenture; provided that no such amendment or supplemental indenture shall,
without the consent of the Holder of each Outstanding Bond affected thereby:
(i) change the date of payment of any installment of principal of or
interest on, or any other amount payable to, any Bond, or reduce the Bond
Principal Amount thereof, the Bond Interest Rate thereon or the Redemption
Price with respect thereto, change the provisions of this Indenture
relating to the application of payments, collections and/or distributions
on, or the proceeds of the sale of, the Trust Estate to payments of
principal of or interest on, or any other amount payable to, any Bonds or
change any place of payment where, or the coin or currency in which, any
Bond or the interest or thereon is payable, or impair the right to
institute suit for the enforcement of the provisions of this Indenture
requiring the application of funds available therefor, as provided in
Article V, to the payment of any such amount due on any Bond on or after
the respective due dates thereof (or, in the case of redemption, on or
after the applicable Redemption Date);
(ii) reduce the percentage of the Voting Rights allocated to, or the
percentage of the aggregate Bond Principal Amount of, any Class, the
consent of the Holders of Bonds representing which is required for the
execution of any such supplemental indenture, or the consent of the Holders
of Bonds representing which is required for any waiver of compliance with
certain provisions of this Indenture or certain defaults hereunder and
their consequences provided for in this Indenture;
(iii) modify or alter the provisions of the proviso to the
definition of the term "Outstanding";
(iv) reduce the percentage of the Voting Rights allocated to, or the
percentage of the aggregate Bond Principal Amount of, any Class of Bonds,
the consent or direction of the Holders of Bonds representing which is
required to allow or direct the Indenture Trustee to sell or liquidate the
Trust Estate pursuant to Section 5.04 or Section 5.12;
(v) modify any provision of this Section 9.02, except to increase
any percentage specified herein or to provide that certain additional
provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Bond affected thereby;
(vi) modify any of the provisions of this Indenture in such manner
as to affect the calculation of the amount of any payment of interest or
principal or any other amount due on any Bond on any Payment Date
(including the calculation of any of the individual components of such
calculation) or to affect the rights of the Holders of Bonds to the benefit
of any provisions for the mandatory redemption of the Bonds contained
herein; or
(vii) permit the creation of any lien ranking prior to or on a
parity with the lien of this Indenture with respect to any part of the
Trust Estate or terminate the lien of this Indenture on any property at any
time subject hereto or deprive the Holder of any Bond of the security
afforded by the lien of this Indenture, except as otherwise expressly
permitted hereby.
It shall not be necessary for the consent of Bondholders under this
Section 9.02 to approve the particular form of any proposed amendment or
supplemental indenture, but it shall be sufficient if such consent shall approve
the substance thereof.
For purposes of giving the consents contemplated by this Section
9.02, Bonds held by the Issuer, the Depositor and any Affiliate thereof will be
given the same regard as Bonds held by any other Person.
Section 9.03 Reserved.
Section 9.04 Delivery of Supplements and Amendments.
Promptly after the execution by the Issuer and the Indenture Trustee
of any supplemental indenture or amendment pursuant to the provisions hereof,
the Indenture Trustee, at the expense of the Issuer payable out of the Trust
Estate pursuant to Section 6.07, shall mail, first class postage prepaid, to
each Holder of Bonds to which such supplemental indenture or amendment relates a
notice setting forth in general terms the substance of such supplemental
indenture or amendment. Any failure of the Indenture Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture or amendment. Section 9.05
Execution of Supplemental Indentures.
In executing, or permitting the additional trusts created by, any
amendment or supplemental indenture permitted by this Article IX or in accepting
the modifications thereby of the trusts created by this Indenture, the Indenture
Trustee shall be entitled to receive, at the Issuer's expense payable out of the
Trust Estate pursuant to Section 6.07, and subject to Sections 6.01 and 6.03,
shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such amendment or supplemental indenture is authorized or permitted
by this Indenture. The Indenture Trustee may, but shall not be obligated to,
enter into any such amendment or supplemental indenture that affects the
Indenture Trustee's own rights, duties or immunities under this Indenture or
otherwise.
Section 9.06 Effect of Supplemental Indentures.
Upon the execution of any amendment or supplemental indenture
pursuant to the provisions hereof, this Indenture shall be and shall be deemed
to be modified and amended in accordance therewith, and the respective rights,
limitations of rights, obligations, duties, liabilities and immunities under
this Indenture of the Indenture Trustee, the Issuer and the Holders of the Bonds
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such amendment or supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.
Section 9.07 Conformity with Trust Indenture Act.
Every amendment and supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall then be required to be qualified under
the Trust Indenture Act as evidenced by an Opinion of Counsel delivered to the
Indenture Trustee at the expense of the Issuer.
Section 9.08 Reference in Bonds to Supplemental Indentures.
Bonds authenticated and delivered after the execution of any
amendment or supplemental indenture pursuant to this Article IX may, and if
required by the Indenture Trustee shall, bear a notation in form approved by the
Indenture Trustee as to any matter provided for in such amendment or
supplemental indenture that affects such Bonds. If the Issuer or the Indenture
Trustee shall so determine, new Bonds so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such amendment or supplemental
indenture shall be prepared by the Indenture Trustee, executed by the Issuer and
authenticated and delivered by the Indenture Trustee in exchange for Outstanding
Bonds affected by such amendment or supplemental indenture.
ARTICLE X
PAYMENTS
Section 10.01 Payment of Principal and Interest.
(a) All payments of interest and principal and any other amounts
made with respect to any Class of Bonds will be allocated pro rata among the
Outstanding Bonds of such Class based on the respective Bond Principal Amounts
thereof.
(b) On each Payment Date, and after making any payments pursuant to
Section 3.10 of this Indenture, unless the Bonds have been declared due and
payable pursuant to Section 5.02 and payments and other collections from the
Trust Estate are being applied pursuant to Section 5.06, the Indenture Trustee
shall withdraw from the Payment Account and apply the Available Payment Amount
for such Payment Date among the respective Classes of Bondholders and the
Ownership Certificateholder for the following purposes and in the following
order of priority, in each case to the extent of remaining funds:
(i) to (A) the Holders of the Class A-1 and Class A-2 Bonds in
respect of interest, up to an amount equal to all Accrued Bond Interest in
respect of each such Class of Bonds for the related Interest Accrual Period
and, to the extent not previously paid, for all prior Interest Accrual
Periods, together with interest on such previously unpaid Accrued Bond
Interest (to the extent permitted by applicable Law) at the applicable Bond
Interest Rate and (B) the Holders of the Class S Bonds, the Class S
Distributable Amount for such Payment Date, pro rata, with respect to the
Class A-1, Class A-2 and Class S Bonds, based on their entitlements to such
amounts;
(ii) to the Holders of the Class A-1 and Class A-2 Bonds,
sequentially in respect of principal, up to an amount equal to the lesser
of (A) the then aggregate Bond Principal Amount of the Class A-1 and/or
Class A-2 Bonds then entitled to receive principal and (B) the Principal
Payment Amount for such Payment Date; provided, that, if the aggregate
Stated Principal Balance of the Mortgage Loans is less than or equal to the
aggregate Outstanding Bond Principal Amount of the Class A-1 and Class A-2
Bonds immediately prior to such Payment Date, such principal will be paid
to the Holders of the Class A-1 and Class A-2 Bonds, pro rata, based on
their aggregate Bond Principal Amounts;
(iii) to the Holders of the Class A-3 Bonds in respect of interest,
up to an amount equal to all Accrued Bond Interest in respect of such Class
of Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate;
(iv) after the aggregate Bond Principal Amount of the Class A-1 and
Class A-2 Bonds has been reduced to zero, to the Holders of the Class A-3
Bonds in respect of principal, up to an amount equal to the lesser of (A)
the then aggregate Bond Principal Amount of the Class A-3 Bonds and (B) the
excess, if any, of the Principal Payment Amount for such Payment Date over
any amounts paid as principal on such Payment Date on the Class A-1 and
Class A-2 Bonds pursuant to clause (ii) above;
(v) to the Holders of the Class B Bonds in respect of interest, up
to an amount equal to all Accrued Bond Interest in respect of such Class of
Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate;
(vi) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2 and Class A-3 Bonds has been reduced to zero, to the Holders of
the Class B Bonds in respect of principal, up to an amount equal to the
lesser of (A) the then aggregate Bond Principal Amount of the Class B Bonds
and (B) the excess, if any, of the Principal Payment Amount for such
Payment Date over any amounts paid as principal on such Payment Date on the
Class A-1, Class A-2 and Class A-3 Bonds pursuant to clauses (ii) and (iv)
above;
(vii) to the Holders of the Class C Bonds in respect of interest, up
to an amount equal to all Accrued Bond Interest in respect of such Class of
Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate;
(viii) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2, Class A-3 and Class B Bonds has been reduced to zero, to the
Holders of the Class C Bonds in respect of principal, up to an amount equal
to the lesser of (A) the then aggregate Bond Principal Amount of the Class
C Bonds and (B) the excess, if any, of the Principal Payment Amount for
such Payment Date over any amounts paid as principal on such Payment Date
on the Class A-1, Class A-2, Class A-3 and Class B Bonds pursuant to
clauses (ii), (iv) and (vi) above;
(ix) to (A) the Holders of the Class D Bonds in respect of interest,
up to an amount equal to all Accrued Bond Interest in respect of such Class
of Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate and (B)
the Holders of the Class X Bonds, the Class X Distributable Amount for such
Payment Date, pro rata with respect to the Class D and Class X Bonds, based
on their entitlements to such amounts;
(x) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2, Class A-3, Class B and Class C Bonds has been reduced to zero,
to the Holders of the Class D Bonds in respect of principal, up to an
amount equal to the lesser of (A) the then aggregate Bond Principal Amount
of the Class D Bonds and (B) the excess, if any, of the Principal Payment
Amount for such Payment Date over any amounts paid as principal on such
Payment Date on the Class A-1, Class A-2, Class A-3, Class B and Class C
Bonds pursuant to clauses (ii), (iv), (vi) and (viii) above;
(xi) to the Holders of the Class E Bonds in respect of interest, up
to an amount equal to all Accrued Bond Interest in respect of such Class of
Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate;
(xii) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2, Class A-3, Class B, Class C and Class D Bonds has been reduced
to zero, to the Holders of the Class E Bonds in respect of principal, up to
an amount equal to the lesser of (A) the then aggregate Bond Principal
Amount of the Class E Bonds and (B) the excess, if any, of the Principal
Payment Amount for such Payment Date over any amounts paid as principal on
such Payment Date on the Class A-1, Class A-2, Class A-3, Class B, Class C
and Class D Bonds pursuant to clauses (ii), (iv), (vi), (viii) and (x)
above;
(xiii) to (A) the Holders of the Class A-1 and Class A-2 Bonds, the
LIBOR Deficiency Amount for such Payment Date for each such Class, if any,
and to the extent not previously paid, for all prior Payment Dates,
together with interest on such previously unpaid LIBOR Deficiency Amounts
(to the extent permitted by applicable Law) at the applicable Bond Interest
Rate and (B) the Holders of the Class S Bonds, the sum of (1) the Class S
Shortfall for such Payment Date, if any, and to the extent not previously
paid, for all prior Payment Dates, together with interest on such
previously unpaid Class S Shortfalls (to the extent permitted by applicable
Law) at the Class S Rate and (2) if the Bonds are the subject of optional
redemption pursuant to Section 11.01 of this Indenture on such Payment
Date, the Class S Early Termination Amount, if any, pro rata, with respect
to the Class A-1, Class A-2 and Class S Bonds, based on their entitlements
to such amounts;
(xiv) to the Holders of the Class A-3, Class B, Class C, Class D and
Class E Bonds, in that order, the LIBOR Deficiency Amount for such Payment
Date for each such Class, if any, and to the extent not previously paid,
for all prior Payment Dates, together with interest on such previously
unpaid LIBOR Deficiency Amounts (to the extent permitted by applicable Law)
at the applicable Bond Interest Rate;
(xv) to the Holders of the Class F Bonds in respect of interest, up
to an amount equal to all Accrued Bond Interest in respect of such Class of
Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate;
(xvi) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2, Class A-3, Class B, Class C, Class D and Class E Bonds has been
reduced to zero, to the Holders of the Class F Bonds in respect of
principal, up to an amount equal to the lesser of (A) the then aggregate
Bond Principal Amount of the Class F Bonds and (B) the excess, if any, of
the Principal Payment Amount for such Payment Date over any amounts paid as
principal on such Payment Date on the Class A-1, Class A-2, Class A-3,
Class B, Class C, Class D and Class E Bonds pursuant to clauses (ii), (iv),
(vi), (viii), (x) and (xii) above;
(xvii) to the Holders of the Class G Bonds in respect of interest,
up to an amount equal to all Accrued Bond Interest in respect of such Class
of Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate;
(xviii) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2, Class A-3, Class B, Class C, Class D, Class E and Class F Bonds
has been reduced to zero, to the Holders of the Class G Bonds in respect of
principal, up to an amount equal to the lesser of (A) the then aggregate
Bond Principal Amount of the Class G Bonds and (B) the excess, if any, of
the Principal Payment Amount for such Payment Date over any amounts paid as
principal on such Payment Date on the Class A-1, Class A-2, Class A-3,
Class B, Class C, Class D, Class E and Class F Bonds pursuant to clauses
(ii), (iv), (vi), (viii), (x), (xii) and (xvi) above;
(xix) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2, Class A-3, Class B, Class C, Class D, Class E, Class F and Class
G Bonds has been reduced to zero, to the Holders of the Class H Bonds in
respect of principal, up to an amount equal to the lesser of (A) the then
aggregate Bond Principal Amount of the Class H Bonds and (B) the excess, if
any, of the Principal Payment Amount for such Payment Date over any amounts
paid as principal on such Payment Date 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 pursuant
to clauses (ii), (iv), (vi), (viii), (x), (xii), (xvi) and (xviii) above;
(xx) to the Holders of the Class X Bonds, the sum of (A) the Class X
Shortfall for such Payment Date, if any, and to the extent not previously
paid, for all prior Payment Dates, together with interest on such
previously unpaid Class X Shortfalls (to the extent permitted by applicable
Law) at the Class X Rate and (B) if the Bonds are the subject of optional
redemption pursuant to Section 11.01 of this Indenture on such Payment
Date, the Class X Early Termination Amount, if any; and
(xxi) to or at the direction of the Ownership Certificateholder in
respect of the Issuer's Equity, any remaining portion of the Available
Payment Amount for such Payment Date.
(c) If the Bonds have been declared due and payable pursuant to
Section 5.02 and payments and other collections from the Trust Estate are to be
applied pursuant to Section 5.06, then the portion of such payments and other
collections allocable to make payments on the Bonds on each Payment Date shall
be applied among the respective Classes of Bondholders and the Ownership
Certificateholder for the following purposes and in the following order of
priority, in each case to the extent of remaining funds:
(i) to (A) the Holders of the Class A-1 and Class A-2 Bonds, in
respect of interest, up to an amount equal to all Accrued Bond Interest in
respect of each such Class of Bonds for the related Interest Accrual Period
and, to the extent not previously paid, for all prior Interest Accrual
Periods, together with interest on such previously unpaid Accrued Bond
Interest (to the extent permitted by applicable Law) at the applicable Bond
Interest Rate, and (B) the Holders of the Class S Bonds, the Class S
Distributable Amount, pro rata with respect to the Class A-1, Class A-2 and
Class S Bonds in accordance with their entitlements to such amounts;
(ii) to the Holders of the Class A-1 and Class A-2 Bonds, pro rata
in respect of principal, based on their respective aggregate Bond Principal
Amounts, until the aggregate Bond Principal Amount of such Bonds is reduced
to zero;
(iii) to the Holders of the Class A-3 Bonds in respect of interest,
up to an amount equal to all Accrued Bond Interest in respect of such Class
of Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate;
(iv) after the aggregate Bond Principal Amount of the Class A-1 and
Class A-2 Bonds has been reduced to zero, to the Holders of the Class A-3
Bonds in respect of principal, until the aggregate Bond Principal Amount of
the Class A-3 Bonds is reduced to zero;
(v) to the Holders of the Class B Bonds in respect of interest, up
to an amount equal to all Accrued Bond Interest in respect of such Class of
Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate;
(vi) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2 and Class A-3 Bonds has been reduced to zero, to the Holders of
the Class B Bonds in respect of principal, until the aggregate Bond
Principal Amount of the Class B Bonds is reduced to zero;
(vii) to the Holders of the Class C Bonds in respect of interest, up
to an amount equal to all Accrued Bond Interest in respect of such Class of
Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate;
(viii) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2, Class A-3 and Class B Bonds has been reduced to zero, to the
Holders of the Class C Bonds in respect of principal, until the aggregate
Bond Principal Amount of the Class C Bonds is reduced to zero;
(ix) to (A) the Holders of the Class D Bonds in respect of interest,
up to an amount equal to all Accrued Bond Interest in respect of such Class
of Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate and (B)
the Holders of the Class X Bonds, the Class X Distributable Amount, pro
rata with respect to the Class D and Class X Bonds in accordance with their
entitlements to such amounts;
(x) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2, Class A-3, Class B and Class C Bonds has been reduced to zero,
to the Holders of the Class D Bonds in respect of principal, until the
aggregate Bond Principal Amount of the Class D Bonds is reduced to zero;
(xi) to the Holders of the Class E Bonds in respect of interest, up
to an amount equal to all Accrued Bond Interest in respect of such Class of
Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate;
(xii) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2, Class A-3, Class B, Class C and Class D Bonds has been reduced
to zero, to the Holders of the Class E Bonds in respect of principal, until
the aggregate Bond Principal Amount of the Class E Bonds is reduced to
zero;
(xiii) to (A) the Holders of the Class A-1 and Class A-2 Bonds, the
LIBOR Deficiency Amount for such Payment Date for each such Class, if any,
and to the extent not previously paid, for all prior Payment Dates,
together with interest on such previously unpaid LIBOR Deficiency Amounts
(to the extent permitted by applicable Law) at the applicable Bond Interest
Rate, and (B) the Holders of the Class S Bonds, the sum of (1) the Class S
Shortfall for such Payment Date, if any, and to the extent not previously
paid, for all prior Payment Dates, together with interest on such unpaid
Class S Shortfalls (to the extent permitted by applicable Law) at the Class
S Rate and (2) the Class S Early Termination Amount, if any, pro rata with
respect to the Class A-1, Class A-2 and Class S Bonds in accordance with
their entitlements to such amounts;
(xiv) to the Holders of the Class A-3, Class B, Class C, Class D and
Class E Bonds, in that order, the LIBOR Deficiency Amount, for each such
Class, if any, and to the extent not previously paid, for all prior Payment
Dates, together with interest on such unpaid LIBOR Deficiency Amounts (to
the extent permitted by applicable Law) at the applicable Bond Interest
Rate;
(xv) to the Holders of the Class F Bonds in respect of interest, up
to an amount equal to all Accrued Bond Interest in respect of such Class of
Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate;
(xvi) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2, Class A-3, Class B, Class C, Class D and Class E Bonds has been
reduced to zero and the Class S Bonds have been retired, to the Holders of
the Class F Bonds in respect of principal, until the aggregate Bond
Principal Amount of the Class F Bonds is reduced to zero;
(xvii) to the Holders of the Class G Bonds in respect of interest,
up to an amount equal to all Accrued Bond Interest in respect of such Class
of Bonds for the related Interest Accrual Period and, to the extent not
previously paid, for all prior Interest Accrual Periods, together with
interest on such previously unpaid Accrued Bond Interest (to the extent
permitted by applicable Law) at the applicable Bond Interest Rate;
(xviii) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2, Class A-3, Class B, Class C, Class D, Class E and Class F Bonds
has been reduced to zero and the Class S Bonds have been retired, to the
Holders of the Class G Bonds in respect of principal, until the aggregate
Bond Principal Amount of the Class G Bonds is reduced to zero;
(xix) after the aggregate Bond Principal Amount of the Class A-1,
Class A-2, Class A-3, Class B, Class C, Class D, Class E, Class F and Class
G Bonds has been reduced to zero and the Class S Bonds have been retired,
to the Holders of the Class H Bonds in respect of principal, until the
aggregate Bond Principal Amount of the Class H Bonds is reduced to zero;
(xx) to the Holders of the Class X Bonds, the sum of (A) the Class X
Shortfall for such Payment Date, if any, and to the extent not previously
paid, for all prior Payment Dates, together with interest on such
previously unpaid Class X Shortfalls (to the extent permitted by applicable
Law) at the Class X Rate and (B) the Class X Early Termination Amount, if
any; and
(xxi) after the aggregate Bond Principal Amount of all the Bonds
(other than the Class S and Class X Bonds) has been reduced to zero, and
the Class S and Class X Bonds have been retired, to or at the direction of
the Ownership Certificateholder in respect of the Issuer's Equity, any
remaining funds.
(d) Until such time as the Indenture Trustee receives contrary
instructions from the Owner Trustee in writing, the Indenture Trustee is hereby
authorized and agrees to make all payments that are to be made to or at the
direction of the Issuer pursuant to either of subsections (b) or (c) of this
Section 10.01 or pursuant to Section 5.06 directly to the Mortgage Loan Seller
as the sole holder of all the Ownership Certificates, by wire transfer in
accordance with written wiring instructions provided by the Depositor. This
Section 10.01(d) shall constitute a direction made by the Owner Trustee in
accordance with Section 4.2 of the Deposit Trust Agreement, and all payments
made pursuant to this Section 10.01(d) shall constitute distributions made
pursuant to Section 4.1(b) of the Deposit Trust Agreement. The Indenture Trustee
agrees to accept and act in accordance with such alternative payment
instructions to a single account with respect to monies payable to or at the
direction of the Ownership Certificateholder as the Owner Trustee or the
Ownership Certificateholder shall provide in writing no less than five (5)
Business Days prior to the related Payment Date. In connection with making any
payments pursuant to this Section 10.01(d), the Indenture Trustee shall promptly
provide to the Owner Trustee and the Administrator by facsimile transmission and
first-class mail, postage prepaid, a written statement detailing the amounts so
paid.
(e) Subject to Section 2.07(f), the Issuer shall duly and punctually
pay the principal of and interest on and other amounts payable in respect of the
Bonds in accordance with the terms of the Bonds and this Indenture. Amounts
properly withheld under the Code by any Person from a payment to any Bondholder
of interest or principal shall be considered as having been paid by the Issuer
to such Bondholder for all purposes of this Indenture.
ARTICLE XI
OPTIONAL REDEMPTION OF BONDS BY THE OWNERSHIP CERTIFICATEHOLDER
Section 11.01 Optional Redemption by the Ownership
Certificateholder.
(a) Provided that no Issuer Event of Default has occurred and is
continuing, on any Payment Date as of which the aggregate Stated Principal
Balance of the Mortgage Loans is less than 15% of the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-Off Date, the Ownership
Certificateholder shall have the option to purchase the assets of the Trust
Estate at the Redemption Price and thereby effect an early redemption of the
Bonds. The exercise of this option will terminate the Trust and retire the Bonds
then Outstanding. If the Ownership Certificateholder shall elect to purchase the
assets of the Trust Estate pursuant to this Section 11.01, it shall furnish
notice of such election to the Indenture Trustee not later than thirty (30) days
prior to the anticipated purchase date. All of the Outstanding Bonds shall be
due and payable on the Redemption Date and the Indenture Trustee shall furnish a
notice complying with Section 11.02 to each Holder of the Class or Classes being
called for redemption pursuant to this Section 11.01. The Ownership
Certificateholder's option to purchase the assets of the Trust Estate shall be
evidenced by an Issuer Order directing the Indenture Trustee to permit the
Ownership Certificateholder to purchase such assets of the Trust Estate and
thereby cause a redemption of the Bonds on the Redemption Date and at the
Redemption Price specified in such Issuer Order.
(b) In the case of a redemption pursuant to this Section 11.01, on
or before the Remittance Date preceding the related Redemption Date, the
Ownership Certificateholder, at the instruction of the Indenture Trustee, shall
deposit into the Payment Account an amount equal to the Redemption Price for the
Mortgage Loans to be purchased.
(c) On any Redemption Date, following the payments to be made on
such date pursuant to Section 10.01(b), the Indenture Trustee shall withdraw
from the Payment Account and, subject to Section 2.07(d) hereof, pay, to the
extent not paid pursuant to Section 10.01(b), to the Holders of the Bonds (other
than the Class S and Class X Bonds) to be redeemed the remaining Bond Principal
Amount thereof, together with any unpaid interest thereon and any unpaid LIBOR
Deficiency Amounts, if any, together with accrued and unpaid interest thereon
through the end of the related Interest Accrual Period, and to the Holders of
the Class S and Class X Bonds to be redeemed, the amounts specified in clause
(ii) and (iii), respectively, of the definition of "Bond Redemption Amount."
Section 11.02 Form of Optional Redemption Notice.
Notice of redemption under Section 11.01 shall be given by the
Indenture Trustee, by first-class mail, postage prepaid, mailed not less than
ten (10) days prior to the applicable Redemption Date, to each Person in whose
name a Bond to be redeemed is registered as of the close of business on the
Record Date preceding the applicable Redemption Date at such Holder's address
appearing in the Bond Register.
The notice of optional redemption shall include:
(i) the Redemption Date;
(ii) the Redemption Price; and
(iii) if Bonds of a Class are to be paid in full on a Redemption
Date, the fact of such expectation of payment in full, the place(s) where
such Bonds may be surrendered for payment of the Redemption Price (which
shall include the office or agency to be maintained as provided in Section
3.02), and that no interest shall accrue on such Bonds for any period after
the end of the Interest Accrual Period relating to such Redemption Date.
Notice of Redemption as specified herein shall be given by the
Indenture Trustee in the name of and at the expense of the Issuer. Failure to
give notice of redemption, or any defect therein, to any Holder of any Bond
selected for redemption shall not impair or affect the validity of the
redemption of any other Bond so selected.
Section 11.03 Bonds Payable on Redemption Date.
Notice of redemption having been given as provided in Section 11.02,
the Bonds to be redeemed shall, on the applicable Redemption Date, become due
and payable at the Redemption Price, and unless the Ownership Certificateholder
shall default in the payment of the Redemption Price, no interest shall accrue
on the Bond Principal Amount of such Bonds or portions thereof to be redeemed
for any period after the end of the Interest Accrual Period relating to such
Redemption Date.
ARTICLE XII
BONDHOLDERS' MEETING
Section 12.01 Purposes for Which Meetings May Be Called.
A meeting of Bondholders of any Class may be called at any time and
from time to time pursuant to the provisions of this Article XII for any of the
following purposes:
(i) to give any notice to the Issuer or to the Indenture Trustee, to
give any direction to the Indenture Trustee, to consent to the waiver of
any default hereunder and its consequences, or to take any other action
authorized to be taken by Bondholders pursuant to any of the provisions of
Article V;
(ii) to remove the Indenture Trustee and appoint a successor trustee
pursuant to the provisions of Article VI;
(iii) to consent to the execution of an amendment or amendments
hereof or to an indenture or indentures supplemental hereto pursuant to the
provisions of Article IX; or
(iv) to take any other action authorized to be taken by or on behalf
of the Holders of any Class under any other provision of this Indenture or
under applicable Law.
Section 12.02 Manner of Calling Meetings.
The Indenture Trustee may at any time call a meeting of Bondholders
of any Class to take any action specified in Section 12.01, to be held at such
time and at such place in the continental United States as the Indenture Trustee
shall determine. Notice of every meeting of the Bondholders of any Class,
setting forth the time and the place of such meeting, shall be mailed not less
than twenty (20) or more than sixty (60) days prior to the date fixed for the
meeting to each such Bondholder as provided in Section 14.05. Any failure of the
Indenture Trustee to mail notice to every Bondholder of the applicable Class or
any defect in mailing the notice shall not impair or affect the validity of the
meeting. The Indenture Trustee may fix, in advance, a date as the record date
for determining the Bondholders of the applicable Class entitled to notice of or
to vote at any such meeting not less than twenty (20) nor more than seventy-five
(75) days prior to the date fixed for such meeting.
Section 12.03 Call of Meeting by the Indenture Trustee or
Bondholders.
If, at any time, the Indenture Trustee, pursuant to an Issuer Order,
shall have been requested to call a meeting of the Bondholders of any Class, or
the Holders of Bonds representing at least 10% of the Voting Rights of any Class
shall have requested the Indenture Trustee to call a meeting of Bondholders of
such Class, to take any action authorized in Section 12.01, by written request
setting forth in reasonable detail the action proposed to be taken at such
meeting, and the Indenture Trustee shall not have mailed notice of such meeting
within fifteen (15) days after receipt of such request, then the Indenture
Trustee or the Holders of Bonds of the applicable Class representing at least
10% of the Voting Rights of such Class may determine the time and the place for
such meeting, the record date for determining the Bondholders entitled to notice
of or to vote at such meeting, and may call such meeting only to take any action
authorized in Section 12.01, by mailing notice thereof as provided in Section
12.02.
Section 12.04 Who May Attend and Vote at Meetings.
To attend and to be entitled to vote at any meeting of Bondholders a
Person shall (i) be a Holder on the applicable Record Date of one or more Bonds
of the Class with respect to which such meeting was called or (ii) be a Person
appointed by an instrument in writing as proxy by a Holder described in the
immediately preceding clause (i). The only Persons who shall be entitled to be
present or to speak at any meeting of Bondholders of any Class shall be the
Persons entitled to vote at such meeting and their counsel, and any
representatives of the Issuer and the Indenture Trustee and their counsel.
Section 12.05 Regulations May Be Made by Indenture Trustee.
Notwithstanding any other provisions of this Indenture, the
Indenture Trustee may make such reasonable regulations as it may deem advisable
for any meeting of Bondholders, in regard to proof of the appointment of
proxies, and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall deem appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Bonds shall be proved in the manner specified in
Section 14.03(a) and the appointment of any proxy shall be proved in the manner
specified in such Section 14.03; provided, however, that such regulations may
provide that written instruments appointing proxies regular on their face may be
presumed valid and genuine without the proof hereinabove or in such Section
14.03(a) specified.
The Indenture Trustee shall, by written instrument, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Indenture Trustee as a result of its receipt of an Issuer's Order or by
Bondholders as provided in Section 12.03, in which case the Indenture Trustee or
the Bondholders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman. A permanent chairman and permanent secretary of
the meeting shall be elected by majority vote (calculated in accordance with the
following paragraph) of the Persons present at the meeting and entitled to vote.
At any meeting of Holders, each Person entitled to vote at such
meeting shall be entitled to vote provided, however, that no vote shall be cast
or counted at any meeting in respect of any Bond challenged as not Outstanding
and ruled by the chairman of the meeting to be not Outstanding. The chairman of
the meeting shall have no right to vote other than by virtue of Bonds held by
him or instruments in writing as aforesaid duly designating such chairperson as
the proxy to vote on behalf of other Bondholders. Any meeting of Bondholders
duly called pursuant to the provisions of Section 12.02 or 12.03 may be
adjourned from time to time, and the meeting may be held as so adjourned without
further notice.
At any meeting of Holders, the presence of Persons holding or
representing Bonds of the applicable Class in Voting Rights sufficient to take
action upon the business for the transaction of which such meeting was called,
shall be necessary to constitute a quorum; but, if less than a quorum be
present, the Persons holding or representing Bonds of the applicable Class with
Voting Rights of more than 50% of the Voting Rights of all the Bonds of such
Class represented at the meeting may adjourn such meeting with the same effect,
for all intents and purposes, as though a quorum had been present.
Section 12.06 Manner of Voting at Meetings and Records To Be Kept.
The vote upon any matter submitted to any meeting of Bondholders
shall be by written ballots on which shall be subscribed the signatures of such
Holders or of their representatives by proxy and the serial number or numbers of
the Bonds of the applicable Class held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Bondholders shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports of
the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more Persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was mailed as provided in
Section 12.02. The record shall show the serial numbers of the Bonds voting in
favor of and against any resolutions. The record shall be signed and verified by
the affidavits of the permanent chairman and secretary of the meeting and one of
the duplicates shall be delivered to the Issuer and the other to the Indenture
Trustee to be preserved by the Indenture Trustee.
Any record so signed and verified shall be conclusive evidence of
the matters therein stated.
Section 12.07 Exercise of Rights of Indenture Trustee and
Bondholders Not to be Hindered or Delayed.
Nothing contained in this Article XII shall be deemed or construed
to authorize or permit, by reason of any call of a meeting of Bondholders or any
rights expressly or implicitly conferred hereunder to make such call, any
hindrance or delay in the exercise of any right or rights conferred upon or
reserved to the Indenture Trustee or to the Bondholders under any of the
provisions of this Indenture or of the Bonds. Any action specified in Section
12.01 may be effected by Act of the appropriate Bondholders or in any other
manner permitted hereby, without any meeting being called pursuant to this
Article XII.
ARTICLE XIII
MORTGAGE COLLATERAL AND SERVICING
Section 13.01 Delivery of Mortgage Collateral.
(a) The Indenture Trustee, by its execution and delivery of this
Indenture, acknowledges receipt by it or a Custodian on its behalf, subject to
the proviso in the definition of Mortgage Loan File, to any exceptions noted on
the Schedule of Exceptions to Mortgage Loan File Delivery attached hereto as
Exhibit C, to the provisions of Section 13.01(c) and to the further review
provided for in Section 13.01(b), of (i) the Mortgage Loan File with respect to
each Pledged Mortgage Loan, (ii) a fully executed counterpart of the Mortgage
Loan Purchase Agreement and the Warranty Agreement, and (iii) all other assets
delivered to it and included in the Trust Estate, in good faith and without
notice of any adverse claim, and declares that it or a Custodian on its behalf
holds and will hold such documents and the other documents received by it that
constitute portions of the Mortgage Loan Files, and that it holds and will hold
such other assets included in the Trust Estate, in trust for the exclusive use
and benefit of all present and future Bondholders and, subject to the lien of
this Indenture, the Issuer. In addition, the Indenture Trustee hereby certifies
to the Issuer, and for the benefit of the Bondholders that, as to each Pledged
Mortgage Loan listed on the Mortgage Loan Schedule, except as specifically
identified in the Schedule of Exceptions to Mortgage Loan File Delivery attached
hereto as Exhibit C, (i) all documents specified in clause (i) of the definition
of "Mortgage Loan File" are in its possession or the possession of a Custodian
on its behalf, (ii) all documents referred to in clause (i) of this sentence
received by it or any Custodian with respect to such Pledged Mortgage Loan have
been reviewed by it or by such Custodian on its behalf and appear regular on
their face (handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Mortgagor) and purport to relate to such
Pledged Mortgage Loan, and (iii) based on such examination and only as to the
foregoing documents, the information set forth in the Mortgage Loan Schedule
with original principal balance and Loan Maturity Date accurately reflects the
information set forth in the Mortgage Loan File.
The Indenture Trustee shall not (i) transfer legal title to, or
release from the lien of this Indenture, any of the Pledged Mortgage Loans or
any other asset constituting all or a portion of the Trust Estate (except as
expressly provided herein or permitted hereby) or (ii) permit any of the Pledged
Mortgage Loans or any other asset constituting all or a portion of the Trust
Estate to be subjected to any lien, claim or encumbrance arising by, through or
under the Indenture Trustee or any Person claiming by, through or under the
Indenture Trustee.
The Indenture Trustee shall hold that portion of the Trust Estate
delivered to the Indenture Trustee consisting of "instruments" (as such term is
defined in Section 9-105(i) of the Uniform Commercial Code as in effect in
Illinois on the date hereof) in Illinois and, except as otherwise specifically
provided in this Indenture, shall not remove such instruments from Illinois, as
applicable, unless it receives an Opinion of Counsel (obtained and delivered at
the expense of the Person requesting the removal of such instruments from
Illinois) that after such removal, the Indenture Trustee will possess a first
priority perfected security interest in such instruments.
(b) On or about the 30th day following the Closing Date (and, if any
exceptions are noted, again on or about the first anniversary of the Closing
Date), the Indenture Trustee shall, subject to Section 13.01(c), certify in
writing to the Issuer, the Master Servicer and the Special Servicer and for the
benefit of the Bondholders that, as to each Pledged Mortgage Loan listed on the
Mortgage Loan Schedule (other than any Pledged Mortgage Loan as to which a
Liquidation Event has occurred or any Pledged Mortgage Loan specifically
identified in any exception report annexed thereto as not being covered by such
certification): (i) all documents specified in clauses (i) through (v) and (vii)
of the definition of "Mortgage Loan File" are in its possession, (ii) all
documents received by it or any Custodian with respect to such Pledged Mortgage
Loan have been reviewed by it or by such Custodian on its behalf and appear
regular on their face (handwritten additions, changes or corrections shall not
constitute irregularities if initialed by the Mortgagor) and purport to relate
to such Pledged Mortgage Loan, and (iii) based on the examinations referred to
in Section 13.01(a) above and this Section 13.01(b) and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule with respect
to the original principal balance and Loan Maturity Date accurately reflects the
information set forth in the Mortgage Loan File. To the extent that the
Indenture Trustee discovers a Document Defect or a Breach as contemplated by
Section 2.02 of the Servicing Agreement, the Indenture Trustee shall provide
written notice thereof to the Master Servicer, the Mortgage Loan Seller, the
Issuer, the Depositor and the Rating Agencies.
(c) Neither the Indenture Trustee nor any Custodian is under any
duty or obligation to inspect, review or examine any of the documents,
instruments, certificates or other papers relating to the Pledged Mortgage Loans
delivered to it to determine that the same are valid, legal, effective, genuine,
enforceable, in recordable form, sufficient or appropriate for the represented
purpose or that they are other than what they purport to be on their face.
Section 13.02 Servicing and Administration of the Pledged Mortgage
Loans.
(a) The Pledged Mortgage Loans and any REO Properties acquired in
respect thereof shall be serviced and administered pursuant to the Servicing
Agreement.
(b) The Servicing Agreement, as such agreement may be amended from
time to time in accordance with the applicable provisions thereof and of this
Indenture, is in all respects ratified and confirmed.
Section 13.03 Releases of Pledged Mortgage Loans and REO Properties.
Whenever the Mortgage Loan Purchase Agreement, the Warranty
Agreement or the Servicing Agreement permits or requires the purchase, sale or
other disposition of a Pledged Mortgage Loan or any REO Property (including, a
purchase by, the Mortgage Loan Seller, the Master Servicer or the Special
Servicer), or authorizes the release thereof to the Issuer, the transfer of
legal title to such item of Mortgage Collateral and solely with respect to
Mortgage Collateral purchased by the Mortgage Loan Seller, the rights under the
Warranty Agreement with respect to such purchased Mortgage Collateral and the
release thereof from the lien of this Indenture shall be subject to Sections
8.03 and 14.01 in addition to the applicable terms and conditions of the
Mortgage Loan Purchase Agreement and/or the Servicing Agreement.
Section 13.04 Certain Designations of the Master Servicer and the
Special Servicer.
(a) To facilitate the servicing and administration of the Pledged
Mortgage Loans and any related REO Properties, the Master Servicer and the
Special Servicer each shall retain in accordance with the provisions of the
Servicing Agreement and this Indenture, all collections on the Mortgage
Collateral prior to the time the collections are required to be deposited into
the Payment Account. Solely for the limited purpose expressed in this Section
13.04(a), the Indenture Trustee hereby designates each of the Master Servicer
and the Special Servicer to act on its behalf as its agent and bailee to hold
such collections on the Mortgage Collateral until the collections are deposited
into the Payment Account. By the designation pursuant to this Section 13.04(a)
and the acceptance of such designation by each of the Master Servicer and the
Special Servicer pursuant to the Servicing Agreement, the Indenture Trustee, as
secured party, is deemed to have possession of all collections on the Mortgage
Collateral for purposes of Section 9-305 of the Uniform Commercial Code.
Furthermore, possession by the Master Servicer or the Special Servicer of a
Permitted Investment in respect of such collections, which Permitted Investment
constitutes a "certificated security," shall constitute delivery to the
Indenture Trustee for purposes of Section 8-301 of the Uniform Commercial Code.
The Indenture Trustee shall have no liability or responsibility by reason of any
act or omission of any such Person pursuant to such designation.
(b) To facilitate the servicing and administration of the Pledged
Mortgage Loans and any related REO Properties, the Master Servicer and the
Special Servicer shall each retain in accordance with the provisions of the
Servicing Agreement and this Indenture, any Mortgage Loan File or any particular
document required to be part thereof or otherwise relating to the Pledged
Mortgage Loans that may come into its or their possession. Solely for the
limited purpose expressed in this Section 13.04(b), the Indenture Trustee hereby
designates each of the Master Servicer and the Special Servicer to act on its
behalf as its bailee to hold such Mortgage Loan File or such particular Pledged
Mortgage Loan documents. By the designation made pursuant to this Section
13.04(b) and the acceptance of such designation by each of the Master Servicer
and the Special Servicer pursuant to the Servicing Agreement, the Indenture
Trustee, as a secured party, is deemed to have possession of such Mortgage Loan
File or such particular Pledged Mortgage Loan document for purposes of Section
9-305 of the Uniform Commercial Code. The Indenture Trustee shall have no
liability or responsibility by reason of any act or omission of any such Person
pursuant to such designation.
ARTICLE XIV
MISCELLANEOUS
Section 14.01 Compliance Certificates and Opinions, etc.
(a) Upon any application or request by the Issuer to the Indenture
Trustee to take any action under any provision of this Indenture, and in any
event under the circumstances provided in Sections 2.10, 4.01 and 8.03(a), the
Issuer shall furnish to the Indenture Trustee (i) an Officer's Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with, (ii) an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, and (iii) a certificate or opinion
from an Accountant stating that in the opinion of such Accountant all such
conditions precedent, if any, subject to verification by Accountants have been
complied with, and in each such case meeting the applicable requirements of this
Section 14.01(a), except that, in the case of any such application or request as
to which the furnishing of such documents is specifically required by any
provision of this Indenture, no additional certificate or opinion need be
furnished. If and for so long as this Indenture is required to be qualified
under the Trust Indenture Act, the Accountant rendering the certificate or
opinion referred to in clause (iii) of the preceding sentence shall, as and when
required by TIA ss. 314(c)(3), be an Independent Accountant selected or approved
by the Indenture Trustee in the exercise of reasonable care.
Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:
(i) a statement that each signatory of such certificate or opinion
has read or has caused to be read such covenant or condition and the
definitions herein relating thereto;
(ii) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;
(iii) a statement that, in the opinion of each such signatory, such
signatory has made such examination or investigation as is necessary to
enable such signatory to express an informed opinion as to whether or not
such covenant or condition has been complied with; and
(iv) a statement as to whether, in the opinion of each such
signatory, such condition or covenant has been complied with.
(b) If this Indenture is or is to be secured by the mortgage or
pledge of property, then (in addition to any obligation imposed in Section
14.01(a) or elsewhere in this Indenture):
(i) Whenever any property is to be released from the lien of this
Indenture, the Issuer shall furnish to the Indenture Trustee a certificate
or opinion of an engineer, appraiser or other expert in such matters (which
engineer, appraiser or other expert shall be Independent as and when
required by TIA ss. 314(d) certifying or stating the opinion of such Person
as to the fair value (within ninety (90) days of such release) of the
property or securities proposed to be released and stating that in the
opinion of such Person the proposed release will not, in contravention of
the provisions hereof, impair the security under this Indenture; and
(ii) Prior to the deposit of any property (other than Bonds and
securities secured by a lien prior to the lien of this Indenture upon
property subject to the lien of this Indenture) with the Indenture Trustee
which deposit is to be made the basis for (A) the authentication and
delivery of any Bonds, or (B) the release of any property or securities
subject to the lien of this Indenture, the Issuer shall furnish to the
Indenture Trustee a certificate or opinion of an engineer, appraiser or
other expert in such matters (which engineer, appraiser or other expert
shall be Independent as and when required by TIAss. 314(d) certifying or
stating the opinion of such Person as to the fair value (within 90 days of
such deposit) to the Issuer of the property to be so deposited and the fair
value to the Issuer of such other property as shall be required by TIAss.
314(d) to be covered by such certificate or opinion.
Section 14.02 Form of Documents Delivered to Indenture Trustee.
In any case where several matters are required to be certified by,
or covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.
Any certificate or opinion of an Authorized Officer of the Owner
Trustee on behalf of the Issuer may be based, insofar as it relates to legal
matters, upon a certificate or opinion of, or representations by, counsel,
unless such officer knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to the matters
upon which his certificate or opinion is based are erroneous. Any such
certificate of an Authorized Officer or Opinion of Counsel may be based, insofar
as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers or other individual representative of
the Owner Trustee, the Indenture Trustee, the Depositor or other appropriate
Person, stating that the information with respect to such factual matters is in
the possession of the Owner Trustee, the Indenture Trustee, the Depositor or
such other appropriate Person, unless such Authorized Officer or counsel knows,
or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters is erroneous.
Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.
Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document as a condition of the granting of such application,
or as evidence of the Issuer's compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application or
at the effective date of such certificate or report (as the case may be), of the
facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the
sufficiency of such certificate or report. The foregoing shall not, however, be
construed to affect the Indenture Trustee's right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided
in Article VI.
Section 14.03 Acts of Bondholders.
(a) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner that the Indenture Trustee
deems sufficient.
(b) The ownership of Bonds shall be proved by the Bond Register.
(c) Any request, demand, authorization, direction, notice, consent,
waiver or other action of any Holder shall bind every future Holder of the same
Bond and the Holder of every Bond issued upon the transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done, suffered or
omitted to be done by the Indenture Trustee or the Issuer in reliance thereon,
whether or not notation of such action is made upon such Bond.
Section 14.04 Notice, etc., to Indenture Trustee and Issuer.
Except as otherwise provided herein, any request, demand,
authorization, direction, notice, consent, waiver or Act of Bondholders or other
communication provided or permitted by this Indenture to be given to the
Indenture Trustee or the Issuer shall be in writing and deemed given when
delivered to:
(i) the Indenture Trustee at its Corporate Trust Office (except that
the Indenture Trustee shall not be deemed to have knowledge of any Issuer
Event of Default unless a Responsible Officer has actual knowledge
thereof), or
(ii) the Issuer addressed to it in care of the Owner Trustee at the
address set forth herein and/or at such other address as may be otherwise
furnished in writing to the Indenture Trustee and each Holder of Bonds. The
Issuer shall promptly transmit any notice received by it from any
Bondholder to the Indenture Trustee.
Section 14.05 Notices to Bondholders; Notification Requirements and
Waiver.
Where this Indenture provides for notice to Bondholders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class, postage prepaid to
each Bondholder affected by such event, at its address as it appears on the Bond
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Bondholders is given by mail, neither the failure to mail such notice nor any
defect in any notice so mailed to any particular Bondholder shall affect the
sufficiency of such notice with respect to other Bondholders, and any notice
that is mailed in the manner herein provided shall conclusively be presumed to
have been duly given.
Where this Indenture provides for notice in any manner, such notice
may be waived in writing by any Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Bondholders shall be filed with the Indenture
Trustee but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such a waiver.
In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event to Bondholders when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving
such notice as shall be satisfactory to the Indenture Trustee shall be deemed to
be a sufficient giving of such notice.
Where this Indenture provides for notice to the Rating Agencies that
have assigned a rating to any Class of Bonds, failure to give such notice shall
not affect any other rights or obligations created hereunder, and shall not
under any circumstance constitute an Issuer Default.
Section 14.06 Alternate Payment and Notice Provisions.
Notwithstanding any provision of this Indenture or of any of the
Bonds to the contrary, the Issuer, with prior written consent of the Indenture
Trustee and any Paying Agent other than the Indenture Trustee, may enter into
any agreement with any Holder providing for a method of payment, or notice by
the Indenture Trustee or Paying Agent to such Holder, which is different from
the methods provided for in this Indenture. The Issuer will furnish to the
Indenture Trustee and the Paying Agent a copy of each such agreement and the
Indenture Trustee and the Paying Agent will cause payments to be made and
notices to be given in accordance with such agreements.
Section 14.07 Conflict with Trust Indenture Act.
(a) If any provision hereof limits, qualifies or conflicts with
another provision hereof which is required or deemed to be included in this
Indenture by any of the provisions of the Trust Indenture Act, such required or
deemed provision shall control if and for so long as this Indenture is required
to be qualified under the Trust Indenture Act.
(b) If any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by operation of TIA ss. 318(c), the imposed
duties shall control.
Section 14.08 Effect of Headings and Table of Contents.
The Article and Section headings herein and the Table of Contents
are for convenience only and shall not affect the construction hereof.
Section 14.09 Successors and Assigns.
All covenants and agreements in this Indenture by the Issuer shall
bind its successors and permitted assigns, whether so expressed or not.
Section 14.10 Separability Clause.
In case any provision of this Indenture or of the Bonds shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
Section 14.11 Benefits of Indenture.
Nothing in this Indenture or in the Bonds, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder, the Bondholders and any other party secured hereunder, any benefit or
any legal or equitable right, remedy or claim under this Indenture.
Section 14.12 Legal Holidays.
If any date on which principal of on or interest or other amounts on
any Bond is proposed to be paid hereunder, or any date on which mailing of
notices by the Indenture Trustee to any Person is required pursuant to any
provision of this Indenture, shall not be a Business Day, then (notwithstanding
any other provision of the Bonds or this Indenture) payment of such amount or
mailing of such notice need not be made on such date, but may be made or mailed
on the next succeeding Business Day with the same force and effect, and in the
case of payments, no interest shall accrue for the period from and after the
date on which such payment was due to the next succeeding Business Day when
paid.
Section 14.13 Governing Law.
This Indenture, each Indenture supplemental hereto, and each Bond
shall be construed in accordance with and governed by the substantive Laws of
the state of New York applicable to agreements made and to be performed in such
state (without regard to conflicts of Law principles).
Section 14.14 Execution Counterparts.
This instrument may be executed in any number of counterparts, each
of which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
Section 14.15 Recording of Indenture.
If this Indenture is subject to recording in any appropriate public
recording offices, such recording is to be effected by and at the expense of the
Issuer upon written request of the Indenture Trustee accompanied by an Opinion
of Counsel (which may be counsel to the Indenture Trustee or any other counsel
reasonably acceptable to the Indenture Trustee and which shall be an expense of
the Issuer) to the effect that such recording is necessary either for the
protection of the Bondholders or any other Person secured hereunder or for the
enforcement of any right or remedy granted to the Indenture Trustee under this
Indenture. Section
14.16 Trust Obligation.
No recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer on the Bonds or under this Indenture (other than
with respect to Permitted Investments as to which such Person is the issuer) or
any certificate or other writing delivered in connection herewith or therewith,
against (i) any owner of a beneficial interest in the Issuer, (ii) the Owner
Trustee or the Indenture Trustee or the Fiscal Agent in its individual capacity,
(iii) any partner, owner, beneficiary, agent, officer, director, manager,
member, employee, agent or "control" person of the Owner Trustee or the
Indenture Trustee or the Fiscal Agent in its individual capacity, or (iv) any
holder of a beneficial interest in the Owner Trustee or the Indenture Trustee or
the Fiscal Agent or of any successor or assignee of the Owner Trustee or the
Indenture Trustee in its individual capacity, except as any such Person may have
expressly agreed (it being understood that neither the Owner Trustee nor the
Indenture Trustee nor the Fiscal Agent has any such obligations in its
individual capacity).
Section 14.17 No Petition.
(a) To the extent permitted by applicable law, the Indenture
Trustee, by entering into this Indenture, and each Bondholder, by accepting a
Bond, hereby covenant and agree that they will not at any time institute against
the Depositor or the Issuer, or join in any institution against the Depositor or
the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation Proceedings, or any other Proceedings under any United States
federal or state bankruptcy, receivership or similar Law, in connection with any
obligations relating to the Bonds, this Indenture or the Servicing Agreement.
(b) To the extent permitted by applicable law, the Issuer hereby
covenants and agrees that it will not at any time institute against the
Depositor, or join in any institution against the Depositor, any bankruptcy,
reorganization, arrangement, insolvency or liquidation Proceedings, or any other
Proceedings under any United States federal or state bankruptcy or similar Law,
in connection with any obligations relating to the Bonds, this Indenture or the
Servicing Agreement.
Section 14.18 Inspection.
The Issuer agrees that, on reasonable prior notice, it will permit
any representative of the Indenture Trustee, during the Issuer's normal business
hours, to examine all the books of account, records, reports, and other papers
of the Issuer, to make copies and extracts therefrom, to cause such books to be
audited by Independent Accountants, and to discuss the Issuer's affairs,
finances and accounts with the Issuer's representatives, employees, and
Independent Accountants, all at such reasonable times and as often as may be
reasonably requested. The Indenture Trustee shall and shall cause its
representatives to hold in confidence all such information except to the extent
disclosure may be required by Law and except to the extent that the Indenture
Trustee may reasonably determine that such disclosure is consistent with its
obligations hereunder.
Section 14.19 Usury.
The amount of interest payable or paid on any Bond under the terms
of this Indenture shall be limited to interest thereon at the maximum
non-usurious rate of interest permitted by the applicable Laws of the State of
New York (or the Laws of any other jurisdiction determined to be applicable by a
court of competent jurisdiction) or any applicable Laws of the United States
permitting a higher maximum non-usurious rate that preempts such applicable New
York (or other) Laws, which could lawfully be contracted for, charged or
received (the "Highest Lawful Rate"). In the event any payment of interest on
any Bond is in excess of interest thereon at the Highest Lawful Rate, the Issuer
stipulates that the excess payment of interest will be deemed to have been paid
as a result of an error on the part of both the Indenture Trustee (for which the
Indenture Trustee shall have no liability of any kind and for costs and expenses
relating to which the Indenture Trustee shall be indemnified by the Issuer for),
acting on behalf of the Holder receiving such excess payment, and the Issuer,
and the Holder receiving such excess payment shall promptly, upon discovery of
such error or upon notice thereof from the Issuer or the Indenture Trustee,
refund the amount of such excess or, at the option of the Indenture Trustee,
apply the excess to the payment of principal of such Bond, if any, remaining
unpaid. In addition, all sums paid or agreed to be paid for the use, forbearance
or detention of money shall, to the extent permitted by applicable Law, be
amortized, prorated, allocated and spread throughout the full term of such
Bonds.
Section 14.20 Notice to Issuer, the Indenture Trustee and Certain
Other Persons.
Any communication provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given when delivered to:
(i) in the case of the Issuer,
ICCMAC Multifamily and Commercial Trust 1999-1
c/o Wilmington Trust Company
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Administration
facsimile number: (000) 000-0000
(ii) in the case of the Depositor,
Imperial Credit Commercial Mortgage Acceptance Corp.
00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxx
facsimile number: (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,
facsimile number: (000) 000-0000; and
(iv) in the case of the Ratings Agencies, concurrently to:
Standard & Poor's Ratings Services,
a division of The XxXxxx-Xxxx Companies, Inc.
00 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Commercial Mortgage Surveillance Group
facsimile number: (000) 000-0000
and
Duff & Xxxxxx Credit Rating Co.
00 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: CMBS Monitoring
facsimile number: (000) 000-0000;
or as to each such Person such other address and/or facsimile number as may
hereafter be furnished by such Person to the parties hereto in writing.
Section 14.21 Tax Treatment.
The Issuer has entered into this Indenture, and the Bonds will be
issued, with the intention that, for federal, state and local income, single
business and franchise tax purposes, the Bonds will qualify as indebtedness of
the Issuer secured by the Trust Estate and the Indenture Trustee shall treat the
Bonds for all purposes hereunder and under the Operative Agreements as
indebtedness of the Issuer. The Issuer, by entering into this Indenture, and
each Bondholder, by its acceptance of a Bond (and each Bond Owner by its
acceptance of an interest in the applicable Book-Entry Bond), agree to treat the
Bonds for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer.
Section 14.22 Xxxxxx Act.
Any provisions required to be contained in this Indenture by Section
126 of Article 4-A of the New York Real Property Law and any provisions
permitted to be contained in this Indenture by Section 130-K of such Article 4-A
that are necessary in order to permit the Indenture Trustee to act in the manner
contemplated by this Indenture are hereby incorporated, and such provisions
shall be in addition to those conferred or imposed by this Indenture; provided,
however, that to the extent that such Section 126 and/or Section 130-K shall not
apply to this Indenture, said Section 126 and/or Section 130-K shall not have
any effect, and if said Section 126 and/or Section 130-K should at any time be
repealed or cease to apply to this Indenture, or be construed by judicial
decision to be inapplicable, said Section 126 and/or Section 130-K shall cease
to have any further effect upon the provisions of this Indenture. In case of a
conflict between the provisions of this Indenture and any mandatory provisions
of Article 4-A of the New York Real Property Law applicable to this Indenture,
such mandatory provisions of said Article 4-A shall prevail, provided that if
said Article 4-A shall not apply to this Indenture, should at any time be
repealed, or cease to apply to this Indenture, or be construed by judicial
decision to be inapplicable, such mandatory provisions of such Article 4-A shall
cease to have any further effect upon the provisions of this Indenture.
Section 14.23 Notices to Rating Agencies.
(a) The Indenture Trustee shall promptly provide notice to each
Rating Agency with respect to each of the following of which a Responsible
Officer of the Indenture Trustee has actual knowledge:
(i) any material change or amendment to this Indenture;
(ii) the occurrence of any Issuer Event of Default that has not been
cured;
(iii) the resignation or termination of the Master Servicer or the
Special Servicer and the appointment of a successor;
(iv) any change in the location of the Payment Account; and
(v) the final payment to any Class of Bondholders.
(b) The Indenture Trustee shall promptly deliver to each Rating
Agency a copy of each statement to Bondholders described in Section 7.06 and the
reports referred to in Section 7.06. The Indenture Trustee shall also provide
such other information regarding the Trust Estate as the Rating Agencies shall
reasonably request and which the Indenture Trustee can reasonably provide, at no
cost to the Rating Agencies.
Address for Notice: Duff & Xxxxxx Credit Rating Co.
00 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: CMBS Monitoring
Fax: (000) 000-0000
Standard & Poor's Ratings Services,
a division of The XxXxxx-Xxxx
Companies, Inc.
00 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Commercial Mortgage
Surveillance Group
facsimile number: (000) 000-0000
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, all as of the day and year first above written.
ICCMAC MULTIFAMILY AND COMMERCIAL
TRUST 1999-1, a
Delaware business trust, as Issuer
By: WILMINGTON TRUST COMPANY, a
Delaware banking corporation,
not in its individual capacity,
but solely as Owner Trustee
By:_____________________________
Name:
Title:
LASALLE NATIONAL BANK,
a national banking association,
as Indenture Trustee
By:___________________________________
Name:
Title:
STATE OF ______________ )
) ss.:
COUNTY OF _____________ )
On this ___th day of March, 1999, before me, the undersigned
officer, personally appeared ____________________, and acknowledged himself to
me to be the ____________________________ of Wilmington Trust Company, a
Delaware banking corporation, not in its individual capacity, but solely as the
Owner Trustee on behalf of ICCMAC Multifamily and Commercial Trust 1999-1, and
that as such officer, being duly authorized to do so pursuant to such entity's
by-laws or a resolution of its board of directors, executed and acknowledged the
foregoing instrument for the purposes therein contained, by signing the name of
such entity by himself or herself as such officer as his or her free and
voluntary act and deed and the free and voluntary act and deed of said entity.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-------------------------------
Notary Public
NOTARIAL SEAL
STATE OF ______________ )
) ss.:
COUNTY OF _____________ )
On this ___th day of March, 1999, before me, the undersigned
officer, personally appeared ____________________, and acknowledged himself to
me to be the ____________________________ of LaSalle National Bank, a national
banking association, and that as such officer, being duly authorized to do so
pursuant to such entity's by-laws or a resolution of its board of directors,
executed and acknowledged the foregoing instrument for the purposes therein
contained, by signing the name of such entity by himself or herself as such
officer as his or her free and voluntary act and deed and the free and voluntary
act and deed of said entity.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
-------------------------------
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.
SCHEDULE I
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
3650011409 0000 XXX XXXXXX XXXXXXX XXXXX XX 00000 $240,000 $157,840
3650011416 0000 XXXXXX XXX. XXX XXXX XX 00000 $180,000 $84,764
3650011424 0000 XXXXXXXX XXXXXX XXX XXXXXXX XX 00000 $92,021 $11,255
3700011598 000 XXXXX XXXX XXXXXXXXX XX 00000 $300,000 $262,759
3700011892 0000-0000 XXXX XXXXXXXXXX XXXXX XXXXXX XX 00000 $800,000 $576,797
3720011393 00000 XXXX XXXXXX XXXXXX XX 00000 $275,000 $57,421
0000000000 0000 XXXXXXXX XXXXXX XXX XXXX XX 00000 $300,000 $63,502
3720011403 000 X XXXXXX XXXXX XX 00000 $112,000 $42,335
3720011404 000 X. XXXXXXXXXX XX XXXXXXX XX 00000 $270,000 $89,935
3720011405 000 X. XX XXXXXX XXXX XXXXXXXXX XX 00000 $125,000 $48,403
3720011427 0000-0000 XXXXX XXXXXX XXXXX XXXXXXX XX 00000 $350,000 $68,080
3720011432 2509 & 0000 X. XXXX XXXXXX XXXXXXXX XX 00000 $125,986 $103,887
3720011612 000 X XXXXXX XXXXX XX 00000 $388,000 $148,012
3720011616 0000 XXXX XXXXXX XXXXXX XXXXX XXXX XXXXXX XX 00000 $425,000 $10,175
21630011696 000 X. XXXXXX XXXXX XXXXXX XX 00000 $199,500 $194,940
21630012785 000 X. XXXXX XXX Xxx Xxxxxxx XX 00000 $269,000 $266,652
21630012904 0000 XXXXXX XXXXXX Xxxxxxxxxx Xxxx XX 00000 $133,000 $130,965
21630012928 00000 XXXXXXX XXX Xxxxxx XX 00000 $132,300 $120,176
21630012931 000-000 XXXXXXXX XXXX. XXX XXXXXXX XX 00000 $182,000 $178,547
21630012954 00000 X. XXXXXXXX Xxx Xxxxxxx XX 00000 $156,500 $154,375
21630012959 0000-0000 XXXXXXX XXX Xxxx Xxxxx XX 00000 $126,225 $124,298
21630012960 000 XXXXX XXXXXX XXXXXX Xxxxxxx XX 00000 $165,000 $162,215
21630012972 00000 XXXXX 00XX XXXXXX XXXXXXXXX XX 00000 $145,000 $142,904
21630012973 00000 XXXXXXX XXXXXX XXXX. Xxxxxxx XX 00000 $156,000 $153,774
21630012975 0000 XXXX XXXXX XXXX. Xxxx Xxxxx XX 00000 $385,000 $379,772
21630012976 0000-0000 XXXX XXXXX XXXX. Xxxx Xxxxx XX 00000 $280,000 $276,197
21630012977 000 XXXXX XXXXXX Xxx Xxxxxxx XX 00000 $180,320 $177,871
21630012990 0000 XXXXXXXX XXX. Xxxx Xxxxx XX 00000 $147,000 $145,004
21630012992 00000 XXXXXXXXX XXXXXX Xxxxx Xxxxxxxxx XX 00000 $686,000 $676,417
21630013010 0000-0000 XX XXXXXXX XXXX. Xxxxxxx XX 00000 $620,000 $611,816
21630013027 0000 XXXXXXX XXXXXX XXX XXXXXXX XX 00000 $109,900 $108,354
21630013028 000-000 00XX XXXXXX Xxxxxxx XX 00000 $132,850 $131,018
21630013029 000 X. XXXXX XXX. Xxx Xxxxxxx XX 00000 $221,000 $217,999
21630013030 0000-0000 XXXX XXXXX Xxxx XX 00000 $156,000 $153,996
21630013032 00000 XXXXXXX XXXX. Xxx Xxxxxxx XX 00000 $136,500 $134,547
21630013034 000 XXXXXXXX XX. Xxx Xxxxxxx XX 00000 $385,000 $379,881
21630013037 0000-00 XXXXXXX XXXX. XXXXX XXXX XX 00000 $152,750 $151,323
21630013045 00000 XXXX XXXXX Xxxxxxxxx XX 00000 $1,350,000 $1,331,398
21630013048 0000 X. 0XX XX. Xxxx Xxxxx XX 00000 $221,250 $218,263
21630013050 000 XXXXXXX XXXXXX Xxxx Xxxxx XX 00000 $285,000 $281,153
21630013063 0000 XXXXXX XXXXXX Xxx Xxxxxxx XX 00000 $260,000 $256,454
21630013064 00000 XXXXXXX XX Xxxxxx Xxxx XX 00000 $711,000 $701,591
21630013068 0000-00 XXXXXXX XXX XXX XXXX XX 00000 $240,000 $236,974
21630013070 0000 XXXX XXXXXX Xxxx Xxxxx XX 00000 $213,000 $210,124
21630013071 000-000 0/0 XXXXX XXXXXXX XXXXXX Xxx Xxxxxxx XX 00000 $168,000 $165,164
21630013090 0000-0000 X XXXXXX XX XXXXXX XX 00000 $129,000 $127,349
21630013109 0000 XXXXXXX XXXXXX Xxx Xxxxxxx XX 00000 $146,250 $144,400
21630013111 000 XXXXXXXXXX XXXXXX Xxxx Xxxx Xxxx XX 00000 $130,000 $128,265
21630013137 000 X. XXXXXX XX. Xxxx Xxxxx XX 00000 $122,500 $119,638
21630013143 0000 XXXXXXX XXXXXX Xxxx Xxxxx XX 00000 $210,000 $207,208
21630013149 0000 XXXXXX XXX. Xxxx Xxxxx XX 00000 $207,750 $205,066
21630013152 0000 XXXXXX XXX. Xxxx Xxxxx XX 00000 $100,750 $99,542
21630013164 000 X. XXXXXX 00 Xxx Xxxxxxx XX 00000 $924,000 $911,366
21630013185 000 XXXXX XXXXXXXX XXXXXX Xxx Xxxxxxx XX 00000 $219,000 $216,654
21630013186 0000 XXXXXXX XXXXXX Xxxxxxx XX 00000 $159,250 $157,455
21630013193 000 XXXX 0XX XXXXXX Xxxx Xxxxx XX 00000 $165,000 $162,712
21630013195 0000 XXXXX XXXX XXXXXX Xxxxxx XX 00000 $178,750 $176,648
21630013204 0000 XXXXX XXXXXXXX XXXXXX Xxxxxxx XX 00000 $130,000 $122,433
21630013207 000 X. XXXXX XX. Xxxxxxxxx XX 00000 $155,400 $150,487
21630013216 0000 XXXXX X XXXXXX XXXXXX XX 00000 $600,000 $593,947
21630013217 0000 XXXXXXXXX XXXXXX Xxx Xxxxxxx XX 00000 $122,500 $121,036
21630013218 000 X. XXXXXXXXX XXXXXX Xxx Xxxxxxx XX 00000 $164,500 $149,496
21630013222 0000 XXXX XXXXXX Xxx Xxxxxxx XX 00000 $77,000 $75,976
21630013241 0000 XXXX XXXXXX X-00 Xxxxxx Xxxx Xxxx XX 00000 $176,250 $174,143
21630013243 0000 XXXXX XXXXXX XXXXXX XXX XXXX XX 00000 $224,700 $221,926
21630013246 0000 X. 000XX. XXXXX Xxxxxxx XX 00000 $157,750 $155,956
21630013256 00000-00000 X. XXXXXXXX XXXX. Xxxxxxxxx XX 00000 $297,500 $294,149
21630013258 0000 XXXX XXXXXXXX XXXXXX Xxx Xxxxxxx XX 00000 $352,000 $348,035
21630013263 00000 XXXXXXXXX XXXX XXXXXXX XXXXX XX 00000 $120,000 $116,976
21630013265 0000 XXXXXX XXXXXX XXXX. Xxxxx Xxxxxxxxx XX 00000 $129,500 $125,118
21630013266 00000 XXXXXX XXXX XXX XXXX XX 00000 $787,500 $778,629
21630013272 000 X 00XX XX XXX XXXXXXX XX 00000 $288,750 $285,483
21630013273 000 X. 00XX XXXXXX Xxx Xxxxxxx XX 00000 $116,250 $114,860
21630013275 0000 X XXXXXXXXXXXX XXX Xxx Xxxxxxx XX 00000 $136,500 $134,895
21630013276 000 X XXXXXXXXXX XXX XXX XXXXXXX XX 00000 $148,750 $146,519
21630013281 0000 XXXXXXX XXXXXX Xxxxxxx XX 00000 $176,000 $173,986
21630013306 000-000 XXXXXXX XXXXXX Xxxx Xxxxx XX 00000 $324,100 $320,433
21630013307 0000 X. XXXXXXXXXX XXXXXXXXX Xxxxxxxxxx XX 00000 $937,500 $927,258
21630013310 0000 X. XXXXXX XXXX XXXXXX Xxx Xxxxxxx XX 00000 $105,000 $103,812
21630013311 211 & 000 X. 00XX XXXXXX Xxx Xxxxxxx XX 00000 $236,250 $233,537
21630013320 0000 XXXXXX XXXXXX Xxxxxxxxx XX 00000 $168,000 $166,133
21630013340 0000 X. XXXXXXXX XXXXXX Xxxxx Xxx XX 00000 $607,500 $600,363
21630013341 000 X. 00XX XXXXXX Xxxxx Xxx XX 00000 $1,822,500 $1,802,174
21630013345 00000 XXXXXXX XXXXXX Xxxxx Xxxxxxxxx XX 00000 $232,500 $230,018
21630013346 1354,1374,1378,1384,1388 & 0000 0XX XXX Xxxxxx XX 00000 $1,760,000 $1,741,045
21630013351 0000 XXXXXXX XXXX Xxx Xxxxxxx XX 00000 $175,000 $173,118
21630013353 000 X XXXXXX XX XXXXX XXX XX 00000 $123,500 $122,356
21630013361 0000-00 XXXXXXX XXX & 0000-00 X 00XX XX XXXXXXX XX 00000 $172,000 $170,342
21630013367 0000 XXXXXXXX XX XXX XXXXXXX XX 00000 $126,000 $124,711
21630013374 0000 XXXXXXX XXX XXX XXXX XX 00000 $191,750 $189,796
21630013378 0000 XXXXX XXXXXXXXXX XXXXXX XXX XXXXXXX XX 00000 $205,000 $203,014
21630013380 000 X XXXXXXX XXXX XXX XXXXXXX XX 00000 $143,000 $125,253
21630013382 0000 X XXXXXXXX XXX XXXXXXX XX 00000 $550,000 $544,322
21630013387 00000-00000 XXXXXX XXX XXXXXXXXX XX 00000 $675,000 $667,276
21630013392 000 XXXXX XXXXXX XXXXXX XXX XXXXXXX XX 00000 $237,250 $235,238
21630013393 0000 XXXXXXX XXX XXX XXXXXXX XX 00000 $259,000 $256,500
21630013404 0000 X 00XX XX XXX XXXXXXX XX 00000 $142,500 $140,889
21630013415 0000 X 00XX XX XXXXXXX XX 00000 $270,000 $267,338
21630013416 0000 XXXX 0XX XXXXXX XXX XXXXXXX XX 00000 $150,500 $148,810
21630013418 0000 X XXXXXXXX XXXXXXXX XX 00000 $1,431,000 $1,417,976
21630013422 000 X XXXXXXXXX XX XXX XXXXXXX XX 00000 $525,000 $519,724
21630013423 00000 XXXXXXXXX XX XXXXX XXXXXXXXX XX 00000 $230,000 $227,688
21630013433 0000 XXXXXXXX XXX XXXX XXXXX XX 00000 $125,650 $124,386
21630013434 000 XXXXX XXX XXX XXXXXXX XX 00000 $210,000 $207,886
21630013444 00000 XXXXXXXX XX XXXXXXXX XX 00000 $160,000 $158,455
21630013445 0000 XXXXXXX XXX XXX XXXXXXX XX 00000 $107,250 $106,271
21630013448 0000 XXXXXXXXXXXX XXX XXXXXX XXXX XX 00000 $158,625 $157,026
21630013457 000-000 XXXXXXXX XXX XXX XXXXXXX XX 00000 $146,250 $144,835
21630013462 0000 X 000XX XX XXX XXXXXXX XX 00000 $210,000 $207,248
21630013466 1601-1603 0/0 XXXXXXXX XXXXXX XXX XXXXXXX XX 00000 $115,000 $113,814
21630013467 000 X XXXXXXX XXX XXX XXXXXXX XX 00000 $135,900 $134,527
21630013481 0000 XXXXXX XXX XXXXX XXXXXXXXX XX 00000 $131,250 $130,017
21630013482 0000 XXXXXXX XX XXX XXXXXXX XX 00000 $240,337 $237,998
21630013483 8633 & 0000 XXXXXX XXX Xxxxxxxx Xxxx XX 00000 $241,500 $238,983
21630013492 000 XXXXXXXX XXXXXX XXXXXXXXXX XX 00000 $163,125 $160,306
21630013497 0000 XXXXXXXXXX XXXX XXXXXXXX XX 00000 $707,000 $700,029
21630013499 000 X 00XX XX XXX XXXXXXX XX 00000 $85,250 $84,527
21630013511 000 XXXXXX XX Xxx Xxxxx XX 00000 $275,000 $272,713
21630013513 0000-0000 XXXXX XXXXXX XXXXXX XXXXX XX 00000 $275,000 $272,036
21630013518 0000 00XX XX XXXXX XXXXXX XX 00000 $510,000 $504,952
21630013520 0000 XXXXX XXX XXXXXXX XX 00000 $161,250 $159,839
21630013523 0000-0000 XXXX 000XX XX Xxx Xxxxxxx XX 00000 $721,650 $677,545
21630013548 000-000 X XXXXXXX XXX Xxx Xxxxxxx XX 00000 $140,000 $138,609
21630013550 0000 X 00XX XX Xxxxxxx XX 00000 $113,750 $112,704
21630013551 000 X XXXXXXX XXX Xxx Xxxxxxx XX 00000 $353,500 $350,078
21630013553 0000 X XXXXXX XXX Xxxxxxx XX 00000 $352,500 $349,070
21630013554 000-000 X XXXXXXX XX Xxx Xxxxxxx XX 00000 $288,750 $285,956
21630013559 0000 XXXX XXXX XXX Xxx Xxxxxxx XX 00000 $250,000 $247,777
21630013560 000 X XXXXXX XXX Xxxxxxxx XX 00000 $164,500 $162,995
21630013571 000 XXXX XXX Xxxx Xxxxx XX 00000 $192,750 $190,875
21630013572 0000 XXXXXX XXX Xxxx Xxxxx XX 00000 $192,750 $190,875
21630013577 000 X XXXXX XXX Xxxxx XX 00000 $165,000 $163,401
21630013580 0000 XXXXXX XXX Xxx Xxxx XX 00000 $202,500 $191,567
21630013582 00000 XXXXXXX XX Xxx Xxxxxxx XX 00000 $210,000 $207,964
21630013595 0000-0000 X 0XXX XX Xxx Xxxxxxx XX 00000 $280,000 $277,543
21630013598 0000-0000 X XXXX XXX Xxxxxx XX 00000 $165,000 $162,600
21630013599 000-000 X XXXXXX XXX Xxxxxxxx XX 00000 $87,500 $86,655
21630013600 0000 X XXXXXXX Xxx Xxxxxxx XX 00000 $400,000 $396,295
21630013617 1919 & 0000 XXXX XXXXXX XX Xxxxxxx XX 00000 $2,050,000 $2,033,589
21630013619 427 FIRIMIN ST/ 000 X XXXXX XX Xxx Xxxxxxx XX 00000 $130,000 $128,803
21630013629 000 X XXXXXX XXXX XX Xxx Xxxxxxx XX 00000 $270,000 $267,798
21630013640 0000 XXXXXXX XXX Xxxxx Xxxx XX 00000 $217,500 $215,529
21630013648 00000 XXXXXX XXX XXX XXXXXXX XX 00000 $245,000 $242,937
21630013651 0000 XXXXXXX XXX Xxxxxxx XX 00000 $161,250 $159,760
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21630013663 000 X 00XX XX Xxx Xxxxxxx XX 00000 $157,500 $130,942
21630013669 0000 XXXXXXXX XXX Xxx Xxxxxxx XX 00000 $386,250 $382,839
21630013670 13714-13716 XXXXXXXX AVE XXXXXXXXX XX 00000 $652,500 $645,172
21630013675 0000 X XXXXXX XX Xxxx Xxxxx XX 00000 $112,500 $111,804
21630013677 000-000 X XXXXXXXXXX XXX Xxx Xxxxxxx XX 00000 $296,250 $293,610
21630013678 0000 XXXXXXX XXX Xxx Xxxx XX 00000 $500,000 $495,458
21630013683 0000 Xxxx 000xx Xxxxxx Xxxxxxxxx XX 00000 $595,000 $588,208
21630013684 3700, 3710, 3720, 0000 XXXXX XXX XXXX XX 00000 $400,000 $396,995
21630013685 0000 XXXXXXX XXX Xxxxx Xxxxxxxxx XX 00000 $186,750 $184,482
21630013689 0000 X 00XX XX Xxx Xxxxxxx XX 00000 $120,000 $118,842
21630013691 000-000 Xxxxx Xxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $303,600 $301,381
21630013704 3010 0/0-0000 XXXXXX XX Xxx Xxxxxxx XX 00000 $199,500 $197,869
21630013713 0000 X 00XX XX Xxx Xxxxxxx XX 00000 $157,500 $156,212
21630013715 000-000 X XXXXXX XXXX XXXX. XXXXXXXXX XX 00000 $347,000 $343,476
21630013717 000 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $161,250 $158,668
21630013722 0000 Xx. Xxxxx Xxxxxx Xxxx Xxxxx XX 00000 $187,500 $185,830
21630013724 000 X XXXXXXXXX Xxx Xxxxxxx XX 00000 $307,500 $305,098
21630013741 000 XXXX 00XX XX Xxx Xxxxxxx XX 00000 $438,750 $434,968
21630013742 000 X 00XX XX Xxx Xxxxxxx XX 00000 $255,000 $252,802
21630013768 0000 Xxxxx Xxxxxx Xxxx. Xxxxxxx XX 00000 $390,500 $387,428
21630013779 00000 Xxxxxxx Xxxxxx Xxxxxxxxx XX 00000 $787,500 $782,764
21630013784 0000 Xxxxxx Xxxx. Xxx Xxxxxxx XX 00000 $375,000 $372,068
21630013803 0000-0000 Xxxxx Xxxxxxxxxxx Xxxxxx Xxxxxxx XX 00000 $233,000 $231,260
21630013830 0000 Xxxxx Xxx. Xxx xxxxxxx XX 00000 $175,000 $173,777
21630013831 000-000 Xxxxx Xxxxx Xxx. Xxx Xxxxxxx XX 00000 $189,000 $187,684
21630013841 0000 Xxxxx Xxxx Xxxxxx Xxxxxxx XX 00000 $498,500 $495,020
21630013843 0000 Xxxxxx Xxxxxx Xxxxxxx XX 00000 $435,500 $432,460
21630013845 0000 X Xxxxxxxx Xxxxxx Xxxxxxx XX 00000 $376,000 $373,375
21630013848 0000 Xxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $150,000 $148,951
21630013858 0000-0000 X 00xx Xxxxxx Xxxxxxx XX 00000 $252,800 $251,444
21630013873 000 X. Xxxxx Xxxx. Xxx Xxxxxxx XX 00000 $325,000 $322,605
21630013874 00000 Xxxxxxx Xxxxxx & 0000 Xxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $191,250 $189,905
21630013884 00000 Xxxxxx Xxx Xx. Xxxxx Xxxxxx XX 00000 $42,000 $41,705
21630013886 0000 Xxxxx Xxxxx Xxx. Xxxx Xxxxx XX 00000 $161,250 $160,148
21630013892 0000 Xxx Xxxxxx Xxxx Xxxxx XX 00000 $176,250 $175,045
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21630013935 000-000 Xxxxx Xxxxxxxx Xxx. Xxxxxxxx XX 00000 $419,187 $416,530
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E 65th Street
21630014004 0000 X Xxxxxx Xxxxxxxxxxx XX 00000 $155,000 $154,238
21630014015 0000-0000 Xxxx Xxxxxx Xxxx Xxxxxxx XX 00000 $172,250 $171,316
21630014047 00000 Xxxxxxxxx Xxxxxx Xxxxxx Xxxx XX 00000 $142,500 $141,641
21650010908 0000 X XXXXXXXX XXX XXXXXXX XX 00000 $180,000 $157,729
21650013155 0000 XXXXXX XXX. XXX XXXXXXX XX 00000 $146,400 $144,681
21650013662 0000 XXXXXXXXX XXX XXX XXXXXXX XX 00000 $202,500 $200,773
21650013665 0000 XXXXXX XXX XXX XXXX XX 00000 $172,500 $171,270
21650013693 000 XXXXXXXX XX XXXXXXXXX XX 00000 $89,250 $88,323
21650013725 0000 Xxxxx Xxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $157,500 $156,396
21650013750 0000 Xxxx Xxx Xxxxxx Xxxxxx XX 00000 $176,250 $172,736
21650013755 0000 Xxxxx Xxxxx Xxx Xxxxxxx XX 00000 $220,350 $219,028
21650013794 0000 Xxxxxxxxxxxx Xxxxxx Xxxxxx Xxxx XX 00000 $550,000 $546,753
21650013796 00000 Xxxxxxx Xxxxxx Xxxxxx Xxxx XX 00000 $550,000 $546,834
21650013808 0000 Xxxxxxxx Xxx. Xxx Xxxxxxx XX 00000 $117,500 $115,166
21650013837 0000 X-X X Xxxxxxx Xx. & 000-00 Xxxx Xxxxx XX 00000 $175,000 $174,106
Orange Avenue
21650013846 0000 Xx. Xx. Xxxxxxx Xx. Xxx Xxxxxxx XX 00000 $175,000 $174,000
21650013850 1307 & 0000 X. Xxxx Xxxxxx Xxxxxxx XX 00000 $162,000 $161,260
21650013857 0000 Xxxxxxxx Xxxx. Xxxx Xxxxxx XX 00000 $177,500 $176,429
21650013864 0000-0000 0/0 Xxxxx Xxx. Xxx Xxxxxxx XX 00000 $320,000 $318,491
21650013897 0000 Xxxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $133,000 $132,118
21650013899 00000 Xxxxxxx Xxxxxx Xxxxxxxxx XX 00000 $1,713,250 $1,701,981
21650013904 00000 Xxxxxx Xxxx. Xxx Xxxxxxx XX 00000 $122,000 $118,698
21650013914 00000 Xxxxxxx Xxxxxx Xxxxxxxxx XX 00000 $210,000 $208,737
21650013918 000 X. Xxx Xxxxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $186,750 $185,709
21650013920 0000-0000 Xxxxx & 000 Xxxxxx Xxxxxxxxxxx XX 00000 $108,000 $107,488
21650013936 0000 Xxxxxxx Xxxx. Xxxxx Xxxx XX 00000 $143,500 $139,358
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21650013960 000 Xxxx Xxxxxx Xxxxx Xxxxxx XX 00000 $322,500 $320,756
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21650014006 0000 Xxxxxxxx Xxxxxx Xxxx Xxxxxx XX 00000 $431,250 $428,727
21650014007 0000 Xxxxxxx Xxxxxx Xxxxxxxx XX 00000 $435,000 $432,828
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21650014040 0000 Xxxxxxxxx Xxxxxx Xxxx Xxxxx XX 00000 $130,000 $129,372
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21650014075 000 Xxxxx Xxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $217,000 $215,952
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21700011808 000 X. XXXXXX XXX. Xxxx Xxxxx XX 00000 $42,000 $41,372
21700012620 00000 XXXXXXX XXX Xxxxxx XX 00000 $291,000 $288,045
21700012962 0000 XXXXXXXXX XXX. Xxx Xxxxxxx XX 00000 $455,000 $449,136
21700013016 000 X. XXXXX XXXX XXXXXX XX 00000 $220,000 $217,385
21700013106 0000-0000 XXXXXXXX XXX Xxxxxxxxx XX 00000 $2,915,000 $2,879,410
21700013110 0000 X. XXXXXXX XX. Xxx Xxxxx XX 00000 $700,000 $692,304
21700013115 0000 XXX XXXXXXXX XX XXXXXXXX XX 00000 $110,000 $109,062
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21700013121 0000 X. 00XX XXXXXX Xxx Xxxxxxx XX 00000 $150,000 $148,613
21700013124 0000 X. 0XX XXXXXX Xxx Xxxxxxx XX 00000 $201,000 $199,142
21700013146 00000 XXXXXXX XXXX. Xxxxxxx Xxxx XX 00000 $663,600 $655,711
21700013167 0000-0000 0/0 XXXX XXXXXX XXXXXX Xxx Xxxxxxx XX 00000 $90,000 $89,261
21700013168 0000 X. XXXXXXXXX XXXX. Xxx Xxxxxxx XX 00000 $122,000 $120,998
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21700013200 0000-0000 XXXXXXX XXX. Xxx Xxxxxxx XX 00000 $175,500 $173,835
21700013234 000 XXXXX XXXXXXXX XXXXX Xxxxxx Xxxxxxxx XX 00000 $461,500 $455,450
21700013237 000 X. XXXXXXXXXX Xxxx XX 00000 $135,000 $133,640
21700013240 3517, 3515 & 0000 XXXXX XXXXX XX. XXXXXX XX 00000 $86,000 $26,279
21700013249 0000-0000 XXXXXXXX XXXX Xxx Xxxxxxx XX 00000 $253,500 $251,210
21700013288 0000 XXXXXXXXXXXX XXX Xx Xxxxxxxxx XX 00000 $320,000 $316,848
21700013354 0000 XXXXXXXX XXXX XXX XXXXXXX XX 00000 $150,000 $148,666
21700013355 0000-0000 XXXXXXXX XXXXXXXXX XXX XXXXXXX XX 00000 $183,000 $181,372
21700013370 0000 0XX XX XXXXXXXXX XX 00000 $222,500 $220,068
21700013402 0000 XXXXXX XXXXXXXXX XXXXX XXXX XX 00000 $78,000 $77,137
21700013442 0000 XXXXXX XXXXXX XXX XXXXX XXXX XX 00000 $800,000 $791,909
21700013532 00000 XXXXXXXXX XX Xxxxxxxx Xxxxx XX 00000 $225,000 $223,149
21700013546 0000 X XXXXXX Xxx Xxxxxxx XX 00000 $97,800 $97,113
21700013562 000 X XXXXX XXXX Xxxxxxx XX 00000 $1,110,000 $886,756
21700013603 0000 XXXXXX XX Xxxxxxxxx XX 00000 $500,000 $495,549
21700013610 0000-0000 X XXXXXXXXX XXX Xxxxxxxxxx XX 00000 $1,050,000 $1,040,150
21700013621 0000 XXXXXXXX XXX Xxxx Xxxxxxxxx XX 00000 $133,250 $132,309
21700013641 00000 XXXXXXX XXXX Xxxxxxxx Xxxxx XX 00000 $98,000 $97,206
21700013687 00000-00 XXXXXXXXXX XXXX. Xxx 00000 Xxx Xxxxxxx XX 00000 $1,231,500 $1,217,711
Xxxxxx Ave
21700013701 00000 XXXXXXX XXX Xxxxxx XX 00000 $1,600,000 $1,582,792
21700013709 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxx XX 00000 $136,500 $135,494
21700013840 0000 X Xxxxxxxxxx Xxxx. Xxx Xxxxx XX 00000 $270,000 $268,492
21700013847 0000-0000 X Xxxxxx Xxxxxx Xxxx Xx. Xx. Xxx Xxxxxxx XX 00000 $164,500 $163,427
21700014008 0000 Xxxxx Xxxx Xxxxxx Xxxxxxxx XX 00000 $311,250 $309,545
21700031791 1542,1544 & 0000 Xxxx Xxxxxxx Xxxxxx Xxxx Xxxxx XX 00000 $315,000 $304,816
21720013703 000 X XXXXXXXX XXX Xxxxxxxx XX 00000 $285,600 $282,817
21720013721 0000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxxx XX 00000 $370,000 $367,571
21720013759 7485,89 & 00 Xx Xxxxxx Xxxx Xxxxxxxxxx XX 00000 $600,000 $594,507
21720013781 0000 Xxxxx Xxxxxx Xxxxx Xxxx XX 00000 $104,000 $103,413
21720013798 0000-00 Xxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $190,200 $187,775
21720013804 0000 X. Xxxxxxxxx Xxx Xxxxxxxxx XX 00000 $825,000 $820,414
21720013824 0000 Xxxxxxxxx Xxx. Xxxxxxxx XX 00000 $1,300,000 $1,291,073
21720013849 0000-0000 Xxxxxxxxxx Xxx. Xxxxxxxxx XX 00000 $170,000 $169,154
21720013885 00000-00000 X. Xxxxx Xxxxxxx Xxxxxx XX 00000 $1,950,000 $1,938,101
21720013915 00000 Xxxxxxx Xxxx. Xxx Xxxxxxx XX 00000 $297,500 $296,089
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
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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
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Peoria Avenue
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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
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28630013817 0-00 Xxxxxxx Xxxx & 00-00 Xxxxxxx Xxxx Xxxxxxxxxxx CT 6063 $1,200,000 $1,191,425
Road
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28650013836 000-000 Xxxx Xxxxxx Xxxxxxx XX 0000 $300,000 $297,840
28650013889 0-00 Xxxxxxxx Xxxxxx Xxxxxxxxxx XX 0000 $528,000 $524,683
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28650013943 000 Xxxxxxxx Xxxxxx Xxxxx XX 00000 $217,500 $216,405
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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
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29630013205 000 XX 0XX XXXXXX Xxxx Xxxxxxxxxx XX 00000 $84,490 $80,455
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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
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21630013483 8.500 1,855.29 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-May-99
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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 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 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 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 7.750 1-Jul-99
22630013257 9.125 1,341.76 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 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 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.750 7.750 1-Jul-99
22630013285 9.625 3,752.31 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 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 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 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 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 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 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.500 7.500 1-May-99
22630013430 9.125 967.58 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.450 7.950 1-Apr-99
22630013435 8.875 3,432.36 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-Apr-99
22630013441 10.625 3,651.74 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 5.250 14.450 8.950 1-Apr-99
22630013486 7.750 1,899.96 0-Xxx-00 0-Xxx-00 XXX 0XXXXX 3.750 13.500 7.500 1-May-99
22630013501 8.750 1,938.75 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.450 7.950 1-May-99
22630013502 7.250 8,704.65 0-Xxx-00 0-Xxx-00 XXX 0XXXXX 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 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.950 7.950 1-Jul-99
22630013607 8.875 755.43 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 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 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.125 14.250 8.250 1-Aug-99
22630013637 8.875 2,076.09 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.450 7.950 1-Jul-99
22630013650 8.625 1,690.19 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-Jul-99
22630013658 8.750 7,308.94 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.650 13.250 7.500 1-Jul-99
22630013679 8.875 2,384.93 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.750 7.750 1-Jul-99
22630013680 9.500 3,182.61 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.375 13.740 7.990 1-Jul-99
22630013740 9.625 1,641.61 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.875 13.250 9.495 1-Aug-99
22630013745 9.250 1,388.12 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.250 7.750 1-Aug-99
22630013746 9.625 1,274.88 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.950 13.750 9.500 1-Mar-99
22630013780 8.750 1,355.96 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.250 7.250 1-Mar-99
22630013786 9.000 644.53 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Mar-99
22630013787 8.875 1,932.14 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.125 12.250 7.500 1-Mar-99
22630013800 9.750 3,002.63 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.250 7.750 1-Mar-99
22630013819 8.750 466.82 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.500 13.250 7.250 1-Mar-99
22630013820 9.490 2,292.11 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 5.000 13.990 7.990 1-Mar-99
22630013822 7.750 2,953.12 0-Xxx-00 0-Xxx-00 XXX 0XXXXX 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 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.625 13.250 7.500 1-Apr-99
22630013868 9.125 740.15 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 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 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.950 7.950 1-Apr-99
22700012996 9.625 5,094.18 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 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 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 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 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 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 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 5.500 14.500 9.000 1-Apr-99
22700013443 9.875 8,127.93 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 14.500 9.000 1-Apr-99
22700013470 9.500 12,153.63 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.950 8.450 1-May-99
22700013494 9.500 1,478.22 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.950 8.450 1-May-99
22700013498 10.000 1,082.44 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 5.000 13.950 8.450 1-May-99
22700013507 8.625 2,719.58 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.700 13.490 7.990 1-May-99
22700013521 10.250 1,074.32 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 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 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 5.000 14.250 8.250 1-Jul-99
22700013638 10.250 2,607.01 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 14.200 10.250 1-Jul-99
22700013666 9.750 1,283.46 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.625 13.700 8.450 1-Jul-99
22700013760 9.500 5,234.60 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 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
EXHIBIT A-1
CLASS A-1 BOND
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
CLASS A-1 COLLATERALIZED MORTGAGE BOND
SERIES 1999-1
Bond Interest Rate: As determined in Aggregate Bond Principal Amount of the
accordance with the Indenture Class A-1 Bonds as of the Closing Date:
$100,000,000
Date of Indenture: As of February 1, Initial Bond Principal Amount of this
1999 Class A-1 Bond as of the Closing Date:
$__________
Closing Date: March 10, 1999
First Payment Date: March 25, 1999
Stated Maturity Date: June 1, 2030
Issuer: ICCMAC Multifamily and Indenture Trustee: LaSalle National
Commercial Trust 1999-1 Bank
Owner Trustee: Wilmington Trust
Company
Bond No. A-1-__
CUSIP No. 449235 AA 8
ISIN No. US449235AA87
Common Code: 9551794
Unless this Bond is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to Issuer or its agent for
registration of transfer, exchange, or payment, and any Bond issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
EACH TRANSFEREE OF THIS BOND OR A BENEFICIAL INTEREST HEREIN THAT IS A PLAN, OR
IS A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN, SHALL BE
DEEMED TO REPRESENT THAT THE RELEVANT CONDITIONS FOR EXEMPTIVE RELIEF UNDER AT
LEAST ONE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS HAVE BEEN
SATISFIED: ERISA PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23 (RELATING
TO TRANSACTIONS EFFECTED BY AN "IN-HOUSE ASSET MANAGER"), PTCE 95-60 (RELATING
TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), PTCE 91-38
(RELATING TO TRANSACTIONS INVOLVING BANK COLLECTIVE INVESTMENT FUNDS), PTCE 90-1
(RELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY POOLED SEPARATE ACCOUNTS)
AND PTCE 84-14 (RELATING TO TRANSACTIONS EFFECTED BY A "QUALIFIED PROFESSIONAL
ASSET MANAGER").
THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID
SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE
COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PERSON.
PAYMENTS IN REDUCTION OF THE BOND PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE
MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.
This certifies that [____________] is the registered owner of this Bond
which is one of a series of Collateralized Mortgage Bonds (collectively, the
"Bonds") issued by the Issuer referred to above in multiple classes (each, a
"Class") pursuant to an Indenture, dated as of February 1, 1999 (the
"Indenture"), between the Owner Trustee referred to above, on behalf of the
Issuer, and the Indenture Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions
of the Indenture is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned in the
Indenture. This Bond is issued under and is subject to the terms, provisions and
conditions of the Indenture, to which Indenture the Holder of this Bond by
virtue of the acceptance hereof assents and by which such Holder is bound.
The Issuer, a Delaware business trust, for value received, hereby promises
to pay to [___________] or registered assigns, the principal sum of $
[______________] no later than the Stated Maturity Date referred to above. On
each Payment Date, the Issuer will pay interest on this Bond at a rate per annum
equal to the Bond Interest Rate for the applicable Interest Accrual Period, as
determined in accordance with the Indenture. The "Interest Accrual Period" with
respect to this Bond is 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.
Pursuant to the terms of the Indenture, payments will be made on the Class
of Bonds to which this Bond belongs, pro rata among the Bonds of such Class
based on their respective Bond Principal Amounts, on the 25th day of each month
or, if any such day is not a Business Day, then on the next succeeding Business
Day (each, a "Payment Date"), commencing on the first Payment Date specified
above, to the Person in whose name this Bond is registered at the close of
business on the related Record Date. In the case of Book-Entry Bonds, such
payments shall be made by wire transfer to the Depository in immediately
available funds. In the case of Bonds other than Book-Entry Bonds, such payments
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in such request. Any permitted request for receipt of a wire transfer
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. Notwithstanding the foregoing, the final payment on this
Bond will be made in like manner, but only upon presentation and surrender of
this Bond at the offices of the Indenture Trustee or such other location
specified in the notice to the Holder hereof of such final payment.
Notwithstanding anything herein to the contrary, no payments will be made with
respect to a Bond that has previously been surrendered as contemplated by the
preceding sentence or, with limited exception, that should have been surrendered
as contemplated by the preceding sentence.
The Bonds are limited in right of payment to certain distributions on the
Collateral, all as more specifically set forth herein and in the Indenture. As
provided in the Indenture, withdrawals from the Payment Account may be made from
time to time for purposes other than, and, in certain cases, prior to, payments
to Bondholders, such purposes including the reimbursement of certain expenses
incurred by the Indenture Trustee under the Indenture.
Any payment to the Holder of this Bond in reduction of the Bond Principal
Amount hereof is binding on such Holder and all future Holders of this Bond and
any Bond issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such payment is made upon this Bond.
The Class of Bonds to which this Bond relates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, this Bond is exchangeable for new Bonds of the same Class in
authorized denominations evidencing the same aggregate Bond Principal Amount, as
requested by the Holder surrendering the same.
Initially, this Bond will be held in book-entry form (all such Bonds held
from time to time in such form, the "Book-Entry Bonds"). Under certain
circumstances described herein, this Bond may cease to be held in book-entry
form and will be held as a fully registered, physical bond (all such Bonds held
from time to time in such form the "Definitive Bonds").
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Bond Register upon
surrender of this Bond for registration of transfer at the offices of the Bond
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Bond Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds of the same Class in authorized denominations evidencing the same
aggregate Bond Principal Amount will be issued to the designated transferee or
transferees.
No service charge will be imposed for any registration of transfer or
exchange of this Bond, but the Indenture Trustee or the Bond Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Bond.
Notwithstanding the foregoing, if this Bond is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative
of DTC, transfers of interests in this Bond shall be made through the book-entry
facilities of DTC, and accordingly, this Bond shall constitute a Book-Entry
Bond.
No transfer of this Bond or any interest herein shall be made (A) to any
retirement plan or other employee benefit plan or 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, without limitation, insurance company
general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Bond or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, except in accordance with the Indenture. Each Person who acquires this
Bond or any interest herein shall be deemed to have represented and warranted to
and for the benefit of the Issuer, the Owner Trustee, the Administrator, the
Master Servicer, the Special Servicer, the Depositor, the Bond Registrar or the
Indenture Trustee that either: (i) it is neither a Plan nor any Person who is
directly or indirectly purchasing such Bond or interest therein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of such Bond or any interest therein by or on behalf of, or
with assets of, such Person will meet all relevant conditions for exemptive
relief under at least one of the following prohibited transaction class
exemptions have been satisfied: ERISA Prohibited Transaction Class Exemption
("PTCE") 96-23 (relating to transactions effected by an "in-house asset
manager"), PTCE 95-60 (relating to transactions involving insurance company
general accounts), PTCE 91-38 (relating to transactions involving bank
collective investment funds), XXXX 00-0 (relating to transactions involving
insurance company pooled separate accounts) and PTCE 84-14 (relating to
transactions effected by a "qualified professional asset manager").
Failure to make timely payments of interest and principal on this Bond will
not constitute Issuer Events of Default under the Indenture, except that (a) the
failure to pay all interest on and principal of this Bond by its Stated Maturity
Date and (b) in the event that, and for so long as, the Class to which this Bond
relates is the most senior Outstanding Class of Bonds as determined pursuant to
the Indenture, the failure to pay all interest within five (5) days of the
Payment Date on which payment is due (excluding any LIBOR Deficiency Amounts)
will constitute Issuer Events of Default under the Indenture.
Subject to the applicable requirements of abandoned property Laws, any
money held by any Paying Agent in trust for the payment of any amount due with
respect to this Bond and remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust and shall be paid to
the Issuer on Issuer Request; and the Holder of this Bond shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Issuer or such Paying Agent with respect to such trust money shall thereupon
cease.
No Holder of this Bond shall have any right to institute any Proceedings,
judicial or otherwise, with respect to the Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:
A. such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
B. the Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular
Proceedings pursuant to Section 5.12 of the Indenture and shall hold
Bonds which, in the aggregate, shall represent more than 50% of the
Voting Rights of such Bonds) shall have made written request to the
Indenture Trustee to institute Proceedings in respect of such Issuer
Event of Default in its own name as Indenture Trustee hereunder;
C. such Holder or Holders have offered to the Indenture Trustee adequate
indemnity or security reasonably satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in
compliance with such request;
D. the Indenture Trustee has, for sixty (60) days after its receipt of
such notice, request and offer of indemnity or security, failed to
institute any such proceeding; and
E. no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no Holders of this Bond shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of the Indenture to affect, disturb or prejudice the rights of any
other Bondholders or to obtain or to seek to obtain priority or preference over
any other Bondholders or to enforce any right under the Indenture, except in the
manner herein provided and, for the equal and ratable benefit of all
Bondholders.
Each Holder of this Bond by its acceptance hereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under the Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant.
Without the consent of the Holder of this Bond or any Bondholders, the
parties to the Indenture at any time and from time to time, may amend the
Indenture or enter into one or more indentures supplemental thereto, for any of
the following purposes:
1. to correct and amplify the description of any property at any time
subject to the lien of the Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to
be subjected to the lien of the Indenture, or to subject additional
property to the lien of the Indenture;
2. to add to the limitations and restrictions on the authorized amount,
terms and purposes of the issuance, authentication and delivery of any
Bonds, as set forth in the Indenture, additional limitations and
restrictions thereafter to be observed;
3. to evidence the succession, in compliance with the applicable
provisions in the Indenture, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer
contained in the Indenture and in the Bonds;
4. to add to the covenants of the Issuer or the Indenture Trustee, for
the benefit of the Holders, or to surrender any right or power in the
Indenture conferred upon the Issuer;
5. to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee;
6. to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be defective or inconsistent with any other
provisions herein, or to amend any other provisions with respect to
matters or questions arising under the Indenture, provided that such
action shall not materially and adversely affect the interests of any
of the Holders of the Bonds, as evidenced by an Opinion of Counsel or
by written confirmation from the Ratings Agencies that such supplement
will not cause an Adverse Rating Event;
7. to evidence and provide for the acceptance of appointment under the
Indenture by a successor trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to facilitate the
administration of the trusts by more than one trustee, pursuant to the
requirements of Section 6.10 or 6.13 of the Indenture; or
8. to modify the Indenture to the extent necessary to effect the
Indenture Trustee's qualification under the Trust Indenture Act or to
comply with the requirements of the Trust Indenture Act.
The Issuer and the Indenture Trustee may enter into any amendment of the
Servicing Agreement from time to time, without the consent of the Holder of this
Bond or any of the Bondholders, (i) to cure any ambiguity, (ii) to correct,
modify, supplement or add any provisions with respect to matters or questions
arising thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
Provided that no Issuer Event of Default has occurred and is continuing, on
any Payment Date as of which the aggregate Stated Principal Balance of the
Mortgage Loans is less than 15% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date, the Ownership Certificateholder shall
have the option to purchase the assets of the Trust Estate at the Redemption
Price and thereby effect an early redemption of the Bonds. The exercise of this
option will terminate the Trust and retire the Bonds then Outstanding.
Any request, demand, authorization, direction, notice, consent, waiver or
other action of any Holder shall bind every future Holder of this Bond and the
Holder of every Bond issued upon the transfer hereof or in exchange herefor or
in lieu hereof in respect of anything done, suffered or omitted to be done by
the Indenture Trustee or the Issuer in reliance hereon, whether or not notation
of such action is made upon this Bond.
Where the Indenture provides for notice to Bondholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid to the Holder of this
Bond, at its address as it appears on the Bond Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to the Holder of this Bond is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Bondholder shall affect the sufficiency of such notice
with respect to the Holder of this Bond, and any notice that is mailed in the
manner provided in this paragraph shall conclusively be presumed to have been
duly given.
The Holder of this Bond, by accepting this Bond, hereby covenants and
agrees that it will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings,
or any other Proceedings under any United States federal or state bankruptcy or
similar Law, in connection with any obligations relating to the Bonds, the
Indenture or the Servicing Agreement.
In the event any payment of interest on this Bond is in excess of interest
thereon at the Highest Lawful Rate, the Issuer stipulates that the excess
payment of interest will be deemed to have been paid as a result of an error on
the part of both the Indenture Trustee (for which the Indenture Trustee shall
have no liability of any kind and for the costs and expenses relating to which
the Indenture Trustee shall be indemnified by the Issuer for), acting on behalf
of the Holder hereof, and the Issuer, and the Holder hereof shall promptly, upon
discovery of such error or upon notice thereof from the Issuer or the Indenture
Trustee, refund the amount of such excess or, at the option of the Indenture
Trustee, apply the excess to the payment of principal on this Bond, if any,
remaining unpaid.
The Holder of this Bond, by its acceptance of this Bond, agrees to treat
this Bond for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer. Amounts properly withheld under the Code
by any Person from a payment to any Holder of this Bond of interest and
principal shall be considered as having been paid by the Issuer to the Holder
hereof for all purposes of the Indenture.
The Issuer, the Indenture Trustee, the Bond Registrar and any agent thereof
may treat the Person in whose name this Bond is registered as the owner hereof
for all purposes, and none of the Issuer, the Indenture Trustee or any such
agent shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee or any Authenticating Agent, by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Estate (to the extent of its rights therein) for
payments hereunder.
This Bond shall be construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.
Dated: March [___], 1999
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST
1999-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely in its
capacity as Owner Trustee
By: _____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Indenture.
Dated: March [___], 1999
LASALLE NATIONAL BANK
as Indenture Trustee
By: _____________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(please print or typewrite name and address
including postal zip code of assignee)
the within Bond and hereby authorize(s) the registration of transfer of such
Bond to assignee on the Bond Register.
I (we) further direct the Bond Registrar to issue a new Bond of a like
Percentage Interest and Class to the above named assignee and deliver such Bond
to the following address:
______________________________________________________________________
______________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of Assignor
_____________________________________
Signature Guaranteed
PAYMENT INSTRUCTIONS
The Assignee should include the following for purposes of payment:
Payments shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to ________________________________________________
for the account of ____________________________________________________________.
Payments made by check (such check to be made payable to
_________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by _________________________, the Assignee
named above, or _________________________, as its agent.
EXHIBIT A-2
CLASS A-2 BOND
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
CLASS A-2 COLLATERALIZED MORTGAGE BOND
SERIES 1999-1
Bond Interest Rate: As determined in Aggregate Bond Principal Amount of the
accordance with the Indenture Class A-2 Bonds as of the Closing Date:
$94,831,000
Date of Indenture: As of February 1, Initial Bond Principal Amount of this
1999 Class A-2 Bond as of the Closing Date:
$__________
Closing Date: March 10, 1999
First Payment Date: March 25, 1999
Stated Maturity Date: June 1, 2030
Issuer: ICCMAC Multifamily and Indenture Trustee: LaSalle National
Commercial Trust 1999-1 Bank
Owner Trustee: Wilmington Trust
Company
Bond No. A-2-__
CUSIP No. 449235 AB 0
XXXX Xx. XX000000XX00
Common Code: 9551808
Unless this Bond is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to Issuer or its agent for
registration of transfer, exchange, or payment, and any Bond issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
EACH TRANSFEREE OF THIS BOND OR A BENEFICIAL INTEREST HEREIN THAT IS A PLAN, OR
IS A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN, SHALL BE
DEEMED TO REPRESENT THAT THE RELEVANT CONDITIONS FOR EXEMPTIVE RELIEF UNDER AT
LEAST ONE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS HAVE BEEN
SATISFIED: ERISA PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23 (RELATING
TO TRANSACTIONS EFFECTED BY AN "IN-HOUSE ASSET MANAGER"), PTCE 95-60 (RELATING
TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), PTCE 91-38
(RELATING TO TRANSACTIONS INVOLVING BANK COLLECTIVE INVESTMENT FUNDS), PTCE 90-1
(RELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY POOLED SEPARATE ACCOUNTS)
AND PTCE 84-14 (RELATING TO TRANSACTIONS EFFECTED BY A "QUALIFIED PROFESSIONAL
ASSET MANAGER").
THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID
SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE
COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PERSON.
PAYMENTS IN REDUCTION OF THE BOND PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE
MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.
This certifies that [____________] is the registered owner of this Bond
which is one of a series of Collateralized Mortgage Bonds (collectively, the
"Bonds") issued by the Issuer referred to above in multiple classes (each, a
"Class") pursuant to an Indenture, dated as of February 1, 1999 (the
"Indenture"), between the Owner Trustee referred to above, on behalf of the
Issuer, and the Indenture Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions
of the Indenture is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned in the
Indenture. This Bond is issued under and is subject to the terms, provisions and
conditions of the Indenture, to which Indenture the Holder of this Bond by
virtue of the acceptance hereof assents and by which such Holder is bound.
The Issuer, a Delaware business trust, for value received, hereby promises
to pay to [____________] or registered assigns, the principal sum of
$______________ no later than the Stated Maturity Date referred to above. On
each Payment Date, the Issuer will pay interest on this Bond at a rate per annum
equal to the Bond Interest Rate for the applicable Interest Accrual Period, as
determined in accordance with the Indenture. The "Interest Accrual Period" with
respect to this Bond is 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.
Pursuant to the terms of the Indenture, payments will be made on the Class
of Bonds to which this Bond belongs, pro rata among the Bonds of such Class
based on their respective Bond Principal Amounts, on the 25th day of each month
or, if any such day is not a Business Day, then on the next succeeding Business
Day (each, a "Payment Date"), commencing on the first Payment Date specified
above, to the Person in whose name this Bond is registered at the close of
business on the related Record Date. In the case of Book-Entry Bonds, such
payments shall be made by wire transfer to the Depository in immediately
available funds. In the case of Bonds other than Book-Entry Bonds, such payments
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in such request. Any permitted request for receipt of a wire transfer
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. Notwithstanding the foregoing, the final payment on this
Bond will be made in like manner, but only upon presentation and surrender of
this Bond at the offices of the Indenture Trustee or such other location
specified in the notice to the Holder hereof of such final payment.
Notwithstanding anything herein to the contrary, no payments will be made with
respect to a Bond that has previously been surrendered as contemplated by the
preceding sentence or, with limited exception, that should have been surrendered
as contemplated by the preceding sentence.
The Bonds are limited in right of payment to certain distributions on the
Collateral, all as more specifically set forth herein and in the Indenture. As
provided in the Indenture, withdrawals from the Payment Account may be made from
time to time for purposes other than, and, in certain cases, prior to, payments
to Bondholders, such purposes including the reimbursement of certain expenses
incurred by the Indenture Trustee under the Indenture.
Any payment to the Holder of this Bond in reduction of the Bond Principal
Amount hereof is binding on such Holder and all future Holders of this Bond and
any Bond issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such payment is made upon this Bond.
The Class of Bonds to which this Bond relates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, this Bond is exchangeable for new Bonds of the same Class in
authorized denominations evidencing the same aggregate Bond Principal Amount, as
requested by the Holder surrendering the same.
Initially, this Bond will be held in book-entry form (all such Bonds held
from time to time in such form, the "Book-Entry Bonds"). Under certain
circumstances described herein, this Bond may cease to be held in book-entry
form and will be held as a fully registered, physical bond (all such Bonds held
from time to time in such form the "Definitive Bonds").
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Bond Register upon
surrender of this Bond for registration of transfer at the offices of the Bond
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Bond Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds of the same Class in authorized denominations evidencing the same
aggregate Bond Principal Amount will be issued to the designated transferee or
transferees.
No service charge will be imposed for any registration of transfer or
exchange of this Bond, but the Indenture Trustee or the Bond Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Bond.
Notwithstanding the foregoing, if this Bond is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative
of DTC, transfers of interests in this Bond shall be made through the book-entry
facilities of DTC, and accordingly, this Bond shall constitute a Book-Entry
Bond.
No transfer of this Bond or any interest herein shall be made (A) to any
retirement plan or other employee benefit plan or 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, without limitation, insurance company
general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Bond or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, except in accordance with the Indenture. Each Person who acquires this
Bond or any interest herein shall be deemed to have represented and warranted to
and for the benefit of the Issuer, the Owner Trustee, the Administrator, the
Master Servicer, the Special Servicer, the Depositor, the Bond Registrar or the
Indenture Trustee that either: (i) it is neither a Plan nor any Person who is
directly or indirectly purchasing such Bond or interest therein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of such Bond or any interest therein by or on behalf of, or
with assets of, such Person will meet all relevant conditions for exemptive
relief under at least one of the following prohibited transaction class
exemptions have been satisfied: ERISA Prohibited Transaction Class Exemption
("PTCE") 96-23 (relating to transactions effected by an "in-house asset
manager"), PTCE 95-60 (relating to transactions involving insurance company
general accounts), PTCE 91-38 (relating to transactions involving bank
collective investment funds), XXXX 00-0 (relating to transactions involving
insurance company pooled separate accounts) and PTCE 84-14 (relating to
transactions effected by a "qualified professional asset manager").
Failure to make timely payments of interest and principal on this Bond will
not constitute Issuer Events of Default under the Indenture, except that (a) the
failure to pay all interest on and principal of this Bond by its Stated Maturity
Date and (b) in the event that, and for so long as, the Class to which this Bond
relates is the most senior Outstanding Class of Bonds as determined pursuant to
the Indenture, the failure to pay all interest within five (5) days of the
Payment Date on which payment is due (excluding any LIBOR Deficiency Amounts)
will constitute Issuer Events of Default under the Indenture.
Subject to the applicable requirements of abandoned property Laws, any
money held by any Paying Agent in trust for the payment of any amount due with
respect to this Bond and remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust and shall be paid to
the Issuer on Issuer Request; and the Holder of this Bond shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Issuer or such Paying Agent with respect to such trust money shall thereupon
cease.
No Holder of this Bond shall have any right to institute any
Proceedings, judicial or otherwise, with respect to the Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:
1. such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
2. the Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular
Proceedings pursuant to Section 5.12 of the Indenture and shall hold
Bonds which, in the aggregate, shall represent more than 50% of the
Voting Rights of such Bonds) shall have made written request to the
Indenture Trustee to institute Proceedings in respect of such Issuer
Event of Default in its own name as Indenture Trustee hereunder;
3. such Holder or Holders have offered to the Indenture Trustee adequate
indemnity or security reasonably satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in
compliance with such request;
4. the Indenture Trustee has, for sixty (60) days after its receipt of
such notice, request and offer of indemnity or security, failed to
institute any such proceeding; and
5. no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no Holders of this Bond shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of the Indenture to affect, disturb or prejudice the rights of any
other Bondholders or to obtain or to seek to obtain priority or preference over
any other Bondholders or to enforce any right under the Indenture, except in the
manner herein provided and, for the equal and ratable benefit of all
Bondholders.
Each Holder of this Bond by its acceptance hereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under the Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant.
Without the consent of the Holder of this Bond or any Bondholders, the
parties to the Indenture at any time and from time to time, may amend the
Indenture or enter into one or more indentures supplemental thereto, for any of
the following purposes:
1. to correct and amplify the description of any property at any time
subject to the lien of the Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to
be subjected to the lien of the Indenture, or to subject additional
property to the lien of the Indenture;
2. to add to the limitations and restrictions on the authorized amount,
terms and purposes of the issuance, authentication and delivery of any
Bonds, as set forth in the Indenture, additional limitations and
restrictions thereafter to be observed;
3. to evidence the succession, in compliance with the applicable
provisions in the Indenture, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer
contained in the Indenture and in the Bonds;
4. to add to the covenants of the Issuer or the Indenture Trustee, for
the benefit of the Holders, or to surrender any right or power in the
Indenture conferred upon the Issuer;
5. to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee;
6. to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be defective or inconsistent with any other
provisions herein, or to amend any other provisions with respect to
matters or questions arising under the Indenture, provided that such
action shall not materially and adversely affect the interests of any
of the Holders of the Bonds, as evidenced by an Opinion of Counsel or
by written confirmation from the Ratings Agencies that such supplement
will not cause an Adverse Rating Event;
7. to evidence and provide for the acceptance of appointment under the
Indenture by a successor trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to facilitate the
administration of the trusts by more than one trustee, pursuant to the
requirements of Section 6.10 or 6.13 of the Indenture; or
8. to modify the Indenture to the extent necessary to effect the
Indenture Trustee's qualification under the Trust Indenture Act or to
comply with the requirements of the Trust Indenture Act.
The Issuer and the Indenture Trustee may enter into any amendment of the
Servicing Agreement from time to time, without the consent of the Holder of this
Bond or any of the Bondholders, (i) to cure any ambiguity, (ii) to correct,
modify, supplement or add any provisions with respect to matters or questions
arising thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
Provided that no Issuer Event of Default has occurred and is continuing, on
any Payment Date as of which the aggregate Stated Principal Balance of the
Mortgage Loans is less than 15% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date, the Ownership Certificateholder shall
have the option to purchase the assets of the Trust Estate at the Redemption
Price and thereby effect an early redemption of the Bonds. The exercise of this
option will terminate the Trust and retire the Bonds then Outstanding.
Any request, demand, authorization, direction, notice, consent, waiver or
other action of any Holder shall bind every future Holder of this Bond and the
Holder of every Bond issued upon the transfer hereof or in exchange herefor or
in lieu hereof in respect of anything done, suffered or omitted to be done by
the Indenture Trustee or the Issuer in reliance hereon, whether or not notation
of such action is made upon this Bond.
Where the Indenture provides for notice to Bondholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid to the Holder of this
Bond, at its address as it appears on the Bond Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to the Holder of this Bond is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Bondholder shall affect the sufficiency of such notice
with respect to the Holder of this Bond, and any notice that is mailed in the
manner provided in this paragraph shall conclusively be presumed to have been
duly given.
The Holder of this Bond, by accepting this Bond, hereby covenants and
agrees that it will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings,
or any other Proceedings under any United States federal or state bankruptcy or
similar Law, in connection with any obligations relating to the Bonds, the
Indenture or the Servicing Agreement.
In the event any payment of interest on this Bond is in excess of interest
thereon at the Highest Lawful Rate, the Issuer stipulates that the excess
payment of interest will be deemed to have been paid as a result of an error on
the part of both the Indenture Trustee (for which the Indenture Trustee shall
have no liability of any kind and for the costs and expenses relating to which
the Indenture Trustee shall be indemnified by the Issuer for), acting on behalf
of the Holder hereof, and the Issuer, and the Holder hereof shall promptly, upon
discovery of such error or upon notice thereof from the Issuer or the Indenture
Trustee, refund the amount of such excess or, at the option of the Indenture
Trustee, apply the excess to the payment of principal on this Bond, if any,
remaining unpaid.
The Holder of this Bond, by its acceptance of this Bond, agrees to treat
this Bond for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer. Amounts properly withheld under the Code
by any Person from a payment to any Holder of this Bond of interest and
principal shall be considered as having been paid by the Issuer to the Holder
hereof for all purposes of the Indenture.
The Issuer, the Indenture Trustee, the Bond Registrar and any agent thereof
may treat the Person in whose name this Bond is registered as the owner hereof
for all purposes, and none of the Issuer, the Indenture Trustee or any such
agent shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee or any Authenticating Agent, by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Estate (to the extent of its rights therein) for
payments hereunder.
This Bond shall be construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.
Dated: March [___], 1999
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST
1999-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely in its
capacity as Owner Trustee
By: _____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Indenture.
Dated: March [___], 1999
LASALLE NATIONAL BANK
as Indenture Trustee
By: _____________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(please print or typewrite name and address
including postal zip code of assignee)
the within Bond and hereby authorize(s) the registration of transfer of such
Bond to assignee on the Bond Register.
I (we) further direct the Bond Registrar to issue a new Bond of a like
Percentage Interest and Class to the above named assignee and deliver such Bond
to the following address:
______________________________________________________________________
______________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of Assignor
_____________________________________
Signature Guaranteed
PAYMENT INSTRUCTIONS
The Assignee should include the following for purposes of payment:
Payments shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to ________________________________________________
for the account of ____________________________________________________________.
Payments made by check (such check to be made payable to
_________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by _________________________, the Assignee
named above, or _________________________, as its agent.
EXHIBIT A-3
CLASS S BOND
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
CLASS S COLLATERALIZED MORTGAGE BOND
SERIES 1999-1
Aggregate Bond Principal Amount of the
Class S Bonds as of the Closing Date:
$12,150,000
Date of Indenture: As of February 1, Initial Bond Principal Amount of this
1999 Class S Bond as of the Closing Date:
$__________
Closing Date: March 10, 1999
First Payment Date: March 25, 1999
Stated Maturity Date: June 1, 2030
Issuer: ICCMAC Multifamily and Indenture Trustee: LaSalle National
Commercial Trust 1999-1 Bank
Owner Trustee: Wilmington Trust
Company
Bond No. S-__
CUSIP No. 449235 AC 4
ISIN No. US449235AC44
Common Code: 9552715
Unless this Bond is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to Issuer or its agent for
registration of transfer, exchange, or payment, and any Bond issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
EACH TRANSFEREE OF THIS BOND OR A BENEFICIAL INTEREST HEREIN THAT IS A PLAN, OR
IS A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN, SHALL BE
DEEMED TO REPRESENT THAT THE RELEVANT CONDITIONS FOR EXEMPTIVE RELIEF UNDER AT
LEAST ONE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS HAVE BEEN
SATISFIED: ERISA PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23 (RELATING
TO TRANSACTIONS EFFECTED BY AN "IN-HOUSE ASSET MANAGER"), PTCE 95-60 (RELATING
TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), PTCE 91-38
(RELATING TO TRANSACTIONS INVOLVING BANK COLLECTIVE INVESTMENT FUNDS), PTCE 90-1
(RELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY POOLED SEPARATE ACCOUNTS)
AND PTCE 84-14 (RELATING TO TRANSACTIONS EFFECTED BY A "QUALIFIED PROFESSIONAL
ASSET MANAGER").
THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID
SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE
COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PERSON.
PAYMENTS IN REDUCTION OF THE BOND PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE
MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.
THE AMOUNTS PAYABLE TO THE CLASS S BONDS IN RESPECT OF CLASS S SHORTFALLS AND
CLASS S EARLY TERMINATION AMOUNTS ARE SUBORDINATE TO CERTAIN OTHER CLASSES OF
BONDS OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE INDENTURE.
THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS BOND. THE
ISSUE DATE OF THIS BOND IS MARCH [__], 1999. ASSUMING THAT THE MORTGAGE LOANS
ARE NOT SUBJECT TO ANY VOLUNTARY OR INVOLUNTARY PREPAYMENT, THIS BOND HAS BEEN
ISSUED WITH NO MORE THAN $[______] OF OID PER $1,000 OF INITIAL BOND PRINCIPAL
AMOUNT, THE YIELD TO MATURITY IS [____]% PER ANNUM, AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $[____] PER $1,000 OF
INITIAL BOND PRINCIPAL AMOUNT, COMPUTED UNDER THE EXACT METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL NOT PREPAY OR, IF THEY DO
PREPAY, THAT THEY WILL PREPAY AT ANY PARTICULAR RATE.
This certifies that [____________] is the registered owner of this Bond
which is one of a series of Collateralized Mortgage Bonds (collectively, the
"Bonds") issued by the Issuer referred to above in multiple classes (each, a
"Class") pursuant to an Indenture, dated as of February 1, 1999 (the
"Indenture"), between the Owner Trustee referred to above, on behalf of the
Issuer, and the Indenture Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions
of the Indenture is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned in the
Indenture. This Bond is issued under and is subject to the terms, provisions and
conditions of the Indenture, to which Indenture the Holder of this Bond by
virtue of the acceptance hereof assents and by which such Holder is bound.
The Issuer, a Delaware business trust, for value received, hereby promises
to pay to [____________] or registered assigns, the Class S Distributable Amount
on each Payment Date, as determined in accordance with the Indenture. The Issuer
will also pay any Class S Shortfalls and the Class S Early Termination Amount,
if any, in each case in accordance with the terms of the Indenture. This Bond
will not accrue interest, except for interest on Class S Shortfalls to the
extent specified in the Indenture.
Pursuant to the terms of the Indenture, payments will be made on the Class
of Bonds to which this Bond belongs, pro rata among the Bonds of such Class
based on their respective Bond Principal Amounts, on the 25th day of each month
or, if any such day is not a Business Day, then on the next succeeding Business
Day (each, a "Payment Date"), commencing on the first Payment Date specified
above, to the Person in whose name this Bond is registered at the close of
business on the related Record Date. In the case of Book-Entry Bonds, such
payments shall be made by wire transfer to the Depository in immediately
available funds. In the case of Bonds other than Book-Entry Bonds, such payments
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in such request. Any permitted request for receipt of a wire transfer
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. Notwithstanding the foregoing, the final payment on this
Bond will be made in like manner, but only upon presentation and surrender of
this Bond at the offices of the Indenture Trustee or such other location
specified in the notice to the Holder hereof of such final payment.
Notwithstanding anything herein to the contrary, no payments will be made with
respect to a Bond that has previously been surrendered as contemplated by the
preceding sentence or, with limited exception, that should have been surrendered
as contemplated by the preceding sentence.
The Bonds are limited in right of payment to certain distributions on the
Collateral, all as more specifically set forth herein and in the Indenture. As
provided in the Indenture, withdrawals from the Payment Account may be made from
time to time for purposes other than, and, in certain cases, prior to, payments
to Bondholders, such purposes including the reimbursement of certain expenses
incurred by the Indenture Trustee under the Indenture.
Any payment to the Holder of this Bond in reduction of the Bond Principal
Amount hereof is binding on such Holder and all future Holders of this Bond and
any Bond issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such payment is made upon this Bond.
The Class of Bonds to which this Bond relates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, this Bond is exchangeable for new Bonds of the same Class in
authorized denominations evidencing the same aggregate Bond Principal Amount, as
requested by the Holder surrendering the same.
Initially, this Bond will be held in book-entry form (all such Bonds held
from time to time in such form, the "Book-Entry Bonds"). Under certain
circumstances described herein, this Bond may cease to be held in book-entry
form and will be held as a fully registered, physical bond (all such Bonds held
from time to time in such form the "Definitive Bonds").
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Bond Register upon
surrender of this Bond for registration of transfer at the offices of the Bond
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Bond Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds of the same Class in authorized denominations evidencing the same
aggregate Bond Principal Amount will be issued to the designated transferee or
transferees.
No service charge will be imposed for any registration of transfer or
exchange of this Bond, but the Indenture Trustee or the Bond Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Bond.
Notwithstanding the foregoing, if this Bond is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative
of DTC, transfers of interests in this Bond shall be made through the book-entry
facilities of DTC, and accordingly, this Bond shall constitute a Book-Entry
Bond.
No transfer of this Bond or any interest herein shall be made (A) to any
retirement plan or other employee benefit plan or 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, without limitation, insurance company
general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Bond or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, except in accordance with the Indenture. Each Person who acquires this
Bond or any interest herein shall be deemed to have represented and warranted to
and for the benefit of the Issuer, the Owner Trustee, the Administrator, the
Master Servicer, the Special Servicer, the Depositor, the Bond Registrar or the
Indenture Trustee that either: (i) it is neither a Plan nor any Person who is
directly or indirectly purchasing such Bond or interest therein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of such Bond or any interest therein by or on behalf of, or
with assets of, such Person will meet all relevant conditions for exemptive
relief under at least one of the following prohibited transaction class
exemptions have been satisfied: ERISA Prohibited Transaction Class Exemption
("PTCE") 96-23 (relating to transactions effected by an "in-house asset
manager"), PTCE 95-60 (relating to transactions involving insurance company
general accounts), PTCE 91-38 (relating to transactions involving bank
collective investment funds), XXXX 00-0 (relating to transactions involving
insurance company pooled separate accounts) and PTCE 84-14 (relating to
transactions effected by a "qualified professional asset manager").
Failure to make timely payments of amounts due on this Bond will not
constitute Issuer Events of Default under the Indenture, except that (a) the
failure to pay all unpaid Scheduled Payments or, if an acceleration or an
optional redemption pursuant to Section 11.01 of the Indenture has occurred, the
Class S Early Termination Amount, by the Stated Maturity Date of this Bond and
(b) in the event that, and for so long as, the Class to which this Bond relates
is the most senior Outstanding Class of Bonds as determined pursuant to the
Indenture, the failure to pay the Class S Distributable Amount within five (5)
days of the Payment Date on which payment is due (excluding any Class S
Shortfalls), will constitute Issuer Events of Default under the Indenture.
Subject to the applicable requirements of abandoned property Laws, any
money held by any Paying Agent in trust for the payment of any amount due with
respect to this Bond and remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust and shall be paid to
the Issuer on Issuer Request; and the Holder of this Bond shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Issuer or such Paying Agent with respect to such trust money shall thereupon
cease.
No Holder of this Bond shall have any right to institute any Proceedings,
judicial or otherwise, with respect to the Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:
1. such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
2. the Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular
Proceedings pursuant to Section 5.12 of the Indenture and shall hold
Bonds which, in the aggregate, shall represent more than 50% of the
Voting Rights of such Bonds) shall have made written request to the
Indenture Trustee to institute Proceedings in respect of such Issuer
Event of Default in its own name as Indenture Trustee hereunder;
3. such Holder or Holders have offered to the Indenture Trustee adequate
indemnity or security reasonably satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in
compliance with such request;
4. the Indenture Trustee has, for sixty (60) days after its receipt of
such notice, request and offer of indemnity or security, failed to
institute any such proceeding; and
5. no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no Holders of this Bond shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of the Indenture to affect, disturb or prejudice the rights of any
other Bondholders or to obtain or to seek to obtain priority or preference over
any other Bondholders or to enforce any right under the Indenture, except in the
manner herein provided and, for the equal and ratable benefit of all
Bondholders.
Each Holder of this Bond by its acceptance hereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under the Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant.
Without the consent of the Holder of this Bond or any Bondholders,
the parties to the Indenture at any time and from time to time, may amend the
Indenture or enter into one or more indentures supplemental thereto, for any of
the following purposes:
1. to correct and amplify the description of any property at any time
subject to the lien of the Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to
be subjected to the lien of the Indenture, or to subject additional
property to the lien of the Indenture;
2. to add to the limitations and restrictions on the authorized amount,
terms and purposes of the issuance, authentication and delivery of any
Bonds, as set forth in the Indenture, additional limitations and
restrictions thereafter to be observed;
3. to evidence the succession, in compliance with the applicable
provisions in the Indenture, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer
contained in the Indenture and in the Bonds;
4. to add to the covenants of the Issuer or the Indenture Trustee, for
the benefit of the Holders, or to surrender any right or power in the
Indenture conferred upon the Issuer;
5. to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee;
6. to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be defective or inconsistent with any other
provisions herein, or to amend any other provisions with respect to
matters or questions arising under the Indenture, provided that such
action shall not materially and adversely affect the interests of any
of the Holders of the Bonds, as evidenced by an Opinion of Counsel or
by written confirmation from the Ratings Agencies that such supplement
will not cause an Adverse Rating Event;
7. to evidence and provide for the acceptance of appointment under the
Indenture by a successor trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to facilitate the
administration of the trusts by more than one trustee, pursuant to the
requirements of Section 6.10 or 6.13 of the Indenture; or
8. to modify the Indenture to the extent necessary to effect the
Indenture Trustee's qualification under the Trust Indenture Act or to
comply with the requirements of the Trust Indenture Act.
The Issuer and the Indenture Trustee may enter into any amendment of the
Servicing Agreement from time to time, without the consent of the Holder of this
Bond or any of the Bondholders, (i) to cure any ambiguity, (ii) to correct,
modify, supplement or add any provisions with respect to matters or questions
arising thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
Provided that no Issuer Event of Default has occurred and is continuing, on
any Payment Date as of which the aggregate Stated Principal Balance of the
Mortgage Loans is less than 15% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date, the Ownership Certificateholder shall
have the option to purchase the assets of the Trust Estate at the Redemption
Price and thereby effect an early redemption of the Bonds. The exercise of this
option will terminate the Trust and retire the Bonds then Outstanding.
Any request, demand, authorization, direction, notice, consent, waiver or
other action of any Holder shall bind every future Holder of this Bond and the
Holder of every Bond issued upon the transfer hereof or in exchange herefor or
in lieu hereof in respect of anything done, suffered or omitted to be done by
the Indenture Trustee or the Issuer in reliance hereon, whether or not notation
of such action is made upon this Bond.
Where the Indenture provides for notice to Bondholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid to the Holder of this
Bond, at its address as it appears on the Bond Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to the Holder of this Bond is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Bondholder shall affect the sufficiency of such notice
with respect to the Holder of this Bond, and any notice that is mailed in the
manner provided in this paragraph shall conclusively be presumed to have been
duly given.
The Holder of this Bond, by accepting this Bond, hereby covenants and
agrees that it will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings,
or any other Proceedings under any United States federal or state bankruptcy or
similar Law, in connection with any obligations relating to the Bonds, the
Indenture or the Servicing Agreement.
In the event any payment on this Bond is deemed to be in excess of the
Highest Lawful Rate, the Issuer stipulates that such excess will be deemed to
have been paid as a result of an error on the part of both the Indenture Trustee
(for which the Indenture Trustee shall have no liability of any kind and for the
costs and expenses relating to which the Indenture Trustee shall be indemnified
by the Issuer for), acting on behalf of the Holder hereof, and the Issuer, and
the Holder hereof shall promptly, upon discovery of such error or upon notice
thereof from the Issuer or the Indenture Trustee, refund the amount of such
excess or, at the option of the Indenture Trustee, apply the excess to the
payment of principal on this Bond, if any, remaining unpaid.
The Holder of this Bond, by its acceptance of this Bond, agrees to treat
this Bond for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer. Amounts properly withheld under the Code
by any Person from a payment to any Holder of this Bond shall be considered as
having been paid by the Issuer to the Holder hereof for all purposes of the
Indenture.
The Issuer, the Indenture Trustee, the Bond Registrar and any agent thereof
may treat the Person in whose name this Bond is registered as the owner hereof
for all purposes, and none of the Issuer, the Indenture Trustee or any such
agent shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee or any Authenticating Agent, by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Estate (to the extent of its rights therein) for
payments hereunder.
This Bond shall be construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.
Dated: March [___], 1999
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST
1999-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely in its
capacity as Owner Trustee
By: _____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Indenture.
Dated: March [___], 1999
LASALLE NATIONAL BANK
as Indenture Trustee
By: _____________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(please print or typewrite name and address
including postal zip code of assignee)
the within Bond and hereby authorize(s) the registration of transfer of such
Bond to assignee on the Bond Register.
I (we) further direct the Bond Registrar to issue a new Bond of a like
Percentage Interest and Class to the above named assignee and deliver such Bond
to the following address:
______________________________________________________________________
______________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of Assignor
_____________________________________
Signature Guaranteed
PAYMENT INSTRUCTIONS
The Assignee should include the following for purposes of payment:
Payments shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to ________________________________________________
for the account of ____________________________________________________________.
Payments made by check (such check to be made payable to
_________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by _________________________, the Assignee
named above, or _________________________, as its agent.
EXHIBIT A-4
CLASS A-3 BOND
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
CLASS A-3 COLLATERALIZED MORTGAGE BOND
SERIES 1999-1
Bond Interest Rate: As determined in Aggregate Bond Principal Amount of the
accordance with the Indenture Class A-3 Bonds as of the Closing Date:
$17,447,000
Date of Indenture: As of February 1, Initial Bond Principal Amount of this
1999 Class A-3 Bond as of the Closing Date:
$__________
Closing Date: March 10, 1999
First Payment Date: March 25, 1999
Stated Maturity Date: June 1, 2030
Issuer: ICCMAC Multifamily and Indenture Trustee: LaSalle National
Commercial Trust 1999-1 Bank
Owner Trustee: Wilmington Trust
Company
Bond No. A-3-__
CUSIP No. 449235 AD 2
ISIN No. US449235AD27
Common Code: 9551832
Unless this Bond is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to Issuer or its agent for
registration of transfer, exchange, or payment, and any Bond issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
EACH TRANSFEREE OF THIS BOND OR A BENEFICIAL INTEREST HEREIN THAT IS A PLAN, OR
IS A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN, SHALL BE
DEEMED TO REPRESENT THAT THE RELEVANT CONDITIONS FOR EXEMPTIVE RELIEF UNDER AT
LEAST ONE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS HAVE BEEN
SATISFIED: ERISA PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23 (RELATING
TO TRANSACTIONS EFFECTED BY AN "IN-HOUSE ASSET MANAGER"), PTCE 95-60 (RELATING
TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), PTCE 91-38
(RELATING TO TRANSACTIONS INVOLVING BANK COLLECTIVE INVESTMENT FUNDS), PTCE 90-1
(RELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY POOLED SEPARATE ACCOUNTS)
AND PTCE 84-14 (RELATING TO TRANSACTIONS EFFECTED BY A "QUALIFIED PROFESSIONAL
ASSET MANAGER").
THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID
SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE
COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PERSON.
PAYMENTS IN REDUCTION OF THE BOND PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE
MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.
THIS BOND IS SUBORDINATE TO CERTAIN OTHER CLASSES OF BONDS OF THE SAME SERIES,
AS AND TO THE EXTENT PROVIDED IN THE INDENTURE REFERRED TO HEREIN.
This certifies that [____________] is the registered owner of this Bond
which is one of a series of Collateralized Mortgage Bonds (collectively, the
"Bonds") issued by the Issuer referred to above in multiple classes (each, a
"Class") pursuant to an Indenture, dated as of February 1, 1999 (the
"Indenture"), between the Owner Trustee referred to above, on behalf of the
Issuer, and the Indenture Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions
of the Indenture is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned in the
Indenture. This Bond is issued under and is subject to the terms, provisions and
conditions of the Indenture, to which Indenture the Holder of this Bond by
virtue of the acceptance hereof assents and by which such Holder is bound.
The Issuer, a Delaware business trust, for value received, hereby promises
to pay to [____________] or registered assigns, the principal sum of
$______________ no later than the Stated Maturity Date referred to above. On
each Payment Date, the Issuer will pay interest on this Bond at a rate per annum
equal to the Bond Interest Rate for the applicable Interest Accrual Period, as
determined in accordance with the Indenture. The "Interest Accrual Period" with
respect to this Bond is 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.
Pursuant to the terms of the Indenture, payments will be made on the Class
of Bonds to which this Bond belongs, pro rata among the Bonds of such Class
based on their respective Bond Principal Amounts, on the 25th day of each month
or, if any such day is not a Business Day, then on the next succeeding Business
Day (each, a "Payment Date"), commencing on the first Payment Date specified
above, to the Person in whose name this Bond is registered at the close of
business on the related Record Date. In the case of Book-Entry Bonds, such
payments shall be made by wire transfer to the Depository in immediately
available funds. In the case of Bonds other than Book-Entry Bonds, such payments
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in such request. Any permitted request for receipt of a wire transfer
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. Notwithstanding the foregoing, the final payment on this
Bond will be made in like manner, but only upon presentation and surrender of
this Bond at the offices of the Indenture Trustee or such other location
specified in the notice to the Holder hereof of such final payment.
Notwithstanding anything herein to the contrary, no payments will be made with
respect to a Bond that has previously been surrendered as contemplated by the
preceding sentence or, with limited exception, that should have been surrendered
as contemplated by the preceding sentence.
The Bonds are limited in right of payment to certain distributions on the
Collateral, all as more specifically set forth herein and in the Indenture. As
provided in the Indenture, withdrawals from the Payment Account may be made from
time to time for purposes other than, and, in certain cases, prior to, payments
to Bondholders, such purposes including the reimbursement of certain expenses
incurred by the Indenture Trustee under the Indenture.
Any payment to the Holder of this Bond in reduction of the Bond Principal
Amount hereof is binding on such Holder and all future Holders of this Bond and
any Bond issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such payment is made upon this Bond.
The Class of Bonds to which this Bond relates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, this Bond is exchangeable for new Bonds of the same Class in
authorized denominations evidencing the same aggregate Bond Principal Amount, as
requested by the Holder surrendering the same.
Initially, this Bond will be held in book-entry form (all such Bonds held
from time to time in such form, the "Book-Entry Bonds"). Under certain
circumstances described herein, this Bond may cease to be held in book-entry
form and will be held as a fully registered, physical bond (all such Bonds held
from time to time in such form the "Definitive Bonds").
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Bond Register upon
surrender of this Bond for registration of transfer at the offices of the Bond
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Bond Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds of the same Class in authorized denominations evidencing the same
aggregate Bond Principal Amount will be issued to the designated transferee or
transferees.
No service charge will be imposed for any registration of transfer or
exchange of this Bond, but the Indenture Trustee or the Bond Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Bond.
Notwithstanding the foregoing, if this Bond is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative
of DTC, transfers of interests in this Bond shall be made through the book-entry
facilities of DTC, and accordingly, this Bond shall constitute a Book-Entry
Bond.
No transfer of this Bond or any interest herein shall be made (A) to any
retirement plan or other employee benefit plan or 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, without limitation, insurance company
general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Bond or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, except in accordance with the Indenture. Each Person who acquires this
Bond or any interest herein shall be deemed to have represented and warranted to
and for the benefit of the Issuer, the Owner Trustee, the Administrator, the
Master Servicer, the Special Servicer, the Depositor, the Bond Registrar or the
Indenture Trustee that either: (i) it is neither a Plan nor any Person who is
directly or indirectly purchasing such Bond or interest therein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of such Bond or any interest therein by or on behalf of, or
with assets of, such Person will meet all relevant conditions for exemptive
relief under at least one of the following prohibited transaction class
exemptions have been satisfied: ERISA Prohibited Transaction Class Exemption
("PTCE") 96-23 (relating to transactions effected by an "in-house asset
manager"), PTCE 95-60 (relating to transactions involving insurance company
general accounts), PTCE 91-38 (relating to transactions involving bank
collective investment funds), XXXX 00-0 (relating to transactions involving
insurance company pooled separate accounts) and PTCE 84-14 (relating to
transactions effected by a "qualified professional asset manager").
Failure to make timely payments of interest and principal on this Bond will
not constitute Issuer Events of Default under the Indenture, except that (a) the
failure to pay all interest on and principal of this Bond by its Stated Maturity
Date and (b) in the event that, and for so long as, the Class to which this Bond
relates is the most senior Outstanding Class of Bonds as determined pursuant to
the Indenture, the failure to pay all interest within five (5) days of the
Payment Date on which payment is due (excluding any LIBOR Deficiency Amounts)
will constitute Issuer Events of Default under the Indenture.
Subject to the applicable requirements of abandoned property Laws, any
money held by any Paying Agent in trust for the payment of any amount due with
respect to this Bond and remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust and shall be paid to
the Issuer on Issuer Request; and the Holder of this Bond shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Issuer or such Paying Agent with respect to such trust money shall thereupon
cease.
No Holder of this Bond shall have any right to institute any Proceedings,
judicial or otherwise, with respect to the Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless:
1. such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
2. the Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular
Proceedings pursuant to Section 5.12 of the Indenture and shall hold
Bonds which, in the aggregate, shall represent more than 50% of the
Voting Rights of such Bonds) shall have made written request to the
Indenture Trustee to institute Proceedings in respect of such Issuer
Event of Default in its own name as Indenture Trustee hereunder;
3. such Holder or Holders have offered to the Indenture Trustee adequate
indemnity or security reasonably satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in
compliance with such request;
4. the Indenture Trustee has, for sixty (60) days after its receipt of
such notice, request and offer of indemnity or security, failed to
institute any such proceeding; and
5. no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no Holders of this Bond shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of the Indenture to affect, disturb or prejudice the rights of any
other Bondholders or to obtain or to seek to obtain priority or preference over
any other Bondholders or to enforce any right under the Indenture, except in the
manner herein provided and, for the equal and ratable benefit of all
Bondholders.
Each Holder of this Bond by its acceptance hereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under the Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant.
Without the consent of the Holder of this Bond or any Bondholders,
the parties to the Indenture at any time and from time to time, may amend the
Indenture or enter into one or more indentures supplemental thereto, for any of
the following purposes:
1. to correct and amplify the description of any property at any time
subject to the lien of the Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to
be subjected to the lien of the Indenture, or to subject additional
property to the lien of the Indenture;
2. to add to the limitations and restrictions on the authorized amount,
terms and purposes of the issuance, authentication and delivery of any
Bonds, as set forth in the Indenture, additional limitations and
restrictions thereafter to be observed;
3. to evidence the succession, in compliance with the applicable
provisions in the Indenture, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer
contained in the Indenture and in the Bonds;
4. to add to the covenants of the Issuer or the Indenture Trustee, for
the benefit of the Holders, or to surrender any right or power in the
Indenture conferred upon the Issuer;
5. to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee;
6. to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be defective or inconsistent with any other
provisions herein, or to amend any other provisions with respect to
matters or questions arising under the Indenture, provided that such
action shall not materially and adversely affect the interests of any
of the Holders of the Bonds, as evidenced by an Opinion of Counsel or
by written confirmation from the Ratings Agencies that such supplement
will not cause an Adverse Rating Event;
7. to evidence and provide for the acceptance of appointment under the
Indenture by a successor trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to facilitate the
administration of the trusts by more than one trustee, pursuant to the
requirements of Section 6.10 or 6.13 of the Indenture; or
8. to modify the Indenture to the extent necessary to effect the
Indenture Trustee's qualification under the Trust Indenture Act or to
comply with the requirements of the Trust Indenture Act.
The Issuer and the Indenture Trustee may enter into any amendment of the
Servicing Agreement from time to time, without the consent of the Holder of this
Bond or any of the Bondholders, (i) to cure any ambiguity, (ii) to correct,
modify, supplement or add any provisions with respect to matters or questions
arising thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
Provided that no Issuer Event of Default has occurred and is continuing, on
any Payment Date as of which the aggregate Stated Principal Balance of the
Mortgage Loans is less than 15% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date, the Ownership Certificateholder shall
have the option to purchase the assets of the Trust Estate at the Redemption
Price and thereby effect an early redemption of the Bonds. The exercise of this
option will terminate the Trust and retire the Bonds then Outstanding.
Any request, demand, authorization, direction, notice, consent, waiver or
other action of any Holder shall bind every future Holder of this Bond and the
Holder of every Bond issued upon the transfer hereof or in exchange herefor or
in lieu hereof in respect of anything done, suffered or omitted to be done by
the Indenture Trustee or the Issuer in reliance hereon, whether or not notation
of such action is made upon this Bond.
Where the Indenture provides for notice to Bondholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid to the Holder of this
Bond, at its address as it appears on the Bond Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to the Holder of this Bond is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Bondholder shall affect the sufficiency of such notice
with respect to the Holder of this Bond, and any notice that is mailed in the
manner provided in this paragraph shall conclusively be presumed to have been
duly given.
The Holder of this Bond, by accepting this Bond, hereby covenants and
agrees that it will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings,
or any other Proceedings under any United States federal or state bankruptcy or
similar Law, in connection with any obligations relating to the Bonds, the
Indenture or the Servicing Agreement.
In the event any payment of interest on this Bond is in excess of interest
thereon at the Highest Lawful Rate, the Issuer stipulates that the excess
payment of interest will be deemed to have been paid as a result of an error on
the part of both the Indenture Trustee (for which the Indenture Trustee shall
have no liability of any kind and for the costs and expenses relating to which
the Indenture Trustee shall be indemnified by the Issuer for), acting on behalf
of the Holder hereof, and the Issuer, and the Holder hereof shall promptly, upon
discovery of such error or upon notice thereof from the Issuer or the Indenture
Trustee, refund the amount of such excess or, at the option of the Indenture
Trustee, apply the excess to the payment of principal on this Bond, if any,
remaining unpaid.
The Holder of this Bond, by its acceptance of this Bond, agrees to treat
this Bond for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer. Amounts properly withheld under the Code
by any Person from a payment to any Holder of this Bond of interest and
principal shall be considered as having been paid by the Issuer to the Holder
hereof for all purposes of the Indenture.
The Issuer, the Indenture Trustee, the Bond Registrar and any agent thereof
may treat the Person in whose name this Bond is registered as the owner hereof
for all purposes, and none of the Issuer, the Indenture Trustee or any such
agent shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee or any Authenticating Agent, by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Estate (to the extent of its rights therein) for
payments hereunder.
This Bond shall be construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.
Dated: March [___], 1999
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST
1999-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely in its
capacity as Owner Trustee
By: _____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Indenture.
Dated: March [___], 1999
LASALLE NATIONAL BANK
as Indenture Trustee
By: _____________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(please print or typewrite name and address
including postal zip code of assignee)
the within Bond and hereby authorize(s) the registration of transfer of such
Bond to assignee on the Bond Register.
I (we) further direct the Bond Registrar to issue a new Bond of a like
Percentage Interest and Class to the above named assignee and deliver such Bond
to the following address:
______________________________________________________________________
______________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of Assignor
_____________________________________
Signature Guaranteed
PAYMENT INSTRUCTIONS
The Assignee should include the following for purposes of payment:
Payments shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to ________________________________________________
for the account of ____________________________________________________________.
Payments made by check (such check to be made payable to
_________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by _________________________, the Assignee
named above, or _________________________, as its agent.
EXHIBIT A-5
CLASS B BOND
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
CLASS B COLLATERALIZED MORTGAGE BOND
SERIES 1999-1
Bond Interest Rate: As determined in Aggregate Bond Principal Amount of the
accordance with the Indenture Class B Bonds as of the Closing Date:
$11,631,000
Date of Indenture: As of February 1, Initial Bond Principal Amount of this
1999 Class B Bond as of the Closing Date:
$__________
Closing Date: March 10, 1999
First Payment Date: March 25, 1999
Stated Maturity Date: June 1, 2030
Issuer: ICCMAC Multifamily and Indenture Trustee: LaSalle National
Commercial Trust 1999-1 Bank
Owner Trustee: Wilmington Trust Company
Bond No. B-__
CUSIP Xx. 000000 XX 0
XXXX Xx. XX000000XX00
Common Code: 9551867
Unless this Bond is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to Issuer or its agent for
registration of transfer, exchange, or payment, and any Bond issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
EACH TRANSFEREE OF THIS BOND OR A BENEFICIAL INTEREST HEREIN THAT IS A PLAN, OR
IS A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN, SHALL BE
DEEMED TO REPRESENT THAT THE RELEVANT CONDITIONS FOR EXEMPTIVE RELIEF UNDER AT
LEAST ONE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS HAVE BEEN
SATISFIED: ERISA PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23 (RELATING
TO TRANSACTIONS EFFECTED BY AN "IN-HOUSE ASSET MANAGER"), PTCE 95-60 (RELATING
TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), PTCE 91-38
(RELATING TO TRANSACTIONS INVOLVING BANK COLLECTIVE INVESTMENT FUNDS), PTCE 90-1
(RELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY POOLED SEPARATE ACCOUNTS)
AND PTCE 84-14 (RELATING TO TRANSACTIONS EFFECTED BY A "QUALIFIED PROFESSIONAL
ASSET MANAGER").
THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID
SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE
COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PERSON.
PAYMENTS IN REDUCTION OF THE BOND PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE
MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.
THIS BOND IS SUBORDINATE TO CERTAIN OTHER CLASSES OF BONDS OF THE SAME SERIES,
AS AND TO THE EXTENT PROVIDED IN THE INDENTURE REFERRED TO HEREIN.
This certifies that [____________] is the registered owner of this Bond
which is one of a series of Collateralized Mortgage Bonds (collectively, the
"Bonds") issued by the Issuer referred to above in multiple classes (each, a
"Class") pursuant to an Indenture, dated as of February 1, 1999 (the
"Indenture"), between the Owner Trustee referred to above, on behalf of the
Issuer, and the Indenture Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions
of the Indenture is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned in the
Indenture. This Bond is issued under and is subject to the terms, provisions and
conditions of the Indenture, to which Indenture the Holder of this Bond by
virtue of the acceptance hereof assents and by which such Holder is bound.
The Issuer, a Delaware business trust, for value received, hereby promises
to pay to [____________] or registered assigns, the principal sum of
$______________ no later than the Stated Maturity Date referred to above. On
each Payment Date, the Issuer will pay interest on this Bond at a rate per annum
equal to the Bond Interest Rate for the applicable Interest Accrual Period, as
determined in accordance with the Indenture. The "Interest Accrual Period" with
respect this Bond is 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.
Pursuant to the terms of the Indenture, payments will be made on the Class
of Bonds to which this Bond belongs, pro rata among the Bonds of such Class
based on their respective Bond Principal Amounts, on the 25th day of each month
or, if any such day is not a Business Day, then on the next succeeding Business
Day (each, a "Payment Date"), commencing on the first Payment Date specified
above, to the Person in whose name this Bond is registered at the close of
business on the related Record Date. In the case of Book-Entry Bonds, such
payments shall be made by wire transfer to the Depository in immediately
available funds. In the case of Bonds other than Book-Entry Bonds, such payments
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in such request. Any permitted request for receipt of a wire transfer
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. Notwithstanding the foregoing, the final payment on this
Bond will be made in like manner, but only upon presentation and surrender of
this Bond at the offices of the Indenture Trustee or such other location
specified in the notice to the Holder hereof of such final payment.
Notwithstanding anything herein to the contrary, no payments will be made with
respect to a Bond that has previously been surrendered as contemplated by the
preceding sentence or, with limited exception, that should have been surrendered
as contemplated by the preceding sentence.
The Bonds are limited in right of payment to certain distributions on the
Collateral, all as more specifically set forth herein and in the Indenture. As
provided in the Indenture, withdrawals from the Payment Account may be made from
time to time for purposes other than, and, in certain cases, prior to, payments
to Bondholders, such purposes including the reimbursement of certain expenses
incurred by the Indenture Trustee under the Indenture.
Any payment to the Holder of this Bond in reduction of the Bond Principal
Amount hereof is binding on such Holder and all future Holders of this Bond and
any Bond issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such payment is made upon this Bond.
The Class of Bonds to which this Bond relates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, this Bond is exchangeable for new Bonds of the same Class in
authorized denominations evidencing the same aggregate Bond Principal Amount, as
requested by the Holder surrendering the same.
Initially, this Bond will be held in book-entry form (all such Bonds held
from time to time in such form, the "Book-Entry Bonds"). Under certain
circumstances described herein, this Bond may cease to be held in book-entry
form and will be held as a fully registered, physical bond (all such Bonds held
from time to time in such form the "Definitive Bonds").
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Bond Register upon
surrender of this Bond for registration of transfer at the offices of the Bond
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Bond Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds of the same Class in authorized denominations evidencing the same
aggregate Bond Principal Amount will be issued to the designated transferee or
transferees.
No service charge will be imposed for any registration of transfer or
exchange of this Bond, but the Indenture Trustee or the Bond Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Bond.
Notwithstanding the foregoing, if this Bond is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative
of DTC, transfers of interests in this Bond shall be made through the book-entry
facilities of DTC, and accordingly, this Bond shall constitute a Book-Entry
Bond.
No transfer of this Bond or any interest herein shall be made (A) to any
retirement plan or other employee benefit plan or 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, without limitation, insurance company
general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Bond or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, except in accordance with the Indenture. Each Person who acquires this
Bond or any interest herein shall be deemed to have represented and warranted to
and for the benefit of the Issuer, the Owner Trustee, the Administrator, the
Master Servicer, the Special Servicer, the Depositor, the Bond Registrar or the
Indenture Trustee that either: (i) it is neither a Plan nor any Person who is
directly or indirectly purchasing such Bond or interest therein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of such Bond or any interest therein by or on behalf of, or
with assets of, such Person will meet all relevant conditions for exemptive
relief under at least one of the following prohibited transaction class
exemptions have been satisfied: ERISA Prohibited Transaction Class Exemption
("PTCE") 96-23 (relating to transactions effected by an "in-house asset
manager"), PTCE 95-60 (relating to transactions involving insurance company
general accounts), PTCE 91-38 (relating to transactions involving bank
collective investment funds), XXXX 00-0 (relating to transactions involving
insurance company pooled separate accounts) and PTCE 84-14 (relating to
transactions effected by a "qualified professional asset manager").
Failure to make timely payments of interest and principal on this Bond will
not constitute Issuer Events of Default under the Indenture, except that (a) the
failure to pay all interest on and principal of this Bond by its Stated Maturity
Date and (b) in the event that, and for so long as, the Class to which this Bond
relates is the most senior Outstanding Class of Bonds as determined pursuant to
the Indenture, the failure to pay all interest within five (5) days of the
Payment Date on which payment is due (excluding any LIBOR Deficiency Amounts)
will constitute Issuer Events of Default under the Indenture.
Subject to the applicable requirements of abandoned property Laws, any
money held by any Paying Agent in trust for the payment of any amount due with
respect to this Bond and remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust and shall be paid to
the Issuer on Issuer Request; and the Holder of this Bond shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Issuer or such Paying Agent with respect to such trust money shall thereupon
cease.
No Holder of this Bond shall have any right to institute any
Proceedings, judicial or otherwise, with respect to the Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:
1. such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
2. the Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular
Proceedings pursuant to Section 5.12 of the Indenture and shall hold
Bonds which, in the aggregate, shall represent more than 50% of the
Voting Rights of such Bonds) shall have made written request to the
Indenture Trustee to institute Proceedings in respect of such Issuer
Event of Default in its own name as Indenture Trustee hereunder;
3. such Holder or Holders have offered to the Indenture Trustee adequate
indemnity or security reasonably satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in
compliance with such request;
4. the Indenture Trustee has, for sixty (60) days after its receipt of
such notice, request and offer of indemnity or security, failed to
institute any such proceeding; and
5. no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no Holders of this Bond shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of the Indenture to affect, disturb or prejudice the rights of any
other Bondholders or to obtain or to seek to obtain priority or preference over
any other Bondholders or to enforce any right under the Indenture, except in the
manner herein provided and, for the equal and ratable benefit of all
Bondholders.
Each Holder of this Bond by its acceptance hereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under the Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant.
Without the consent of the Holder of this Bond or any Bondholders,
the parties to the Indenture at any time and from time to time, may amend the
Indenture or enter into one or more indentures supplemental thereto, for any of
the following purposes:
1. to correct and amplify the description of any property at any time
subject to the lien of the Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to
be subjected to the lien of the Indenture, or to subject additional
property to the lien of the Indenture;
2. to add to the limitations and restrictions on the authorized amount,
terms and purposes of the issuance, authentication and delivery of any
Bonds, as set forth in the Indenture, additional limitations and
restrictions thereafter to be observed;
3. to evidence the succession, in compliance with the applicable
provisions in the Indenture, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer
contained in the Indenture and in the Bonds;
4. to add to the covenants of the Issuer or the Indenture Trustee, for
the benefit of the Holders, or to surrender any right or power in the
Indenture conferred upon the Issuer;
5. to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee;
6. to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be defective or inconsistent with any other
provisions herein, or to amend any other provisions with respect to
matters or questions arising under the Indenture, provided that such
action shall not materially and adversely affect the interests of any
of the Holders of the Bonds, as evidenced by an Opinion of Counsel or
by written confirmation from the Ratings Agencies that such supplement
will not cause an Adverse Rating Event;
7. to evidence and provide for the acceptance of appointment under the
Indenture by a successor trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to facilitate the
administration of the trusts by more than one trustee, pursuant to the
requirements of Section 6.10 or 6.13 of the Indenture; or
8. to modify the Indenture to the extent necessary to effect the
Indenture Trustee's qualification under the Trust Indenture Act or to
comply with the requirements of the Trust Indenture Act.
The Issuer and the Indenture Trustee may enter into any amendment of the
Servicing Agreement from time to time, without the consent of the Holder of this
Bond or any of the Bondholders, (i) to cure any ambiguity, (ii) to correct,
modify, supplement or add any provisions with respect to matters or questions
arising thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
Provided that no Issuer Event of Default has occurred and is continuing, on
any Payment Date as of which the aggregate Stated Principal Balance of the
Mortgage Loans is less than 15% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date, the Ownership Certificateholder shall
have the option to purchase the assets of the Trust Estate at the Redemption
Price and thereby effect an early redemption of the Bonds. The exercise of this
option will terminate the Trust and retire the Bonds then Outstanding.
Any request, demand, authorization, direction, notice, consent, waiver or
other action of any Holder shall bind every future Holder of this Bond and the
Holder of every Bond issued upon the transfer hereof or in exchange herefor or
in lieu hereof in respect of anything done, suffered or omitted to be done by
the Indenture Trustee or the Issuer in reliance hereon, whether or not notation
of such action is made upon this Bond.
Where the Indenture provides for notice to Bondholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid to the Holder of this
Bond, at its address as it appears on the Bond Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to the Holder of this Bond is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Bondholder shall affect the sufficiency of such notice
with respect to the Holder of this Bond, and any notice that is mailed in the
manner provided in this paragraph shall conclusively be presumed to have been
duly given.
The Holder of this Bond, by accepting this Bond, hereby covenants and
agrees that it will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings,
or any other Proceedings under any United States federal or state bankruptcy or
similar Law, in connection with any obligations relating to the Bonds, the
Indenture or the Servicing Agreement.
In the event any payment of interest on this Bond is in excess of interest
thereon at the Highest Lawful Rate, the Issuer stipulates that the excess
payment of interest will be deemed to have been paid as a result of an error on
the part of both the Indenture Trustee (for which the Indenture Trustee shall
have no liability of any kind and for the costs and expenses relating to which
the Indenture Trustee shall be indemnified by the Issuer for), acting on behalf
of the Holder hereof, and the Issuer, and the Holder hereof shall promptly, upon
discovery of such error or upon notice thereof from the Issuer or the Indenture
Trustee, refund the amount of such excess or, at the option of the Indenture
Trustee, apply the excess to the payment of principal on this Bond, if any,
remaining unpaid.
The Holder of this Bond, by its acceptance of this Bond, agrees to treat
this Bond for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer. Amounts properly withheld under the Code
by any Person from a payment to any Holder of this Bond of interest and
principal shall be considered as having been paid by the Issuer to the Holder
hereof for all purposes of the Indenture.
The Issuer, the Indenture Trustee, the Bond Registrar and any agent thereof
may treat the Person in whose name this Bond is registered as the owner hereof
for all purposes, and none of the Issuer, the Indenture Trustee or any such
agent shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee or any Authenticating Agent, by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Estate (to the extent of its rights therein) for
payments hereunder.
This Bond shall be construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.
Dated: March [___], 1999
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST
1999-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely in its
capacity as Owner Trustee
By: _____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Indenture.
Dated: March [___], 1999
LASALLE NATIONAL BANK
as Indenture Trustee
By: _____________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(please print or typewrite name and address
including postal zip code of assignee)
the within Bond and hereby authorize(s) the registration of transfer of such
Bond to assignee on the Bond Register.
I (we) further direct the Bond Registrar to issue a new Bond of a like
Percentage Interest and Class to the above named assignee and deliver such Bond
to the following address:
______________________________________________________________________
______________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of Assignor
_____________________________________
Signature Guaranteed
PAYMENT INSTRUCTIONS
The Assignee should include the following for purposes of payment:
Payments shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to ________________________________________________
for the account of ____________________________________________________________.
Payments made by check (such check to be made payable to
_________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by _________________________, the Assignee
named above, or _________________________, as its agent.
EXHIBIT A-6
CLASS C BOND
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
CLASS C COLLATERALIZED MORTGAGE BOND
SERIES 1999-1
Bond Interest Rate: As determined in Aggregate Bond Principal Amount of the
accordance with the Indenture Class C Bonds as of the Closing Date:
$14,539,000
Date of Indenture: As of February 1, Initial Bond Principal Amount of this
1999 Class C Bond as of the Closing Date:
$__________
Closing Date: March 10, 1999
First Payment Date: March 25, 1999
Stated Maturity Date: June 1, 2030
Issuer: ICCMAC Multifamily and Indenture Trustee: LaSalle National
Commercial Trust 1999-1 Bank
Owner Trustee: Wilmington Trust
Company
Bond No. C-__
CUSIP No. 449235 AF 7
ISIN No. US449235AF74
Common Code: 9551883
Unless this Bond is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to Issuer or its agent for
registration of transfer, exchange, or payment, and any Bond issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
EACH TRANSFEREE OF THIS BOND OR A BENEFICIAL INTEREST HEREIN THAT IS A PLAN, OR
IS A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN, SHALL BE
DEEMED TO REPRESENT THAT THE RELEVANT CONDITIONS FOR EXEMPTIVE RELIEF UNDER AT
LEAST ONE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS HAVE BEEN
SATISFIED: ERISA PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23 (RELATING
TO TRANSACTIONS EFFECTED BY AN "IN-HOUSE ASSET MANAGER"), PTCE 95-60 (RELATING
TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), PTCE 91-38
(RELATING TO TRANSACTIONS INVOLVING BANK COLLECTIVE INVESTMENT FUNDS), PTCE 90-1
(RELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY POOLED SEPARATE ACCOUNTS)
AND PTCE 84-14 (RELATING TO TRANSACTIONS EFFECTED BY A "QUALIFIED PROFESSIONAL
ASSET MANAGER").
THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID
SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE
COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PERSON.
PAYMENTS IN REDUCTION OF THE BOND PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE
MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.
THIS BOND IS SUBORDINATE TO CERTAIN OTHER CLASSES OF BONDS OF THE SAME SERIES,
AS AND TO THE EXTENT PROVIDED IN THE INDENTURE REFERRED TO HEREIN.
This certifies that [____________] is the registered owner of this Bond
which is one of a series of Collateralized Mortgage Bonds (collectively, the
"Bonds") issued by the Issuer referred to above in multiple classes (each, a
"Class") pursuant to an Indenture, dated as of February 1, 1999 (the
"Indenture"), between the Owner Trustee referred to above, on behalf of the
Issuer, and the Indenture Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions
of the Indenture is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned in the
Indenture. This Bond is issued under and is subject to the terms, provisions and
conditions of the Indenture, to which Indenture the Holder of this Bond by
virtue of the acceptance hereof assents and by which such Holder is bound.
The Issuer, a Delaware business trust, for value received, hereby promises
to pay to [____________] or registered assigns, the principal sum of
$______________ no later than the Stated Maturity Date referred to above. On
each Payment Date, the Issuer will pay interest on this Bond at a rate per annum
equal to the Bond Interest Rate for the applicable Interest Accrual Period, as
determined in accordance with the Indenture. The "Interest Accrual Period" with
respect to this Bond is 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.
Pursuant to the terms of the Indenture, payments will be made on the Class
of Bonds to which this Bond belongs, pro rata among the Bonds of such Class
based on their respective Bond Principal Amounts, on the 25th day of each month
or, if any such day is not a Business Day, then on the next succeeding Business
Day (each, a "Payment Date"), commencing on the first Payment Date specified
above, to the Person in whose name this Bond is registered at the close of
business on the related Record Date. In the case of Book-Entry Bonds, such
payments shall be made by wire transfer to the Depository in immediately
available funds. In the case of Bonds other than Book-Entry Bonds, such payments
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in such request. Any permitted request for receipt of a wire transfer
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. Notwithstanding the foregoing, the final payment on this
Bond will be made in like manner, but only upon presentation and surrender of
this Bond at the offices of the Indenture Trustee or such other location
specified in the notice to the Holder hereof of such final payment.
Notwithstanding anything herein to the contrary, no payments will be made with
respect to a Bond that has previously been surrendered as contemplated by the
preceding sentence or, with limited exception, that should have been surrendered
as contemplated by the preceding sentence.
The Bonds are limited in right of payment to certain distributions on the
Collateral, all as more specifically set forth herein and in the Indenture. As
provided in the Indenture, withdrawals from the Payment Account may be made from
time to time for purposes other than, and, in certain cases, prior to, payments
to Bondholders, such purposes including the reimbursement of certain expenses
incurred by the Indenture Trustee under the Indenture.
Any payment to the Holder of this Bond in reduction of the Bond Principal
Amount hereof is binding on such Holder and all future Holders of this Bond and
any Bond issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such payment is made upon this Bond.
The Class of Bonds to which this Bond relates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, this Bond is exchangeable for new Bonds of the same Class in
authorized denominations evidencing the same aggregate Bond Principal Amount, as
requested by the Holder surrendering the same.
Initially, this Bond will be held in book-entry form (all such Bonds held
from time to time in such form, the "Book-Entry Bonds"). Under certain
circumstances described herein, this Bond may cease to be held in book-entry
form and will be held as a fully registered, physical bond (all such Bonds held
from time to time in such form the "Definitive Bonds").
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Bond Register upon
surrender of this Bond for registration of transfer at the offices of the Bond
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Bond Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds of the same Class in authorized denominations evidencing the same
aggregate Bond Principal Amount will be issued to the designated transferee or
transferees.
No service charge will be imposed for any registration of transfer or
exchange of this Bond, but the Indenture Trustee or the Bond Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Bond.
Notwithstanding the foregoing, if this Bond is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative
of DTC, transfers of interests in this Bond shall be made through the book-entry
facilities of DTC, and accordingly, this Bond shall constitute a Book-Entry
Bond.
No transfer of this Bond or any interest herein shall be made (A) to any
retirement plan or other employee benefit plan or 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, without limitation, insurance company
general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Bond or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, except in accordance with the Indenture. Each Person who acquires this
Bond or any interest herein shall be deemed to have represented and warranted to
and for the benefit of the Issuer, the Owner Trustee, the Administrator, the
Master Servicer, the Special Servicer, the Depositor, the Bond Registrar or the
Indenture Trustee that either: (i) it is neither a Plan nor any Person who is
directly or indirectly purchasing such Bond or interest therein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of such Bond or any interest therein by or on behalf of, or
with assets of, such Person will meet all relevant conditions for exemptive
relief under at least one of the following prohibited transaction class
exemptions have been satisfied: ERISA Prohibited Transaction Class Exemption
("PTCE") 96-23 (relating to transactions effected by an "in-house asset
manager"), PTCE 95-60 (relating to transactions involving insurance company
general accounts), PTCE 91-38 (relating to transactions involving bank
collective investment funds), XXXX 00-0 (relating to transactions involving
insurance company pooled separate accounts) and PTCE 84-14 (relating to
transactions effected by a "qualified professional asset manager").
Failure to make timely payments of interest and principal on this Bond will
not constitute Issuer Events of Default under the Indenture, except that (a) the
failure to pay all interest on and principal of this Bond by its Stated Maturity
Date and (b) in the event that, and for so long as, the Class to which this Bond
relates is the most senior Outstanding Class of Bonds as determined pursuant to
the Indenture, the failure to pay all interest within five (5) days of the
Payment Date on which payment is due (excluding any LIBOR Deficiency Amounts)
will constitute Issuer Events of Default under the Indenture.
Subject to the applicable requirements of abandoned property Laws, any
money held by any Paying Agent in trust for the payment of any amount due with
respect to this Bond and remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust and shall be paid to
the Issuer on Issuer Request; and the Holder of this Bond shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Issuer or such Paying Agent with respect to such trust money shall thereupon
cease.
No Holder of this Bond shall have any right to institute any
Proceedings, judicial or otherwise, with respect to the Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:
1. such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
2. the Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular
Proceedings pursuant to Section 5.12 of the Indenture and shall hold
Bonds which, in the aggregate, shall represent more than 50% of the
Voting Rights of such Bonds) shall have made written request to the
Indenture Trustee to institute Proceedings in respect of such Issuer
Event of Default in its own name as Indenture Trustee hereunder;
3. such Holder or Holders have offered to the Indenture Trustee adequate
indemnity or security reasonably satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in
compliance with such request;
4. the Indenture Trustee has, for sixty (60) days after its receipt of
such notice, request and offer of indemnity or security, failed to
institute any such proceeding; and
5. no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no Holders of this Bond shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of the Indenture to affect, disturb or prejudice the rights of any
other Bondholders or to obtain or to seek to obtain priority or preference over
any other Bondholders or to enforce any right under the Indenture, except in the
manner herein provided and, for the equal and ratable benefit of all
Bondholders.
Each Holder of this Bond by its acceptance hereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under the Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant.
Without the consent of the Holder of this Bond or any Bondholders, the
parties to the Indenture at any time and from time to time, may amend the
Indenture or enter into one or more indentures supplemental thereto, for any of
the following purposes:
1. to correct and amplify the description of any property at any time
subject to the lien of the Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to
be subjected to the lien of the Indenture, or to subject additional
property to the lien of the Indenture;
2. to add to the limitations and restrictions on the authorized amount,
terms and purposes of the issuance, authentication and delivery of any
Bonds, as set forth in the Indenture, additional limitations and
restrictions thereafter to be observed;
3. to evidence the succession, in compliance with the applicable
provisions in the Indenture, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer
contained in the Indenture and in the Bonds;
4. to add to the covenants of the Issuer or the Indenture Trustee, for
the benefit of the Holders, or to surrender any right or power in the
Indenture conferred upon the Issuer;
5. to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee;
6. to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be defective or inconsistent with any other
provisions herein, or to amend any other provisions with respect to
matters or questions arising under the Indenture, provided that such
action shall not materially and adversely affect the interests of any
of the Holders of the Bonds, as evidenced by an Opinion of Counsel or
by written confirmation from the Ratings Agencies that such supplement
will not cause an Adverse Rating Event;
7. to evidence and provide for the acceptance of appointment under the
Indenture by a successor trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to facilitate the
administration of the trusts by more than one trustee, pursuant to the
requirements of Section 6.10 or 6.13 of the Indenture; or
8. to modify the Indenture to the extent necessary to effect the
Indenture Trustee's qualification under the Trust Indenture Act or to
comply with the requirements of the Trust Indenture Act.
The Issuer and the Indenture Trustee may enter into any amendment of the
Servicing Agreement from time to time, without the consent of the Holder of this
Bond or any of the Bondholders, (i) to cure any ambiguity, (ii) to correct,
modify, supplement or add any provisions with respect to matters or questions
arising thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
Provided that no Issuer Event of Default has occurred and is continuing, on
any Payment Date as of which the aggregate Stated Principal Balance of the
Mortgage Loans is less than 15% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date, the Ownership Certificateholder shall
have the option to purchase the assets of the Trust Estate at the Redemption
Price and thereby effect an early redemption of the Bonds. The exercise of this
option will terminate the Trust and retire the Bonds then Outstanding.
Any request, demand, authorization, direction, notice, consent, waiver or
other action of any Holder shall bind every future Holder of this Bond and the
Holder of every Bond issued upon the transfer hereof or in exchange herefor or
in lieu hereof in respect of anything done, suffered or omitted to be done by
the Indenture Trustee or the Issuer in reliance hereon, whether or not notation
of such action is made upon this Bond.
Where the Indenture provides for notice to Bondholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid to the Holder of this
Bond, at its address as it appears on the Bond Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to the Holder of this Bond is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Bondholder shall affect the sufficiency of such notice
with respect to the Holder of this Bond, and any notice that is mailed in the
manner provided in this paragraph shall conclusively be presumed to have been
duly given.
The Holder of this Bond, by accepting this Bond, hereby covenants and
agrees that it will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings,
or any other Proceedings under any United States federal or state bankruptcy or
similar Law, in connection with any obligations relating to the Bonds, the
Indenture or the Servicing Agreement.
In the event any payment of interest on this Bond is in excess of interest
thereon at the Highest Lawful Rate, the Issuer stipulates that the excess
payment of interest will be deemed to have been paid as a result of an error on
the part of both the Indenture Trustee (for which the Indenture Trustee shall
have no liability of any kind and for the costs and expenses relating to which
the Indenture Trustee shall be indemnified by the Issuer for), acting on behalf
of the Holder hereof, and the Issuer, and the Holder hereof shall promptly, upon
discovery of such error or upon notice thereof from the Issuer or the Indenture
Trustee, refund the amount of such excess or, at the option of the Indenture
Trustee, apply the excess to the payment of principal on this Bond, if any,
remaining unpaid.
The Holder of this Bond, by its acceptance of this Bond, agrees to treat
this Bond for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer. Amounts properly withheld under the Code
by any Person from a payment to any Holder of this Bond of interest and
principal shall be considered as having been paid by the Issuer to the Holder
hereof for all purposes of the Indenture.
The Issuer, the Indenture Trustee, the Bond Registrar and any agent thereof
may treat the Person in whose name this Bond is registered as the owner hereof
for all purposes, and none of the Issuer, the Indenture Trustee or any such
agent shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee or any Authenticating Agent, by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Estate (to the extent of its rights therein) for
payments hereunder.
This Bond shall be construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.
Dated: March [___], 1999
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST
1999-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely in its
capacity as Owner Trustee
By: _____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Indenture.
Dated: March [___], 1999
LASALLE NATIONAL BANK
as Indenture Trustee
By: _____________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(please print or typewrite name and address
including postal zip code of assignee)
the within Bond and hereby authorize(s) the registration of transfer of such
Bond to assignee on the Bond Register.
I (we) further direct the Bond Registrar to issue a new Bond of a like
Percentage Interest and Class to the above named assignee and deliver such Bond
to the following address:
______________________________________________________________________
______________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of Assignor
_____________________________________
Signature Guaranteed
PAYMENT INSTRUCTIONS
The Assignee should include the following for purposes of payment:
Payments shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to ________________________________________________
for the account of ____________________________________________________________.
Payments made by check (such check to be made payable to
_________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by _________________________, the Assignee
named above, or _________________________, as its agent.
EXHIBIT A-7
CLASS D BOND
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
CLASS D COLLATERALIZED MORTGAGE BOND
SERIES 1999-1
Bond Interest Rate: As determined in Aggregate Bond Principal Amount of the
accordance with the Indenture Class D Bonds as of the Closing Date:
$13,085,000
Date of Indenture: As of February 1, Initial Bond Principal Amount of this
1999 Class D Bond as of the Closing Date:
$__________
Closing Date: March 10, 1999
First Payment Date: March 25, 1999
Stated Maturity Date: June 1, 2030
Issuer: ICCMAC Multifamily and Indenture Trustee: LaSalle National
Commercial Trust 1999-1 Bank
Owner Trustee: Wilmington Trust
Company
Bond No. D-__
CUSIP No. 449235 AG 5
ISIN No. US449235AG57
Common Code: 9551913
[If this Bond is to be held by or for The Depository Trust Company, then insert:
Unless this Bond is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to Issuer or its agent for
registration of transfer, exchange, or payment, and any Bond issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.]
EACH TRANSFEREE OF THIS BOND OR A BENEFICIAL INTEREST HEREIN THAT IS A PLAN, OR
IS A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN, SHALL BE
DEEMED TO REPRESENT THAT THE RELEVANT CONDITIONS FOR EXEMPTIVE RELIEF UNDER AT
LEAST ONE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS HAVE BEEN
SATISFIED: ERISA PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23 (RELATING
TO TRANSACTIONS EFFECTED BY AN "IN-HOUSE ASSET MANAGER"), PTCE 95-60 (RELATING
TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), PTCE 91-38
(RELATING TO TRANSACTIONS INVOLVING BANK COLLECTIVE INVESTMENT FUNDS), PTCE 90-1
(RELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY POOLED SEPARATE ACCOUNTS)
AND PTCE 84-14 (RELATING TO TRANSACTIONS EFFECTED BY A "QUALIFIED PROFESSIONAL
ASSET MANAGER").
THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID
SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE
COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PERSON.
PAYMENTS IN REDUCTION OF THE BOND PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE
MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.
THIS BOND IS SUBORDINATE TO CERTAIN OTHER CLASSES OF BONDS OF THE SAME SERIES,
AS AND TO THE EXTENT PROVIDED IN THE INDENTURE REFERRED TO HEREIN.
This certifies that [____________] is the registered owner of this Bond
which is one of a series of Collateralized Mortgage Bonds (collectively, the
"Bonds") issued by the Issuer referred to above in multiple classes (each, a
"Class") pursuant to an Indenture, dated as of February 1, 1999 (the
"Indenture"), between the Owner Trustee referred to above, on behalf of the
Issuer, and the Indenture Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions
of the Indenture is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned in the
Indenture. This Bond is issued under and is subject to the terms, provisions and
conditions of the Indenture, to which Indenture the Holder of this Bond by
virtue of the acceptance hereof assents and by which such Holder is bound.
The Issuer, a Delaware business trust, for value received, hereby promises
to pay to [____________] or registered assigns, the principal sum of
$______________ no later than the Stated Maturity Date referred to above. On
each Payment Date, the Issuer will pay interest on this Bond at a rate per annum
equal to the Bond Interest Rate for the applicable Interest Accrual Period, as
determined in accordance with the Indenture. The "Interest Accrual Period" with
respect to this Bond is 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.
Pursuant to the terms of the Indenture, payments will be made on the Class
of Bonds to which this Bond belongs, pro rata among the Bonds of such Class
based on their respective Bond Principal Amounts, on the 25th day of each month
or, if any such day is not a Business Day, then on the next succeeding Business
Day (each, a "Payment Date"), commencing on the first Payment Date specified
above, to the Person in whose name this Bond is registered at the close of
business on the related Record Date. In the case of Book-Entry Bonds, such
payments shall be made by wire transfer to the Depository in immediately
available funds. In the case of Bonds other than Book-Entry Bonds, such payments
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in such request. Any permitted request for receipt of a wire transfer
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. Notwithstanding the foregoing, the final payment on this
Bond will be made in like manner, but only upon presentation and surrender of
this Bond at the offices of the Indenture Trustee or such other location
specified in the notice to the Holder hereof of such final payment.
Notwithstanding anything herein to the contrary, no payments will be made with
respect to a Bond that has previously been surrendered as contemplated by the
preceding sentence or, with limited exception, that should have been surrendered
as contemplated by the preceding sentence.
The Bonds are limited in right of payment to certain distributions on the
Collateral, all as more specifically set forth herein and in the Indenture. As
provided in the Indenture, withdrawals from the Payment Account may be made from
time to time for purposes other than, and, in certain cases, prior to, payments
to Bondholders, such purposes including the reimbursement of certain expenses
incurred by the Indenture Trustee under the Indenture.
Any payment to the Holder of this Bond in reduction of the Bond Principal
Amount hereof is binding on such Holder and all future Holders of this Bond and
any Bond issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such payment is made upon this Bond.
The Class of Bonds to which this Bond relates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, this Bond is exchangeable for new Bonds of the same Class in
authorized denominations evidencing the same aggregate Bond Principal Amount, as
requested by the Holder surrendering the same.
Initially, this Bond shall be held as a fully registered, physical bond
(all such Bonds held from time to time in such form the "Definitive Bonds").
This Bond may be held in book-entry form (all such Bonds held from time to time
in such form, the "Book-Entry Bonds"). Under certain circumstances described
herein, this Bond may, if held in book-entry form, cease to be held in
book-entry form and will be held as a Definitive Bond.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Bond Register upon
surrender of this Bond for registration of transfer at the offices of the Bond
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Bond Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds of the same Class in authorized denominations evidencing the same
aggregate Bond Principal Amount will be issued to the designated transferee or
transferees.
No service charge will be imposed for any registration of transfer or
exchange of this Bond, but the Indenture Trustee or the Bond Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Bond.
Notwithstanding the foregoing, if this Bond is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative
of DTC, transfers of interests in this Bond shall be made through the book-entry
facilities of DTC, and accordingly, this Bond shall constitute a Book-Entry
Bond.
No transfer of this Bond or any interest herein shall be made (A) to any
retirement plan or other employee benefit plan or 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, without limitation, insurance company
general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Bond or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, except in accordance with the Indenture. Each Person who acquires this
Bond or any interest herein shall be deemed to have represented and warranted to
and for the benefit of the Issuer, the Owner Trustee, the Administrator, the
Master Servicer, the Special Servicer, the Depositor, the Bond Registrar or the
Indenture Trustee that either: (i) it is neither a Plan nor any Person who is
directly or indirectly purchasing such Bond or interest therein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of such Bond or any interest therein by or on behalf of, or
with assets of, such Person will meet all relevant conditions for exemptive
relief under at least one of the following prohibited transaction class
exemptions have been satisfied: ERISA Prohibited Transaction Class Exemption
("PTCE") 96-23 (relating to transactions effected by an "in-house asset
manager"), PTCE 95-60 (relating to transactions involving insurance company
general accounts), PTCE 91-38 (relating to transactions involving bank
collective investment funds), XXXX 00-0 (relating to transactions involving
insurance company pooled separate accounts) and PTCE 84-14 (relating to
transactions effected by a "qualified professional asset manager").
Failure to make timely payments of interest and principal on this Bond will
not constitute Issuer Events of Default under the Indenture, except that (a) the
failure to pay all interest on and principal of this Bond by its Stated Maturity
Date and (b) in the event that, and for so long as, the Class to which this Bond
relates is the most senior Outstanding Class of Bonds as determined pursuant to
the Indenture, the failure to pay all interest within five (5) days of the
Payment Date on which payment is due (excluding any LIBOR Deficiency Amounts)
will constitute Issuer Events of Default under the Indenture.
Subject to the applicable requirements of abandoned property Laws, any
money held by any Paying Agent in trust for the payment of any amount due with
respect to this Bond and remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust and shall be paid to
the Issuer on Issuer Request; and the Holder of this Bond shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Issuer or such Paying Agent with respect to such trust money shall thereupon
cease.
No Holder of this Bond shall have any right to institute any
Proceedings, judicial or otherwise, with respect to the Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:
1. such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
2. the Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular
Proceedings pursuant to Section 5.12 of the Indenture and shall hold
Bonds which, in the aggregate, shall represent more than 50% of the
Voting Rights of such Bonds) shall have made written request to the
Indenture Trustee to institute Proceedings in respect of such Issuer
Event of Default in its own name as Indenture Trustee hereunder;
3. such Holder or Holders have offered to the Indenture Trustee adequate
indemnity or security reasonably satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in
compliance with such request;
4. the Indenture Trustee has, for sixty (60) days after its receipt of
such notice, request and offer of indemnity or security, failed to
institute any such proceeding; and
5. no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no Holders of this Bond shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of the Indenture to affect, disturb or prejudice the rights of any
other Bondholders or to obtain or to seek to obtain priority or preference over
any other Bondholders or to enforce any right under the Indenture, except in the
manner herein provided and, for the equal and ratable benefit of all
Bondholders.
Each Holder of this Bond by its acceptance hereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under the Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant.
Without the consent of the Holder of this Bond or any Bondholders,
the parties to the Indenture at any time and from time to time, may amend the
Indenture or enter into one or more indentures supplemental thereto, for any of
the following purposes:
1. to correct and amplify the description of any property at any time
subject to the lien of the Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to
be subjected to the lien of the Indenture, or to subject additional
property to the lien of the Indenture;
2. to add to the limitations and restrictions on the authorized amount,
terms and purposes of the issuance, authentication and delivery of any
Bonds, as set forth in the Indenture, additional limitations and
restrictions thereafter to be observed;
3. to evidence the succession, in compliance with the applicable
provisions in the Indenture, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer
contained in the Indenture and in the Bonds;
4. to add to the covenants of the Issuer or the Indenture Trustee, for
the benefit of the Holders, or to surrender any right or power in the
Indenture conferred upon the Issuer;
5. to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee;
6. to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be defective or inconsistent with any other
provisions herein, or to amend any other provisions with respect to
matters or questions arising under the Indenture, provided that such
action shall not materially and adversely affect the interests of any
of the Holders of the Bonds, as evidenced by an Opinion of Counsel or
by written confirmation from the Ratings Agencies that such supplement
will not cause an Adverse Rating Event;
7. to evidence and provide for the acceptance of appointment under the
Indenture by a successor trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to facilitate the
administration of the trusts by more than one trustee, pursuant to the
requirements of Section 6.10 or 6.13 of the Indenture; or
8. to modify the Indenture to the extent necessary to effect the
Indenture Trustee's qualification under the Trust Indenture Act or to
comply with the requirements of the Trust Indenture Act.
The Issuer and the Indenture Trustee may enter into any amendment of the
Servicing Agreement from time to time, without the consent of the Holder of this
Bond or any of the Bondholders, (i) to cure any ambiguity, (ii) to correct,
modify, supplement or add any provisions with respect to matters or questions
arising thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
Provided that no Issuer Event of Default has occurred and is continuing, on
any Payment Date as of which the aggregate Stated Principal Balance of the
Mortgage Loans is less than 15% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date, the Ownership Certificateholder shall
have the option to purchase the assets of the Trust Estate at the Redemption
Price and thereby effect an early redemption of the Bonds. The exercise of this
option will terminate the Trust and retire the Bonds then Outstanding.
Any request, demand, authorization, direction, notice, consent, waiver or
other action of any Holder shall bind every future Holder of this Bond and the
Holder of every Bond issued upon the transfer hereof or in exchange herefor or
in lieu hereof in respect of anything done, suffered or omitted to be done by
the Indenture Trustee or the Issuer in reliance hereon, whether or not notation
of such action is made upon this Bond.
Where the Indenture provides for notice to Bondholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid to the Holder of this
Bond, at its address as it appears on the Bond Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to the Holder of this Bond is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Bondholder shall affect the sufficiency of such notice
with respect to the Holder of this Bond, and any notice that is mailed in the
manner provided in this paragraph shall conclusively be presumed to have been
duly given.
The Holder of this Bond, by accepting this Bond, hereby covenants and
agrees that it will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings,
or any other Proceedings under any United States federal or state bankruptcy or
similar Law, in connection with any obligations relating to the Bonds, the
Indenture or the Servicing Agreement.
In the event any payment of interest on this Bond is in excess of interest
thereon at the Highest Lawful Rate, the Issuer stipulates that the excess
payment of interest will be deemed to have been paid as a result of an error on
the part of both the Indenture Trustee (for which the Indenture Trustee shall
have no liability of any kind and for the costs and expenses relating to which
the Indenture Trustee shall be indemnified by the Issuer for), acting on behalf
of the Holder hereof, and the Issuer, and the Holder hereof shall promptly, upon
discovery of such error or upon notice thereof from the Issuer or the Indenture
Trustee, refund the amount of such excess or, at the option of the Indenture
Trustee, apply the excess to the payment of principal on this Bond, if any,
remaining unpaid.
The Holder of this Bond, by its acceptance of this Bond, agrees to treat
this Bond for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer. Amounts properly withheld under the Code
by any Person from a payment to any Holder of this Bond of interest and
principal shall be considered as having been paid by the Issuer to the Holder
hereof for all purposes of the Indenture.
The Issuer, the Indenture Trustee, the Bond Registrar and any agent thereof
may treat the Person in whose name this Bond is registered as the owner hereof
for all purposes, and none of the Issuer, the Indenture Trustee or any such
agent shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee or any Authenticating Agent, by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Estate (to the extent of its rights therein) for
payments hereunder.
This Bond shall be construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.
Dated: March [___], 1999
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST
1999-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely in its
capacity as Owner Trustee
By: _____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Indenture.
Dated: March [___], 1999
LASALLE NATIONAL BANK
as Indenture Trustee
By: _____________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(please print or typewrite name and address
including postal zip code of assignee)
the within Bond and hereby authorize(s) the registration of transfer of such
Bond to assignee on the Bond Register.
I (we) further direct the Bond Registrar to issue a new Bond of a like
Percentage Interest and Class to the above named assignee and deliver such Bond
to the following address:
______________________________________________________________________
______________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of Assignor
_____________________________________
Signature Guaranteed
PAYMENT INSTRUCTIONS
The Assignee should include the following for purposes of payment:
Payments shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to ________________________________________________
for the account of ____________________________________________________________.
Payments made by check (such check to be made payable to
_________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by _________________________, the Assignee
named above, or _________________________, as its agent.
EXHIBIT A-8
CLASS X BOND
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
CLASS X COLLATERALIZED MORTGAGE BOND
SERIES 1999-1
Aggregate Bond Principal Amount of the
Class X Bonds as of the Closing Date:
$2,700,000
Date of Indenture: As of February 1, Initial Bond Principal Amount of this
1999 Class X Bond as of the Closing Date:
$__________
Closing Date: March 10, 1999
First Payment Date: March 25, 1999
Stated Maturity Date: June 1, 2030
Issuer: ICCMAC Multifamily and Indenture Trustee: LaSalle National
Commercial Trust 1999-1 Bank
Owner Trustee: Wilmington Trust
Company
Bond No. X-__
THIS BOND OR ANY BENEFICIAL INTEREST THEREIN MAY NOT BE TRANSFERRED UNLESS THE
BOND REGISTRAR HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32)
OF ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID
SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE
COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PERSON.
PAYMENTS IN REDUCTION OF THE BOND PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE
MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.
THIS BOND IS SUBORDINATE TO CERTAIN OTHER CLASSES OF BONDS OF THE SAME SERIES,
AS AND TO THE EXTENT PROVIDED IN THE INDENTURE REFERRED TO HEREIN
THIS BOND HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. UNLESS
OTHERWISE PERMITTED PURSUANT TO SECTION 2.13 OF THE INDENTURE, NO TRANSFER,
SALE, PLEDGE OR OTHER DISPOSITION OF THIS BOND OR INTEREST HEREIN SHALL BE MADE
UNLESS (I) SUCH TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION IS EXEMPT FROM THE
REGISTRATION AND/OR QUALIFICATION REQUIREMENTS OF THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR IS OTHERWISE MADE IN ACCORDANCE WITH THE
SECURITIES ACT AND SUCH STATE SECURITIES LAWS AND (II) FOR SO LONG AS ANY
OFFERED BOND IS OUTSTANDING, EITHER (A) THIS BOND IS TRANSFERRED, SOLD, PLEDGED
OR OTHERWISE DISPOSED OF TOGETHER WITH ALL OTHER OUTSTANDING PRIVATE BONDS AND
THE OWNERSHIP CERTIFICATE TO A REIT OR A QRS THAT HAS PROVIDED TO THE BOND
REGISTRAR A CERTIFICATE TO THE EFFECT THAT IT IS A REIT OR A QRS, AS APPLICABLE,
OR (B) THE TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION OF THIS BOND WOULD NOT
CAUSE THE ISSUER TO BE TREATED AS A SEPARATE ASSOCIATION TAXABLE AS A
CORPORATION, AS EVIDENCED BY AN OPINION OF COUNSEL DELIVERED TO THE INDENTURE
TRUSTEE.
This certifies that _______________ is the registered owner of this Bond
which is one of a series of Collateralized Mortgage Bonds (collectively, the
"Bonds") issued by the Issuer referred to above in multiple classes (each, a
"Class") pursuant to an Indenture, dated as of February 1, 1999 (the
"Indenture"), between the Owner Trustee referred to above, on behalf of the
Issuer, and the Indenture Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions
of the Indenture is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned in the
Indenture. This Bond is issued under and is subject to the terms, provisions and
conditions of the Indenture, to which Indenture the Holder of this Bond by
virtue of the acceptance hereof assents and by which such Holder is bound.
The Issuer, a Delaware business trust, for value received, hereby promises
to pay to [____________] or registered assigns, the Class X Distributable Amount
on each Payment Date, as determined in accordance with the Indenture. The Issuer
will also pay any Class X Shortfalls and the Class X Early Termination Amount,
if any, in each case in accordance with the terms of the Indenture. This Bond
will not accrue interest except with respect to Class X Shortfalls to the extent
specified in the Indenture.
Pursuant to the terms of the Indenture, payments will be made on the Class
of Bonds to which this Bond belongs, pro rata among the Bonds of such Class
based on their respective Bond Principal Amounts, on the 25th day of each month
or, if any such day is not a Business Day, then on the next succeeding Business
Day (each, a "Payment Date"), commencing on the first Payment Date specified
above, to the Person in whose name this Bond is registered at the close of
business on the related Record Date. In the case of Book-Entry Bonds, such
payments shall be made by wire transfer to the Depository in immediately
available funds. In the case of Bonds other than Book-Entry Bonds, such payments
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in such request. Any permitted request for receipt of a wire transfer
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. Notwithstanding the foregoing, the final payment on this
Bond will be made in like manner, but only upon presentation and surrender of
this Bond at the offices of the Indenture Trustee or such other location
specified in the notice to the Holder hereof of such final payment.
Notwithstanding anything herein to the contrary, no payments will be made with
respect to a Bond that has previously been surrendered as contemplated by the
preceding sentence or, with limited exception, that should have been surrendered
as contemplated by the preceding sentence.
The Bonds are limited in right of payment to certain distributions on the
Collateral, all as more specifically set forth herein and in the Indenture. As
provided in the Indenture, withdrawals from the Payment Account may be made from
time to time for purposes other than, and, in certain cases, prior to, payments
to Bondholders, such purposes including the reimbursement of certain expenses
incurred by the Indenture Trustee under the Indenture.
Any payment to the Holder of this Bond in reduction of the Bond Principal
Amount hereof is binding on such Holder and all future Holders of this Bond and
any Bond issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such payment is made upon this Bond.
The Class of Bonds to which this Bond relates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, this Bond is exchangeable for new Bonds of the same Class in
authorized denominations evidencing the same aggregate Bond Principal Amount, as
requested by the Holder surrendering the same.
This Bond shall be held as a fully registered, physical bond (all such
Bonds held from time to time in such form the "Definitive Bonds").
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Bond Register upon
surrender of this Bond for registration of transfer at the offices of the Bond
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Bond Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds of the same Class in authorized denominations evidencing the same
aggregate Bond Principal Amount will be issued to the designated transferee or
transferees.
No service charge will be imposed for any registration of transfer or
exchange of this Bond, but the Indenture Trustee or the Bond Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Bond.
No transfer of this Bond or any interest herein shall be made (A) to any
retirement plan or other employee benefit plan or 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, without limitation, insurance company
general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Bond or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan. Each Person who acquires this Bond or any interest herein shall represent
and warrant to and for the benefit of the Issuer, the Owner Trustee, the
Administrator, the Master Servicer, the Special Servicer, the Depositor, the
Bond Registrar or the Indenture Trustee that it is neither a Plan nor any Person
who is directly or indirectly purchasing such Bond or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan.
In addition any transferee will make each of the representations,
warranties and covenants contained in the certificate of transfer delivered to
the transferor pursuant to Section 2.13 of the Indenture, as applicable.
Any Holder of this Bond desiring to effect a transfer of this Bond or
interest therein shall, and by acceptance of this Bond does hereby agree to,
indemnify the Issuer, the Administrator, the Owner Trustee, the Indenture
Trustee, the Fiscal Agent and the Bond Registrar against any liability that may
result if the transfer is not exempt or is not made in accordance with the
Securities Act or any applicable state securities Laws.
Failure to make timely payments of amounts due on this Bond will not
constitute Issuer Events of Default under the Indenture, except that (a) the
failure to pay all unpaid Scheduled Payments or, if an acceleration or an
optional redemption pursuant to Section 11.01 of the Indenture has occurred, the
Class X Early Termination Amount, by the Stated Maturity Date of this Bond and
(b) in the event that, and for so long as, the Class to which this Bond relates
is the most senior Outstanding Class of Bonds as determined pursuant to the
Indenture, the failure to pay the Class X Distributable Amount within five (5)
days of the Payment Date on which payment is due (excluding any Class X
Shortfalls), will constitute Issuer Events of Default under the Indenture.
Subject to the applicable requirements of abandoned property Laws, any
money held by any Paying Agent in trust for the payment of any amount due with
respect to this Bond and remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust and shall be paid to
the Issuer on Issuer Request; and the Holder of this Bond shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Issuer or such Paying Agent with respect to such trust money shall thereupon
cease.
No Holder of this Bond shall have any right to institute any
Proceedings, judicial or otherwise, with respect to the Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:
1. such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
2. the Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular
Proceedings pursuant to Section 5.12 of the Indenture and shall hold
Bonds which, in the aggregate, shall represent more than 50% of the
Voting Rights of such Bonds) shall have made written request to the
Indenture Trustee to institute Proceedings in respect of such Issuer
Event of Default in its own name as Indenture Trustee hereunder;
3. such Holder or Holders have offered to the Indenture Trustee adequate
indemnity or security reasonably satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in
compliance with such request;
4. the Indenture Trustee has, for sixty (60) days after its receipt of
such notice, request and offer of indemnity or security, failed to
institute any such proceeding; and
5. no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no Holders of this Bond shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of the Indenture to affect, disturb or prejudice the rights of any
other Bondholders or to obtain or to seek to obtain priority or preference over
any other Bondholders or to enforce any right under the Indenture, except in the
manner herein provided and, for the equal and ratable benefit of all
Bondholders.
Each Holder of this Bond by its acceptance hereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under the Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant.
Without the consent of the Holder of this Bond or any Bondholders,
the parties to the Indenture at any time and from time to time, may amend the
Indenture or enter into one or more indentures supplemental thereto, for any of
the following purposes:
1. to correct and amplify the description of any property at any time
subject to the lien of the Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to
be subjected to the lien of the Indenture, or to subject additional
property to the lien of the Indenture;
2. to add to the limitations and restrictions on the authorized amount,
terms and purposes of the issuance, authentication and delivery of any
Bonds, as set forth in the Indenture, additional limitations and
restrictions thereafter to be observed;
3. to evidence the succession, in compliance with the applicable
provisions in the Indenture, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer
contained in the Indenture and in the Bonds;
4. to add to the covenants of the Issuer or the Indenture Trustee, for
the benefit of the Holders, or to surrender any right or power in the
Indenture conferred upon the Issuer;
5. to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee;
6. to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be defective or inconsistent with any other
provisions herein, or to amend any other provisions with respect to
matters or questions arising under the Indenture, provided that such
action shall not materially and adversely affect the interests of any
of the Holders of the Bonds, as evidenced by an Opinion of Counsel or
by written confirmation from the Ratings Agencies that such supplement
will not cause an Adverse Rating Event;
7. to evidence and provide for the acceptance of appointment under the
Indenture by a successor trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to facilitate the
administration of the trusts by more than one trustee, pursuant to the
requirements of Section 6.10 or 6.13 of the Indenture; or
8. to modify the Indenture to the extent necessary to effect the
Indenture Trustee's qualification under the Trust Indenture Act or to
comply with the requirements of the Trust Indenture Act.
The Issuer and the Indenture Trustee may enter into any amendment of the
Servicing Agreement from time to time, without the consent of the Holder of this
Bond or any of the Bondholders, (i) to cure any ambiguity, (ii) to correct,
modify, supplement or add any provisions with respect to matters or questions
arising thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
Provided that no Issuer Event of Default has occurred and is continuing, on
any Payment Date as of which the aggregate Stated Principal Balance of the
Mortgage Loans is less than 15% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date, the Ownership Certificateholder shall
have the option to purchase the assets of the Trust Estate at the Redemption
Price and thereby effect an early redemption of the Bonds. The exercise of this
option will terminate the Trust and retire the Bonds then Outstanding.
Any request, demand, authorization, direction, notice, consent, waiver or
other action of any Holder shall bind every future Holder of this Bond and the
Holder of every Bond issued upon the transfer hereof or in exchange herefor or
in lieu hereof in respect of anything done, suffered or omitted to be done by
the Indenture Trustee or the Issuer in reliance hereon, whether or not notation
of such action is made upon this Bond.
Where the Indenture provides for notice to Bondholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid to the Holder of this
Bond, at its address as it appears on the Bond Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to the Holder of this Bond is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Bondholder shall affect the sufficiency of such notice
with respect to the Holder of this Bond, and any notice that is mailed in the
manner provided in this paragraph shall conclusively be presumed to have been
duly given.
The Holder of this Bond, by accepting this Bond, hereby covenants and
agrees that it will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings,
or any other Proceedings under any United States federal or state bankruptcy or
similar Law, in connection with any obligations relating to the Bonds, the
Indenture or the Servicing Agreement.
In the event any payment on this Bond is deemed to be in excess of the
Highest Lawful Rate, the Issuer stipulates that such excess will be deemed to
have been paid as a result of an error on the part of both the Indenture Trustee
(for which the Indenture Trustee shall have no liability of any kind and for the
costs and expenses relating to which the Indenture Trustee shall be indemnified
by the Issuer for), acting on behalf of the Holder hereof, and the Issuer, and
the Holder hereof shall promptly, upon discovery of such error or upon notice
thereof from the Issuer or the Indenture Trustee, refund the amount of such
excess or, at the option of the Indenture Trustee, apply the excess to the
payment of principal on this Bond, if any, remaining unpaid.
The Holder of this Bond, by its acceptance of this Bond, agrees to treat
this Bond for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer. Amounts properly withheld under the Code
by any Person from a payment to any Holder of this Bond shall be considered as
having been paid by the Issuer to the Holder hereof for all purposes of the
Indenture.
The Issuer, the Indenture Trustee, the Bond Registrar and any agent thereof
may treat the Person in whose name this Bond is registered as the owner hereof
for all purposes, and none of the Issuer, the Indenture Trustee or any such
agent shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee or any Authenticating Agent, by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Estate (to the extent of its rights therein) for
payments hereunder.
This Bond shall be construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.
Dated: March [___], 1999
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST
1999-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely in its
capacity as Owner Trustee
By: ____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Indenture.
Dated: March [___], 1999
LASALLE NATIONAL BANK
as Indenture Trustee
By: ____________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(please print or typewrite name and address
including postal zip code of assignee)
the within Bond and hereby authorize(s) the registration of transfer of such
Bond to assignee on the Bond Register.
I (we) further direct the Bond Registrar to issue a new Bond of a like
Percentage Interest and Class to the above named assignee and deliver such Bond
to the following address:
______________________________________________________________________
______________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of Assignor
_____________________________________
Signature Guaranteed
PAYMENT INSTRUCTIONS
The Assignee should include the following for purposes of payment:
Payments shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to ________________________________________________
for the account of ____________________________________________________________.
Payments made by check (such check to be made payable to
_________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by _________________________, the Assignee
named above, or _________________________, as its agent.
EXHIBIT A-9
CLASS E BOND
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
CLASS E COLLATERALIZED MORTGAGE BOND
SERIES 1999-1
Bond Interest Rate: As determined in Aggregate Bond Principal Amount of the
accordance with the Indenture Class E Bonds as of the Closing Date:
$4,361,000
Date of Indenture: As of February 1, Initial Bond Principal Amount of this
1999 Class E Bond as of the Closing Date:
$__________
Closing Date: March 10, 1999
First Payment Date: March 25, 1999
Stated Maturity Date: June 1, 2030
Issuer: ICCMAC Multifamily and Indenture Trustee: LaSalle National
Commercial Trust 1999-1 Bank
Owner Trustee: Wilmington Trust
Company
Bond No. E-__
CUSIP No. 449235 AH 0
XXXX Xx. XX000000XX00
Common Code: 9551930
[If this Bond is to be held by or for The Depository Trust Company, then insert:
Unless this Bond is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to Issuer or its agent for
registration of transfer, exchange, or payment, and any Bond issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.]
EACH TRANSFEREE OF THIS BOND OR A BENEFICIAL INTEREST HEREIN THAT IS A PLAN, OR
IS A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN, SHALL BE
DEEMED TO REPRESENT THAT THE RELEVANT CONDITIONS FOR EXEMPTIVE RELIEF UNDER AT
LEAST ONE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS HAVE BEEN
SATISFIED: ERISA PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23 (RELATING
TO TRANSACTIONS EFFECTED BY AN "IN-HOUSE ASSET MANAGER"), PTCE 95-60 (RELATING
TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), PTCE 91-38
(RELATING TO TRANSACTIONS INVOLVING BANK COLLECTIVE INVESTMENT FUNDS), PTCE 90-1
(RELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY POOLED SEPARATE ACCOUNTS)
AND PTCE 84-14 (RELATING TO TRANSACTIONS EFFECTED BY A "QUALIFIED PROFESSIONAL
ASSET MANAGER").
THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID
SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE
COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PERSON.
PAYMENTS IN REDUCTION OF THE BOND PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE
MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.
THIS BOND IS SUBORDINATE TO CERTAIN OTHER CLASSES OF BONDS OF THE SAME SERIES,
AS AND TO THE EXTENT PROVIDED IN THE INDENTURE REFERRED TO HEREIN.
This certifies that [____________] is the registered owner of this Bond
which is one of a series of Collateralized Mortgage Bonds (collectively, the
"Bonds") issued by the Issuer referred to above in multiple classes (each, a
"Class") pursuant to an Indenture, dated as of February 1, 1999 (the
"Indenture"), between the Owner Trustee referred to above, on behalf of the
Issuer, and the Indenture Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions
of the Indenture is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned in the
Indenture. This Bond is issued under and is subject to the terms, provisions and
conditions of the Indenture, to which Indenture the Holder of this Bond by
virtue of the acceptance hereof assents and by which such Holder is bound.
The Issuer, a Delaware business trust, for value received, hereby promises
to pay to [____________] or registered assigns, the principal sum of
$______________ no later than the Stated Maturity Date referred to above. On
each Payment Date, the Issuer will pay interest on this Bond at a rate per annum
equal to the Bond Interest Rate for the applicable Interest Accrual Period, as
determined in accordance with the Indenture. The "Interest Accrual Period" with
respect to this Bond is 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.
Pursuant to the terms of the Indenture, payments will be made on the Class
of Bonds to which this Bond belongs, pro rata among the Bonds of such Class
based on their respective Bond Principal Amounts, on the 25th day of each month
or, if any such day is not a Business Day, then on the next succeeding Business
Day (each, a "Payment Date"), commencing on the first Payment Date specified
above, to the Person in whose name this Bond is registered at the close of
business on the related Record Date. In the case of Book-Entry Bonds, such
payments shall be made by wire transfer to the Depository in immediately
available funds. In the case of Bonds other than Book-Entry Bonds, such payments
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in such request. Any permitted request for receipt of a wire transfer
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. Notwithstanding the foregoing, the final payment on this
Bond will be made in like manner, but only upon presentation and surrender of
this Bond at the offices of the Indenture Trustee or such other location
specified in the notice to the Holder hereof of such final payment.
Notwithstanding anything herein to the contrary, no payments will be made with
respect to a Bond that has previously been surrendered as contemplated by the
preceding sentence or, with limited exception, that should have been surrendered
as contemplated by the preceding sentence.
The Bonds are limited in right of payment to certain distributions on the
Collateral, all as more specifically set forth herein and in the Indenture. As
provided in the Indenture, withdrawals from the Payment Account may be made from
time to time for purposes other than, and, in certain cases, prior to, payments
to Bondholders, such purposes including the reimbursement of certain expenses
incurred by the Indenture Trustee under the Indenture.
Any payment to the Holder of this Bond in reduction of the Bond Principal
Amount hereof is binding on such Holder and all future Holders of this Bond and
any Bond issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such payment is made upon this Bond.
The Class of Bonds to which this Bond relates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, this Bond is exchangeable for new Bonds of the same Class in
authorized denominations evidencing the same aggregate Bond Principal Amount, as
requested by the Holder surrendering the same.
Initially, this Bond shall be held as a fully registered, physical bond
(all such Bonds held from time to time in such form the "Definitive Bonds").
This Bond may be held in book-entry form (all such Bonds held from time to time
in such form, the "Book-Entry Bonds"). Under certain circumstances described
herein, this Bond may, if held in book-entry form, cease to be held in
book-entry form and will be held as a Definitive Bond.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Bond Register upon
surrender of this Bond for registration of transfer at the offices of the Bond
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Bond Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds of the same Class in authorized denominations evidencing the same
aggregate Bond Principal Amount will be issued to the designated transferee or
transferees.
No service charge will be imposed for any registration of transfer or
exchange of this Bond, but the Indenture Trustee or the Bond Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Bond.
Notwithstanding the foregoing, if this Bond is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative
of DTC, transfers of interests in this Bond shall be made through the book-entry
facilities of DTC, and accordingly, this Bond shall constitute a Book-Entry
Bond.
No transfer of this Bond or any interest herein shall be made (A) to any
retirement plan or other employee benefit plan or 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, without limitation, insurance company
general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Bond or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, except in accordance with the Indenture. Each Person who acquires this
Bond or any interest herein shall be deemed to have represented and warranted to
and for the benefit of the Issuer, the Owner Trustee, the Administrator, the
Master Servicer, the Special Servicer, the Depositor, the Bond Registrar or the
Indenture Trustee that either: (i) it is neither a Plan nor any Person who is
directly or indirectly purchasing such Bond or interest therein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the
purchase and holding of such Bond or any interest therein by or on behalf of, or
with assets of, such Person will meet all relevant conditions for exemptive
relief under at least one of the following prohibited transaction class
exemptions have been satisfied: ERISA Prohibited Transaction Class Exemption
("PTCE") 96-23 (relating to transactions effected by an "in-house asset
manager"), PTCE 95-60 (relating to transactions involving insurance company
general accounts), PTCE 91-38 (relating to transactions involving bank
collective investment funds), XXXX 00-0 (relating to transactions involving
insurance company pooled separate accounts) and PTCE 84-14 (relating to
transactions effected by a "qualified professional asset manager").
Failure to make timely payments of interest and principal on this Bond will
not constitute Issuer Events of Default under the Indenture, except that (a) the
failure to pay all interest on and principal of this Bond by its Stated Maturity
Date and (b) in the event that, and for so long as, the Class to which this Bond
relates is the most senior Outstanding Class of Bonds as determined pursuant to
the Indenture, the failure to pay all interest within five (5) days of the
Payment Date on which payment is due (excluding any LIBOR Deficiency Amounts)
will constitute Issuer Events of Default under the Indenture.
Subject to the applicable requirements of abandoned property Laws, any
money held by any Paying Agent in trust for the payment of any amount due with
respect to this Bond and remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust and shall be paid to
the Issuer on Issuer Request; and the Holder of this Bond shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Issuer or such Paying Agent with respect to such trust money shall thereupon
cease.
No Holder of this Bond shall have any right to institute any
Proceedings, judicial or otherwise, with respect to the Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:
1. such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
2. the Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular
Proceedings pursuant to Section 5.12 of the Indenture and shall hold
Bonds which, in the aggregate, shall represent more than 50% of the
Voting Rights of such Bonds) shall have made written request to the
Indenture Trustee to institute Proceedings in respect of such Issuer
Event of Default in its own name as Indenture Trustee hereunder;
3. such Holder or Holders have offered to the Indenture Trustee adequate
indemnity or security reasonably satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in
compliance with such request;
4. the Indenture Trustee has, for sixty (60) days after its receipt of
such notice, request and offer of indemnity or security, failed to
institute any such proceeding; and
5. no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no Holders of this Bond shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of the Indenture to affect, disturb or prejudice the rights of any
other Bondholders or to obtain or to seek to obtain priority or preference over
any other Bondholders or to enforce any right under the Indenture, except in the
manner herein provided and, for the equal and ratable benefit of all
Bondholders.
Each Holder of this Bond by its acceptance hereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under the Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant.
Without the consent of the Holder of this Bond or any Bondholders, the
parties to the Indenture at any time and from time to time, may amend the
Indenture or enter into one or more indentures supplemental thereto, for any of
the following purposes:
1. to correct and amplify the description of any property at any time
subject to the lien of the Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to
be subjected to the lien of the Indenture, or to subject additional
property to the lien of the Indenture;
2. to add to the limitations and restrictions on the authorized amount,
terms and purposes of the issuance, authentication and delivery of any
Bonds, as set forth in the Indenture, additional limitations and
restrictions thereafter to be observed;
3. to evidence the succession, in compliance with the applicable
provisions in the Indenture, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer
contained in the Indenture and in the Bonds;
4. to add to the covenants of the Issuer or the Indenture Trustee, for
the benefit of the Holders, or to surrender any right or power in the
Indenture conferred upon the Issuer;
5. to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee;
6. to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be defective or inconsistent with any other
provisions herein, or to amend any other provisions with respect to
matters or questions arising under the Indenture, provided that such
action shall not materially and adversely affect the interests of any
of the Holders of the Bonds, as evidenced by an Opinion of Counsel or
by written confirmation from the Ratings Agencies that such supplement
will not cause an Adverse Rating Event;
7. to evidence and provide for the acceptance of appointment under the
Indenture by a successor trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to facilitate the
administration of the trusts by more than one trustee, pursuant to the
requirements of Section 6.10 or 6.13 of the Indenture; or
8. to modify the Indenture to the extent necessary to effect the
Indenture Trustee's qualification under the Trust Indenture Act or to
comply with the requirements of the Trust Indenture Act.
The Issuer and the Indenture Trustee may enter into any amendment of the
Servicing Agreement from time to time, without the consent of the Holder of this
Bond or any of the Bondholders, (i) to cure any ambiguity, (ii) to correct,
modify, supplement or add any provisions with respect to matters or questions
arising thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
Provided that no Issuer Event of Default has occurred and is continuing, on
any Payment Date as of which the aggregate Stated Principal Balance of the
Mortgage Loans is less than 15% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date, the Ownership Certificateholder shall
have the option to purchase the assets of the Trust Estate at the Redemption
Price and thereby effect an early redemption of the Bonds. The exercise of this
option will terminate the Trust and retire the Bonds then Outstanding.
Any request, demand, authorization, direction, notice, consent, waiver or
other action of any Holder shall bind every future Holder of this Bond and the
Holder of every Bond issued upon the transfer hereof or in exchange herefor or
in lieu hereof in respect of anything done, suffered or omitted to be done by
the Indenture Trustee or the Issuer in reliance hereon, whether or not notation
of such action is made upon this Bond.
Where the Indenture provides for notice to Bondholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid to the Holder of this
Bond, at its address as it appears on the Bond Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to the Holder of this Bond is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Bondholder shall affect the sufficiency of such notice
with respect to the Holder of this Bond, and any notice that is mailed in the
manner provided in this paragraph shall conclusively be presumed to have been
duly given.
The Holder of this Bond, by accepting this Bond, hereby covenants and
agrees that it will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings,
or any other Proceedings under any United States federal or state bankruptcy or
similar Law, in connection with any obligations relating to the Bonds, the
Indenture or the Servicing Agreement.
In the event any payment of interest on this Bond is in excess of interest
thereon at the Highest Lawful Rate, the Issuer stipulates that the excess
payment of interest will be deemed to have been paid as a result of an error on
the part of both the Indenture Trustee (for which the Indenture Trustee shall
have no liability of any kind and for the costs and expenses relating to which
the Indenture Trustee shall be indemnified by the Issuer for), acting on behalf
of the Holder hereof, and the Issuer, and the Holder hereof shall promptly, upon
discovery of such error or upon notice thereof from the Issuer or the Indenture
Trustee, refund the amount of such excess or, at the option of the Indenture
Trustee, apply the excess to the payment of principal on this Bond, if any,
remaining unpaid.
The Holder of this Bond, by its acceptance of this Bond, agrees to treat
this Bond for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer. Amounts properly withheld under the Code
by any Person from a payment to any Holder of this Bond of interest and
principal shall be considered as having been paid by the Issuer to the Holder
hereof for all purposes of the Indenture.
The Issuer, the Indenture Trustee, the Bond Registrar and any agent thereof
may treat the Person in whose name this Bond is registered as the owner hereof
for all purposes, and none of the Issuer, the Indenture Trustee or any such
agent shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee or any Authenticating Agent, by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Estate (to the extent of its rights therein) for
payments hereunder.
This Bond shall be construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.
Dated: March [___], 1999
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST
1999-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely in its
capacity as Owner Trustee
By: _____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Indenture.
Dated: March [___], 1999
LASALLE NATIONAL BANK
as Indenture Trustee
By: _____________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(please print or typewrite name and address
including postal zip code of assignee)
the within Bond and hereby authorize(s) the registration of transfer of such
Bond to assignee on the Bond Register.
I (we) further direct the Bond Registrar to issue a new Bond of a like
Percentage Interest and Class to the above named assignee and deliver such Bond
to the following address:
______________________________________________________________________
______________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of Assignor
_____________________________________
Signature Guaranteed
PAYMENT INSTRUCTIONS
The Assignee should include the following for purposes of payment:
Payments shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to ________________________________________________
for the account of ____________________________________________________________.
Payments made by check (such check to be made payable to
_________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by _________________________, the Assignee
named above, or _________________________, as its agent.
EXHIBIT A-10
CLASS F BOND
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
CLASS F COLLATERALIZED MORTGAGE BOND
SERIES 1999-1
Bond Interest Rate: 6.00% Aggregate Bond Principal Amount of the
Class F Bonds as of the Closing Date:
$8,723,000
Date of Indenture: As of February 1, Initial Bond Principal Amount of this
1999 Class F Bond as of the Closing Date:
$__________
Closing Date: March 10, 1999
First Payment Date: March 25, 1999
Stated Maturity Date: June 1, 2030
Issuer: ICCMAC Multifamily and Indenture Trustee: LaSalle National
Commercial Trust 1999-1 Bank
Owner Trustee: Wilmington Trust
Company
Bond No. F-__
THIS BOND OR ANY BENEFICIAL INTEREST THEREIN MAY NOT BE TRANSFERRED UNLESS THE
BOND REGISTRAR HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32)
OF ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID
SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE
COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PERSON.
PAYMENTS IN REDUCTION OF THE BOND PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE
MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.
THIS BOND IS SUBORDINATE TO CERTAIN OTHER CLASSES OF BONDS OF THE SAME SERIES,
AS AND TO THE EXTENT PROVIDED IN THE INDENTURE REFERRED TO HEREIN.
THIS BOND HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. UNLESS
OTHERWISE PERMITTED PURSUANT TO SECTION 2.13 OF THE INDENTURE, NO TRANSFER,
SALE, PLEDGE OR OTHER DISPOSITION OF THIS BOND OR INTEREST HEREIN SHALL BE MADE
UNLESS (I) SUCH TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION IS EXEMPT FROM THE
REGISTRATION AND/OR QUALIFICATION REQUIREMENTS OF THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR IS OTHERWISE MADE IN ACCORDANCE WITH THE
SECURITIES ACT AND SUCH STATE SECURITIES LAWS AND (II) FOR SO LONG AS ANY
OFFERED BOND IS OUTSTANDING, EITHER (A) THIS BOND IS TRANSFERRED, SOLD, PLEDGED
OR OTHERWISE DISPOSED OF TOGETHER WITH ALL OTHER OUTSTANDING PRIVATE BONDS AND
THE OWNERSHIP CERTIFICATE TO A REIT OR A QRS THAT HAS PROVIDED TO THE BOND
REGISTRAR A CERTIFICATE TO THE EFFECT THAT IT IS A REIT OR A QRS, AS APPLICABLE,
OR (B) THE TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION OF THIS BOND WOULD NOT
CAUSE THE ISSUER TO BE TREATED AS A SEPARATE ASSOCIATION TAXABLE AS A
CORPORATION, AS EVIDENCED BY AN OPINION OF COUNSEL DELIVERED TO THE INDENTURE
TRUSTEE.
This certifies that ____________ is the registered owner of this Bond which
is one of a series of Collateralized Mortgage Bonds (collectively, the "Bonds")
issued by the Issuer referred to above in multiple classes (each, a "Class")
pursuant to an Indenture, dated as of February 1, 1999 (the "Indenture"),
between the Owner Trustee referred to above, on behalf of the Issuer, and the
Indenture Trustee referred to above, on behalf of the holders of the Bonds (the
"Bondholders"). A summary of certain of the pertinent provisions of the
Indenture is set forth hereafter. To the extent not defined herein, capitalized
terms used herein have the respective meanings assigned in the Indenture. This
Bond is issued under and is subject to the terms, provisions and conditions of
the Indenture, to which Indenture the Holder of this Bond by virtue of the
acceptance hereof assents and by which such Holder is bound.
The Issuer, a Delaware business trust, for value received, hereby promises
to pay to ___________ or registered assigns, the principal sum of
$______________ no later than the Stated Maturity Date referred to above. On
each Payment Date, the Issuer will pay interest on this Bond at a rate per annum
equal to the Bond Interest Rate for the applicable Interest Accrual Period. The
"Interest Accrual Period" with respect to any Payment Date and with respect to
this Bond is the calendar month preceding the month in which such Payment Date
occurs and is assumed to consist of 30 days.
Pursuant to the terms of the Indenture, payments will be made on the Class
of Bonds to which this Bond belongs, pro rata among the Bonds of such Class
based on their respective Bond Principal Amounts, on the 25th day of each month
or, if any such day is not a Business Day, then on the next succeeding Business
Day (each, a "Payment Date"), commencing on the first Payment Date specified
above, to the Person in whose name this Bond is registered at the close of
business on the related Record Date. In the case of Book-Entry Bonds, such
payments shall be made by wire transfer to the Depository in immediately
available funds. In the case of Bonds other than Book-Entry Bonds, such payments
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in such request. Any permitted request for receipt of a wire transfer
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. Notwithstanding the foregoing, the final payment on this
Bond will be made in like manner, but only upon presentation and surrender of
this Bond at the offices of the Indenture Trustee or such other location
specified in the notice to the Holder hereof of such final payment.
Notwithstanding anything herein to the contrary, no payments will be made with
respect to a Bond that has previously been surrendered as contemplated by the
preceding sentence or, with limited exception, that should have been surrendered
as contemplated by the preceding sentence.
The Bonds are limited in right of payment to certain distributions on the
Collateral, all as more specifically set forth herein and in the Indenture. As
provided in the Indenture, withdrawals from the Payment Account may be made from
time to time for purposes other than, and, in certain cases, prior to, payments
to Bondholders, such purposes including the reimbursement of certain expenses
incurred by the Indenture Trustee under the Indenture.
Any payment to the Holder of this Bond in reduction of the Bond Principal
Amount hereof is binding on such Holder and all future Holders of this Bond and
any Bond issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such payment is made upon this Bond.
The Class of Bonds to which this Bond relates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, this Bond is exchangeable for new Bonds of the same Class in
authorized denominations evidencing the same aggregate Bond Principal Amount, as
requested by the Holder surrendering the same.
This Bond shall be held as a fully registered, physical bond (all such
Bonds held from time to time in such form the "Definitive Bonds").
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Bond Register upon
surrender of this Bond for registration of transfer at the offices of the Bond
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Bond Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds of the same Class in authorized denominations evidencing the same
aggregate Bond Principal Amount will be issued to the designated transferee or
transferees.
No service charge will be imposed for any registration of transfer or
exchange of this Bond, but the Indenture Trustee or the Bond Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Bond.
No transfer of this Bond or any interest herein shall be made (A) to any
retirement plan or other employee benefit plan or 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, without limitation, insurance company
general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Bond or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan. Each Person who acquires this Bond or any interest herein shall represent
and warrant to and for the benefit of the Issuer, the Owner Trustee, the
Administrator, the Master Servicer, the Special Servicer, the Depositor, the
Bond Registrar or the Indenture Trustee that it is neither a Plan nor any Person
who is directly or indirectly purchasing such Bond or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan.
In addition any transferee will make each of the representations,
warranties and covenants contained in the certificate of transfer delivered to
the transferor pursuant to Section 2.13 of the Indenture, as applicable.
Any Holder of this Bond desiring to effect a transfer of this Bond or
interest therein shall, and by acceptance of this Bond does hereby agree to,
indemnify, the Issuer, the Administrator, the Owner Trustee, the Indenture
Trustee, the Fiscal Agent and the Bond Registrar against any liability that may
result if the transfer is not exempt or is not made in accordance with the
Securities Act or any applicable state securities Laws.
Failure to make timely payments of interest and principal on this Bond will
not constitute Issuer Events of Default under the Indenture, except that (a) the
failure to pay all interest on and principal of this Bond by its Stated Maturity
Date and (b) in the event that, and for so long as, the Class to which this Bond
relates is the most senior Outstanding Class of Bonds as determined pursuant to
the Indenture, the failure to pay all interest within five (5) days of the
Payment Date on which payment is due (excluding any LIBOR Deficiency Amounts)
will constitute Issuer Events of Default under the Indenture.
Subject to the applicable requirements of abandoned property Laws, any
money held by any Paying Agent in trust for the payment of any amount due with
respect to this Bond and remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust and shall be paid to
the Issuer on Issuer Request; and the Holder of this Bond shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Issuer or such Paying Agent with respect to such trust money shall thereupon
cease.
No Holder of this Bond shall have any right to institute any
Proceedings, judicial or otherwise, with respect to the Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:
1. such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
2. the Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular
Proceedings pursuant to Section 5.12 of the Indenture and shall hold
Bonds which, in the aggregate, shall represent more than 50% of the
Voting Rights of such Bonds) shall have made written request to the
Indenture Trustee to institute Proceedings in respect of such Issuer
Event of Default in its own name as Indenture Trustee hereunder;
3. such Holder or Holders have offered to the Indenture Trustee adequate
indemnity or security reasonably satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in
compliance with such request;
4. the Indenture Trustee has, for sixty (60) days after its receipt of
such notice, request and offer of indemnity or security, failed to
institute any such proceeding; and
5. no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no Holders of this Bond shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of the Indenture to affect, disturb or prejudice the rights of any
other Bondholders or to obtain or to seek to obtain priority or preference over
any other Bondholders or to enforce any right under the Indenture, except in the
manner herein provided and, for the equal and ratable benefit of all
Bondholders.
Each Holder of this Bond by its acceptance hereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under the Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant.
Without the consent of the Holder of this Bond or any Bondholders,
the parties to the Indenture at any time and from time to time, may amend the
Indenture or enter into one or more indentures supplemental thereto, for any of
the following purposes:
1. to correct and amplify the description of any property at any time
subject to the lien of the Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to
be subjected to the lien of the Indenture, or to subject additional
property to the lien of the Indenture;
2. to add to the limitations and restrictions on the authorized amount,
terms and purposes of the issuance, authentication and delivery of any
Bonds, as set forth in the Indenture, additional limitations and
restrictions thereafter to be observed;
3. to evidence the succession, in compliance with the applicable
provisions in the Indenture, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer
contained in the Indenture and in the Bonds;
4. to add to the covenants of the Issuer or the Indenture Trustee, for
the benefit of the Holders, or to surrender any right or power in the
Indenture conferred upon the Issuer;
5. to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee;
6. to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be defective or inconsistent with any other
provisions herein, or to amend any other provisions with respect to
matters or questions arising under the Indenture, provided that such
action shall not materially and adversely affect the interests of any
of the Holders of the Bonds, as evidenced by an Opinion of Counsel or
by written confirmation from the Ratings Agencies that such supplement
will not cause an Adverse Rating Event;
7. to evidence and provide for the acceptance of appointment under the
Indenture by a successor trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to facilitate the
administration of the trusts by more than one trustee, pursuant to the
requirements of Section 6.10 or 6.13 of the Indenture; or
8. to modify the Indenture to the extent necessary to effect the
Indenture Trustee's qualification under the Trust Indenture Act or to
comply with the requirements of the Trust Indenture Act.
The Issuer and the Indenture Trustee may enter into any amendment of the
Servicing Agreement from time to time, without the consent of the Holder of this
Bond or any of the Bondholders, (i) to cure any ambiguity, (ii) to correct,
modify, supplement or add any provisions with respect to matters or questions
arising thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
Provided that no Issuer Event of Default has occurred and is continuing, on
any Payment Date as of which the aggregate Stated Principal Balance of the
Mortgage Loans is less than 15% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date, the Ownership Certificateholder shall
have the option to purchase the assets of the Trust Estate at the Redemption
Price and thereby effect an early redemption of the Bonds. The exercise of this
option will terminate the Trust and retire the Bonds then Outstanding.
Any request, demand, authorization, direction, notice, consent, waiver or
other action of any Holder shall bind every future Holder of this Bond and the
Holder of every Bond issued upon the transfer hereof or in exchange herefor or
in lieu hereof in respect of anything done, suffered or omitted to be done by
the Indenture Trustee or the Issuer in reliance hereon, whether or not notation
of such action is made upon this Bond.
Where the Indenture provides for notice to Bondholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid to the Holder of this
Bond, at its address as it appears on the Bond Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to the Holder of this Bond is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Bondholder shall affect the sufficiency of such notice
with respect to the Holder of this Bond, and any notice that is mailed in the
manner provided in this paragraph shall conclusively be presumed to have been
duly given.
The Holder of this Bond, by accepting this Bond, hereby covenants and
agrees that it will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings,
or any other Proceedings under any United States federal or state bankruptcy or
similar Law, in connection with any obligations relating to the Bonds, the
Indenture or the Servicing Agreement.
In the event any payment of interest on this Bond is in excess of interest
thereon at the Highest Lawful Rate, the Issuer stipulates that the excess
payment of interest will be deemed to have been paid as a result of an error on
the part of both the Indenture Trustee (for which the Indenture Trustee shall
have no liability of any kind and for the costs and expenses relating to which
the Indenture Trustee shall be indemnified by the Issuer for), acting on behalf
of the Holder hereof, and the Issuer, and the Holder hereof shall promptly, upon
discovery of such error or upon notice thereof from the Issuer or the Indenture
Trustee, refund the amount of such excess or, at the option of the Indenture
Trustee, apply the excess to the payment of principal on this Bond, if any,
remaining unpaid.
The Holder of this Bond, by its acceptance of this Bond, agrees to treat
this Bond for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer. Amounts properly withheld under the Code
by any Person from a payment to any Holder of this Bond of interest and
principal shall be considered as having been paid by the Issuer to the Holder
hereof for all purposes of the Indenture.
The Issuer, the Indenture Trustee, the Bond Registrar and any agent thereof
may treat the Person in whose name this Bond is registered as the owner hereof
for all purposes, and none of the Issuer, the Indenture Trustee or any such
agent shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee or any Authenticating Agent, by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Estate (to the extent of its rights therein) for
payments hereunder.
This Bond shall be construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.
Dated: March [___], 1999
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST
1999-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely in its
capacity as Owner Trustee
By: _____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Indenture.
Dated: March [___], 1999
LASALLE NATIONAL BANK
as Indenture Trustee
By: _____________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(please print or typewrite name and address
including postal zip code of assignee)
the within Bond and hereby authorize(s) the registration of transfer of such
Bond to assignee on the Bond Register.
I (we) further direct the Bond Registrar to issue a new Bond of a like
Percentage Interest and Class to the above named assignee and deliver such Bond
to the following address:
______________________________________________________________________
______________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of Assignor
_____________________________________
Signature Guaranteed
PAYMENT INSTRUCTIONS
The Assignee should include the following for purposes of payment:
Payments shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to ________________________________________________
for the account of ____________________________________________________________.
Payments made by check (such check to be made payable to
_________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by _________________________, the Assignee
named above, or _________________________, as its agent.
EXHIBIT A-11
CLASS G BOND
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
CLASS G COLLATERALIZED MORTGAGE BOND
SERIES 1999-1
Bond Interest Rate: 6.00% Aggregate Bond Principal Amount of the
Class G Bonds as of the Closing Date:
$5,815,000
Date of Indenture: As of February 1, Initial Bond Principal Amount of this
1999 Class G Bond as of the Closing Date:
$__________
Closing Date: March 10, 1999
First Payment Date: March 25, 1999
Stated Maturity Date: June 1, 2030
Issuer: ICCMAC Multifamily and Indenture Trustee: LaSalle National
Commercial Trust 1999-1 Bank
Owner Trustee: Wilmington Trust
Company
Bond No. G-__
THIS BOND OR ANY BENEFICIAL INTEREST THEREIN MAY NOT BE TRANSFERRED UNLESS THE
BOND REGISTRAR HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32)
OF ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID
SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE
COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PERSON.
PAYMENTS IN REDUCTION OF THE BOND PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE
MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.
THIS BOND IS SUBORDINATE TO CERTAIN OTHER CLASSES OF BONDS OF THE SAME SERIES,
AS AND TO THE EXTENT PROVIDED IN THE INDENTURE REFERRED TO HEREIN.
THIS BOND HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. UNLESS
OTHERWISE PERMITTED PURSUANT TO SECTION 2.13 OF THE INDENTURE, NO TRANSFER,
SALE, PLEDGE OR OTHER DISPOSITION OF THIS BOND OR INTEREST HEREIN SHALL BE MADE
UNLESS (I) SUCH TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION IS EXEMPT FROM THE
REGISTRATION AND/OR QUALIFICATION REQUIREMENTS OF THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR IS OTHERWISE MADE IN ACCORDANCE WITH THE
SECURITIES ACT AND SUCH STATE SECURITIES LAWS AND (II) FOR SO LONG AS ANY
OFFERED BOND IS OUTSTANDING, EITHER (A) THIS BOND IS TRANSFERRED, SOLD, PLEDGED
OR OTHERWISE DISPOSED OF TOGETHER WITH ALL OTHER OUTSTANDING PRIVATE BONDS AND
THE OWNERSHIP CERTIFICATE TO A REIT OR A QRS THAT HAS PROVIDED TO THE BOND
REGISTRAR A CERTIFICATE TO THE EFFECT THAT IT IS A REIT OR A QRS, AS APPLICABLE,
OR (B) THE TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION OF THIS BOND WOULD NOT
CAUSE THE ISSUER TO BE TREATED AS A SEPARATE ASSOCIATION TAXABLE AS A
CORPORATION, AS EVIDENCED BY AN OPINION OF COUNSEL DELIVERED TO THE INDENTURE
TRUSTEE.
This certifies that [____________] is the registered owner of this Bond
which is one of a series of Collateralized Mortgage Bonds (collectively, the
"Bonds") issued by the Issuer referred to above in multiple classes (each, a
"Class") pursuant to an Indenture, dated as of February 1, 1999 (the
"Indenture"), between the Owner Trustee referred to above, on behalf of the
Issuer, and the Indenture Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions
of the Indenture is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned in the
Indenture. This Bond is issued under and is subject to the terms, provisions and
conditions of the Indenture, to which Indenture the Holder of this Bond by
virtue of the acceptance hereof assents and by which such Holder is bound.
The Issuer, a Delaware business trust, for value received, hereby promises
to pay to [___________] or registered assigns, the principal sum of
$______________ no later than the Stated Maturity Date referred to above. On
each Payment Date, the Issuer will pay interest on this Bond at a rate per annum
equal to the Bond Interest Rate for the applicable Interest Accrual Period. The
"Interest Accrual Period" with respect to any Payment Date and with respect to
this Bond is the calendar month preceding the month in which such Payment Date
occurs and is assumed to consist of 30 days.
Pursuant to the terms of the Indenture, payments will be made on the Class
of Bonds to which this Bond belongs, pro rata among the Bonds of such Class
based on their respective Bond Principal Amounts, on the 25th day of each month
or, if any such day is not a Business Day, then on the next succeeding Business
Day (each, a "Payment Date"), commencing on the first Payment Date specified
above, to the Person in whose name this Bond is registered at the close of
business on the related Record Date. In the case of Book-Entry Bonds, such
payments shall be made by wire transfer to the Depository in immediately
available funds. In the case of Bonds other than Book-Entry Bonds, such payments
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in such request. Any permitted request for receipt of a wire transfer
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. Notwithstanding the foregoing, the final payment on this
Bond will be made in like manner, but only upon presentation and surrender of
this Bond at the offices of the Indenture Trustee or such other location
specified in the notice to the Holder hereof of such final payment.
Notwithstanding anything herein to the contrary, no payments will be made with
respect to a Bond that has previously been surrendered as contemplated by the
preceding sentence or, with limited exception, that should have been surrendered
as contemplated by the preceding sentence.
The Bonds are limited in right of payment to certain distributions on the
Collateral, all as more specifically set forth herein and in the Indenture. As
provided in the Indenture, withdrawals from the Payment Account may be made from
time to time for purposes other than, and, in certain cases, prior to, payments
to Bondholders, such purposes including the reimbursement of certain expenses
incurred by the Indenture Trustee under the Indenture.
Any payment to the Holder of this Bond in reduction of the Bond Principal
Amount hereof is binding on such Holder and all future Holders of this Bond and
any Bond issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such payment is made upon this Bond.
The Class of Bonds to which this Bond relates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, this Bond is exchangeable for new Bonds of the same Class in
authorized denominations evidencing the same aggregate Bond Principal Amount, as
requested by the Holder surrendering the same.
This Bond shall be held as a fully registered, physical bond (all such
Bonds held from time to time in such form the "Definitive Bonds").
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Bond Register upon
surrender of this Bond for registration of transfer at the offices of the Bond
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Bond Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds of the same Class in authorized denominations evidencing the same
aggregate Bond Principal Amount will be issued to the designated transferee or
transferees.
No service charge will be imposed for any registration of transfer or
exchange of this Bond, but the Indenture Trustee or the Bond Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Bond.
No transfer of this Bond or any interest herein shall be made (A) to any
retirement plan or other employee benefit plan or 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, without limitation, insurance company
general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Bond or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan. Each Person who acquires this Bond or any interest herein shall represent
and warrant to and for the benefit of the Issuer, the Owner Trustee, the
Administrator, the Master Servicer, the Special Servicer, the Depositor, the
Bond Registrar or the Indenture Trustee that it is neither a Plan nor any Person
who is directly or indirectly purchasing such Bond or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan.
In addition, any transferee will make each of the representations,
warranties and covenants contained in the certificate of transfer delivered to
the transferor pursuant to Section 2.13 of the Indenture, as applicable.
Any Holder of this Bond desiring to effect a transfer of this Bond or
interest therein shall, and by acceptance of this Bond does hereby agree to,
indemnify, the Issuer, the Administrator, the Owner Trustee, the Indenture
Trustee, the Fiscal Agent and the Bond Registrar against any liability that may
result if the transfer is not exempt or is not made in accordance with the
Securities Act or any applicable state securities Laws.
Failure to make timely payments of interest and principal on this Bond will
not constitute Issuer Events of Default under the Indenture, except that (a) the
failure to pay all interest on and principal of this Bond by its Stated Maturity
Date and (b) in the event that, and for so long as, the Class to which this Bond
relates is the most senior Outstanding Class of Bonds as determined pursuant to
the Indenture, the failure to pay all interest within five (5) days of the
Payment Date on which payment is due (excluding any LIBOR Deficiency Amounts)
will constitute Issuer Events of Default under the Indenture.
Subject to the applicable requirements of abandoned property Laws, any
money held by any Paying Agent in trust for the payment of any amount due with
respect to this Bond and remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust and shall be paid to
the Issuer on Issuer Request; and the Holder of this Bond shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Issuer or such Paying Agent with respect to such trust money shall thereupon
cease.
No Holder of this Bond shall have any right to institute any
Proceedings, judicial or otherwise, with respect to the Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:
1. such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
2. the Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular
Proceedings pursuant to Section 5.12 of the Indenture and shall hold
Bonds which, in the aggregate, shall represent more than 50% of the
Voting Rights of such Bonds) shall have made written request to the
Indenture Trustee to institute Proceedings in respect of such Issuer
Event of Default in its own name as Indenture Trustee hereunder;
3. such Holder or Holders have offered to the Indenture Trustee adequate
indemnity or security reasonably satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in
compliance with such request;
4. the Indenture Trustee has, for sixty (60) days after its receipt of
such notice, request and offer of indemnity or security, failed to
institute any such proceeding; and
5. no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no Holders of this Bond shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of the Indenture to affect, disturb or prejudice the rights of any
other Bondholders or to obtain or to seek to obtain priority or preference over
any other Bondholders or to enforce any right under the Indenture, except in the
manner herein provided and, for the equal and ratable benefit of all
Bondholders.
Each Holder of this Bond by its acceptance hereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under the Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant.
Without the consent of the Holder of this Bond or any Bondholders,
the parties to the Indenture at any time and from time to time, may amend the
Indenture or enter into one or more indentures supplemental thereto, for any of
the following purposes:
1. to correct and amplify the description of any property at any time
subject to the lien of the Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to
be subjected to the lien of the Indenture, or to subject additional
property to the lien of the Indenture;
2. to add to the limitations and restrictions on the authorized amount,
terms and purposes of the issuance, authentication and delivery of any
Bonds, as set forth in the Indenture, additional limitations and
restrictions thereafter to be observed;
3. to evidence the succession, in compliance with the applicable
provisions in the Indenture, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer
contained in the Indenture and in the Bonds;
4. to add to the covenants of the Issuer or the Indenture Trustee, for
the benefit of the Holders, or to surrender any right or power in the
Indenture conferred upon the Issuer;
5. to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee;
6. to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be defective or inconsistent with any other
provisions herein, or to amend any other provisions with respect to
matters or questions arising under the Indenture, provided that such
action shall not materially and adversely affect the interests of any
of the Holders of the Bonds, as evidenced by an Opinion of Counsel or
by written confirmation from the Ratings Agencies that such supplement
will not cause an Adverse Rating Event;
7. to evidence and provide for the acceptance of appointment under the
Indenture by a successor trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to facilitate the
administration of the trusts by more than one trustee, pursuant to the
requirements of Section 6.10 or 6.13 of the Indenture; or
8. to modify the Indenture to the extent necessary to effect the
Indenture Trustee's qualification under the Trust Indenture Act or to
comply with the requirements of the Trust Indenture Act.
The Issuer and the Indenture Trustee may enter into any amendment of the
Servicing Agreement from time to time, without the consent of the Holder of this
Bond or any of the Bondholders, (i) to cure any ambiguity, (ii) to correct,
modify, supplement or add any provisions with respect to matters or questions
arising thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
Provided that no Issuer Event of Default has occurred and is continuing, on
any Payment Date as of which the aggregate Stated Principal Balance of the
Mortgage Loans is less than 15% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date, the Ownership Certificateholder shall
have the option to purchase the assets of the Trust Estate at the Redemption
Price and thereby effect an early redemption of the Bonds. The exercise of this
option will terminate the Trust and retire the Bonds then Outstanding.
Any request, demand, authorization, direction, notice, consent, waiver or
other action of any Holder shall bind every future Holder of this Bond and the
Holder of every Bond issued upon the transfer hereof or in exchange herefor or
in lieu hereof in respect of anything done, suffered or omitted to be done by
the Indenture Trustee or the Issuer in reliance hereon, whether or not notation
of such action is made upon this Bond.
Where the Indenture provides for notice to Bondholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid to the Holder of this
Bond, at its address as it appears on the Bond Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to the Holder of this Bond is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Bondholder shall affect the sufficiency of such notice
with respect to the Holder of this Bond, and any notice that is mailed in the
manner provided in this paragraph shall conclusively be presumed to have been
duly given.
The Holder of this Bond, by accepting this Bond, hereby covenants and
agrees that it will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings,
or any other Proceedings under any United States federal or state bankruptcy or
similar Law, in connection with any obligations relating to the Bonds, the
Indenture or the Servicing Agreement.
In the event any payment of interest on this Bond is in excess of interest
thereon at the Highest Lawful Rate, the Issuer stipulates that the excess
payment of interest will be deemed to have been paid as a result of an error on
the part of both the Indenture Trustee (for which the Indenture Trustee shall
have no liability of any kind and for the costs and expenses relating to which
the Indenture Trustee shall be indemnified by the Issuer for), acting on behalf
of the Holder hereof, and the Issuer, and the Holder hereof shall promptly, upon
discovery of such error or upon notice thereof from the Issuer or the Indenture
Trustee, refund the amount of such excess or, at the option of the Indenture
Trustee, apply the excess to the payment of principal on this Bond, if any,
remaining unpaid.
The Holder of this Bond, by its acceptance of this Bond, agrees to treat
this Bond for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer. Amounts properly withheld under the Code
by any Person from a payment to any Holder of this Bond of interest and
principal shall be considered as having been paid by the Issuer to the Holder
hereof for all purposes of the Indenture.
The Issuer, the Indenture Trustee, the Bond Registrar and any agent thereof
may treat the Person in whose name this Bond is registered as the owner hereof
for all purposes, and none of the Issuer, the Indenture Trustee or any such
agent shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee or any Authenticating Agent, by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Estate (to the extent of its rights therein) for
payments hereunder.
This Bond shall be construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.
Dated: March [___], 1999
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST
1999-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely in its
capacity as Owner Trustee
By: _____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Indenture.
Dated: March [___], 1999
LASALLE NATIONAL BANK
as Indenture Trustee
By: _____________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(please print or typewrite name and address
including postal zip code of assignee)
the within Bond and hereby authorize(s) the registration of transfer of such
Bond to assignee on the Bond Register.
I (we) further direct the Bond Registrar to issue a new Bond of a like
Percentage Interest and Class to the above named assignee and deliver such Bond
to the following address:
______________________________________________________________________
______________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of Assignor
_____________________________________
Signature Guaranteed
PAYMENT INSTRUCTIONS
The Assignee should include the following for purposes of payment:
Payments shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to ________________________________________________
for the account of ____________________________________________________________.
Payments made by check (such check to be made payable to
_________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by _________________________, the Assignee
named above, or _________________________, as its agent.
EXHIBIT A-12
CLASS H BOND
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
CLASS H COLLATERALIZED MORTGAGE BOND
SERIES 1999-1
Aggregate Bond Principal Amount of the
Class H Bonds as of the Closing Date:
$7,269,000
Date of Indenture: As of February 1, Initial Bond Principal Amount of this
1999 Class H Bond as of the Closing Date:
$__________
Closing Date: March 10, 1999
First Payment Date: March 25, 1999
Stated Maturity Date: June 1, 2030
Issuer: ICCMAC Multifamily and Indenture Trustee: LaSalle National
Commercial Trust 1999-1 Bank
Owner Trustee: Wilmington Trust
Company
Bond No. H-__
THIS BOND OR ANY BENEFICIAL INTEREST THEREIN MAY NOT BE TRANSFERRED UNLESS THE
BOND REGISTRAR HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT
SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32)
OF ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH A
"PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.
THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID
SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE
COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR BY ANY OTHER PERSON.
PAYMENTS IN REDUCTION OF THE BOND PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE
MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE
OUTSTANDING BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.
THIS BOND IS SUBORDINATE TO CERTAIN OTHER CLASSES OF BONDS OF THE SAME SERIES,
AS AND TO THE EXTENT PROVIDED IN THE INDENTURE REFERRED TO HEREIN.
THIS BOND HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. UNLESS
OTHERWISE PERMITTED PURSUANT TO SECTION 2.13 OF THE INDENTURE, NO TRANSFER,
SALE, PLEDGE OR OTHER DISPOSITION OF THIS BOND OR INTEREST HEREIN SHALL BE MADE
UNLESS (I) SUCH TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION IS EXEMPT FROM THE
REGISTRATION AND/OR QUALIFICATION REQUIREMENTS OF THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR IS OTHERWISE MADE IN ACCORDANCE WITH THE
SECURITIES ACT AND SUCH STATE SECURITIES LAWS AND (II) FOR SO LONG AS ANY
OFFERED BOND IS OUTSTANDING, EITHER (A) THIS BOND IS TRANSFERRED, SOLD, PLEDGED
OR OTHERWISE DISPOSED OF TOGETHER WITH ALL OTHER OUTSTANDING PRIVATE BONDS AND
THE OWNERSHIP CERTIFICATE TO A REIT OR A QRS THAT HAS PROVIDED TO THE BOND
REGISTRAR A CERTIFICATE TO THE EFFECT THAT IT IS A REIT OR A QRS, AS APPLICABLE,
OR (B) THE TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION OF THIS BOND WOULD NOT
CAUSE THE ISSUER TO BE TREATED AS A SEPARATE ASSOCIATION TAXABLE AS A
CORPORATION, AS EVIDENCED BY AN OPINION OF COUNSEL DELIVERED TO THE INDENTURE
TRUSTEE.
This certifies that [____________] is the registered owner of this Bond
which is one of a series of Collateralized Mortgage Bonds (collectively, the
"Bonds") issued by the Issuer referred to above in multiple classes (each, a
"Class") pursuant to an Indenture, dated as of February 1, 1999 (the
"Indenture"), between the Owner Trustee referred to above, on behalf of the
Issuer, and the Indenture Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions
of the Indenture is set forth hereafter. To the extent not defined herein,
capitalized terms used herein have the respective meanings assigned in the
Indenture. This Bond is issued under and is subject to the terms, provisions and
conditions of the Indenture, to which Indenture the Holder of this Bond by
virtue of the acceptance hereof assents and by which such Holder is bound.
The Issuer, a Delaware business trust, for value received, hereby promises
to pay to [____________] or registered assigns, the principal sum of
$______________ no later than the Stated Maturity Date referred to above. This
Bond will not accrue interest.
Pursuant to the terms of the Indenture, payments will be made on the Class
of Bonds to which this Bond belongs, pro rata among the Bonds of such Class
based on their respective Bond Principal Amounts, on the 25th day of each month
or, if any such day is not a Business Day, then on the next succeeding Business
Day (each, a "Payment Date"), commencing on the first Payment Date specified
above, to the Person in whose name this Bond is registered at the close of
business on the related Record Date. In the case of Book-Entry Bonds, such
payments shall be made by wire transfer to the Depository in immediately
available funds. In the case of Bonds other than Book-Entry Bonds, such payments
shall be made by check mailed to such Person's address as it appears in the Bond
Register on such Record Date, or upon written request to the Paying Agent five
(5) Business Days prior to the related Record Date by any Holder owning Bonds,
by wire transfer in immediately available funds to the account of such Holder
specified in such request. Any permitted request for receipt of a wire transfer
shall remain effective until modified or rescinded by the Holder that requested
such wire transfers. Notwithstanding the foregoing, the final payment on this
Bond will be made in like manner, but only upon presentation and surrender of
this Bond at the offices of the Indenture Trustee or such other location
specified in the notice to the Holder hereof of such final payment.
Notwithstanding anything herein to the contrary, no payments will be made with
respect to a Bond that has previously been surrendered as contemplated by the
preceding sentence or, with limited exception, that should have been surrendered
as contemplated by the preceding sentence.
The Bonds are limited in right of payment to certain distributions on the
Collateral, all as more specifically set forth herein and in the Indenture. As
provided in the Indenture, withdrawals from the Payment Account may be made from
time to time for purposes other than, and, in certain cases, prior to, payments
to Bondholders, such purposes including the reimbursement of certain expenses
incurred by the Indenture Trustee under the Indenture.
Any payment to the Holder of this Bond in reduction of the Bond Principal
Amount hereof is binding on such Holder and all future Holders of this Bond and
any Bond issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such payment is made upon this Bond.
The Class of Bonds to which this Bond relates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Indenture. As provided in the Indenture and subject to certain limitations
therein set forth, this Bond is exchangeable for new Bonds of the same Class in
authorized denominations evidencing the same aggregate Bond Principal Amount, as
requested by the Holder surrendering the same.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Bond Register upon
surrender of this Bond for registration of transfer at the offices of the Bond
Registrar, duly endorsed by, or accompanied by a written instrument of transfer
in the form satisfactory to the Bond Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds of the same Class in authorized denominations evidencing the same
aggregate Bond Principal Amount will be issued to the designated transferee or
transferees.
No service charge will be imposed for any registration of transfer or
exchange of this Bond, but the Indenture Trustee or the Bond Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Bond.
This Bond shall be held as a fully registered, physical bond (all such
Bonds held from time to time in such form the "Definitive Bonds").
No transfer of this Bond or any interest herein shall be made (A) to any
retirement plan or other employee benefit plan or arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, including, without limitation, insurance company
general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B)
to any Person who is directly or indirectly purchasing such Bond or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan. Each Person who acquires this Bond or any interest herein shall represent
and warrant to and for the benefit of the Issuer, the Owner Trustee, the
Administrator, the Master Servicer, the Special Servicer, the Depositor, the
Bond Registrar or the Indenture Trustee that it is neither a Plan nor any Person
who is directly or indirectly purchasing such Bond or interest therein on behalf
of, as named fiduciary of, as trustee of, or with assets of a Plan.
In addition any transferee will make each of the representations,
warranties and covenants contained in the certificate of transfer delivered to
the transferor pursuant to Section 2.13 of the Indenture, as applicable.
Any Holder of this Bond desiring to effect a transfer of this Bond or
interest therein shall, and by acceptance of this Bond does hereby agree to,
indemnify, the Issuer, the Administrator, the Owner Trustee, the Indenture
Trustee, the Fiscal Agent and the Bond Registrar against any liability that may
result if the transfer is not exempt or is not made in accordance with the
Securities Act or any applicable state securities Laws.
Failure to make timely payments of amounts due on this Bond will not
constitute Issuer Events of Default under the Indenture, except that the failure
to pay all unpaid principal of this Bond by its Stated Maturity Date will
constitute an Issuer Event of Default under the Indenture.
Subject to the applicable requirements of abandoned property Laws, any
money held by any Paying Agent in trust for the payment of any amount due with
respect to this Bond and remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust and shall be paid to
the Issuer on Issuer Request; and the Holder of this Bond shall thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Issuer or such Paying Agent with respect to such trust money shall thereupon
cease.
No Holder of this Bond shall have any right to institute any
Proceedings, judicial or otherwise, with respect to the Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:
1. such Holder has previously given written notice to the Indenture
Trustee of a continuing Issuer Event of Default;
2. the Holders of Bonds representing more than 50% of the Voting Rights
of such Bonds (or such other group of Bondholders as may be required
for directing the Indenture Trustee to institute particular
Proceedings pursuant to Section 5.12 of the Indenture and shall hold
Bonds which, in the aggregate, shall represent more than 50% of the
Voting Rights of such Bonds) shall have made written request to the
Indenture Trustee to institute Proceedings in respect of such Issuer
Event of Default in its own name as Indenture Trustee hereunder;
3. such Holder or Holders have offered to the Indenture Trustee adequate
indemnity or security reasonably satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in
compliance with such request;
4. the Indenture Trustee has, for sixty (60) days after its receipt of
such notice, request and offer of indemnity or security, failed to
institute any such proceeding; and
5. no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of
Bonds representing more than 50% of the Voting Rights of such Bonds;
it being understood and intended that no Holders of this Bond shall have any
right in any manner whatever by virtue of, or by availing itself of, any
provision of the Indenture to affect, disturb or prejudice the rights of any
other Bondholders or to obtain or to seek to obtain priority or preference over
any other Bondholders or to enforce any right under the Indenture, except in the
manner herein provided and, for the equal and ratable benefit of all
Bondholders.
Each Holder of this Bond by its acceptance hereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under the Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant.
Without the consent of the Holder of this Bond or any Bondholders,
the parties to the Indenture at any time and from time to time, may amend the
Indenture or enter into one or more indentures supplemental thereto, for any of
the following purposes:
1. to correct and amplify the description of any property at any time
subject to the lien of the Indenture, or better to assure, convey and
confirm unto the Indenture Trustee any property subject or required to
be subjected to the lien of the Indenture, or to subject additional
property to the lien of the Indenture;
2. to add to the limitations and restrictions on the authorized amount,
terms and purposes of the issuance, authentication and delivery of any
Bonds, as set forth in the Indenture, additional limitations and
restrictions thereafter to be observed;
3. to evidence the succession, in compliance with the applicable
provisions in the Indenture, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer
contained in the Indenture and in the Bonds;
4. to add to the covenants of the Issuer or the Indenture Trustee, for
the benefit of the Holders, or to surrender any right or power in the
Indenture conferred upon the Issuer;
5. to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee;
6. to cure any ambiguity, to correct or supplement any provision in the
Indenture which may be defective or inconsistent with any other
provisions herein, or to amend any other provisions with respect to
matters or questions arising under the Indenture, provided that such
action shall not materially and adversely affect the interests of any
of the Holders of the Bonds, as evidenced by an Opinion of Counsel or
by written confirmation from the Ratings Agencies that such supplement
will not cause an Adverse Rating Event;
7. to evidence and provide for the acceptance of appointment under the
Indenture by a successor trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to facilitate the
administration of the trusts by more than one trustee, pursuant to the
requirements of Section 6.10 or 6.13 of the Indenture; or
8. to modify the Indenture to the extent necessary to effect the
Indenture Trustee's qualification under the Trust Indenture Act or to
comply with the requirements of the Trust Indenture Act.
The Issuer and the Indenture Trustee may enter into any amendment of the
Servicing Agreement from time to time, without the consent of the Holder of this
Bond or any of the Bondholders, (i) to cure any ambiguity, (ii) to correct,
modify, supplement or add any provisions with respect to matters or questions
arising thereunder which shall not be inconsistent with the provisions hereof or
thereof, or (iii) to comply with any requirements imposed by the Code; provided
that such amendment shall not adversely affect in any material respect the
interests of any Holder of an Outstanding Bond as evidenced by an Opinion of
Counsel to such effect.
Provided that no Issuer Event of Default has occurred and is continuing, on
any Payment Date as of which the aggregate Stated Principal Balance of the
Mortgage Loans is less than 15% of the aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-Off Date, the Ownership Certificateholder shall
have the option to purchase the assets of the Trust Estate at the Redemption
Price and thereby effect an early redemption of the Bonds. The exercise of this
option will terminate the Trust and retire the Bonds then Outstanding.
Any request, demand, authorization, direction, notice, consent, waiver or
other action of any Holder shall bind every future Holder of this Bond and the
Holder of every Bond issued upon the transfer hereof or in exchange herefor or
in lieu hereof in respect of anything done, suffered or omitted to be done by
the Indenture Trustee or the Issuer in reliance hereon, whether or not notation
of such action is made upon this Bond.
Where the Indenture provides for notice to Bondholders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class, postage prepaid to the Holder of this
Bond, at its address as it appears on the Bond Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to the Holder of this Bond is given by
mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Bondholder shall affect the sufficiency of such notice
with respect to the Holder of this Bond, and any notice that is mailed in the
manner provided in this paragraph shall conclusively be presumed to have been
duly given.
The Holder of this Bond, by accepting this Bond, hereby covenants and
agrees that it will not at any time institute against the Depositor or the
Issuer, or join in any institution against the Depositor or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings,
or any other Proceedings under any United States federal or state bankruptcy or
similar Law, in connection with any obligations relating to the Bonds, the
Indenture or the Servicing Agreement.
In the event any payment on this Bond is deemed to be in excess of the
Highest Lawful Rate, the Issuer stipulates that such excess will be deemed to
have been paid as a result of an error on the part of both the Indenture Trustee
(for which the Indenture Trustee shall have no liability of any kind and for the
costs and expenses relating to which the Indenture Trustee shall be indemnified
by the Issuer for), acting on behalf of the Holder hereof, and the Issuer, and
the Holder hereof shall promptly, upon discovery of such error or upon notice
thereof from the Issuer or the Indenture Trustee, refund the amount of such
excess or, at the option of the Indenture Trustee, apply the excess to the
payment of principal on this Bond, if any, remaining unpaid.
The Holder of this Bond, by its acceptance of this Bond, agrees to treat
this Bond for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer. Amounts properly withheld under the Code
by any Person from a payment to any Holder of this Bond shall be considered as
having been paid by the Issuer to the Holder hereof for all purposes of the
Indenture.
The Issuer, the Indenture Trustee, the Bond Registrar and any agent thereof
may treat the Person in whose name this Bond is registered as the owner hereof
for all purposes, and none of the Issuer, the Indenture Trustee or any such
agent shall be affected by notice to the contrary.
Unless the certificate of authentication hereon has been executed by the
Indenture Trustee or any Authenticating Agent, by manual signature, this Bond
shall not be entitled to any benefit under the Indenture or be valid for any
purpose.
The registered Holder hereof, by its acceptance hereof, agrees that it will
look solely to the Trust Estate (to the extent of its rights therein) for
payments hereunder.
This Bond shall be construed in accordance with the internal laws of the
State of New York applicable to agreements made and to be performed in said
State, and the obligations, rights and remedies of the Holder hereof shall be
determined in accordance with such laws.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.
Dated: March [___], 1999
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST
1999-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely in its
capacity as Owner Trustee
By: _____________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds referred to in the within-mentioned Indenture.
Dated: March [___], 1999
LASALLE NATIONAL BANK
as Indenture Trustee
By: _____________________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(please print or typewrite name and address
including postal zip code of assignee)
the within Bond and hereby authorize(s) the registration of transfer of such
Bond to assignee on the Bond Register.
I (we) further direct the Bond Registrar to issue a new Bond of a like
Percentage Interest and Class to the above named assignee and deliver such Bond
to the following address:
______________________________________________________________________
______________________________________________________________________
Dated:
_____________________________________
Signature by or on behalf of Assignor
_____________________________________
Signature Guaranteed
PAYMENT INSTRUCTIONS
The Assignee should include the following for purposes of payment:
Payments shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to ________________________________________________
for the account of ____________________________________________________________.
Payments made by check (such check to be made payable to
_________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
_______________________________________________________________________________.
This information is provided by _________________________, the Assignee
named above, or _________________________, as its agent.
EXHIBIT B
FORM OF INDENTURE TRUSTEE REPORT
Available upon request from the office of the Indenture Trustee,
LaSalle National Bank, 135 South LaSalle Street, Suite 1625, Chicago, Illinois
60674, Attention: Asset-Backed Securities Trust Services Group, Collateralized
Mortgage Bonds, ICCMAC Multifamily and Commercial Trust 1999-1.
EXHIBIT C
[RESERVED]
EXHIBIT D-1
FORM OF TRANSFEREE LETTER
(for exempted Transferees)
[Date]
[BOND REGISTRAR]
Re: ICCMAC Multifamily and Commercial Trust 1999-1,
Collateralized Mortgage Bonds, Series 1991-1 (the "Bonds")
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
Class [X][F][G][H] Bonds having an initial aggregate Bond Principal Amount as of
March 10, 1999 (the "Closing Date") of $______________ (the "Transferred
Bonds"). The Bonds, including the Transferred Bonds, were issued pursuant to an
Indenture dated as of February 1, 1999 (the "Indenture"), between ICCMAC
Multifamily and Commercial Trust 1999-1, as issuer (the "Issuer") and LaSalle
National Bank, as indenture trustee (the "Indenture Trustee"). All capitalized
terms used but not otherwise defined herein shall have the respective meanings
set forth in the Indenture. The Transferee hereby certifies, represents and
warrants to you, as Bond Registrar, and for the benefit of the Issuer, the
Indenture Trustee and the Transferor, that:
1. The Transferee is acquiring the Transferred Bonds for its own account
for investment and not with a view to or for sale or transfer in connection with
any distribution thereof, in whole or in part, in any manner which would violate
the Securities Act of 1933, as amended (the "Securities Act"), or any applicable
state securities laws.
2. The Transferee understands that (a) the Class of Bonds to which the
Transferred Bonds belong has not been and will not be registered under the
Securities Act or registered or qualified under any applicable state securities
laws, (b) none of the Issuer, the Indenture Trustee or the Bond Registrar is
obligated so to register or qualify the Class of Bonds to which the Transferred
Bonds belong, and (c) no Transferred Bond may be resold or transferred unless it
is (i) registered pursuant to the Securities Act and registered or qualified
pursuant any applicable state securities laws or (ii) sold or transferred in
transactions which are exempt from such registration and qualification and the
Bond Registrar has received either: (A) a letter from the transferee
substantially in the form attached as Exhibit D-1 to the Indenture; (B) a letter
from the transferee substantially in the form attached as Exhibit D-2 to the
Indenture; or (C) an opinion of counsel satisfactory to the Indenture Trustee
with respect to the availability of such exemption from registration under the
Securities Act, together with copies of the written certification(s) from the
transferor and/or transferee setting forth the facts surrounding the transfer
upon which such opinion is based.
3. The Transferee understands that it may not sell or otherwise transfer
any Transferred Bond except in compliance with the provisions of Section 2 of
the Indenture, which provisions it has carefully reviewed, and that each
Transferred Bond will bear the following legends:
THIS BOND HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS.
UNLESS OTHERWISE PERMITTED PURSUANT TO SECTION 2.13 OF THE INDENTURE, NO
TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION OF THIS BOND OR INTEREST HEREIN
SHALL BE MADE UNLESS (I) SUCH TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION
IS EXEMPT FROM THE REGISTRATION AND/OR QUALIFICATION REQUIREMENTS OF THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR IS OTHERWISE
MADE IN ACCORDANCE WITH THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS
AND (II) FOR SO LONG AS ANY OFFERED BOND IS OUTSTANDING, EITHER (A) THIS
BOND IS TRANSFERRED, SOLD, PLEDGED OR OTHERWISE DISPOSED OF TOGETHER WITH
ALL OTHER OUTSTANDING PRIVATE BONDS AND THE OWNERSHIP CERTIFICATE TO A REIT
OR A QRS THAT HAS PROVIDED TO THE BOND REGISTRAR A CERTIFICATE TO THE
EFFECT THAT IT IS A REIT OR A QRS, AS APPLICABLE, OR (B) THE TRANSFER,
SALE, PLEDGE OR OTHER DISPOSITION OF THIS BOND WOULD NOT CAUSE THE ISSUER
TO BE TREATED AS A SEPARATE ASSOCIATION TAXABLE AS A CORPORATION, AS
EVIDENCED BY AN OPINION OF COUNSEL DELIVERED TO THE INDENTURE TRUSTEE.
THIS BOND OR ANY BENEFICIAL INTEREST THEREIN MAY NOT BE TRANSFERRED UNLESS
THE BOND REGISTRAR HAS RECEIVED A CERTIFICATE FROM THE TRANSFEREE TO THE
EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO
TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR SECTION 4975 OF THE CODE OR ANY GOVERNMENTAL PLAN, AS DEFINED
IN SECTION 3(32) OF ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH
IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR
THE CODE (EACH A "PLAN"), OR ANY PERSON ACTING ON BEHALF OF OR INVESTING
THE ASSETS OF A PLAN.
4. Neither the Transferee nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Bond, any interest in
any Bond or any other similar security to any person in any manner, (b)
solicited any offer to buy or accept a pledge, disposition or other transfer of
any Bond, any interest in any Bond or any other similar security from any person
in any manner, (c) otherwise approached or negotiated with respect to any Bond,
any interest in any Bond or any other similar security with any person in any
manner, (d) made any general solicitation with respect to any Bond, any interest
in any Bond or any other similar security by means of general advertising or in
any other manner, or (e) taken any other action with respect to any Bond, any
interest in any Bond or any other similar security, which (in the case of any of
the acts described in clauses (a) through (e) above) would constitute a
distribution of the Transferred Bonds under the Securities Act, would render the
disposition of the Transferred Bonds a violation of Section 5 of the Securities
Act or any state securities law or would require registration or qualification
of the Transferred Bonds pursuant thereto. The Transferee will not act, nor has
it authorized or will it authorize any person to act, in any manner set forth in
the foregoing sentence with respect to any Bond, any interest in any Bond or any
other similar security.
5. The Transferee has been furnished with all information regarding (a) the
Company and the Issuer, (b) the Transferred Bonds and payments thereon, (c) the
Indenture and the Trust Estate, (d) the nature and performance of the
Collateral, and (e) all related matters, that it has requested.
6. The Transferee is an "accredited investor" as defined in any of
paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or an
entity in which all of the equity owners come within such paragraphs. The
Transferee has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the
Transferred Bonds; the Transferee has sought such accounting, legal and tax
advice as it has considered necessary to make an informed investment decision;
and the Transferee is able to bear the economic risks of such investment and can
afford a complete loss of such investment.
Very truly yours,
_________________________________________
(Transferor)
By: ____________________________________
Name: __________________________________
Title: _________________________________
EXHIBIT D-2
FORM OF TRANSFEREE LETTER
(for Rule 144A Transferees)
[Date]
[BOND REGISTRAR]
Re: ICCMAC Multifamily and Commercial Trust 1999-1,
Collateralized Mortgage Bonds, Series 1991-1 (the "Bonds")
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
Class [X][F][G][H] Bonds having an initial aggregate Bond Principal Amount as of
March 10, 1999 (the "Closing Date") of $______________ (the "Transferred
Bonds"). The Bonds, including the Transferred Bonds, were issued pursuant to an
Indenture dated as of February 1, 1999 (the "Indenture"), between ICCMAC
Multifamily and Commercial Trust 1999-1, as issuer (the "Issuer") and LaSalle
National Bank, as indenture trustee (the "Indenture Trustee"). All capitalized
terms used but not otherwise defined herein shall have the respective meanings
set forth in the Indenture. The Transferee hereby certifies, represents and
warrants to you, as Bond Registrar, and for the benefit of the Issuer, the
Indenture Trustee and the Transferor, that:
1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act of 1933, as amended (the "Securities Act"), and has completed
one of the forms of certification to that effect attached hereto as Annex 1 and
Annex 2. The Transferee is aware that the sale to it of the Transferred Bonds is
being made in reliance on Rule 144A. The Transferee is acquiring the Transferred
Bonds for its own account or for the account of a Qualified Institutional Buyer,
and understands that such Transferred Bonds may be resold, pledged or
transferred only (i) to a person reasonably believed to be a Qualified
Institutional Buyer that purchases for its own account or for the account of a
Qualified Institutional Buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the Securities Act.
2. The Transferee has been furnished with all information regarding (a) the
Company and the Issuer, (b) the Transferred Bonds and payments thereon, (c) the
nature and performance of the Collateral, (d) the Indenture, and (e) all related
matters, that it has requested.
[SIGNATURE PAGE FOLLOWS]
Very truly yours,
_________________________________________
(Transferor)
By: ____________________________________
Name: __________________________________
Title: _________________________________
ANNEX 1 TO EXHIBIT D-2
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [for
Transferees other than Registered Investment Companies]
The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Bond Registrar], as Bond Registrar, with respect
to the Collateralized Mortgage Bonds being transferred (the "Transferred Bonds")
as described in the Transferee Certificate to which this certification relates
and to which this certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Bonds (the "Transferee").
2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A"),
because (i) the Transferee owned and/or invested on a discretionary basis
$______________________(1) in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.
_______________
(1) Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities.
___ Corporation, etc. The Transferee is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or any organization described in
Section 501(c)(3) of the Internal Revenue Code of 1986.
___ Bank. The Transferee (a) is a national bank or a banking institution
organized under the laws of any State, U.S. territory or the District
of Columbia, the business of which is substantially confined to
banking and is supervised by the State or territorial banking
commission or similar official or is a foreign bank or equivalent
institution, and (b) has an audited net worth of at least $25,000,000
as demonstrated in its latest annual financial statements, a copy of
which is attached hereto, as of a date not more than 16 months
preceding the date of sale of the Bond in the case of a U.S. bank, and
not more than 18 months preceding such date of sale for a foreign bank
or equivalent institution.
___ Savings and Loan. The Transferee (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is supervised and
examined by a State or Federal authority having supervision over any
such institutions or is a foreign savings and loan association or
equivalent institution and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements,
a copy of which is attached hereto, as of a date not more than 16
months preceding the date of sale of the Bond in the case of a U.S.
savings and loan association, and not more than 18 months preceding
such date of sale for a foreign savings and loan association or
equivalent institution.
___ Broker-dealer. The Transferee is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934, as amended.
___ Insurance Company. The Transferee is an insurance company whose
primary and predominant business activity is the writing of insurance
or the reinsuring of risks underwritten by insurance companies and
which is subject to supervision by the insurance commissioner or a
similar official or agency of a State, U.S. territory or the District
of Columbia.
___ State or Local Plan. The Transferee is a plan established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the
benefit of its employees.
___ ERISA Plan. The Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of
1974.
___ Investment Advisor. The Transferee is an investment advisor registered
under the Investment Advisers Act of 1940, as amended.
___ Other. (Please supply a brief description of the entity and a
cross-reference to the paragraph and subparagraph under subsection
(a)(1) of Rule 144A pursuant to which it qualifies. Note that
registered investment companies should complete Annex 2 rather than
this Annex 1.) 1.)
3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee, (ii) securities that are part
of an unsold allotment to or subscription by the Transferee, if the Transferee
is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Transferee, the Transferee did not
include any of the securities referred to in this paragraph.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.
5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Transferred
Bonds are relying and will continue to rely on the statements made herein
because one or more sales to the Transferee may be in reliance on Rule 144A.
___ ___ Will the Transferee be purchasing the Transferred Bonds only for
Yes No the Transferee's own account?
6. If the answer to the foregoing question is "no", then in each case where
the Transferee is purchasing for an account other than its own, such account
belongs to a third party that is itself a "qualified institutional buyer" within
the meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.
7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred Bonds
will constitute a reaffirmation of this certification as of the date of such
purchase. In addition, if the Transferee is a bank or savings and loan as
provided above, the Transferee agrees that it will furnish to such parties any
updated annual financial statements that become available on or before the date
of such purchase, promptly after they become available.
Very truly yours,
_________________________________________
(Transferor)
By: ____________________________________
Name: __________________________________
Title: _________________________________
ANNEX 2 TO EXHIBIT D-2
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [for
Transferees that are Registered Investment Companies]
The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and [name of Bond Registrar], as Bond Registrar, with respect to
the Collateralized Mortgage Bonds being transferred (the "Transferred Bonds") as
described in the Transferee Certificate to which this certification relates and
to which this certification is an Annex:
1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933, as amended ("Rule 144A"), because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").
2. The Transferee is a "qualified institutional buyer" as defined in Rule
144A because (i) the Transferee is an investment company registered under the
Investment Company Act of 1940, as amended, and (ii) as marked below, the
Transferee alone owned and/or invested on a discretionary basis, or the
Transferee's Family of Investment Companies owned, at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used, unless the
Transferee or any member of the Transferee's Family of Investment Companies, as
the case may be, reports its securities holdings in its financial statements on
the basis of their market value, and no current information with respect to the
cost of those securities has been published, in which case the securities of
such entity were valued at market.
___ The Transferee owned and/or invested on a discretionary basis
$___________________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent
fiscal year (such amount being calculated in accordance with Rule
144A).
___ The Transferee is part of a Family of Investment Companies which owned
in the aggregate $______________ in securities (other than the
excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities
owned but subject to a repurchase agreement and (vi) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, or owned by
the Transferee's Family of Investment Companies, the securities referred to in
this paragraph were excluded.
5. The Transferee is familiar with Rule 144A and understands that the
parties to which this certification is being made are relying and will continue
to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A.
___ ___ Will the Transferee be purchasing the Transferred Bonds only for
Yes No the Transferee's own account?
6. If the answer to the foregoing question is "no", then in each case where
the Transferee is purchasing for an account other than its own, such account
belongs to a third party that is itself a "qualified institutional buyer" within
the meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.
7. The undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Bonds will constitute a
reaffirmation of this certification by the undersigned as of the date of such
purchase.
_________________________________________
Print Name of Transferee or Adviser
By: ____________________________________
Name: __________________________________
Title: _________________________________
IF AN ADVISER:
_________________________________________
Print Name of Transferee
Date:
EXHIBIT E
[RESERVED]
EXHIBIT F
[RESERVED]
EXHIBIT G
[RESERVED]
EXHIBIT H
CLASS S SCHEDULED PAYMENTS
Payment Date Amount
------------ ------
March 25, 1999................... $400,000.00
April 25, 1999................... $400,000.00
May 25, 1999..................... $400,000.00
June 25, 1999.................... $400,000.00
July 25, 1999.................... $400,000.00
August 25, 1999.................. $400,000.00
September 25, 1999............... $210,000.00
October 25, 1999................. $210,000.00
November 25, 1999................ $210,000.00
December 25, 1999................ $210,000.00
January 25, 2000................. $210,000.00
February 25, 2000................ $210,000.00
March 25, 2000................... $345,000.00
April 25, 2000................... $345,000.00
May 25, 2000..................... $345,000.00
June 25, 2000.................... $345,000.00
July 25, 2000.................... $345,000.00
August 25, 2000.................. $345,000.00
September 25, 2000............... $255,000.00
October 25, 2000................. $255,000.00
November 25, 2000................ $255,000.00
December 25, 2000................ $255,000.00
January 25, 2001................. $255,000.00
February 25, 2001................ $255,000.00
March 25, 2001................... $190,000.00
April 25, 2001................... $190,000.00
May 25, 2001..................... $190,000.00
June 25, 2001.................... $190,000.00
July 25, 2001.................... $190,000.00
August 25, 2001.................. $190,000.00
September 25, 2001............... $155,000.00
October 25, 2001................. $155,000.00
November 25, 2001................ $155,000.00
December 25, 2001................ $155,000.00
January 25, 2002................. $155,000.00
February 25, 2002................ $155,000.00
March 25, 2002................... $135,000.00
April 25, 2002................... $135,000.00
May 25, 2002..................... $135,000.00
June 25, 2002.................... $135,000.00
July 25, 2002.................... $135,000.00
August 25, 2002.................. $135,000.00
September 25, 2002............... $125,000.00
October 25, 2002................. $125,000.00
November 25, 2002................ $125,000.00
December 25, 2002................ $125,000.00
January 25, 2003................. $125,000.00
February 25, 2003................ $125,000.00
March 25, 2003................... $115,000.00
April 25, 2003................... $115,000.00
May 25, 2003..................... $115,000.00
June 25, 2003.................... $115,000.00
July 25, 2003.................... $115,000.00
August 25, 2003.................. $115,000.00
September 25, 2003............... $ 95,000.00
October 25, 2003................. $ 95,000.00
November 25, 2003................ $ 95,000.00
December 25, 2003................ $ 95,000.00
January 25, 2004................. $ 95,000.00
February 25, 2004................ $ 95,000.00
EXHIBIT I
CLASS X SCHEDULED PAYMENTS
Payment Date Amount
------------ ------
March 25, 1999................... $50,000.00
April 25, 1999................... 50,000.00
May 25, 1999..................... 50,000.00
June 25, 1999.................... 50,000.00
July 25, 1999.................... 50,000.00
August 25, 1999.................. 50,000.00
September 25, 1999............... 50,000.00
October 25, 1999................. 50,000.00
November 25, 1999................ 50,000.00
December 25, 1999................ 50,000.00
January 25, 2000................. 50,000.00
February 25, 2000................ 50,000.00
March 25, 2000................... 50,000.00
April 25, 2000................... 50,000.00
May 25, 2000..................... 50,000.00
June 25, 2000.................... 50,000.00
July 25, 2000.................... 50,000.00
August 25, 2000.................. 50,000.00
September 25, 2000............... 50,000.00
October 25, 2000................. 50,000.00
November 25, 2000................ 50,000.00
December 25, 2000................ 50,000.00
January 25, 2001................. 50,000.00
February 25, 2001................ 50,000.00
March 25, 2001................... 25,000.00
April 25, 2001................... 25,000.00
May 25, 2001..................... 25,000.00
June 25, 2001.................... 25,000.00
July 25, 2001.................... 25,000.00
August 25, 2001.................. 25,000.00
September 25, 2001............... 25,000.00
October 25, 2001................. 25,000.00
November 25, 2001................ 25,000.00
December 25, 2001................ 25,000.00
January 25, 2002................. 25,000.00
February 25, 2002................ 25,000.00
March 25, 2002................... 25,000.00
April 25, 2002................... 25,000.00
May 25, 2002..................... 25,000.00
June 25, 2002.................... 25,000.00
July 25, 2002.................... 25,000.00
August 25, 2002.................. 25,000.00
September 25, 2002............... 25,000.00
October 25, 2002................. 25,000.00
November 25, 2002................ 25,000.00
December 25, 2002................ 25,000.00
January 25, 2003................. 25,000.00
February 25, 2003................ 25,000.00
March 25, 2003................... 25,000.00
April 25, 2003................... 25,000.00
May 25, 2003..................... 25,000.00
June 25, 2003.................... 25,000.00
July 25, 2003.................... 25,000.00
August 25, 2003.................. 25,000.00
September 25, 2003............... 25,000.00
October 25, 2003................. 25,000.00
November 25, 2003................ 25,000.00
December 25, 2003................ 25,000.00
January 25, 2004................. 25,000.00
February 25, 2004................ 25,000.00
March 25, 2004................... 25,000.00
April 25, 2004................... 25,000.00
May 25, 2004..................... 25,000.00
June 25, 2004.................... 25,000.00
July 25, 2004.................... 25,000.00
August 25, 2004.................. 25,000.00
September 25, 2004............... 25,000.00
October 25, 2004................. 25,000.00
November 25, 2004................ 25,000.00
December 25, 2004................ 25,000.00
January 25, 2005................. 25,000.00
February 25, 2005................ 25,000.00
March 25, 2005................... 25,000.00
April 25, 2005................... 25,000.00
May 25, 2005..................... 25,000.00
June 25, 2005.................... 25,000.00
July 25, 2005.................... 25,000.00
August 25, 2005.................. 25,000.00
September 25, 2005............... 25,000.00
October 25, 2005................. 25,000.00
November 25, 2005................ 25,000.00
December 25, 2005................ 25,000.00
January 25, 2006................. 25,000.00
February 25, 2006................ 25,000.00
