EXHIBIT 1.1
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
$395,151,146
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-C1
CLASS X-1, CLASS X-2, CLASS A-1, CLASS A-2A, CLASS A-2B,
CLASS B, CLASS C, CLASS D AND CLASS E
UNDERWRITING AGREEMENT
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as of October 30, 1996
Xxxxxxx, Xxxxx & Co.
As Representative of the several
Underwriters named in Schedule I hereto
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
GMAC Commercial Mortgage Securities, Inc., a Delaware corporation (the
"Company"), proposes to sell to the underwriters named in Schedule I hereto (the
"Underwriters"), for whom you are acting as representative (the
"Representative"), the respective classes of Mortgage PassThrough Certificates,
Series 1996-C1, that are identified on Schedule I, in each case, having the
initial aggregate stated principal amount (a "Class Principal Balance") or
initial aggregate notional principal amount (a "Class Notional Amount") and
initial pass-through rate set forth on Schedule I. The Class X-1, Class X-2,
Class A-1, Class A-2A, Class A-2B, Class B, Class C, Class D and Class E
Certificates (collectively, the "Certificates"), together with the Class F,
Class G and Class H Certificates issued therewith, will evidence the entire
interest in the Trust Fund (as defined in the Pooling and Servicing Agreement
referred to below) consisting primarily of a pool (the "Pool") of conventional,
multifamily and commercial mortgage loans (the "Mortgage Loans") as described in
the Prospectus Supplement (as hereinafter defined) to be sold by the Company.
The Certificates will be issued under a pooling and servicing agreement
(the "Pooling and Servicing Agreement") to be dated as of November 1, 1996 (the
"Cut-off Date") among the Company, as depositor, GMAC Commercial Mortgage
Corporation ("GMACCM"), as master servicer (in such capacity, the "Master
Servicer") and special servicer (in such capacity, the "Special Servicer"), and
State Street Bank & Trust Company, as trustee (the "Trustee"). The Certificates
are described in the Basic Prospectus and the Prospectus Supplement (each as
hereinafter defined) which the Company has furnished to the Representative.
Certain of the Mortgage Loans (the "GMACCM Mortgage Loans") will be
acquired by the Company from GMACCM pursuant to a mortgage loan purchase
agreement, dated as of October 30, 1996 (the "GMACCM Purchase Agreement"),
between the Company and GMACCM. Certain of the Mortgage Loans will be acquired
by the Company from
Internationale Nederlanden (U.S.) Capital Corporation (to be known as ING (U.S.)
Capital Corporation effective as of November 1, 1996) ("ING Capital") pursuant
to a mortgage loan purchase agreement, dated as of October 30, 1996 (the "ING
Capital Purchase Agreement"), between the Company and ING Capital. Certain of
the Mortgage Loans will be acquired by the Company from ContiTrade Services
L.L.C. ("ContiTrade") pursuant to a mortgage loan purchase agreement, dated as
of October 30, 1996 (the "ContiTrade Purchase Agreement"), between the Company
and ContiTrade. GMACCM, ING Capital and ContiTrade collectively constitute the
"Mortgage Loan Sellers"; and the GMACCM Purchase Agreement, the ING Capital
Purchase Agreement and the ContiTrade Purchase Agreement collectively constitute
the "Purchase Agreements".
1. REPRESENTATIONS, WARRANTIES AND COVENANTS.
1.1 The Company represents and warrants to, and agrees
with the Underwriters that:
(a) The Company has filed with the Securities and
Exchange Commission (the "Commission") a registration statement (No.
33-94448) on Form S-3 for the registration under the Securities Act of
1933, as amended (the "Act"), of Mortgage Pass-Through Certificates
(issuable in series), including the Certificates, which registration
statement has become effective, and a copy of which, as amended to the
date hereof, has heretofore been delivered to the Representative. The
Company proposes to file with the Commission pursuant to Rule 424(b)
under the rules and regulations of the Commission under the Act (the
"1933 Act Regulations") a supplement dated October 30, 1996 (the
"Prospectus Supplement"), to the prospectus dated October 22, 1996 (the
"Basic Prospectus"), relating to the Certificates and the method of
distribution thereof. Such registration statement (No. 33-94448)
including exhibits thereto and any information incorporated therein by
reference, as amended at the date hereof, is hereinafter called the
"Registration Statement"; the Basic Prospectus and the Prospectus
Supplement and any information incorporated therein by reference,
together with any amendment thereof or supplement thereto authorized by
the Company on or prior to the Closing Date for use in connection with
the offering of the Certificates, are hereinafter called the
"Prospectus"; and any diskette attached to the Prospectus is
hereinafter called the "Diskette". Any preliminary form of the
Prospectus Supplement which has heretofore been filed pursuant to Rule
424, or prior to the effective date of the Registration Statement
pursuant to Rule 402(a), or 424(a) is hereinafter called a "Preliminary
Prospectus Supplement"; and any diskette attached to the Preliminary
Prospectus Supplement is hereinafter referred to as the "Preliminary
Diskette".
(b) The Registration Statement has become effective,
and the Registration Statement as of its effective date (the "Effective
Date"), and the Prospectus, as of the date of the Prospectus
Supplement, complied in all material respects with the applicable
requirements of the Act and the 1933 Act Regulations; and the
Registration Statement, as of the Effective Date, did not contain any
untrue statement of a material fact and did not omit to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading and the Prospectus and any Diskette,
as of the date of the Prospectus Supplement, did not, and as of the
Closing Date will not,
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contain an untrue statement of a material fact and did not and will not
omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made,
not misleading; provided, however, that neither the Company nor GMACCM
makes any representations or warranties as to the information contained
in or omitted from the Registration Statement or the Prospectus or any
amendment thereof or supplement thereto relating to the information
identified by underlining or other highlighting as shown in EXHIBIT C
(the "Excluded Information"); and provided, further, that neither the
Company nor GMACCM makes any representations or warranties as to either
(i) any information in any Computational Materials or ABS Term Sheets
(each as hereinafter defined) required to be provided by the
Underwriters to the Company pursuant to Section 4.2, or (ii) as to any
information contained in or omitted from the portions of the Prospectus
identified by underlining or other highlighting as shown in EXHIBIT D
(the "Underwriter Information"); and provided, further, that neither
the Company nor, except as contemplated by Section 1.2(a), GMACCM makes
any representations or warranties as to any information regarding the
Mortgage Loans or the Mortgage Loan Sellers contained in or omitted
from the portions of the Prospectus Supplement under the headings
"Summary of the Prospectus Supplement--The Mortgage Asset Pool", "Risk
Factors--The Mortgage Loans" and "Description of the Mortgage Asset
Pool" or contained in or omitted from Annex A to the Prospectus
Supplement or contained in or omitted from the Diskette (the "Mortgage
Loan Seller Information"), other than that any Mortgage Loan Seller
Information (exclusive of the information set forth on pages A-9
through A-45, inclusive, of Annex A to the Prospectus Supplement (the
"Loan Detail") and the information on the Diskette) that represents a
restatement or aggregation of the information on the Loan Detail,
accurately reflects the information contained in the Loan Detail; and
provided, further, that neither the Company nor GMACCM makes any
representations or warranties with respect to the Diskette to the
extent that the information set forth in the Diskette is different than
the information set forth in the Loan Detail. Neither the Company nor,
except as contemplated by Section 1.2(b), GMACCM makes any
representations or warranties, however, as to the accuracy or
completeness of any information in the Loan Detail. The Company
acknowledges that, except for any Computational Materials and ABS Term
Sheets, the Underwriter Information constitutes the only information
furnished in writing by or on behalf of any Underwriter for use in
connection with the preparation of the Registration Statement, any
preliminary prospectus or the Prospectus, and the Underwriters confirm
that the Underwriter Information is correct.
(c) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware and has the requisite corporate power to own its properties
and to conduct its business as presently conducted by it.
(d) This Agreement has been duly authorized, executed and
delivered by the Company and, assuming due authorization, execution and
delivery by the Representative on behalf of the Underwriters,
constitutes a valid, legal and binding obligation of the Company,
enforceable against the Company in accordance with the terms hereof,
subject to (i) applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of creditors'
rights generally, (ii) generally principles of equity,
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regardless of whether such enforcement is considered in a proceeding in
equity or at law, and (iii) public policy considerations underlying the
securities laws, to the extent that such public policy considerations
limit the enforceability of the provisions of this Agreement that
purport to provide indemnification for securities laws liabilities.
(e) As of the Closing Date (as defined herein), the
Certificates will conform in all material respects to the description
thereof contained in the Prospectus and the representations and
warranties of the Company in the Pooling and Servicing Agreement will
be true and correct in all material respects.
1.2 GMACCM represents and warrants to and agrees with you
that:
(a) As of the Closing Date, the representations and
warranties of GMACCM in the Pooling and Servicing Agreement and in
Section 4(b) of the GMACCM Purchase Agreement will be true and correct
in all material respects.
(b) This Agreement has been duly authorized, executed
and delivered by GMACCM and, assuming the due authorization, execution
and delivery by the Representative on behalf of the Underwriters,
constitutes a valid, legal and binding obligation of GMACCM,
enforceable against GMACCM in accordance with the terms hereof, subject
to (i) applicable bankruptcy, insolvency, reorganization, moratorium
and other laws affecting the enforcement of creditors' rights
generally, (ii) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law, and
(iii) public policy considerations underlying the securities laws to
the extent that such public policy considerations limit the
enforceability of the provisions of this Agreement that purport to
provide indemnification for securities laws liabilities.
1.3 Each Underwriter represents and warrants to and
agrees with the Company and GMACCM that:
(a) With respect to each class of Certificates, if
any, to be issued in authorized denominations of less than $25,000
initial principal balance or evidencing percentage interests in such
class of less than 20%, as the case may be, the fair market value of
each such Certificate sold to any person on the date of initial sale
thereof by such Underwriter will not be less than $100,000; and with
respect to each class of Certificates to be maintained on the
book-entry records of The Depository Trust Company ("DTC"), the
interest in each such class of Certificates sold to any person on the
date of initial sale thereof by such Underwriter will not be less than
$25,000 initial principal balance or a percentage interest in such
class of less than 20%, as the case may be.
(b) Such Underwriter will have funds available at
Corestates Philadelphia in such Underwriter's account at such bank at
the time all documents are executed and the closing of the sale of the
Certificates is completed, except for the transfer of funds and the
delivery of the Certificates. Such funds will be available for
immediate transfer into the account of GMACCM maintained at such bank.
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(c) As of the date hereof and as of the Closing Date,
such Underwriter has complied with all of its obligations hereunder,
including, without limitation, Section 4.2, and, with respect to all
Computational Materials and ABS Term Sheets provided by such
Underwriter to the Company pursuant to Section 4.2, if any, such
Computational Materials and ABS Term Sheets are accurate in all
material respects (taking into account the assumptions explicitly set
forth in the Computational Materials or ABS Term Sheets, except to the
extent of any errors therein that are caused by errors in the Pool
Information) and include all assumptions relevant to the preparation
thereof. The Computational Materials and ABS Term Sheets provided by
such Underwriter to the Company constitute a complete set of all
Computational Materials and ABS Term Sheets delivered by such
Underwriter to prospective investors that are required to be filed with
the Commission.
1.4 The Representative represents and warrants to the Company and
GMACCM that it has been authorized by each of the other Underwriters to execute
and deliver this Agreement on their behalf.
2. PURCHASE AND SALE. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
agrees to sell to each of the Underwriters, and each of the Underwriters agree,
severally and not jointly, to purchase from the Company, the actual or notional,
as the case may be, principal amounts or percentage interests set forth in
Schedule I hereto in the respective classes of Certificates at a price for each
such class set forth in Schedule I hereto. There will be added to the purchase
prices of the Certificates (other than the Class A-1 Certificates) an amount
equal to interest accrued thereon from the Cut-off Date to but not including the
Closing Date.
3. DELIVERY AND PAYMENT. Delivery of and payment for the
Certificates shall be made at the office of Xxxxxxx Xxxxxxxx & Wood at 10:00
a.m., New York City time, on November 7, 1996 or such later date as the
Representative shall designate, which date and time may be postponed by
agreement between the Representative and the Company (such date and time of
delivery and payment for the Certificates being herein called the "Closing
Date"). Delivery of the Certificates (also referred to herein as the "DTC
Registered Certificates") shall be made to the Representative for the respective
accounts of the Underwriters through DTC, in each case against payment by the
Underwriters of the purchase prices thereof to or upon the order of the Company
by wire transfer in immediately available funds.
4. OFFERING BY UNDERWRITERS.
4.1 It is understood that the Underwriters propose to
offer the Certificates for sale to the public as set forth in the Prospectus,
and the Underwriters agree that all such offers and sales by the Underwriters
shall be made in compliance with all applicable laws and regulations. It is
further understood that the Company, in reliance upon a no-filing letter from
the Attorney General of the State of New York granted pursuant to Policy
Statement 105, has not and will not file an offering statement pursuant to
Section 352-c of the General Business Law of the State of New York with respect
to the Certificates. As required by Policy Statement 105, each Underwriter
therefore covenants and agrees with the Company that sales of the Certificates
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made by such Underwriter in and from the State of New York will be made only to
institutional investors within the meaning of Policy Statement 105.
4.2 It is understood that each Underwriter may prepare
and provide to prospective investors certain Computational Materials and ABS
Term Sheets (each as defined below) in connection with its offering of the
Certificates, subject to the following conditions to be satisfied by such
Underwriter:
(a) In connection with the use of Computational
Materials, such Underwriter shall comply with all applicable
requirements of the No-Action Letter of May 20, 1994 issued by the
Commission to Xxxxxx, Xxxxxxx Acceptance Corporation I, Xxxxxx, Peabody
& Co. Incorporated and Xxxxxx Structured Asset Corporation, as made
applicable to other issuers and underwriters by the Commission in
response to the request of the Public Securities Association dated May
24, 1994 (collectively, the "Xxxxxx/PSA Letter"), as well as the PSA
Letter referred to below. In connection with the use of ABS Term
Sheets, such Underwriter shall comply with all applicable requirements
of the NoAction Letter of February 17, 1995 issued by the Commission to
the Public Securities Association (the "PSA Letter" and, together with
the Xxxxxx/PSA Letter, the "No-Action Letters").
(b) For purposes hereof, "Computational Materials" as
used herein shall have the meaning given such term in the No-Action
Letters, but shall include only those Computational Materials that have
been prepared or delivered to prospective investors by or at the
direction of such Underwriter. For purposes hereof, "ABS Term Sheets"
and "Collateral Term Sheets" as used herein shall have the meanings
given such terms in the PSA Letter but shall include only those ABS
Term Sheets or Collateral Term Sheets that have been prepared or
delivered to prospective investors by or at the direction of such
Underwriter.
(c) (i) All Computational Materials and ABS Term
Sheets provided to prospective investors that are required to be filed
pursuant to the No-Action Letters shall bear a legend on each page
including the following statement:
"THE INFORMATION HEREIN HAS BEEN PROVIDED
SOLELY BY [NAME OF APPLICABLE UNDERWRITER].
NEITHER THE ISSUER OF THE CERTIFICATES NOR ANY
OF ITS AFFILIATES MAKES ANY REPRESENTATION AS TO
THE ACCURACY OR COMPLETENESS OF THE
INFORMATION HEREIN. THE INFORMATION HEREIN IS
PRELIMINARY AND WILL BE SUPERSEDED BY THE
APPLICABLE PROSPECTUS SUPPLEMENT AND BY ANY
OTHER INFORMATION SUBSEQUENTLY FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION."
(ii) In the case of Collateral Term Sheets,
such legend shall also include the following statement:
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"THE INFORMATION CONTAINED HEREIN WILL BE
SUPERSEDED BY THE DESCRIPTION OF THE MORTGAGE
POOL CONTAINED IN THE PROSPECTUS SUPPLEMENT
RELATING TO THE CERTIFICATES AND [,EXCEPT WITH
RESPECT TO THE INITIAL COLLATERAL TERM SHEET
PREPARED BY THE UNDERWRITERS,] SUPERSEDES ALL
INFORMATION CONTAINED IN ANY COLLATERAL TERM
SHEETS RELATING TO THE MORTGAGE POOL PREVIOUSLY
PROVIDED BY [NAME OF APPLICABLE UNDERWRITER]."
The Company shall have the right to require additional specific legends
or notations to appear on any Computational Materials or ABS Term
Sheets, the right to require changes regarding the use of terminology
and the right to determine the types of information appearing therein.
Notwithstanding the foregoing, subsection (c)(i) will be satisfied if
all Computational Materials and ABS Term Sheets referred to therein
bear a legend in a form previously approved in writing by the Company.
(d) Such Underwriter shall provide the Company with
representative forms of all Computational Materials and ABS Term Sheets
prior to their first use, to the extent such forms have not previously
been approved by the Company for use by the Underwriters. Such
Underwriter shall provide to the Company, for filing on Form 8-K as
provided in Section 5.9, copies (in such format as required by the
Company) of all Computational Materials and ABS Term Sheets that are
required to be filed with the Commission pursuant to the No-Action
Letters. Such Underwriter may provide copies of the foregoing in a
consolidated or aggregated form including all information required to
be filed. All Computational Materials and ABS Term Sheets described in
this subsection (d) must be provided to the Company not later than
10:00 a.m. New York time one business day before filing thereof is
required pursuant to the terms of this Agreement. Such Underwriter
agrees that it will not provide to any investor or prospective investor
in the Certificates any Computational Materials or ABS Term Sheets on
or after the day on which Computational Materials and ABS Term Sheets
are required to be provided to the Company pursuant to this Section
4.2(d) (other than copies of Computational Materials or ABS Term Sheets
previously submitted to the Company in accordance with this Section
4.2(d) for filing pursuant to Section 5.9), unless such Computational
Materials or ABS Term Sheets are preceded or accompanied by the
delivery of a Prospectus to such investor or prospective investor.
(e) All information included in the Computational
Materials and ABS Term Sheets shall be generated based on substantially
the same methodology and assumptions that are used to generate the
information in the Prospectus Supplement as set forth therein;
PROVIDED, HOWEVER, that the Computational Materials and ABS Term Sheets
may include information based on alternative methodologies or
assumptions if specified therein. If any Computational Materials or ABS
Term Sheets delivered by such Underwriter that are required to be filed
were based on assumptions with respect to the Pool that differ from the
final Pool Information in any material respect or on Certificate
structuring terms that were revised in any material respect prior to
the printing of the
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Prospectus, such Underwriter shall prepare revised Computational
Materials or ABS Term Sheets, as the case may be, based on the final
Pool Information and structuring assumptions, circulate such revised
Computational Materials and ABS Term Sheets to all recipients of the
preliminary versions thereof that indicated orally to such Underwriter
they would purchase all or any portion of the Certificates, and include
such revised Computational Materials and ABS Term Sheets (marked, "as
revised") in the materials delivered to the Company pursuant to
subsection (d) above.
(f) The Company shall not be obligated to file any
Computational Materials or ABS Term Sheets that have been determined to
contain any material error or omission, provided that, at the request
of an Underwriter, the Company will file Computational Materials or ABS
Term Sheets that contain a material error or omission if clearly marked
"superseded by materials dated __________" and accompanied by corrected
Computational Materials or ABS Term Sheets that are marked "material
previously dated __________, as corrected". In the event that within
the period during which the Prospectus relating to the Certificates is
required to be delivered under the Act, any Computational Materials or
ABS Term Sheets delivered by an Underwriter are determined, in the
reasonable judgment of the Company or such Underwriter, to contain a
material error or omission, such Underwriter shall prepare a corrected
version of such Computational Materials or ABS Term Sheets, shall
circulate such corrected Computational Materials and ABS Term Sheets to
all recipients of the prior versions thereof that either indicated
orally to such Underwriter they would purchase all or any portion of
the Certificates, or actually purchased all or any portion thereof, and
shall deliver copies of such corrected Computational Materials and ABS
Term Sheets (marked, "as corrected") to the Company for filing with the
Commission in a subsequent Form 8- K submission (subject to the
Company's obtaining an accountant's comfort letter in respect of such
corrected Computational Materials and ABS Term Sheets, which shall be
at the expense of such Underwriter).
(g) If an Underwriter does not provide any
Computational Materials or ABS Term Sheets to the Company pursuant to
subsection (d) above, such Underwriter shall be deemed to have
represented, as of the Closing Date, that it did not provide any
prospective investors with any information in written or electronic
form in connection with the offering of the Certificates that is
required to be filed with the Commission in accordance with the
No-Action Letters, and such Underwriter shall provide the Company with
a certification to that effect on the Closing Date.
(h) In the event of any delay in the delivery by such
Underwriter to the Company of all Computational Materials and ABS Term
Sheets required to be delivered in accordance with subsection (d)
above, or in the delivery of the accountant's comfort letter in respect
thereof pursuant to Section 5.9, the Company shall have the right to
delay the release of the Prospectus to investors or to the
Underwriters, to delay the Closing Date and to take other appropriate
actions, in each case as necessary in order to allow the Company to
comply with its agreement set forth in Section 5.9 to file the
Computational Materials and ABS Term Sheets by the time specified
therein.
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(i) Notwithstanding anything herein to the contrary,
for purposes of this Agreement, neither the Preliminary Diskette nor
the Diskette shall be deemed to be Computational Materials or ABS Term
Sheets.
Each Underwriter represents that it has in place, and
covenants that it shall maintain, internal controls and procedures which it
reasonably believes to be sufficient to ensure full compliance with all
applicable legal requirements of the No-Action Letters with respect to the
generation and use of Computational Materials and ABS Term Sheets in connection
with the offering of the Certificates. Each Underwriter further represents and
warrants that, if and to the extent it provided any prospective investors with
any Computational Materials or ABS Terms Sheets prior to the date hereof in
connection with the offering of the Certificates, all of the conditions set
forth in clauses (a) through (h) above have been satisfied with respect thereto.
4.3 Each Underwriter further agrees that, on or prior to
the sixth day after the Closing Date, it shall provide the Company with a
certificate, substantially in the form of EXHIBIT F attached hereto, setting
forth (i) in the case of each class of Certificates, (a) if less than 10% of the
aggregate actual or notional, as the case may be, principal balance of such
class of Certificates has been sold to the public as of such date, the value
calculated pursuant to clause (b)(iii) of EXHIBIT F hereto, or, (b) if 10% or
more of such class of Certificates has been sold to the public as of such date
but no single price is paid for at least 10% of the aggregate actual or
notional, as the case may be, principal balance of such class of Certificates,
then the weighted average price at which the Certificates of such class were
sold expressed as a percentage of the aggregate actual or notional, as the case
may be, principal balance of such class of Certificates sold, or (c) the first
single price at which at least 10% of the aggregate actual or notional, as the
case may be, principal balance of such class of Certificates was sold to the
public, (ii) the prepayment assumption used in pricing each class of
Certificates, and (iii) such other information as to matters of fact as the
Company may reasonably request to enable it to comply with its reporting
requirements with respect to each class of Certificates to the extent such
information can in the good faith judgment of the Underwriters be determined by
them.
5. AGREEMENTS. The Company agrees with the several Underwriters
that:
5.1 Before amending or supplementing the Registration
Statement or the Prospectus with respect to the Certificates, the Company will
furnish the Representative with a copy of each such proposed amendment or
supplement.
5.2 The Company will cause the Prospectus Supplement to
be transmitted to the Commission for filing pursuant to Rule 424(b) under the
Act by means reasonably calculated to result in filing with the Commission
pursuant to said rule.
5.3 If, during the period after the first date of the
public offering of the Certificates in which a prospectus relating to the
Certificates is required to be delivered under the Act, any event occurs as a
result of which it is necessary to amend or supplement the Prospectus, as then
amended or supplemented, in order to make the statements therein, in the light
of the circumstances when the Prospectus is delivered to a purchaser, not
misleading, or if it shall be necessary to amend or supplement the Prospectus to
comply with the Act or the 1933 Act Regulations, the Company promptly will
prepare and furnish, at its own expense, to
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the Representative on behalf of the several Underwriters, either amendments or
supplements to the Prospectus so that the statements in the Prospectus as so
amended or supplemented will not, in the light of the circumstances when the
Prospectus is delivered to a purchaser, be misleading or so that the Prospectus
will comply with law.
5.4 The Company will furnish to the Representative,
without charge, a copy of the Registration Statement (including exhibits
thereto) and, so long as delivery of a prospectus by an underwriter or dealer
may be required by the Act, as many copies of the Prospectus, any documents
incorporated by reference therein and any amendments and supplements thereto as
the Representative may reasonably request.
5.5 The Company agrees, so long as the Certificates shall
be outstanding, or until such time as the several Underwriters shall cease to
maintain a secondary market in the Certificates, whichever first occurs, to
deliver to the Representative the annual statement as to compliance delivered to
the Trustee pursuant to Section 3.13 of the Pooling and Servicing Agreement and
the annual statement of a firm of independent public accountants furnished to
the Trustee pursuant to Section 3.14 of the Pooling and Servicing Agreement, as
soon as such statements are furnished to the Company.
5.6 The Company will endeavor to arrange for the
qualification of the Certificates for sale under the laws of such jurisdictions
as the Representative may reasonably designate and will maintain such
qualification in effect so long as required for the initial distribution of the
Certificates; PROVIDED, HOWEVER, that the Company shall not be required to
qualify to do business in any jurisdiction where it is not now so qualified or
to take any action that would subject it to general or unlimited service of
process in any jurisdiction where it is not now so subject.
5.7 Except as herein provided, the several Underwriters
shall be responsible for paying all costs and expenses incurred by them,
including the fees and disbursements of their counsel, in connection with the
purchase and sale of the Certificates.
5.8 If, during the period after the Closing Date in which
a prospectus relating to the Certificates is required to be delivered under the
Act, the Company receives notice that a stop order suspending the effectiveness
of the Registration Statement or preventing the offer and sale of the
Certificates is in effect, the Company will advise the Representative of the
issuance of such stop order.
5.9 The Company shall file the Computational Materials
and ABS Term Sheets (if any) provided to it by the Underwriters under Section
4.2(d) with the Commission pursuant to a Current Report on Form 8-K by 10:00
a.m. on the morning the Prospectus is delivered to the Underwriters or, the case
of any Collateral Term Sheet required to be filed prior to such date, by 10:00
a.m. on the second business day following the first day on which such Collateral
Term Sheet has been sent to a prospective investor; PROVIDED, HOWEVER, that
prior to such filing of the Computational Materials and ABS Term Sheets (other
than any Collateral Term Sheets that are not based on the Pool Information) by
the Company, each Underwriter must comply with its obligations pursuant to
Section 4.2 and the Company must receive a letter from Deloitte & Touche LLP,
certified public accountants, satisfactory in form and substance to the Company,
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GMACCM and their respective counsels, to the effect that such accountants have
performed certain specified procedures, all of which have been agreed to by the
Company, as a result of which they determined that all information that is
included in the Computational Materials and ABS Term Sheets (if any) provided by
the Underwriters to the Company for filing on Form 8-K, as provided in Section
4.2 and this Section 5.9, is accurate except as to such matters that are not
deemed by the Company to be material. The foregoing letter shall be at the
expense of the Underwriters. The Company shall file any corrected Computational
Materials described in Section 4.2(f) as soon as practicable following receipt
thereof. The Company also will file with the Commission within fifteen days of
the issuance of the Certificates a Current Report on Form 8-K (for purposes of
filing the Pooling and Servicing Agreement).
6. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The
Underwriters' obligation to purchase the Certificates shall be subject to the
following conditions:
6.1 No stop order suspending the effectiveness of the
Registration Statement shall be in effect, and no proceedings for that purpose
shall be pending or, to the knowledge of the Company, threatened by the
Commission; and the Prospectus Supplement shall have been filed or transmitted
for filing, by means reasonably calculated to result in a filing with the
Commission pursuant to Rule 424(b) under the Act.
6.2 Since December 31, 1995, there shall have been no
material adverse change (not in the ordinary course of business) in the
condition of the Company or GMACCM.
6.3 The Company shall have delivered to the Underwriters
a certificate, dated the Closing Date, of the President, a Senior Vice President
or a Vice President of the Company to the effect that the signer of such
certificate has examined this Agreement, the Prospectus, the Pooling and
Servicing Agreement and various other closing documents, and that, to the best
of his or her knowledge after reasonable investigation:
(a) the representations and warranties of the
Company in this Agreement and in the Pooling and Servicing Agreement
are true and correct in all material respects; and
(b) the Company has, in all material respects,
complied with all the agreements and satisfied all the conditions on
its part to be performed or satisfied hereunder at or prior to the
Closing Date.
6.4 GMACCM shall have delivered to the Underwriters a
certificate, dated the Closing Date, of the President, a Senior Vice President
or a Vice President of GMACCM to the effect that the signer of such certificate
has examined the Pooling and Servicing Agreement and this Agreement and that, to
the best of his or her knowledge after reasonable investigation, the
representations and warranties of GMACCM contained in the Pooling and Servicing
Agreement and in this Agreement are true and correct in all material respects.
6.5 The Underwriters shall have received the opinions of
Xxxxxxx Xxxxxxxx & Xxxx, special counsel for the Company and GMACCM, dated the
Closing Date and substantially to the effect set forth in EXHIBITS A-1 and A-2,
and the opinion of Xxxx Xxxxxx,
11
Esq., general counsel for the Company and GMACCM, dated the Closing Date and
substantially to the effect set forth in EXHIBIT B.
6.6 The Underwriters shall have received from Xxxxx &
Xxxx, LLP, counsel for the Underwriters, an opinion dated the Closing Date in
form and substance reasonably satisfactory to the Underwriters.
6.7 The Underwriters shall have received from Deloitte &
Touche LLP, certified public accountants, (a) a letter dated the date hereof and
reasonably satisfactory in form and substance to the Underwriters and their
counsel, to the effect that they have performed certain specified procedures,
all of which have been agreed to by you, as a result of which they determined
that certain information of an accounting, financial or statistical nature set
forth in the Prospectus Supplement under the captions "Description of the
Mortgage Pool", "Description of the Certificates" and "Yield and Maturity
Considerations" agrees with the records of the Company and the Mortgage Loan
Sellers excluding any questions of legal interpretation and (b) the letter
prepared pursuant to Section 5.9 hereof.
6.8 The respective classes of Certificates shall have
been rated as set forth on Schedule I.
6.9 The Underwriters shall have received, with respect to
the Trustee, a favorable opinion of counsel, dated the Closing Date, addressing
the valid existence of such party under the laws of the jurisdiction of its
organization, the due authorization, execution and delivery of the Pooling and
Servicing Agreement by such party and, subject to standard limitations regarding
laws affecting creditors' rights and general principles of equity, the
enforceability of the Pooling and Servicing Agreement against such party. Such
opinion may express its reliance as to factual matters on representations and
warranties made by, and on certificates or other documents furnished by officers
and/or authorized representatives of, parties to this Agreement and the Pooling
and Servicing Agreement and on certificates furnished by public officials. Such
opinion may assume the due authorization, execution and delivery of the
instruments and documents referred to therein by the parties thereto other than
the party on behalf of which such opinion is being rendered. Such opinion may be
qualified as an opinion only on the laws of each state in which the writer of
the opinion is admitted to practice law and the federal law of the United
States.
6.10 The Underwriters shall have received from Xxxxxxx
Xxxxxxxx & Wood, special counsel to the Company, and from Xxxx Xxxxxx, Esq.,
general counsel to the Company, reliance letters with respect to any opinions
delivered to the rating agencies identified on Schedule I hereto.
6.11 The Underwriters shall have received from Xxxxxx &
Xxxxx, counsel to ING Capital and ContiTrade, and Xxxxxxx Xxxxxxxx & Wood,
counsel to GMACCM, the opinions substantially to the effect set forth in Exhibit
A-3 of the respective Purchase Agreements.
The Company will furnish the Underwriters with conformed copies of the above
opinions, certificates, letters and documents as they reasonably request.
12
7. INDEMNIFICATION AND CONTRIBUTION.
7.1 The Company and GMACCM, jointly and severally, agree
to indemnify and hold harmless each Underwriter and each person, if any, who
controls such Underwriter within the meaning of either Section 15 of the Act or
Section 20 of the Securities Exchange Act of 1934 (the "Exchange Act"), from and
against any and all losses, claims, damages and liabilities caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement for the registration of the Certificates as originally
filed or in any amendment thereof or other filing incorporated by reference
therein, or in the Prospectus or incorporated by reference therein (if used
within the period set forth in Section 5.3 hereof and as amended or supplemented
if the Company shall have furnished any amendments or supplements thereto), or
in the Diskette, or caused by any omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, except insofar as such losses, claims, damages, or liabilities
are caused by any such untrue statement or omission or alleged untrue statement
or omission based upon any information with respect to which the Underwriters
have agreed to indemnify the Company pursuant to Section 7.2; provided that the
Company and GMACCM will be liable for any such loss, claim, damage or liability
that arises out of or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein relating to the Mortgage
Loan Seller Information only if and to the extent that (i) any such untrue
statement is with respect to information regarding the GMACCM Mortgage Loans
contained in the Loan Detail or, to the extent consistent with Annex A to the
Prospectus Supplement, the Diskette, or (ii) any such untrue statement or
alleged untrue statement or omission or alleged omission is with respect to
information regarding any or all of the Mortgage Loan Sellers or any or all of
the Mortgage Loans contained in the Prospectus Supplement under the headings
"Summary of Prospectus Supplement - The Mortgage Asset Pool", "Risk Factors -
The Mortgage Loans" and/or "Description of the Mortgage Asset Pool" or on Annex
A to the Prospectus Supplement (exclusive of the Loan Detail), and such
information represents a restatement or aggregation of information contained in
the Loan Detail, or (iii) any such untrue statement or alleged untrue statement
or omission or alleged omission is with respect to information regarding GMACCM
or the GMACCM Mortgage Loans contained in the Prospectus Supplement under the
headings "Summary of Prospectus Supplement - The Mortgage Asset Pool", "Risk
Factors - The Mortgage Loans" and/or "Description of the Mortgage Asset Pool" or
on Annex A to the Prospectus Supplement (exclusive of the Loan Detail), and such
information does not represent a restatement or aggregation of information
contained in the Loan Detail; and provided that none of the Company, GMACCM or
any Underwriter will be liable in any case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein relating to the Excluded Information.
7.2 Each Underwriter agrees, severally and not jointly to
indemnify and hold harmless the Company, GMACCM, their respective directors or
officers and any person controlling the Company or GMACCM to the same extent as
the indemnity set forth in clause 7.1 above from the Company and GMACCM to the
Underwriters, but only with respect to (i) the Underwriter Information relating
to such Underwriter or supplied by such Underwriter to the Company for inclusion
in the Prospectus Supplement and (ii) the Computational Materials and ABS Term
Sheets delivered to investors in the Certificates by such Underwriter, except to
13
the extent of any errors in the Computational Materials or ABS Term Sheets that
are caused by errors in the Pool Information. In addition, each Underwriter
agrees to indemnify and hold harmless the Company, GMACCM, their respective
directors or officers and any person controlling the Company or GMACCM against
any and all losses, claims, damages, liabilities and expenses (including,
without limitation, reasonable attorneys' fees) caused by, resulting from,
relating to, or based upon any legend regarding original issue discount on any
Certificate resulting from incorrect information provided by such Underwriter in
the certificates described in Section 4.3 hereof.
7.3 In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either Section 7.1 or 7.2, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the reasonable fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to retain its own counsel, but the reasonable fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have mutually agreed to the retention of
such counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified party
and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood
that the indemnifying party shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable fees
and expenses of more than one separate firm for all such indemnified parties.
Such firm shall be designated in writing by the Representative, in the case of
parties indemnified pursuant to Section 7.1, and by the Company or GMACCM, in
the case of parties indemnified pursuant to Section 7.2. The indemnifying party
may, at its option, at any time upon written notice to the indemnified party,
assume the defense of any proceeding and may designate counsel reasonably
satisfactory to the indemnified party in connection therewith provided that the
counsel so designated would have no actual or potential conflict of interest in
connection with such representation. Unless it shall assume the defense of any
proceeding the indemnifying party shall not be liable for any settlement of any
proceeding, effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. If the indemnifying party
assumes the defense of any proceeding, it shall be entitled to settle such
proceeding with the consent of the indemnified party or, if such settlement
provides for release of the indemnified party in connection with all matters
relating to the proceeding which have been asserted against the indemnified
party in such proceeding by the other parties to such settlement, without the
consent of the indemnified party.
7.4 If the indemnification provided for in this Section 7
is unavailable to an indemnified party under Section 7.1 or 7.2 hereof or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities, in
such proportion as is appropriate to
14
reflect not only the relative benefits received by the Company and GMACCM on the
one hand and the Underwriters on the other from the offering of the Certificates
but also the relative fault of the Company and GMACCM on the one hand and of the
Underwriters on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of the Company and GMACCM
on the one hand and of either of the Underwriters on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or GMACCM or by
an Underwriter, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
7.5 The Company, GMACCM and the Underwriters agree that
it would not be just and equitable if contribution pursuant to this Section 7
were determined by PRO RATA allocation or by any other method of allocation
which does not take account of the considerations referred to in Section 7.4
above. The amount paid or payable by an indemnified party as a result of the
losses, claims, damages and liabilities referred to in this Section 7 shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim except where the indemnified
party is required to bear such expenses pursuant to Section 7.4; which expenses
the indemnifying party shall pay as and when incurred, at the request of the
indemnified party, to the extent that the indemnifying party believes that it
will be ultimately obligated to pay such expenses. In the event that any
expenses so paid by the indemnifying party are subsequently determined to not be
required to be borne by the indemnifying party hereunder, the party which
received such payment shall promptly refund the amount so paid to the party
which made such payment. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
7.6 The indemnity and contribution agreements contained
in this Section 7 and the representations and warranties of the Company and
GMACCM in this Agreement shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement, (ii) any investigation made
by or on behalf of an Underwriter or any person controlling an Underwriter or by
or on behalf of the Company or GMACCM and their respective directors or officers
or any person controlling the Company or GMACCM and (iii) acceptance of and
payment for any of the Certificates.
8. TERMINATION. This Agreement shall be subject to termination by
notice given to the Company and GMACCM, if the sale of the Certificates provided
for herein is not consummated because of any failure or refusal on the part of
the Company or GMACCM to comply with the terms or to fulfill any of the
conditions of this Agreement, or if for any reason the Company or GMACCM shall
be unable to perform their respective obligations under this Agreement. If the
Underwriters terminate this Agreement in accordance with this Section 8, the
Company or GMACCM will reimburse the Underwriters for all reasonable
out-of-pocket expenses (including reasonable fees and disbursements of counsel)
that shall have been reasonably incurred by the Underwriters in connection with
the proposed purchase and sale of the Certificates.
15
9. DEFAULT BY AN UNDERWRITER. If either Underwriter shall fail to
purchase and pay for any of the Certificates agreed to be purchased by such
Underwriter hereunder and such failure to purchase shall constitute a default in
the performance of its obligations under this Agreement, the remaining
Underwriter shall be obligated to take up and pay for the Certificates that the
defaulting Underwriter agreed but failed to purchase; provided, however, that in
the event that the initial principal amount of Certificates that the defaulting
Underwriter agreed but failed to purchase shall exceed 10% of the aggregate
principal balance of all of the Certificates set forth in Schedule I hereto, the
remaining Underwriter shall have the right to purchase all, but shall not be
under any obligation to purchase any, of the Certificates, and if such
nondefaulting Underwriter does not purchase all of the Certificates, this
Agreement will terminate without liability to the nondefaulting Underwriter, the
Company or GMACCM. In the event of a default by either Underwriter as set forth
in this Section 9, the Closing Date for the Certificates shall be postponed for
such period, not exceeding seven days, as the nondefaulting Underwriter shall
determine in order that the required changes in the Registration Statement, the
Prospectus or in any other documents or arrangements may be effected. Nothing
contained in this Agreement shall relieve any defaulting Underwriter of its
liability, if any, to the Company and to any nondefaulting Underwriter for
damages occasioned by its default hereunder.
10. CERTAIN REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The
respective agreements, representations, warranties, indemnities and other
statements of the Company, GMACCM, the Underwriters or the officers of any of
the Company, GMACCM and the Underwriters, set forth in or made pursuant to this
Agreement, will remain in full force and effect, regardless of any
investigation, or statement as to the results thereof, made by or on behalf of
any Underwriter or made by or on behalf of the Company or GMACCM or any of their
respective officers, directors or controlling persons, and will survive delivery
of and payment for the Certificates.
11. NOTICES. All communications hereunder will be in writing and
effective only on receipt, and, if sent to any of the Underwriters, will be
mailed, delivered or telegraphed and confirmed to the Representative at 00 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xx. Xxxxx Xxxxxx; or, if sent to
the Company, will be mailed, delivered or telegraphed and confirmed to it at 000
Xxxxxxx Xxxx, X.X. Xxx 0000, Xxxxxxx, Xxxxxxxxxxxx 00000-0000, Attention: Xx.
Xxxxx Xxxxxx (with a copy to GMAC Mortgage Corporation, 0000 Xxxx Xxxxx
Xxxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Xxxxxx Xxxxxxxx, Esq.); or, if
sent to GMACCM, will be mailed, delivered or telegraphed and confirmed to it at
000 Xxxxxxx Xxxx, X.X. Xxx 0000, Xxxxxxx, Xxxxxxxxxxxx 00000-0000, Attention:
Xx. Xxxxx Xxxxxx (with a copy to GMAC Mortgage Corporation, 0000 Xxxx Xxxxx
Xxxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Xxxxxx Xxxxxxxx, Esq.).
12. SUCCESSORS. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 7 hereof, and their
successors and assigns, and no other person will have any right or obligation
hereunder.
13. APPLICABLE LAW. THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF
THE STATE OF NEW YORK.
16
14. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, which taken together
shall constitute one and the same instrument.
17
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
letter and your acceptance shall represent a binding agreement among the
Company, GMACCM and the Underwriters.
Very truly yours,
GMAC COMMERCIAL MORTGAGE
SECURITIES, INC.
By: /s/ Xxxxx Xxxxxx
-------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
GMAC COMMERCIAL MORTGAGE
CORPORATION
By: /s/ Xxxxx Xxxxxx
-------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
The foregoing Underwriting Agreement
is hereby confirmed and accepted as of
the date first above written.
XXXXXXX, SACHS & CO.
By: /s/ Xxxxxxx, Xxxxx & Co.
---------------------------------
Name:
Title:
For itself and the other Underwriters named
in Schedule II to the foregoing Agreement.
SCHEDULE I
As used in this Agreement, the term "Registration Statement" refers to the registration statement No. 33-94448 filed by GMAC
Commercial Mortgage Securities, Inc. on Form S-3 and declared effective by the Commission.
TITLE AND DESCRIPTION OF THE REGISTERED CERTIFICATES:
Mortgage Pass-Through Certificates, Series 1996-C1, Class X-1, Class X-2, Class A-1, Class A-2A, Class A-2B, Class B, Class C, Class
D and Class E
Underwriters: Xxxxxxx, Sachs & Co. ("Goldman") and Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx")
Underwriting Agreement, dated as of October 30, 1996
Cut-off Date: November 1, 1996
Allocations: Subject to the terms and conditions of the Underwriting Agreement, each of Goldman and Xxxxxx Xxxxxxx shall purchase
Registered Certificates representing 50% of the Class Principal Balance of the Class A-1 Certificates, 50% of the Class Principal
Balance of the Class A-2A Certificates and 50% of the Class Principal Balance of the Class A-2B Certificates; and Goldman shall also
purchase Registered Certificates representing 100% of the Class Principal Balance or Class Notional Amount, as the case may be, of
each other class of Registered Certificates.
Initial Class Principal Balance (or in the case
Class of Class X-1 and Class X-2, Class Notional Initial Purchase
Designation Amount)(1) Pass-through Rate Price(2) Rating(3)
----------- ---------- ----------------- -------- ---------
X-1 $33,475,146 0.9455% 3.5000000% NR/Aaa
X-2 $456,365,528 1.9673% 9.4181646% NR/Aaa
A-1 $33,475,146 5.9125% 100.0000000% AAA/Aaa
A-2A $190,353,000 6.7900% 100.4998000% XXX/Xxx
X-0X $71,963,000 7.2200% 101.5021000% AAA/Aaa
B $31,978,000 7.3400% 101.5156000% AA/Aa1
C $26,268,000 7.4300% 101.4877000% A/Aa3
D $27,409,000 7.7300% 101.5399000% BBB/Baa1
E $13,705,000 7.8600% 97.4512000% BB+/Baa3
------------------------
(1) Subject to a variance of plus or minus 5.0%.
(2) Expressed as a percentage of the Class Principal Balance or Class Notional Amount, as applicable, of the relevant class of
Certificates to be purchased. In addition, as to each such class of the Certificates (other than the Class A-1
Certificates), the Underwriters will pay GMAC Commercial Mortgage Securities, Inc. accrued interest at the initial
Pass-Through Rate therefor from the Cut-off Date to but not including the Closing Date.
(3) By each of Standard & Poor's Ratings Services and Xxxxx'x Investors Services, Inc., except that the Class X-1 and Class X-2
Certificates will be rated solely by Xxxxx'x Investors Services, Inc.
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Closing Time, Date and Location: 10:00 a.m. New York City time on November 7, 1996 at the offices of Xxxxxxx Xxxxxxxx & Xxxx.
------------------------------------------------------------------------------------------------------------------------------------
Issuance and delivery of Registered Certificates: Each class of Registered Certificates will be issued as one or more Certificates
registered in the name of Cede & Co., as nominee of The Depository Trust Company. Beneficial owners will hold interests in such
Certificates through the book-entry facilities of The Depository Trust Company in minimum denominations of initial principal balance
or notional amount, as the case may be, of $100,000 (or, in the case of the Class X-1 and Class X-2 Certificates, $2,500,000) and
integral multiples of $1 in excess thereof.
EXHIBIT A-1
[Xxxxxxx Xxxxxxxx & Wood Letterhead]
November 7, 1996
GMAC Commercial Mortgage Securities, Inc.
GMAC Commercial Mortgage Corporation
000 Xxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
Xxxxxxx, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 1996-C1
----------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to GMAC Commercial Mortgage Securities, Inc. (the
"Company") and GMAC Commercial Mortgage Corporation ("GMACCM") in connection
with the issuance by the Company of Mortgage Pass-Through Certificates, Series
1996-C1 (the "Certificates"), evidencing undivided interests in a trust fund
(the "Trust Fund") consisting primarily of certain mortgage loans (the "Mortgage
Loans"), pursuant to the Pooling and Servicing Agreement, dated as of November
1, 1996 (the "Pooling and Servicing Agreement"), among the Company as depositor,
GMACCM as master servicer and special servicer and State Street Bank and Trust
Company as trustee (the "Trustee").
Certain of the Mortgage Loans (the "GMACCM Mortgage Loans") were purchased
by the Company from GMACCM pursuant to, and for the consideration described in,
the Mortgage Loan Purchase Agreement, dated as of October 30, 1996 (the "GMACCM
Mortgage Loan Purchase Agreement"), between the GMACCM and the Company. Certain
of the Mortgage Loans (the "CTS Mortgage Loans") were purchased by the Company
from ContiTrade Services, L.L.C. ("CTS") pursuant to the Mortgage Loan Purchase
Agreement, dated as of October 30, 1996 (the "CTS Mortgage Loan Purchase
Agreement"), between CTS and the Company. Certain of the Mortgage Loans (the
"ING Mortgage Loans") were purchased by the Company from ING (U.S.) Capital
Corporation ("ING Capital") pursuant to the Mortgage Loan Purchase Agreement,
dated as of October 30, 1996 (the "ING Mortgage Loan Purchase Agreement"),
between ING Capital and the Company.
The Company sold the Class X-1, Class X-2, Class A-1, Class A-2A, Class
A-2B, Class B, Class C, Class D and Class E Certificates (collectively, the
"Publicly Offered Certificates") to Xxxxxxx, Sachs & Co. ("Goldman")
and Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx") as underwriters pursuant to the
Underwriting Agreement, dated as of October 30, 1996 (the "Underwriting
Agreement"), among the Company, GMACCM, Goldman and Xxxxxx, and sold the Class
F, Class G, Class H, Class R-I, Class R-II and R-III Certificates (collectively,
the "Privately Offered Certificates") to Goldman as initial purchaser pursuant
to the Certificate Purchase Agreement, dated as of October 30, 1996 (the
"Certificate Purchase Agreement"), among the Company, GMACCM and Goldman (the
Certificate Purchase Agreement, the Underwriting Agreement, the GMACCM Mortgage
Loan Purchase Agreement and the Pooling and Servicing Agreement, collectively,
the "Agreements"). Capitalized terms not defined herein have the meanings set
forth in the Agreements.
In connection with rendering this opinion letter, we have examined the
Agreements, the CTS Mortgage Loan Purchase Agreement and the ING Mortgage Loan
Purchase Agreement and such other documents as we have deemed necessary. As to
matters of fact, we have examined and relied upon representations of parties to
the Agreements, the CTS Mortgage Loan Purchase Agreement and the ING Mortgage
Loan Purchase Agreement contained therein and, where we have deemed appropriate,
separate additional representations or certifications of parties to the
Agreements, the CTS Mortgage Loan Purchase Agreement and the ING Mortgage Loan
Purchase Agreement, their respective officers and representatives or public
officials. In rendering this opinion letter, we have also assumed (i) the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures, the legal capacity of natural persons and the conformity to the
originals of all documents submitted to us as copies, (ii) except as expressly
addressed below, the due authorization, execution and delivery, and the
necessary power with respect thereto, and the enforceability of such documents,
(iii) the conformity to the requirements of the Agreements, the CTS Mortgage
Loan Purchase Agreement and the ING Mortgage Loan Purchase Agreement, of the
Mortgage Notes, the Mortgages and other documents delivered or caused to be
delivered to the Trustee by or on behalf of the Company and (iv) that there is
not any other agreement that materially supplements or otherwise modifies the
agreements expressed in the Agreements, the CTS Mortgage Loan Purchase Agreement
and the ING Mortgage Loan Purchase Agreement.
In rendering this opinion letter, we do not express any opinion concerning
any law other than the law of the State of New York, the corporate law of the
State or Delaware and the federal law of the United States, nor do we express
any opinion concerning the application of the "doing business" laws or the
securities laws of any jurisdiction other than the federal securities laws of
the United States. In rendering the opinion set forth below, as to matters
governed by the laws of the Commonwealth of Pennsylvania or other laws that may
be applicable to the Company and GMACCM, we have relied without independent
investigation on the opinion letter of Xxxx X. Xxxxxx, Esq., general counsel to
the Company and GMACCM, dated the date hereof, a copy of which is annexed
hereto. In rendering the opinion set forth below, as to matters governed by the
laws of the Commonwealth of Massachusetts, we have relied without independent
investigation on the opinion letter of Peabody & Xxxxxx, counsel to the Trustee,
dated the date hereof, a copy of which is annexed hereto. To the extent that we
have relied on the foregoing opinion letters, the opinions set forth below are
subject to the same assumptions, qualifications, exceptions and other
limitations set forth therein. We do not express any opinion on any issue not
expressly addressed below.
Based upon the foregoing, it is our opinion that:
1. The Registration Statement has become effective under the
Securities Act of 1933, as amended (the "Act"), and, to the best
of our knowledge, no stop order suspending the effectiveness of
the Registration Statement has been issued or threatened under
Section 8(d) of the Act.
2. The Registration Statement, at the Effective Date, and the
Prospectus, as of the date of the Prospectus Supplement, other
than financial or statistical information or Computational
Materials or ABS Term Sheets contained or incorporated by
reference therein, complied as to form in all material respects
with the requirements of the Act and the applicable rules and
regulations thereunder.
3. To our knowledge, there are no material contracts, indentures, or
other documents (not including Computational Materials and ABS
Term Sheets) of a character required to be described or referred
to under either the Registration Statement or the Prospectus or to
be filed as exhibits to the Registration Statement other than
those described or referred to therein or filed or incorporated by
reference as exhibits thereto.
4. The Certificates, when duly and validly executed, authenticated
and delivered in accordance with the Pooling and Servicing
Agreement, will be entitled to the benefits of the Pooling and
Servicing Agreement.
5. The statements contained in the Prospectus and the Private
Placement Memorandum under the headings "ERISA Considerations" and
"Certain Federal Income Tax Consequences", to the extent that they
constitute matters of State of New York or federal law or legal
conclusions with respect thereto, while not purporting to discuss
all possible consequences of investment in the Certificates, are
correct in all material respects with respect to those
consequences or matters that are discussed therein.
6. The Pooling and Servicing Agreement is not required to be
qualified under the Trust Indenture Act of 1939, as amended, and
the Trust Fund created by the Pooling and Servicing Agreement is
not required to be registered under the Investment Company Act of
1940, as amended.
7. No consent, approval, authorization or order of any federal or
State of New York court or governmental agency or body is required
for the consummation by the Company or GMACCM of the transactions
contemplated by the terms of the Agreements, except (a) such as
have been obtained under the Act and (b) such as may be required
under the blue sky laws of any jurisdiction in connection with the
purchase and the offer and sale of the Underwritten Certificates
by the Underwriters, as to which we express no opinion.
8. Neither the issuance and the sale of the Certificates pursuant to
the Agreements, nor the consummation of any other of the
transactions contemplated by, or the fulfillment by the Company or
GMACCM of the terms of the Agreements, will result in a breach of
any term or provision of any federal or State of New York statute
or regulation or, to the best of our knowledge, conflict with,
result in a breach, violation or acceleration of or constitute a
default under any order of any federal or State of New York court,
regulatory body, administrative agency or governmental body having
jurisdiction over the Company or GMACCM.
9. Each of the Agreements has been duly and validly authorized,
executed and delivered by the Company and GMACCM and, upon due
authorization, execution and delivery by all other parties
thereto, each of the Agreements will constitute a valid, legal and
binding agreement of the Company and GMACCM, enforceable against
the Company and GMACCM in accordance with its terms, except as
enforceability may be limited by (i) bankruptcy, insolvency,
liquidation, receivership, moratorium, reorganization or other
similar laws affecting the rights of creditors, (ii) general
principles of equity, whether enforcement is sought in a
proceeding in equity or at law, and (iii) public policy
considerations underlying the securities laws, to the extent that
such public policy considerations limit the enforceability of the
provisions of any of the Agreements which purport to provide
indemnification with respect to securities law violations.
10. Assuming due authorization, execution and delivery thereof by all
parties thereto, the Pooling and Servicing Agreement will
constitute a valid, legal and binding agreement of the Trustee,
enforceable against the Trustee in accordance with its terms,
except as enforceability may be limited by (i) bankruptcy,
insolvency, liquidation, receivership, moratorium, reorganization
or other similar laws affecting the rights of creditors, (ii)
general principles of equity, whether enforcement is sought in a
proceeding in equity or at law, and (iii) public policy
considerations underlying the securities laws, to the extent that
such public policy considerations limit the enforceability of the
provisions of any of the Agreements which purport to provide
indemnification with respect to securities law violations.
11. As described in the Prospectus and the Private Placement
Memorandum, and assuming compliance with all the provisions of the
Pooling and Servicing Agreement, for federal income tax purposes,
each of REMIC I, REMIC II and REMIC III will qualify as a real
estate mortgage investment conduit (a "REMIC") within the meaning
of Sections 860A through 860G (the "REMIC Provisions") of the
Internal Revenue Code of 1986 (the "Code") in effect on the date
hereof, and (i) the Class R-I Certificates will be the sole class
of "residual interests" in REMIC I, (ii) the Class R-II
Certificates will be the sole class of "residual interests" in
REMIC II, (iii) the REMIC Regular Certificates will be "regular
interests" in REMIC III, and (iv) the Class R-III Certificates
will be the sole class of "residual interests" in REMIC III.
12. Assuming compliance with the provisions of the Pooling and
Servicing Agreement, for City and State of New York income and
corporation franchise tax purposes, each of REMIC I, REMIC II and
REMIC III will be classified as a REMIC and not a corporation,
partnership or trust, in conformity with the federal income tax
treatment of each such REMIC. Accordingly, each of REMIC I, REMIC
II and REMIC III will be exempt from all City and State of New
York taxation imposed on its income, franchise or capital stock,
and its assets will not be included in the calculation of any
franchise tax liability.
This opinion letter is rendered for the sole benefit of each addressee
hereof, and no other person or entity is entitled to rely hereon. Copies of this
opinion letter may not be furnished to any other person or entity, nor may any
portion of this opinion letter be quoted, circulated or referred to in any other
document.
Very truly yours,
XXXXXXX XXXXXXXX & WOOD
By
EXHIBIT A-2
[Xxxxxxx Xxxxxxxx & Xxxx Letterhead]
November 7, 1996
GMAC Commercial Mortgage Securities, Inc.
000 Xxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
Xxxxxxx, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxxx & Co., Incorporated
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 1996-C1
----------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to GMAC Commercial Mortgage Securities, Inc.
(the "Company") and GMAC Commercial Mortgage Corporation ("GMACCM") in
connection with the issuance by the Company of Mortgage Pass-Through
Certificates, Series 1996-C1 (the "Certificates"), evidencing undivided
interests in a trust fund (the "Trust Fund") consisting primarily of certain
mortgage loans (the "Mortgage Loans"), pursuant to the Pooling and Servicing
Agreement, dated as of November 1, 1996 (the "Pooling and Servicing Agreement"),
among the Company as depositor, GMACCM as master servicer and special servicer
and State Street Bank and Trust Company as trustee (the "Trustee").
Certain of the Mortgage Loans (the "GMACCM Mortgage Loans") were
purchased by the Company from GMACCM pursuant to, and for the consideration
described in, the Mortgage Loan Purchase Agreement, dated as of October 30, 1996
(the "GMACCM Mortgage Loan Purchase Agreement"), between the GMACCM and the
Company. Certain of the Mortgage Loans (the "CTS Mortgage Loans") were purchased
by the Company from ContiTrade Services, L.L.C. ("CTS") pursuant to the Mortgage
Loan Purchase Agreement, dated as of October 30, 1996 (the "CTS Mortgage Loan
Purchase Agreement"), between CTS and the Company. Certain of the Mortgage Loans
(the "ING Mortgage Loans") were purchased by the Company from ING (U.S.) Capital
Corporation ("ING Capital") pursuant to the Mortgage Loan Purchase Agreement,
dated as of October 30, 1996 (the "ING Mortgage Loan Purchase Agreement"),
between ING Capital and the Company (GMACCM, CTS and ING Capital, collectively,
the "Mortgage Loan Sellers").
The Company sold the Class X-1, Class X-2, Class A-1, Class A-2A, Class
A-2B, Class B, Class C, Class D and Class E Certificates (collectively, the
"Publicly Offered Certificates") to Xxxxxxx, Sachs & Co. ("Goldman")
and Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx") as underwriters pursuant to the
Underwriting Agreement, dated as of October 30, 1996 (the "Underwriting
Agreement"), among the Company, GMACCM, Goldman and Xxxxxx, and sold the Class
F, Class G, Class H, Class R-I, Class R-II and Class R-III Certificates
(collectively, the "Privately Offered Certificates") to Goldman as initial
purchaser pursuant to the Certificate Purchase Agreement, dated as of October
30, 1996 (the "Certificate Purchase Agreement"), among the Company, GMACCM and
Goldman (the Certificate Purchase Agreement, the Underwriting Agreement, the
GMACCM Mortgage Loan Purchase Agreement, the CTS Mortgage Loan Purchase
Agreement, the ING Mortgage Loan Purchase Agreement and the Pooling and
Servicing Agreement, collectively, the "Agreements"). Capitalized terms not
defined herein have the meanings set forth in the Agreements.
Because of the wholly or partially non-legal character of many
determinations involved in the preparation of the Registration Statement, the
Prospectus and the Private Placement Memorandum, we are not advising herein with
respect to and do not assume any responsibility herein for the accuracy,
completeness or fairness of the statements contained in the Registration
Statement, the Prospectus or the Private Placement Memorandum and make no
representation herein that we have otherwise independently verified the
accuracy, completeness or fairness of such statements. In particular and without
limiting the foregoing, we express no advice as to any such accounting,
financial or statistical information contained in the Registration Statement,
the Prospectus or the Private Placement Memorandum, or as to any Computational
Materials or ABS Term Sheets, and we have not examined any accounting, financial
or statistical records from which the information and statements included
therein were derived. In addition, with limited exception, we have not reviewed
any of the Mortgage Notes, Mortgages or other documents in the Mortgage Files or
made any inquiry of any originator of any Mortgage Loan other than the Mortgage
Loan Sellers.
We do not act as general counsel to the Company or GMACCM. In our
representation of the Company and GMACCM in connection with the transactions
contemplated by the Agreements, however, we met in conferences and participated
in telephone conversations with representatives of parties to the Agreements,
Goldman and Xxxxxx and their respective counsel in addition to us. During those
conferences and telephone conversations, the contents of the Registration
Statement, the Prospectus and the Private Placement Memorandum and related
matters were discussed. With respect to the accuracy, completeness and fairness
of the information relating to GMACCM, the other Mortgage Loan Sellers, and the
Trustee contained in the Prospectus and the Private Placement Memorandum under
the captions "Description of the Mortgage Pool--The Mortgage Loan Sellers",
"Servicing of the Mortgage Loans--The Servicer" and "Description of the
Certificates--The Trustee", we have relied exclusively on those conferences and
telephone conversations and that no information inconsistent therewith has come
to our attention. In addition, we have examined the Agreements and reviewed
various opinions rendered and certificates delivered in connection with the
issuance of the Certificates. We have not otherwise undertaken any procedures
that were intended or likely to elicit information concerning the accuracy,
completeness or fairness of the statements made in the Registration Statement,
the Prospectus or the Memorandum. We have assumed that there is not and will not
be any other agreement that materially supplements or otherwise modifies the
agreements expressed in the Agreements.
Based upon and subject to the foregoing, and further based upon our
understanding of applicable law and the experience we have gained in our
practice thereunder, we hereby advise you that no information has come to our
attention that causes us to believe that (i) the Prospectus, as of the date of
the Prospectus Supplement or as of the date hereof, contained or contains any
untrue statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading and (ii) the Private
Placement Memorandum (exclusive of the information under the headings "Risk
Factors -- The Mortgage Loans" and "Description of the Mortgage Pool" or
elsewhere in the Private Placement Memorandum with respect to the subjects
discussed under such headings), as of the date thereof or hereof, contained or
contains any untrue statement of a material fact or omitted or omits to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.
This letter is provided for the sole benefit of each addressee hereof,
and no other person or entity is entitled to rely hereon. Copies of this letter
may not be furnished to any other person or entity, nor may any portion of this
letter be quoted, circulated or referred to in any other document.
Very truly yours,
XXXXXXX XXXXXXXX & WOOD
By
EXHIBIT B
[GMAC Mortgage Corporation LETTERHEAD]
November 7, 1996
GMAC Commercial Mortgage Securities, Inc.
GMAC Commercial Mortgage Corporation
000 Xxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
Xxxxxxx, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Standard & Poor's Ratings Services,
a Division of the XxXxxx-Xxxx Companies, Inc.
00 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxx'x Investors Service, Inc.
00 Xxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 10007
State Street Bank and Trust Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
GMAC Commercial Mortgage Securities, Inc.,
Mortgage Pass-Through Certificates, Series 1996-C1
--------------------------------------------------
Ladies and Gentlemen:
I am General Counsel to GMAC Commercial Mortgage Securities, Inc. (the
"Company") and GMAC Commercial Mortgage Corporation ("GMACCM"). In that
capacity, I am familiar with the issuance of certain Mortgage Pass-Through
Certificates, Series 1996-C1 (the "Certificates"), evidencing undivided
interests in a trust fund (the "Trust Fund") consisting primarily of certain
mortgage loans (the "Mortgage Loans"), pursuant to a Pooling and Servicing
Agreement, dated as of November 1, 1996 (the "Pooling and Servicing Agreement"),
among the Company as depositor, GMACCM as master servicer and special servicer
and State Street Bank and Trust Company as trustee (the "Trustee").
Certain of the Mortgage Loans were purchased by the Company from GMACCM
pursuant to, and for the consideration described in, the Mortgage Loan Purchase
Agreement, dated as of October 30, 1996 (the "Mortgage Loan Purchase
Agreement"), between GMACCM and the Company. Certain of the Mortgage Loans were
purchased by the Company from ContiTrade Services, L.L.C. ("ContiTrade"),
pursuant to, and for the consideration described in, the Mortgage Loan Purchase
Agreement, dated as of October 30, 1996 (the "ContiTrade Mortgage Loan Purchase
Agreement") between ContiTrade and the Company. Certain of the Mortgage Loans
were purchased by the Company from Internationale Nederlanden (U.S.) Capital
Corporation ("ING Capital"), pursuant to, and for the consideration described
in, the Mortgage Loan Purchase Agreement, dated as of October 30, 1996 (the "ING
Capital Mortgage Loan Purchase Agreement", and collectively with the GMACCM
Mortgage Loan Purchase
Agreement and the ContiTrade Mortgage Loan Purchase Agreement, the "Mortgage
Loan Purchase Agreements") between ING Capital and the Company.
The Company has sold the Class X-1, Class X-2, Class A-1, Class A-2A,
Class A-2B, Class B, Class C, Class D and Class E Certificates (collectively,
the "Publicly Offered Certificates") to Xxxxxxx, Xxxxx & Co. ("Goldman") and
Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx") as underwriters pursuant to the
Underwriting Agreement, dated as of October 30, 1996 (the "Underwriting
Agreement"), among the Company, GMACCM, Goldman and Xxxxxx, and sold the Class
F, Class G, Class H, Class R-I, Class R-II and R-III Certificates (collectively,
the "Privately Offered Certificates") to Goldman as initial purchaser pursuant
to the Certificate Purchase Agreement, dated as of October 30, 1996 (the
"Certificate Purchase Agreement"), among the Company, GMACCM and Goldman (the
Certificate Purchase Agreement, the Underwriting Agreement, the Pooling and
Servicing Agreement and the Mortgage Loan Purchase Agreements, collectively, the
"Agreements"). Capitalized terms not defined herein have the meanings set forth
in the Agreements. This opinion is rendered pursuant to Section 6.5 of the
Underwriting Agreement and Section 6(d) of the Certificate Purchase Agreement.
In connection with rendering this opinion letter, I have examined the
Agreements and such other records and other documents as I have deemed
necessary. I have further assumed that there is not and will not be any other
agreement that materially supplements or otherwise modifies the agreements
expressed in the Agreements. As to matters of fact, I have examined and relied
upon representations of parties contained in the Agreements and, where I have
deemed appropriate, representations and certifications of officers of the
Company, GMACCM, the Trustee, other transaction participants or public
officials. I have assumed the authenticity of all documents submitted to me as
originals, the genuineness of all signatures other than officers of the Company
and GMACCM, the legal capacity of natural persons other than officers of the
Company and GMACCM and the conformity to the originals of all documents
submitted to me as copies. I have assumed that all parties, except for the
Company and GMACCM, had the corporate power and authority to enter into and
perform all obligations thereunder. As to such parties, I also have assumed the
due authorization by all requisite corporate action, the due execution and
delivery and the enforceability of such documents. I have further assumed the
conformity of the Mortgage Loans and related documents to the requirements of
the Agreements.
In rendering this opinion letter, I do not express any opinion
concerning any law other than the law of the Commonwealth of Pennsylvania, the
General Corporation Law of the State of Delaware and the federal law of the
United States, and I do not express any opinion concerning the application of
the "doing business" laws or the securities laws of any jurisdiction other than
the federal securities laws of the United States. To the extent that any of the
matters upon which I am opining herein are governed by laws ("Other Laws") other
than the laws identified in the preceding sentence, I have assumed with your
permission and without independent verification or investigation as to the
reasonableness of such assumption, that such Other Laws and judicial
interpretation thereof do not vary in any respect material to this opinion from
the corresponding laws of the Commonwealth of Pennsylvania and judicial
interpretations thereof. I do not express any opinion on any issue not expressly
addressed below.
Based upon the foregoing, I am of the opinion that:
1. The Company is duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware, and has
the requisite power and authority, corporate or other, to own its properties and
conduct its business, as presently conducted by it, and to enter into and
perform its obligations under the Agreements.
2. GMACCM is duly incorporated and is validly existing as a corporation
in good standing under the laws of the State of California, and has the
requisite power and authority, corporate or other, to own its properties and
conduct its business, as presently conducted by it, and to enter into and
perform its obligations under the Agreements.
3. Each of the Agreements has been duly and validly authorized,
executed and delivered by the Company and GMACCM and, upon due authorization,
execution and delivery by the other parties thereto, will constitute the valid,
legal and binding agreements of GMACCM and the Company, enforceable against
GMACCM and the Company in accordance with their terms, except as enforceability
may be limited by (i) bankruptcy, insolvency, liquidation, receivership,
moratorium, reorganization or other similar laws affecting the rights of
creditors, (ii) general principles of equity, whether enforcement is sought in a
proceeding in equity or at law, and (iii) public policy considerations
underlying the securities laws, to the extent that such public policy
considerations limit the enforceability of the provisions of the Agreements
which purport to provide indemnification with respect to securities law
violations.
4. No consent, approval, authorization or order of the Commonwealth of
Pennsylvania, State of Delaware, State of California or federal court or
governmental agency or body is required for the consummation by GMACCM or the
Company of the transactions contemplated by the terms of the Agreements, except
for those consents, approvals, authorizations or orders which previously have
been obtained.
5. Neither the sale, issuance and delivery of the Certificates as
provided in the Agreements nor the consummation of any other of the transactions
contemplated by, or the fulfillment by the Company or GMACCM of any other of the
terms of, the Agreements, will result in a breach of any term or provision of
the charter or bylaws of GMACCM or the Company or any Commonwealth of
Pennsylvania, State of Delaware, State of California or federal statute or
regulation or conflict with, result in a breach, violation or acceleration of or
constitute a default under the terms of any indenture or other material
agreement or instrument to which GMACCM or the Company is a party or by which it
is bound or any order or regulation of any Commonwealth of Pennsylvania or
federal court, regulatory body, administrative agency or governmental body
having jurisdiction over GMACCM or the Company.
This opinion letter is rendered for the sole benefit of each addressee
hereof, and no other person or entity, except Xxxxxxx Xxxxxxxx & Xxxx, is
entitled to rely hereon without my prior written consent. Copies of this opinion
letter may not be furnished to any other person or entity, nor may any portion
of this opinion letter be quoted, circulated or referred to in any other
document without my prior written consent.
Very truly yours,
Xxxx X. Xxxxxx
General Counsel
EXHIBIT C
Excluded Information of Prospectus Supplement
(All text and tables between brackets are excluded)
[The following tables indicate the percentage of the initial
Certificate Balance of each Class of Offered Certificates (other than the Class
X Certificates) that would be outstanding after each of the dates shown at
various CPRs and the corresponding weighted average life of each such Class of
Certificates. The tables have been prepared on the basis of the following
assumptions (collectively, the "MATURITY ASSUMPTIONS"): (i) the Initial Group 1
Balance is approximately $33,475,147 and the Initial Group 2 Balance is
approximately $423,347,204, (ii) the initial Certificate Balances and Notional
Amounts, as the case may be, and the Pass-Through Rates for the respective
Classes of Offered Certificates are as set forth or otherwise described herein,
(iii) the scheduled Monthly Payments for each Mortgage Loan are, in the case of
each ARM Loan, equal to the Monthly Payment in effect as of the Cut-Off Date
until the next payment adjustment is scheduled to occur and thereafter is based
on such Mortgage Loan's Cut-off Date Balance and stated remaining amortization
term as of the Cut-off Date and the value of Six-Month LIBOR described in clause
(v) below, plus the related Gross Margin, subject to the respective minimum and
maximum Mortgage Rates, and, in the case of each other Mortgage Loan, based on
such Mortgage Loan's Cut-off Date Balance, calculated remaining amortization
terms (or, in the case of the Cash-Flow Amortization Loans, a 25-year
amortization term) and the Mortgage Rate in effect as of the Cut-off Date (as
such may be increased in the case of one Mortgage Loan), (iv) all Monthly
Payments are assumed to be due on the first day of each month and, with respect
to the Step-Down Loans, the Mortgage Rates during the interest-only periods are
assumed to be equal to a rate that would produce an amount of interest equal to
its Monthly Payment, (v) Six-Month LIBOR remains constant at 5.5625% per annum
(the "BASE LIBOR ASSUMPTION"), and for purpose of two of the Extension Loans (as
defined below), the five year Treasury is assumed to be 6.12% per annum, (vi)
there are no delinquencies or losses in respect of the Mortgage Loans, there are
no extensions of maturity in respect of the Mortgage Loans (except in those
cases where the borrower may require, subject to the satisfaction of certain
conditions, that an extension occur, in which event the term of the related
Mortgage Loan is extended to the maximum extent permitted under the related
Mortgage Note (the "EXTENSION LOANS")), there are no Appraisal Reduction Amounts
with respect to the Mortgage Loans and there are no casualties or condemnations
affecting the Mortgaged Properties, (vii) scheduled Monthly Payments on the
Mortgage Loans are timely received, and prepayments are made on each of the
Mortgage Loans at the indicated CPRs set forth in the table (without regard to
any limitations in such Mortgage Loans on partial voluntary principal
prepayments) (except to the extent modified below by the assumption numbered
(xv)) and in the case of Mortgage Loans with an extension option, no prepayment
occurs during the option period, (viii) all Mortgage Loans accrue interest on
the basis of a 360-day year consisting of twelve 30-day months, (ix) neither the
Servicer nor the Depositor exercises its right of optional termination described
herein, (x) no Mortgage Loan is required to be repurchased by a Mortgage Loan
Seller, (xi) no Prepayment Interest Shortfalls are incurred and no Prepayment
Premiums are collected, (xii) there are no Additional Trust Fund Expenses,
(xiii) distributions on the Certificates are made on the 15th day of each month,
commencing in December 1996, (xiv) the Certificates are issued on November 7,
1996, (xv) WHEN SPECIFICALLY INDICATED IN A PARTICULAR TABLE, no prepayments are
received as to any Mortgage Loan during such Mortgage Loan's prepayment lock-out
period ("LOP"), if any, or yield maintenance period ("YMP"), if any, (xvi) the
prepayment provisions for each Mortgage Loan are assumed to begin on the first
payment date of such Mortgage Loan, and (xvii) the open prepayment period, if
any, is assumed to begin on the first day of the respective month prior to the
maturity date. To the extent that the Mortgage Loans have characteristics that
differ from those assumed in preparing the tables set forth below, the Class
A-1, Class A-2A, Class A-2B, Class B, Class C, Class D and/or Class E
Certificates may mature earlier or later than indicated by the tables. It is
highly unlikely that the Mortgage Loans will prepay in accordance with the
Maturity Assumptions at any constant rate until maturity or that all the
Mortgage Loans will prepay in accordance with the Maturity Assumptions at the
same rate. In addition, variations in the actual prepayment experience and the
balance of the Mortgage Loans that prepay may increase or decrease the
percentages of initial Certificate Balances (and weighted average lives) shown
in the following tables. Such variations may occur even if the average
prepayment experience of the Mortgage Loans were to equal any of the specified
CPR percentages.
Investors are urged to conduct their own analyses of the rates at which
the Mortgage Loans may be expected to prepay.]
[Based on the Maturity Assumptions, the following tables indicate the
resulting weighted average lives of the Class A-1, Class A-2A, Class A-2B, Class
B, Class C, Class D and Class E Certificates and set forth the percentage of the
initial Certificate Balance of each such Class of Certificates that would be
outstanding after each of the dates shown under the applicable assumptions at
the indicated CPRs.]
[PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-1
CERTIFICATES AT THE SPECIFIED CPRS
PREPAYMENTS LOCKED OUT THROUGH
NO PREPAYMENTS LOCKED OUT LOP AND YMP, THEN THE FOLLOWING CPR
Prepayment Assumption (CPR) Prepayment Assumption (CPR)
--------------------------- ---------------------------
DATE 0% 2% 4% 6% 8% 10% 15% 0% 2% 4% 6% 8% 10% 15%
-------------------------------------------------------------------------------------------------------------------------------
Delivery Date 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%
November 1997 99 97 95 93 91 89 84 99 97 96 94 92 90 86
November 1998 98 94 90 87 83 79 71 98 94 91 88 85 81 74
November 1999 97 91 86 80 75 71 59 97 92 87 82 78 73 64
November 2000 95 88 81 75 68 63 50 95 89 83 77 71 66 55
November 2001 94 85 77 69 62 56 4 94 86 79 72 66 60 48
November 2002 93 82 72 64 56 39 0 93 83 75 67 60 54 41
November 2003 83 72 63 23 0 0 0 83 73 63 55 48 41 28
November 2004 2 2 0 0 0 0 0 2 2 2 2 2 2 2
November 2005 2 2 0 0 0 0 0 2 2 2 2 2 2 2
November 2006 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Weighted Average Life (years) 7.5 7.0 6.4 5.5 5.0 4.4 3.4 7.5 7.0 6.6 6.1 5.8 5.4 4.6
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-2A
CERTIFICATES AT THE SPECIFIED CPRS
PREPAYMENTS LOCKED OUT THROUGH
NO PREPAYMENTS LOCKED OUT LOP AND YMP, THEN THE FOLLOWING CPR
Prepayment Assumption (CPR) Prepayment Assumption (CPR)
--------------------------- ---------------------------
DATE 0% 2% 4% 6% 8% 10% 15% 0% 2% 4% 6% 8% 10% 15%
------------------------------------------------------------------------------------------------------------------------------
Delivery Date 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%
November 1997 98 93 89 85 80 76 65 98 98 98 98 98 98 98
November 1998 95 86 78 70 62 54 35 95 95 95 95 95 95 95
November 1999 92 79 67 56 45 34 9 92 92 92 92 91 91 91
November 2000 83 68 52 38 25 13 0 83 83 82 82 81 81 79
November 2001 53 36 21 7 0 0 0 53 53 52 51 51 50 49
November 2002 33 16 0 0 0 0 0 33 32 32 31 30 29 27
November 2003 0 0 0 0 0 0 0 0 0 0 0 0 0 0
November 2004 0 0 0 0 0 0 0 0 0 0 0 0 0 0
November 2005 0 0 0 0 0 0 0 0 0 0 0 0 0 0
November 2006 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Weighted Average Life (years) 5.2 4.4 3.7 3.1 2.7 2.3 1.6 5.2 5.2 5.2 5.1 5.1 5.1 5.0]
[PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS A-2B
CERTIFICATES AT THE SPECIFIED CPRS
PREPAYMENTS LOCKED OUT THROUGH
NO PREPAYMENTS LOCKED OUT LOP AND YMP, THEN THE FOLLOWING CPR
Prepayment Assumption (CPR) Prepayment Assumption (CPR)
--------------------------- ---------------------------
DATE 0% 2% 4% 6% 8% 10% 15% 0% 2% 4% 6% 8% 10% 15%
--------------------------------------------------------------------------------------------------------------------------------
Delivery Date 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%
November 1997 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 1998 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 1999 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 2000 100 100 100 100 100 100 61 100 100 100 100 100 100 100
November 2001 100 100 100 100 82 51 0 100 100 100 100 100 100 100
November 2002 100 100 99 60 26 0 0 100 100 100 100 100 100 100
November 2003 99 56 19 0 0 0 0 99 97 96 95 94 93 91
November 2004 80 35 0 0 0 0 0 80 79 77 76 74 73 70
November 2005 61 14 0 0 0 0 0 61 59 56 54 52 50 45
November 2006 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Weighted Average Life (years) 8.8 7.7 6.7 6.2 5.7 5.2 4.2 8.8 8.7 8.7 8.6 8.6 8.6 8.5
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS B
CERTIFICATES AT THE SPECIFIED CPRS
PREPAYMENTS LOCKED OUT THROUGH
NO PREPAYMENTS LOCKED OUT LOP AND YMP, THEN THE FOLLOWING CPR
Prepayment Assumption (CPR) Prepayment Assumption (CPR)
--------------------------- ---------------------------
DATE 0% 2% 4% 6% 8% 10% 15% 0% 2% 4% 6% 8% 10% 15%
--------------------------------------------------------------------------------------------------------------------------------
Delivery Date 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%
November 1997 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 1998 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 1999 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 2000 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 2001 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 2002 100 100 100 100 100 100 0 100 100 100 100 100 100 100
November 2003 100 100 100 100 50 0 0 100 100 100 100 100 100 100
November 2004 100 100 92 15 0 0 0 100 100 100 100 100 100 100
November 2005 100 100 42 0 0 0 0 100 100 100 100 100 100 100
November 2006 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Weighted Average Life (years) 9.4 9.2 8.8 7.9 7.2 6.7 5.5 9.4 9.4 9.4 9.4 9.4 9.4 9.3]
[PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS C
CERTIFICATES AT THE SPECIFIED CPRS
PREPAYMENTS LOCKED OUT THROUGH
NO PREPAYMENTS LOCKED OUT LOP AND YMP, THEN THE FOLLOWING CPR
Prepayment Assumption (CPR) Prepayment Assumption (CPR)
--------------------------- ---------------------------
DATE 0% 2% 4% 6% 8% 10% 15% 0% 2% 4% 6% 8% 10% 15%
--------------------------------------------------------------------------------------------------------------------------------
Delivery Date 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%
November 1997 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 1998 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 1999 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 2000 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 2001 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 2002 100 100 100 100 100 100 79 100 100 100 100 100 100 100
November 2003 100 100 100 100 100 82 0 100 100 100 100 100 100 100
November 2004 100 100 100 100 38 0 0 100 100 100 100 100 100 100
November 2005 100 100 100 58 0 0 0 100 100 100 100 100 100 100
November 2006 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Weighted Average Life (years) 9.5 9.4 9.3 9.0 8.1 7.5 6.3 9.5 9.5 9.5 9.5 9.5 9.5 9.5
PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS D
CERTIFICATES AT THE SPECIFIED CPRS
PREPAYMENTS LOCKED OUT THROUGH
NO PREPAYMENTS LOCKED OUT LOP AND YMP, THEN THE FOLLOWING CPR
Prepayment Assumption (CPR) Prepayment Assumption (CPR)
--------------------------- ---------------------------
DATE 0% 2% 4% 6% 8% 10% 15% 0% 2% 4% 6% 8% 10% 15%
--------------------------------------------------------------------------------------------------------------------------------
Delivery Date 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%
November 1997 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 1998 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 1999 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 2000 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 2001 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 2002 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 2003 100 100 100 100 100 100 29 100 100 100 100 100 100 100
November 2004 100 100 100 100 100 70 0 100 100 100 100 100 100 100
November 2005 100 100 100 100 80 16 0 100 100 100 100 100 100 100
November 2006 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Weighted Average Life (years) 9.7 9.6 9.5 9.3 9.1 8.5 7.0 9.7 9.7 9.7 9.7 9.7 9.7 9.7]
[PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF THE CLASS E
CERTIFICATES AT THE SPECIFIED CPRS
PREPAYMENTS LOCKED OUT THROUGH
NO PREPAYMENTS LOCKED OUT LOP AND YMP, THEN THE FOLLOWING CPR
Prepayment Assumption (CPR) Prepayment Assumption (CPR)
--------------------------- ---------------------------
DATE 0% 2% 4% 6% 8% 10% 15% 0% 2% 4% 6% 8% 10% 15%
--------------------------------------------------------------------------------------------------------------------------------
Delivery Date 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%
November 1997 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 1998 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 1999 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 2000 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 2001 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 2002 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 2003 100 100 100 100 100 100 100 100 100 100 100 100 100 100
November 2004 100 100 100 100 100 100 0 100 100 100 100 100 100 100
November 2005 100 100 100 100 100 100 0 100 100 100 100 100 100 100
November 2006 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Weighted Average Life (years) 9.8 9.8 9.6 9.5 9.4 9.2 7.8 9.8 9.8 9.8 9.8 9.8 9.8 9.8]
[CERTAIN PRICE/YIELD TABLES
The tables set forth below show the corporate bond equivalent ("CBE")
yield, modified duration, weighted average life, first Distribution Date on
which principal is to be paid ("FIRST PRINCIPAL DISTRIBUTION DATE") and final
Distribution Date ("LAST PRINCIPAL DISTRIBUTION DATE") with respect to each
Class of Offered Certificates (other than the Class X Certificates) under the
Maturity Assumptions.
The yields set forth in the following tables were calculated by
determining the monthly discount rates which, when applied to the assumed stream
of cash flows to be paid on each Class of Offered Certificates (other than the
Class X Certificates), would cause the discounted present value of such assumed
stream of cash flows as of November 7, 1996 to equal the assumed purchase
prices, plus (except in the case of the Class A-1 Certificates) accrued interest
at the applicable Pass-Through Rate as stated on the cover hereof from and
including the Cut-off Date to but excluding the Delivery Date, and converting
such monthly rates to semi-annual corporate bond equivalent rates. Such
calculation does not take into account variations that may occur in the interest
rates at which investors may be able to reinvest funds received by them as
reductions of the Certificate Balances of such Classes of Offered Certificates
and consequently does not purport to reflect the return on any investment in
such Classes of Offered Certificates when such reinvestment rates are
considered. For purposes of these tables, "modified duration" has been
calculated using the modified Macaulay Duration as specified in the "PSA
Standard Formulas." The Macaulay Duration is calculated as the present value
weighted average time to receive future payments of principal and interest, and
the PSA Standards Formula modified duration is calculated by dividing the
Macaulay Duration by the appropriate semi-annual compounding factor. The
duration of a security may be calculated according to various methodologies;
accordingly, no representation is made by the Depositor or any other person that
the "modified duration" approach used herein is appropriate. Duration, like
yield, will be affected by the prepayment rate of the Mortgage Loans and
extensions in respect of Balloon Payments that actually occur during the life of
the Offered Certificates and by the actual performance of the Mortgage Loans,
all of which may differ, and may differ significantly, from the assumptions used
in preparing the tables below. The modified duration shown in the following
tables, in each case, relates to the yield shown immediately above such modified
duration number. Purchase prices are expressed in 32nds as a percentage of the
initial Certificate Balance of the specified Class (i.e., 99.24 means 99%).]
[PRE-TAX YIELD TO MATURITY (CBE), MODIFIED DURATION, WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL DISTRIBUTION DATE AND
LAST PRINCIPAL DISTRIBUTION DATE FOR THE CLASS A-1 CERTIFICATES AT THE SPECIFIED CPRS
NO PREPAYMENTS LOCKED OUT
Prepayment Assumption (CPR)
----------------------------------------------------------------------------------------------
PRICE 0% 2% 4% 6% 8% 10% 15%
----------------------------------------------------------------------------------------------
99.24 6.028% 6.032% 6.035% 6.042% 6.047% 6.054% 6.072%
Modified duration
(years) 5.86 5.46 5.08 4.45 4.09 3.68 2.90
99.25 6.023% 6.026% 6.029% 6.035% 6.039% 6.045% 6.061%
99.26 6.018 6.020 6.023 6.028 6.032 6.037 6.050
99.27 6.012 6.014 6.016 6.021 6.024 6.028 6.040
99.28 6.007 6.009 6.010 6.014 6.016 6.020 6.029
Modified duration
(years) 5.86 5.47 5.09 4.45 4.09 3.68 2.90
99.29 6.002% 6.003% 6.004% 6.007% 6.009% 6.011% 6.018%
99.30 5.996 5.997 5.998 6.000 6.001 6.003 6.007
99.31 5.991 5.991 5.992 5.993 5.993 5.994 5.996
100.00 5.986 5.986 5.986 5.986 5.986 5.986 5.986
Modified duration
(years) 5.86 5.47 5.09 4.46 4.09 3.68 2.90
100.01 5.980% 5.980% 5.980% 5.979% 5.978% 5.977% 5.975%
100.02 5.975 5.974 5.973 5.972 5.970 5.969 5.964
100.03 5.970 5.969 5.967 5.965 5.963 5.960 5.953
100.04 5.964 5.963 5.961 5.958 5.955 5.952 5.943
Modified duration
(years) 5.87 5.47 5.09 4.46 4.09 3.69 2.90
100.05 5.959% 5.957% 5.955% 5.951% 5.948% 5.943% 5.932%
100.06 5.954 5.951 5.949 5.944 5.940 5.935 5.921
100.07 5.948 5.946 5.943 5.937 5.932 5.926 5.910
100.08 5.943 5.940 5.937 5.930 5.925 5.918 5.900
Modified duration
(years) 5.87 5.47 5.09 4.46 4.10 3.69 2.90
Weighted Average
Life (years) 7.50 6.95 6.42 5.49 4.98 4.42 3.37
First Principal
Distribution
Date 12/15/96 12/15/96 12/15/96 12/15/96 12/15/9612/15/96 12/15/96
Last Principal
Distribution
Date 02/15/06 01/15/06 10/15/04 04/15/04 09/15/0303/15/03 12/15/01
PREPAYMENTS LOCKED OUT THROUGH LOP AND YMP, THEN
THE FOLLOWING CPR
Prepayment Assumption (CPR)
----------------------------------------------------------------------------------
PRICE 0% 2% 4% 6% 8% 10% 15%
---------------------------------------------------------------------------------------------------
99.24 6.028% 6.031% 6.034% 6.037% 6.040% 6.043% 6.052%
Modified duration
(years) 5.86 5.50 5.18 4.87 4.59 4.33 3.77
99.25 6.023 6.026 6.028 6.031 6.033 6.036 6.044
99.26 6.018 6.020 6.022 6.024 6.027 6.029 6.035
99.27 6.012 6.014 6.016 6.018 6.020 6.022 6.027
99.28 6.007 6.008 6.010 6.011 6.013 6.015 6.019
Modified duration
(years) 5.86 5.51 5.18 4.87 4.59 4.34 3.77
99.29 6.002% 6.003% 6.004% 6.005% 6.006% 6.007% 6.011%
99.30 5.996 5.997 5.998 5.999 5.999 6.000 6.002
99.31 5.991 5.991 5.992 5.992 5.993 5.993 5.994
100.00 5.986 5.986 5.986 5.986 5.986 5.986 5.986
Modified duration
(years) 5.86 5.51 5.18 4.88 4.60 4.34 3.78
100.01 5.980% 5.980% 5.980% 5.979% 5.979% 5.979% 5.977%
100.02 5.975 5.974 5.974 5.973 5.972 5.971 5.969
100.03 5.970 5.969 5.968 5.967 5.965 5.964 5.961
100.04 5.964 5.963 5.962 5.960 5.959 5.957 5.953
Modified duration
(years) 5.87 5.51 5.18 4.88 4.60 4.34 3.78
100.05 5.959% 5.957% 5.956% 5.954% 5.952% 5.950% 5.944%
100.06 5.954 5.952 5.950 5.947 5.945 5.943 5.936
100.07 5.948 5.946 5.944 5.941 5.938 5.935 5.928
100.08 5.943 5.940 5.938 5.935 5.931 5.928 5.920
Modified duration
(years) 5.87 5.51 5.18 4.88 4.60 4.34 3.78
Weighted Average
Life (years) 7.50 7.01 6.55 6.14 5.75 5.40 4.64
First Principal
Distribution
Date 12/15/96 12/15/96 12/15/96 12/15/96 12/15/96 12/15/96 12/15/96
Last Principal
Distribution
Date 02/15/06 02/15/06 02/15/06 02/15/06 02/15/06 02/15/06 01/15/06]
[PRE-TAX YIELD TO MATURITY (CBE), MODIFIED DURATION, WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL DISTRIBUTION DATE AND
LAST PRINCIPAL DISTRIBUTION DATE FOR THE CLASS A-2A CERTIFICATES AT THE SPECIFIED CPRS
NO PREPAYMENTS LOCKED OUT
Prepayment Assumption (CPR)
-----------------------------------------------------------------------------------------------
PRICE 0% 2% 4% 6% 8% 10% 15%
-----------------------------------------------------------------------------------------------
99.16 6.943% 6.952% 6.963% 6.976% 6.989% 7.005% 7.050%
Modified duration
(years) 4.20 3.61 3.10 2.67 2.32 2.01 1.45
99.20 6.913% 6.918% 6.923% 6.929% 6.935% 6.942% 6.964%
99.24 6.884 6.883 6.882 6.882 6.881 6.880 6.877
99.28 6.854 6.848 6.842 6.835 6.827 6.818 6.791
100.00 6.824 6.814 6.802 6.788 6.773 6.756 6.705
Modified duration
(years) 4.21 3.62 3.10 2.68 2.32 2.01 1.45
100.04 6.795% 6.779% 6.762% 6.742% 6.720% 6.694% 6.619%
100.08 6.765 6.745 6.721 6.695 6.666 6.632 6.534
100.12 6.735 6.711 6.681 6.649 6.612 6.570 6.448
100.16 6.706 6.676 6.641 6.602 6.559 6.509 6.363
Modified duration
(years) 4.22 3.62 3.11 2.68 2.33 2.02 1.46
100.20 6.677% 6.642% 6.601% 6.556% 6.506% 6.447% 6.278%
100.24 6.647 6.608 6.562 6.510 6.453 6.386 6.193
100.28 6.618 6.574 6.522 6.464 6.400 6.325 6.108
101.00 6.589 6.540 6.482 6.418 6.347 6.264 6.024
Modified duration
(years) 4.22 3.63 3.12 2.69 2.34 2.03 1.46
101.04 6.559% 6.506% 6.443% 6.372% 6.294% 6.203% 5.940%
101.08 6.530 6.472 6.403 6.326 6.241 6.142 5.855
101.12 6.501 6.438 6.363 6.280 6.188 6.081 5.771
101.16 6.472 6.404 6.324 6.235 6.136 6.020 5.688
Modified duration
(years) 4.23 3.64 3.12 2.70 2.34 2.03 1.47
Weighted Average
Life (years) 5.20 4.39 3.70 3.14 2.68 2.29 1.61
First Principal
Distribution
Date 12/15/96 12/15/96 12/15/96 12/15/96 12/15/96 12/15/96 12/15/96
Last Principal
Distribution
Date 09/15/03 07/15/03 11/15/02 06/15/02 09/15/01 07/15/01 03/15/00
PREPAYMENTS LOCKED OUT THROUGH LOP AND YMP, THEN
THE FOLLOWING CPR
Prepayment Assumption (CPR)
-----------------------------------------------------------------------------
PRICE 0% 2% 4% 6% 8% 10% 15%
----------------------------------------------------------------------------------------------
99.16 6.943% 6.943% 6.944% 6.944% 6.944% 6.944% 6.945%
Modified duration
(years) 4.20 4.19 4.17 4.15 4.13 4.12 4.08
99.20 6.913% 6.913% 6.914% 6.914% 6.914% 6.914% 6.914%
99.24 6.884 6.884 6.884 6.884 6.884 6.883 6.883
99.28 6.854 6.854 6.854 6.853 6.853 6.853 6.853
100.00 6.824 6.824 6.824 6.823 6.823 6.823 6.822
Modified duration
(years) 4.21 4.19 4.17 4.16 4.14 4.12 4.08
100.04 6.795% 6.794% 6.794% 6.793% 6.793% 6.793% 6.792%
100.08 6.765 6.764 6.764 6.763 6.763 6.762 6.761
100.12 6.735 6.735 6.734 6.733 6.733 6.732 6.731
100.16 6.706 6.705 6.704 6.704 6.703 6.702 6.700
Modified duration
(years) 4.22 4.20 4.18 4.16 4.15 4.13 4.09
100.20 6.677% 6.676% 6.675% 6.674% 6.673% 6.672% 6.670%
100.24 6.647 6.646 6.645 6.644 6.643 6.642 6.640
100.28 6.618 6.617 6.615 6.614 6.613 6.612 6.609
101.00 6.589 6.587 6.586 6.585 6.583 6.582 6.579
Modified duration
(years) 4.22 4.21 4.19 4.17 4.15 4.14 4.10
101.04 6.559% 6.558% 6.556% 6.555% 6.554% 6.552% 6.549%
101.08 6.530 6.529 6.527 6.525 6.524 6.522 6.519
101.12 6.501 6.499 6.498 6.496 6.494 6.493 6.489
101.16 6.472 6.470 6.468 6.466 6.465 6.463 6.459
Modified duration
(years) 4.23 4.21 4.19 4.18 4.16 4.14 4.10
Weighted Average
Life (years) 5.20 5.18 5.15 5.13 5.10 5.08 5.02
First Principal
Distribution
Date 12/15/96 12/15/96 12/15/96 12/15/96 12/15/96 12/15/96 12/15/96
Last Principal
Distribution
Date 09/15/03 09/15/03 09/15/03 09/15/03 09/15/03 09/15/03 09/15/03]
[PRE-TAX YIELD TO MATURITY (CBE), MODIFIED DURATION, WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL DISTRIBUTION DATE AND
LAST PRINCIPAL DISTRIBUTION DATE FOR THE CLASS A-2B CERTIFICATES AT THE SPECIFIED CPRS
NO PREPAYMENTS LOCKED OUT
Prepayment Assumption (CPR)
-----------------------------------------------------------------------------------------------
PRICE 0% 2% 4% 6% 8% 10% 15%
-----------------------------------------------------------------------------------------------
100.16 7.206% 7.193% 7.179% 7.169% 7.157% 7.145% 7.109%
Modified duration
(years) 6.31 5.72 5.18 4.86 4.51 4.22 3.54
100.20 7.186% 7.172% 7.155% 7.143% 7.129% 7.116% 7.074%
100.24 7.167 7.150 7.131 7.118 7.102 7.086 7.039
100.28 7.147 7.128 7.107 7.092 7.074 7.057 7.004
101.00 7.127 7.107 7.084 7.067 7.047 7.028 6.969
Modified duration
(years) 6.32 5.73 5.19 4.86 4.51 4.23 3.54
101.04 7.108% 7.085% 7.060% 7.042% 7.019% 6.998% 6.934%
101.08 7.088 7.063 7.036 7.016 6.992 6.969 6.900
101.12 7.069 7.042 7.012 6.991 6.965 6.940 6.865
101.16 7.049 7.021 6.989 6.966 6.938 6.911 6.830
Modified duration
(years) 6.32 5.73 5.20 4.87 4.52 4.23 3.55
101.20 7.030% 6.999% 6.965% 6.940% 6.910% 6.882% 6.795%
101.24 7.010 6.978 6.941 6.915 6.883 6.853 6.761
101.28 6.991 6.956 6.918 6.890 6.856 6.824 6.726
102.00 6.972 6.935 6.894 6.865 6.829 6.795 6.692
Modified duration
(years) 6.33 5.74 5.20 4.87 4.52 4.24 3.55
102.04 6.952% 6.914% 6.871% 6.840% 6.802% 6.766% 6.657%
102.08 6.933 6.892 6.847 6.815 6.775 6.737 6.623
102.12 6.914 6.871 6.824 6.790 6.748 6.708 6.589
102.16 6.895 6.850 6.800 6.765 6.721 6.680 6.554
Modified duration
(years) 6.34 5.75 5.21 4.88 4.53 4.24 3.56
Weighted Average
Life (years) 8.77 7.69 6.74 6.21 5.66 5.22 4.23
First Principal
Distribution Date 09/15/03 07/15/03 11/15/02 06/15/02 09/15/01 07/15/01 03/15/00
Last Principal
Distribution Date 02/15/06 01/15/06 09/15/04 09/15/03 05/15/03 09/15/02 09/15/01
PREPAYMENTS LOCKED OUT THROUGH LOP AND YMP, THEN
THE FOLLOWING CPR
Prepayment Assumption (CPR)
-----------------------------------------------------------------------------
PRICE 0% 2% 4% 6% 8% 10% 15%
----------------------------------------------------------------------------------------------
100.16 7.206% 7.205% 7.205% 7.205% 7.204% 7.204% 7.203%
Modified duration
(years) 6.31 6.28 6.26 6.24 6.22 6.21 6.17
100.20 7.186% 7.186% 7.185% 7.185% 7.184% 7.184% 7.183%
100.24 7.167 7.166 7.165 7.165 7.164 7.164 7.163
100.28 7.147 7.146 7.146 7.145 7.145 7.144 7.143
101.00 7.127 7.127 7.126 7.125 7.125 7.124 7.123
Modified duration
(years) 6.32 6.29 6.27 6.25 6.23 6.21 6.18
101.04 7.108% 7.107% 7.106% 7.106% 7.105% 7.104% 7.103%
101.08 7.088 7.087 7.087 7.086 7.085 7.084 7.083
101.12 7.069 7.068 7.067 7.066 7.065 7.065 7.063
101.16 7.049 7.048 7.047 7.046 7.046 7.045 7.043
Modified duration
(years) 6.32 6.30 6.28 6.26 6.24 6.22 6.18
101.20 7.030% 7.029% 7.028% 7.027% 7.026% 7.025% 7.023%
101.24 7.010 7.009 7.008 7.007 7.006 7.005 7.003
101.28 6.991 6.990 6.989 6.988 6.987 6.986 6.983
102.00 6.972 6.970 6.969 6.968 6.967 6.966 6.964
Modified duration
(years) 6.33 6.31 6.29 6.27 6.25 6.23 6.19
102.04 6.952% 6.951% 6.950% 6.949% 6.947% 6.946% 6.944%
102.08 6.933 6.932 6.930 6.929 6.928 6.927 6.924
102.12 6.914 6.912 6.911 6.910 6.908 6.907 6.904
102.16 6.895 6.893 6.892 6.890 6.889 6.888 6.885
Modified duration
(years) 6.34 6.32 6.30 6.28 6.26 6.24 6.20
Weighted Average
Life (years) 8.77 8.73 8.69 8.65 8.61 8.58 8.51
First Principal
Distribution Date 09/15/03 09/15/03 09/15/03 09/15/03 09/15/03 09/15/03 09/15/03
Last Principal
Distribution Date 02/15/06 02/15/06 02/15/06 02/15/06 02/15/06 01/15/06 01/15/06]
[PRE-TAX YIELD TO MATURITY (CBE), MODIFIED DURATION, WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL DISTRIBUTION DATE AND
LAST PRINCIPAL DISTRIBUTION DATE FOR THE CLASS B CERTIFICATES AT THE SPECIFIED CPRS
NO PREPAYMENTS LOCKED OUT
Prepayment Assumption (CPR)
-----------------------------------------------------------------------------------------------
PRICE 0% 2% 4% 6% 8% 10% 15%
-----------------------------------------------------------------------------------------------
100.16 7.334% 7.333% 7.329% 7.319% 7.308% 7.301% 7.276%
Modified duration
(years) 6.59 6.51 6.31 5.83 5.41 5.13 4.41
100.20 7.315% 7.314% 7.309% 7.297% 7.285% 7.276% 7.247%
100.24 7.297 7.295 7.290 7.276 7.262 7.252 7.219
100.28 7.278 7.276 7.270 7.255 7.239 7.228 7.191
101.00 7.259 7.257 7.250 7.234 7.217 7.204 7.163
Modified duration
(years) 6.60 6.52 6.32 5.84 5.42 5.14 4.42
101.04 7.240% 7.238% 7.231% 7.213% 7.194% 7.180% 7.135%
101.08 7.222 7.219 7.211 7.192 7.171 7.156 7.108
101.12 7.203 7.200 7.192 7.170 7.148 7.132 7.080
101.16 7.184 7.181 7.172 7.149 7.126 7.108 7.052
Modified duration
(years) 6.61 6.53 6.33 5.85 5.42 5.15 4.42
101.20 7.166% 7.162% 7.153% 7.128% 7.103% 7.084% 7.024%
101.24 7.147 7.144 7.134 7.107 7.080 7.060 6.996
101.28 7.129 7.125 7.114 7.086 7.058 7.037 6.969
102.00 7.110 7.106 7.095 7.066 7.035 7.013 6.941
Modified duration
(years) 6.62 6.54 6.34 5.86 5.43 5.15 4.43
102.04 7.092% 7.087% 7.076% 7.045% 7.013% 6.989% 6.913%
102.08 7.073 7.069 7.056 7.024 6.990 6.965 6.886
102.12 7.055 7.050 7.037 7.003 6.968 6.942 6.858
102.16 7.036 7.032 7.018 6.982 6.945 6.918 6.831
Modified duration
(years) 6.63 6.55 6.34 5.86 5.44 5.16 4.43
Weighted Average
Life (years) 9.38 9.23 8.83 7.92 7.16 6.69 5.53
First Principal
Distribution Date 02/15/06 01/15/06 10/15/04 04/15/04 09/15/03 03/15/03 12/15/01
Last Principal
Distribution Date 04/15/06 03/15/06 01/15/06 04/15/05 09/15/04 09/15/03 09/15/02
PREPAYMENTS LOCKED OUT THROUGH LOP AND YMP, THEN
THE FOLLOWING CPR
Prepayment Assumption (CPR)
-----------------------------------------------------------------------------
PRICE 0% 2% 4% 6% 8% 10% 15%
----------------------------------------------------------------------------------------------
100.16 7.334% 7.334% 7.334% 7.334% 7.334% 7.334% 7.334%
Modified duration
(years) 6.59 6.59 6.58 6.58 6.58 6.58 6.57
100.20 7.315% 7.315% 7.315% 7.315% 7.315% 7.315% 7.315%
100.24 7.297 7.296 7.296 7.296 7.296 7.296 7.296
100.28 7.278 7.278 7.278 7.278 7.277 7.277 7.277
101.00 7.259 7.259 7.259 7.259 7.259 7.259 7.258
Modified duration
(years) 6.60 6.60 6.59 6.59 6.59 6.58 6.57
101.04 7.240% 7.240% 7.240% 7.240% 7.240% 7.240% 7.240%
101.08 7.222 7.222 7.221 7.221 7.221 7.221 7.221
101.12 7.203 7.203 7.203 7.203 7.203 7.202 7.202
101.16 7.184 7.184 7.184 7.184 7.184 7.184 7.183
Modified duration
(years) 6.61 6.61 6.60 6.60 6.60 6.59 6.58
101.20 7.166% 7.166% 7.165% 7.165% 7.165% 7.165% 7.165%
101.24 7.147 7.147 7.147 7.147 7.147 7.146 7.146
101.28 7.129 7.128 7.128 7.128 7.128 7.128 7.127
102.00 7.110 7.110 7.110 7.110 7.110 7.109 7.109
Modified duration
(years) 6.62 6.61 6.61 6.61 6.61 6.60 6.59
102.04 7.092% 7.091% 7.091% 7.091% 7.091% 7.091% 7.090%
102.08 7.073 7.073 7.073 7.073 7.073 7.072 7.072
102.12 7.055 7.055 7.054 7.054 7.054 7.054 7.053
102.16 7.036 7.036 7.036 7.036 7.036 7.035 7.035
Modified duration
(years) 6.63 6.62 6.62 6.62 6.62 6.61 6.60
Weighted Average
Life (years) 9.38 9.38 9.37 9.36 9.36 9.35 9.33
First Principal
Distribution Date 02/15/06 02/15/06 02/15/06 02/15/06 02/15/06 02/15/06 01/15/06
Last Principal
Distribution Date 04/15/06 04/15/06 04/15/06 04/15/06 04/15/06 04/15/06 04/15/06]
[PRE-TAX YIELD TO MATURITY (CBE), MODIFIED DURATION, WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL DISTRIBUTION DATE AND
LAST PRINCIPAL DISTRIBUTION DATE FOR THE CLASS C CERTIFICATES AT THE SPECIFIED CPRS
NO PREPAYMENTS LOCKED OUT
Prepayment Assumption (CPR)
-----------------------------------------------------------------------------------------------
PRICE 0% 2% 4% 6% 8% 10% 15%
-----------------------------------------------------------------------------------------------
100.16 7.427% 7.426% 7.425% 7.423% 7.413% 7.404% 7.384%
Modified duration
(years) 6.63 6.57 6.50 6.39 5.93 5.56 4.85
100.20 7.408% 7.407% 7.406% 7.403% 7.392% 7.382% 7.358%
100.24 7.390 7.388 7.387 7.384 7.371 7.360 7.333
100.28 7.371 7.370 7.368 7.364 7.350 7.338 7.307
101.00 7.352 7.351 7.349 7.345 7.330 7.315 7.282
Modified duration
(years) 6.64 6.58 6.51 6.40 5.94 5.57 4.86
101.04 7.334% 7.332% 7.330% 7.326% 7.309% 7.293% 7.256%
101.08 7.315 7.313 7.311 7.307 7.288 7.271 7.231
101.12 7.297 7.295 7.292 7.287 7.267 7.249 7.206
101.16 7.278 7.276 7.273 7.268 7.247 7.227 7.180
Modified duration
(years) 6.65 6.59 6.52 6.40 5.94 5.58 4.87
101.20 7.260% 7.257% 7.254% 7.249% 7.226% 7.205% 7.155%
101.24 7.241 7.239 7.235 7.230 7.205 7.183 7.130
101.28 7.223 7.220 7.216 7.211 7.185 7.161 7.105
102.00 7.205 7.202 7.198 7.191 7.164 7.139 7.079
Modified duration
(years) 6.64 6.60 6.53 6.41 5.95 5.58 4.87
102.04 7.186% 7.183% 7.179% 7.172% 7.143% 7.117% 7.054%
102.08 7.168 7.165 7.160 7.153 7.123 7.095 7.029
102.12 7.149 7.146 7.142 7.134 7.102 7.073 7.004
102.16 7.131 7.128 7.123 7.115 7.082 7.051 6.979
Modified duration
(years) 6.67 6.61 6.54 6.42 5.96 5.59 4.88
Weighted Average
Life (years) 9.52 9.41 9.25 9.02 8.14 7.47 6.25
First Principal
Distribution Date 04/15/06 03/15/06 01/15/06 04/15/05 09/15/04 09/15/03 09/15/02
Last Principal
Distribution Date 05/15/06 05/15/06 03/15/06 01/15/06 08/15/05 10/15/04 07/15/03
PREPAYMENTS LOCKED OUT THROUGH LOP AND YMP, THEN
THE FOLLOWING CPR
Prepayment Assumption (CPR)
-----------------------------------------------------------------------------
PRICE 0% 2% 4% 6% 8% 10% 15%
----------------------------------------------------------------------------------------------
100.16 7.427% 7.427% 7.427% 7.427% 7.427% 7.427% 7.427%
Modified duration
(years) 6.63 6.63 6.62 6.62 6.62 6.62 6.62
100.20 7.408% 7.408% 7.408% 7.408% 7.408% 7.408% 7.408%
100.24 7.390 7.390 7.390 7.390 7.390 7.390 7.389
100.28 7.371 7.371 7.371 7.371 7.371 7.371 7.371
101.00 7.352 7.352 7.352 7.352 7.352 7.352 7.352
Modified duration
(years) 6.64 6.64 6.63 6.63 6.63 6.63 6.63
101.04 7.334% 7.334% 7.334% 7.334% 7.334% 7.334% 7.333%
101.08 7.315 7.315 7.315 7.315 7.315 7.315 7.315
101.12 7.297 7.297 7.297 7.297 7.296 7.296 7.296
101.16 7.278 7.278 7.278 7.278 7.278 7.278 7.278
Modified duration
(years) 6.65 6.65 6.64 6.64 6.64 6.64 6.64
101.20 7.260% 7.260% 7.260% 7.259% 7.259% 7.259% 7.259%
101.24 7.241 7.241 7.241 7.241 7.241 7.241 7.241
101.28 7.223 7.223 7.223 7.223 7.222 7.222 7.222
102.00 7.204 7.204 7.204 7.204 7.204 7.204 7.204
Modified duration
(years) 6.66 6.66 6.65 6.65 6.65 6.65 6.65
102.04 7.186% 7.186% 7.186% 7.186% 7.186% 7.186% 7.185%
102.08 7.168 7.168 7.167 7.167 7.167 7.167 7.167
102.12 7.149 7.149 7.149 7.149 7.149 7.149 7.149
102.16 7.131 7.131 7.131 7.131 7.131 7.131 7.130
Modified duration
(years) 6.67 6.66 6.66 6.66 6.66 6.66 6.66
Weighted Average
Life (years) 9.52 9.51 9.51 9.51 9.50 9.50 9.49
First Principal
Distribution Date 04/15/06 04/15/06 04/15/06 04/15/06 04/15/06 04/15/06 04/15/06
Last Principal
Distribution Date 05/15/06 05/15/06 05/15/06 05/15/06 05/15/06 05/15/06 05/15/06]
[PRE-TAX YIELD TO MATURITY (CBE), MODIFIED DURATION, WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL DISTRIBUTION DATE AND
LAST PRINCIPAL DISTRIBUTION DATE FOR THE CLASS D CERTIFICATES AT THE SPECIFIED CPRS
NO PREPAYMENTS LOCKED OUT
Prepayment Assumption (CPR)
-----------------------------------------------------------------------------------------------
PRICE 0% 2% 4% 6% 8% 10% 15%
-----------------------------------------------------------------------------------------------
100.16 7.735% 7.734% 7.733% 7.731% 7.730% 7.723% 7.702%
Modified duration
(years) 6.62 6.56 6.51 6.44 6.36 6.04 5.21
100.20 7.716% 7.715% 7.714% 7.712% 7.710% 7.703% 7.679%
100.24 7.698 7.696 7.695 7.693 7.691 7.682 7.655
100.28 7.679 7.677 7.676 7.674 7.672 7.662 7.631
101.00 7.660 7.658 7.657 7.655 7.652 7.641 7.607
Modified duration
(years) 6.64 6.57 6.52 6.45 6.37 6.05 5.22
101.04 7.642% 7.639% 7.638% 7.635% 7.633% 7.621% 7.584%
101.08 7.623 7.621 7.619 7.616 7.613 7.601 7.560
101.12 7.604 7.602 7.600 7.597 7.594 7.580 7.536
101.16 7.586 7.583 7.581 7.578 7.575 7.560 7.513
Modified duration
(years) 6.65 6.58 6.53 6.46 6.38 6.06 5.23
101.20 7.567% 7.564% 7.562% 7.559% 7.555% 7.540% 7.489%
101.24 7.549 7.546 7.543 7.540 7.536 7.519 7.466
101.28 7.531 7.527 7.525 7.521 7.517 7.499 7.442
102.00 7.512 7.509 7.506 7.502 7.498 7.479 7.419
Modified duration
(years) 6.66 6.59 6.54 6.47 6.39 6.07 5.23
102.04 7.494% 7.490% 7.487% 7.483% 7.479% 7.459% 7.396%
102.08 7.475 7.471 7.469 7.464 7.460 7.439 7.372
102.12 7.457 7.453 7.450 7.446 7.441 7.419 7.349
102.16 7.439 7.435 7.431 7.427 7.422 7.399 7.326
Modified duration
(years) 6.67 6.60 6.55 6.48 6.40 6.08 5.24
Weighted Average
Life (years) 9.71 9.56 9.45 9.31 9.15 8.51 6.95
First Principal
Distribution Date 05/15/06 05/15/06 03/15/06 01/15/06 08/15/05 10/15/04 07/15/03
Last Principal
Distribution Date 08/15/06 07/15/06 05/15/06 04/15/06 02/15/06 01/15/06 05/15/04
PREPAYMENTS LOCKED OUT THROUGH LOP AND YMP, THEN
THE FOLLOWING CPR
Prepayment Assumption (CPR)
-----------------------------------------------------------------------------
PRICE 0% 2% 4% 6% 8% 10% 15%
----------------------------------------------------------------------------------------------
100.16 7.735% 7.735% 7.735% 7.735% 7.735% 7.735% 7.734%
Modified duration
(years) 6.62 6.62 6.62 6.61 6.61 6.61 6.60
100.20 7.716% 7.716% 7.716% 7.716% 7.716% 7.716% 7.716%
100.24 7.698 7.697 7.697 7.697 7.697 7.697 7.697
100.28 7.679 7.679 7.679 7.679 7.678 7.678 7.678
101.00 7.660 7.660 7.660 7.660 7.660 7.660 7.659
Modified duration
(years) 6.64 6.63 6.63 6.62 6.62 6.62 6.61
101.04 7.642% 7.641% 7.641% 7.641% 7.641% 7.641% 7.641%
101.08 7.623 7.623 7.623 7.623 7.622 7.622 7.622
101.12 7.604 7.604 7.604 7.604 7.604 7.604 7.603
101.16 7.586 7.586 7.586 7.585 7.585 7.585 7.585
Modified duration
(years) 6.65 6.64 6.64 6.63 6.63 6.63 6.62
101.20 7.567% 7.567% 7.567% 7.567% 7.567% 7.567% 7.566%
101.24 7.549 7.549 7.549 7.548 7.548 7.548 7.548
101.28 7.531 7.530 7.530 7.530 7.530 7.530 7.529
102.00 7.512 7.512 7.512 7.512 7.511 7.511 7.511
Modified duration
(years) 6.66 6.65 6.65 6.64 6.64 6.64 6.63
102.04 7.494% 7.494% 7.493% 7.493% 7.493% 7.493% 7.492%
102.08 7.475 7.475 7.475 7.475 7.475 7.474 7.474
102.12 7.457 7.457 7.457 7.456 7.456 7.456 7.456
102.16 7.439 7.439 7.438 7.438 7.438 7.438 7.437
Modified duration
(years) 6.67 6.66 6.66 6.65 6.65 6.65 6.64
Weighted Average
Life (years) 9.71 9.70 9.69 9.68 9.67 9.67 9.65
First Principal
Distribution Date 05/15/06 05/15/06 05/15/06 05/15/06 05/15/06 05/15/06 05/15/06
Last Principal
Distribution Date 08/15/06 08/15/06 08/15/06 08/15/06 08/15/06 08/15/06 08/15/06]
[PRE-TAX YIELD TO MATURITY (CBE), MODIFIED DURATION, WEIGHTED AVERAGE LIFE, FIRST PRINCIPAL DISTRIBUTION DATE AND
LAST PRINCIPAL DISTRIBUTION DATE FOR THE CLASS E CERTIFICATES AT THE SPECIFIED CPRS
NO PREPAYMENTS LOCKED OUT
Prepayment Assumption (CPR)
-----------------------------------------------------------------------------------------------
PRICE 0% 2% 4% 6% 8% 10% 15%
-----------------------------------------------------------------------------------------------
96.16 8.484% 8.486% 8.492% 8.495% 8.500% 8.506% 8.567%
Modified duration
(years) 6.54 6.52 6.45 6.41 6.35 6.28 5.61
96.20 8.465% 8.466% 8.472% 8.475% 8.479% 8.485% 8.544%
96.24 8.445 8.446 8.452 8.455 8.459 8.464 8.521
96.28 8.425 8.427 8.432 8.435 8.439 8.444 8.498
97.00 8.406 8.407 8.412 8.414 8.418 8.423 8.475
Modified duration
(years) 6.55 6.53 6.46 6.42 6.36 6.29 5.61
97.04 8.386% 8.387% 8.392% 8.394% 8.398% 8.403% 8.453%
97.08 8.366 8.368 8.372 8.374 8.378 8.383 8.430
97.12 8.347 8.348 8.352 8.354 8.358 8.362 8.407
97.16 8.327 8.328 8.332 8.334 8.338 8.342 8.384
Modified duration
(years) 6.56 6.54 6.47 6.43 6.37 6.30 5.62
97.20 8.308% 8.309% 8.313% 8.315% 8.318% 8.321% 8.361%
97.24 8.288 8.289 8.293 8.295 8.298 8.301 8.339
97.28 8.269 8.270 8.273 8.275 8.278 8.281 8.316
98.00 8.250 8.250 8.253 8.255 8.258 8.261 8.293
Modified duration
(years) 6.57 6.56 6.48 6.44 6.38 6.31 5.63
98.04 8.230% 8.231% 8.234% 8.235% 8.238% 8.241% 8.271%
98.08 8.211 8.212 8.214 8.216 8.218 8.220 8.248
98.12 8.192 8.192 8.195 8.196 8.198 8.200 8.226
98.16 8.172 8.173 8.175 8.176 8.178 8.180 8.203
Modified duration
(years) 6.59 6.57 6.49 6.45 6.39 6.32 5.64
Weighted Average
Life (years) 9.80 9.76 9.59 9.50 9.36 9.21 7.83
First Principal
Distribution Date 08/15/06 07/15/06 05/15/06 04/15/06 02/15/06 01/15/06 05/15/04
Last Principal
Distribution Date 09/15/06 08/15/06 07/15/06 05/15/06 04/15/06 02/15/06 10/15/04
PREPAYMENTS LOCKED OUT THROUGH LOP AND YMP, THEN
THE FOLLOWING CPR
Prepayment Assumption (CPR)
-----------------------------------------------------------------------------
PRICE 0% 2% 4% 6% 8% 10% 15%
----------------------------------------------------------------------------------------------
96.16 8.484% 8.485% 8.485% 8.485% 8.485% 8.485% 8.485%
Modified duration
(years) 6.54 6.54 6.54 6.54 6.53 6.53 6.53
96.20 8.465% 8.465% 8.465% 8.465% 8.465% 8.466% 8.466%
96.24 8.445 8.445 8.445 8.445 8.446 8.446 8.446
96.28 8.425 8.425 8.426 8.426 8.426 8.426 8.426
97.00 8.406 8.406 8.406 8.406 8.406 8.406 8.406
Modified duration
(years) 6.55 6.55 6.55 6.55 6.54 6.54 6.54
97.04 8.386% 8.386% 8.386% 8.386% 8.387% 8.387% 8.387%
97.08 8.366 8.367 8.367 8.367 8.367 8.367 8.367
97.12 8.347 8.347 8.347 8.347 8.347 8.347 8.348
97.16 8.327 8.327 8.328 8.328 8.328 8.328 8.328
Modified duration
(years) 6.56 6.56 6.56 6.56 6.55 6.55 6.55
97.20 8.308% 8.308% 8.308% 8.308% 8.308% 8.308% 8.308%
97.24 8.288 8.289 8.289 8.289 8.289 8.289 8.289
97.28 8.269 8.269 8.269 8.269 8.269 8.269 8.270
98.00 8.250 8.250 8.250 8.250 8.250 8.250 8.250
Modified duration
(years) 6.57 6.57 6.57 6.57 6.57 6.56 6.56
98.04 8.230% 8.230% 8.230% 8.231% 8.231% 8.231% 8.231%
98.08 8.211 8.211 8.211 8.211 8.211 8.211 8.211
98.12 8.192 8.192 8.192 8.192 8.192 8.192 8.192
98.16 8.172 8.172 8.173 8.173 8.173 8.173 8.173
Modified duration
(years) 6.59 6.58 6.58 6.58 6.58 6.57 6.57
Weighted Average
Life (years) 9.80 9.79 9.79 9.78 9.78 9.77 9.77
First Principal
Distribution Date 08/15/06 08/15/06 08/15/06 08/15/06 08/15/06 08/15/06 08/15/06
Last Principal
Distribution Date 09/15/06 09/15/06 09/15/06 09/15/06 09/15/06 09/15/06 08/15/06]
YIELD SENSITIVITY OF THE CLASS X CERTIFICATES
The yield to maturity of each Class of Class X Certificates will be
especially sensitive to the prepayment, repurchase and default experience on, in
the case of the Class X-1 Certificates, the Group 1 Loans, and, in the case of
the Class X-2 Certificates, the Group 2 Loans (and, to a lesser extent, the
Group 1 Loans), which prepayment, repurchase and default experience may
fluctuate significantly from time to time. A rapid rate of principal payments
will have a material negative effect on the yield to maturity of either or both
Classes of the Class X Certificates. There can be no assurance that the Mortgage
Loans will prepay at any particular rate. Prospective investors in the Class X
Certificates should fully consider the associated risks, including the risk that
such investors may not fully recover their initial investment.
[The following tables indicate the sensitivity of the pre-tax yield to
maturity on each Class of the Class X Certificates to various constant rates of
prepayment on the Mortgage Loans by projecting the monthly aggregate payments of
interest on the Class X Certificates and computing the corresponding pre-tax
yields to maturity on a corporate bond equivalent basis, based on the Maturity
Assumptions, as modified by the following additional assumptions: (i) WHEN
SPECIFICALLY INDICATED IN A PARTICULAR TABLE, Six-Month LIBOR will be assumed to
remain constant at per annum rates that are 2.00% (Alternative LIBOR Assumption
#1) or 4.00% (Alternative LIBOR Assumption #2) higher than the Base LIBOR
Assumption; (ii) WHEN SPECIFICALLY INDICATED IN A PARTICULAR TABLE, 50% (or, if
so specified, 100%) of any Prepayment Premium calculated as a declining
percentage of the amount prepaid is collected in connection with each prepayment
as to which such a Prepayment Premium is applicable; and (iii) 100% of all
Prepayment Premiums collected as described in the immediately preceding clause
(ii) will be distributed on the Class X-1 Certificates (if assumed received on a
Group 1 Loan) or the Class X-2 Certificates (if assumed received on a Group 2
Loan). It was further assumed that the respective aggregate purchase prices of
the Class X-1 and Class X-2 Certificates are as specified below, in each case
expressed in 32nds (i.e., 9.08 is 9%) as a percentage of the related initial
Notional Amount (without accrued interest). Any differences between such
assumptions and the actual characteristics and performance of the Mortgage Loans
and of the Class X Certificates may result in yields being different from those
shown in such table. Discrepancies between assumed and actual characteristics
and performance underscore the hypothetical nature of the table, which is
provided only to give a general sense of the sensitivity of yields in varying
prepayment scenarios.
The pre-tax yields set forth in the following tables were calculated by
determining the monthly discount rates that, when applied to the assumed streams
of cash flows to be paid on each Class of Class X Certificates, would cause the
discounted present value of such assumed stream of cash flows to equal the
assumed aggregate purchase price thereof, and by converting such monthly rates
to semi-annual corporate bond equivalent rates. Such calculation does not take
into account shortfalls in collection of interest due to prepayments (or other
liquidations) of the Mortgage Loans or the interest rates at which investors may
be able to reinvest funds received by them as distributions on the Class X
Certificates (and accordingly does not purport to reflect the return on any
investment in the Class X Certificates when such reinvestment rates are
considered).]
Notwithstanding the assumed prepayment rates reflected in the preceding
tables, it is highly unlikely that the Mortgage Loans will be prepaid according
to one particular pattern. For this reason, and because the timing of cash flows
is critical to determining yields, the pre-tax yield to maturity on each Class
of Class X Certificates is likely to differ from those shown in the tables, even
if all of the Mortgage Loans prepay at the indicated CPRs over any given time
period or over the entire life of the Certificates.
There can be no assurance that the Mortgage Loans will prepay at any
particular rate or that the yield on either Class of Class X Certificates will
conform to the yields described herein. Investors are urged to make their
investment decisions based on the determinations as to anticipated rates of
prepayment under a variety of scenarios. Investors in the Class X Certificates
should fully consider the risk that a rapid rate of prepayments on the Mortgage
Loans could result in the failure of such investors to fully recover their
investments.
[PRE-TAX YIELD TO MATURITY (CBE)
OF THE CLASS X CERTIFICATES
Assumed Prepayment Assumption (Cpr)
Purchase ---------------------------
Class Price 0% 2% 4% 6% 8% 10% 15%
----------------------------------------------------------------------------------------------------------------------------
X-1 3.16 70.765% 68.218% 65.644% 63.041% 60.409% 57.746% 50.950%
4.00 60.539 58.072 55.579 53.058 50.508 47.930 41.349
4.16 52.607 50.203 47.773 45.316 42.833 40.320 33.909
X-2 9.04 10.655% 8.452% 6.249% 3.978% 1.817% (0.332)% (5.367)%
9.16 9.503 7.316 5.128 2.872 0.729 (1.401) (6.386)
9.28 8.427 6.253 4.080 1.839 (0.288) (2.400) (7.338)
PRE-TAX YIELD TO MATURITY (CBE)
OF THE CLASS X CERTIFICATES
(PREPAYMENTS LOCKED OUT THROUGH LOP AND YMP, THEN THE FOLLOWING CPR)
Assumed Prepayment Assumption (Cpr)
Purchase ---------------------------
Class Price 0% 2% 4% 6% 8% 10% 15%
----------------------------------------------------------------------------------------------------------------------------
X-1 3.16 70.765% 68.549% 66.323% 64.089% 61.847% 59.598% 53.955%
4.00 60.539 58.391 56.234 54.071 51.902 49.729 44.289
4.16 52.607 50.511 48.409 46.302 44.191 42.078 36.797
X-2 9.04 10.655% 10.565% 10.478% 10.394% 10.313% 10.235% 10.052%
9.16 9.503 9.411 9.323 9.237 9.155 9.076 8.889
9.28 8.427 8.333 8.243 8.156 8.072 7.991 7.802
PRE-TAX YIELD TO MATURITY (CBE)
OF THE CLASS X CERTIFICATES (ALTERNATIVE LIBOR ASSUMPTION #1)
Assumed Prepayment Assumption (Cpr)
Purchase ---------------------------
Class Price 0% 2% 4% 6% 8% 10% 15%
----------------------------------------------------------------------------------------------------------------------------
X-1 3.16 70.841% 68.293% 65.717% 63.113% 60.479% 57.816% 51.016%
4.00 60.641 58.172 55.677 53.155 50.604 48.024 41.440
4.16 52.728 50.322 47.891 45.433 42.947 40.433 34.018
X-2 9.04 10.656% 8.454% 6.258% 4.144% 2.040% 0.001% (4.817)%
9.16 9.505 7.318 5.137 3.041 0.954 (1.066) (5.837)
9.28 8.428 6.255 4.089 2.009 (0.060) (2.064) (6.790)
PRE-TAX YIELD TO MATURITY (CBE)
OF THE CLASS X CERTIFICATES (ALTERNATIVE LIBOR ASSUMPTION #1)
(PREPAYMENTS LOCKED OUT THROUGH LOP AND YMP, THEN THE FOLLOWING CPR)
Assumed Prepayment Assumption (Cpr)
Purchase ---------------------------
Class Price 0% 2% 4% 6% 8% 10% 15%
----------------------------------------------------------------------------------------------------------------------------
[X-1 3.16 70.841% 68.615% 66.380% 64.136% 61.883% 59.624% 53.952%
4.00 60.641 58.483 56.317 54.144 51.965 49.781 44.310
4.16 52.728 50.623 48.511 46.394 44.272 42.148 36.836
X-2 9.04 10.656% 10.566% 10.480% 10.396% 10.315% 10.237% 10.054%
9.16 9.505 9.413 9.324 9.239 9.157 9.078 8.891
9.28 8.428 8.335 8.245 8.158 8.074 7.993 7.804]
[PRE-TAX YIELD TO MATURITY (CBE)
OF THE CLASS X CERTIFICATES (ALTERNATIVE LIBOR ASSUMPTION #2)
Assumed Prepayment Assumption (Cpr)
Purchase ---------------------------
Class Price 0% 2% 4% 6% 8% 10% 15%
----------------------------------------------------------------------------------------------------------------------------
X-1 3.16 55.873% 53.448% 50.998% 48.520% 46.015% 43.481% 37.014%
4.00 47.229 44.873 42.491 40.083 37.649 35.186 28.902
4.16 40.498 38.195 35.868 33.515 31.137 28.731 22.592
X-2 9.04 10.658% 8.457% 6.267% 4.312% 2.267% 0.335% (4.269)%
9.16 9.506 7.320 5.146 3.211 1.183 (0.730) (5.290)
9.28 8.430 6.257 4.099 2.181 0.170 (1.726) (6.245)
PRE-TAX YIELD TO MATURITY (CBE)
OF THE CLASS X CERTIFICATES (ALTERNATIVE LIBOR ASSUMPTION #2)
(PREPAYMENTS LOCKED OUT THROUGH LOP AND YMP, THEN THE FOLLOWING CPR)
Assumed Prepayment Assumption (Cpr)
Purchase ---------------------------
Class Price 0% 2% 4% 6% 8% 10% 15%
----------------------------------------------------------------------------------------------------------------------------
X-1 3.16 55.873% 53.810% 51.743% 49.673% 47.601% 45.528% 40.359%
4.00 47.229 45.221 43.211 41.199 39.187 37.177 32.174
4.16 40.498 38.533 36.567 34.600 32.636 30.675 25.804
X-2 9.04 10.658% 10.568% 10.481% 10.398% 10.317% 10.239% 10.056%
9.16 9.506 9.415 9.326 9.241 9.159 9.079 8.894
9.28 8.430 8.337 8.246 8.160 8.076 7.995 7.806
PRE-TAX YIELD TO MATURITY (CBE)
OF THE CLASS X CERTIFICATES (50% RECOVERY OF DECL. % PREMIUMS)
(PREPAYMENTS LOCKED OUT THROUGH LOP AND YMP, THEN THE FOLLOWING CPR)
Assumed Prepayment Assumption (Cpr)
Purchase ---------------------------
Class Price 0% 2% 4% 6% 8% 10% 15%
----------------------------------------------------------------------------------------------------------------------------
X-1 3.16 70.765% 69.184% 67.601% 66.015% 64.428% 62.841% 58.873%
4.00 60.539 58.908 57.274 55.638 54.001 52.365 48.280
4.16 52.607 50.944 49.279 47.612 45.945 44.279 40.126
X-2 9.04 10.655% 10.578% 10.505% 10.434% 10.366% 10.301% 10.147%
9.16 9.503 9.425 9.350 9.278 9.208 9.141 8.985
9.28 8.427 8.347 8.270 8.196 8.126 8.058 7.898
PRE-TAX YIELD TO MATURITY (CBE)
OF THE CLASS X CERTIFICATES (100% RECOVERY OF DECL. % PREMIUMS)
(PREPAYMENTS LOCKED OUT THROUGH LOP AND YMP, THEN THE FOLLOWING CPR)
Assumed Prepayment Assumption (Cpr)
Purchase ---------------------------
[Class Price 0% 2% 4% 6% 8% 10% 15%
----------------------------------------------------------------------------------------------------------------------------
X-1 3.16 70.765% 69.825% 68.899% 67.989% 67.094% 66.217% 64.102%
4.00 60.539 59.429 58.329 57.241 56.165 55.103 52.512
4.16 52.607 51.379 50.160 48.950 47.750 46.562 43.646
X-2 9.04 10.655% 10.592% 10.532% 10.474% 10.419% 10.366% 10.242%
9.16 9.503 9.439 9.377 9.318 9.261 9.207 9.080
9.28 8.427 8.361 8.297 8.237 8.179 8.123 7.994]
[If each Group 1 Loan were to prepay in full at the later of (i) the
first month following the end of the lockout period (if any), (ii) the first
month following the end of the yield maintenance period (if any), and (iii) the
month in which any prepayment penalty (if any) declines to less than or equal to
2% of the amount prepaid, and if any prepayment penalties due on the Group 1
Loans are collected and passed through to the Class X-1 Certificates, the
resulting yields to maturity of the Class X-1 Certificates would be 39.846%,
25.873%, and 15.627% at prices of 3.5%, 4.0% and 4.5%, respectively, of the
related initial Notional Amount (plus accrued interest).]
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
GENERAL
Upon the issuance of the Offered Certificates, Xxxxxxx Xxxxxxxx & Xxxx,
counsel to the Depositor, will deliver its opinion generally to the effect that,
assuming compliance with all provisions of the Pooling and Servicing Agreement,
for Federal income tax purposes, REMIC I, REMIC II and REMIC III will each
qualify as a REMIC under the Code. For Federal income tax purposes, the Class
R-I Certificates will be the sole class of "residual interests" in REMIC I; the
Class R-II Certificates will be the sole class of "residual interests" in REMIC
II; the REMIC Regular Certificates will evidence the "regular interests" in, and
will be treated as debt instruments of, REMIC III; and the Class R-III
Certificates will be the sole class of "residual interests" in REMIC III. See
"Certain Federal Income Tax Consequences--REMICs" in the Prospectus.
ORIGINAL ISSUE DISCOUNT AND PREMIUM
The Class X-1 and Class X-2 Certificates will, the Class E Certificates
may, and the Class A-1, Class A-2A, Class A-2B, Class B, Class C and Class D
Certificates will not, be treated as having been issued with original issue
discount for Federal income tax reporting purposes. The prepayment assumption
that will be used in determining the rate of accrual of original issue discount,
market discount and premium, if any, for Federal income tax purposes will be
based on the assumption that subsequent to the date of any determination the
Mortgage Loans will not prepay prior to their respective maturity dates. No
representation is made that the Mortgage Loans will not prepay. See "Certain
Federal Income Tax Consequences--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" in the Prospectus.
The IRS has issued OID Regulations under Sections 1271 to 1275 of the
Code generally addressing the treatment of debt instruments issued with original
issue discount. Purchasers of the Offered Certificates should be aware that the
OID Regulations and Section 1272(a)(6) of the Code do not adequately address
certain issues relevant to, or are not applicable to, prepayable securities such
as the Offered Certificates. In addition, there is considerable uncertainty
concerning the application of Section 1272(a)(6) of the Code and the OID
Regulations to REMIC Regular Certificates that provide for payments based on an
adjustable rate, such as the Class A-1 Certificates and the Class X
Certificates. Because of the uncertainties concerning the application of Section
1272(a)(6) of the Code to the Class A-1 Certificates and the Class X
Certificates and because the rules of the OID Regulations relating to debt
instruments having an adjustable rate of interest are limited in their
application in ways that could preclude their application to the Class A-1
Certificates and the Class X Certificates even in the absence of Section
1272(a)(6) of the Code, the IRS could assert that the Class A-1 Certificates and
the Class X Certificates should be treated as having been issued with original
issue discount or should be governed by some other method not yet set forth in
regulations. Prospective purchasers of the Offered Certificates are advised to
consult their tax advisors concerning the tax treatment of such Certificates.
If the Class A-1 Certificates and the Class X Certificates are required
to be treated as having been issued with original issue discount, it appears
that a reasonable method of reporting original issue discount with respect to
the Class A-1 Certificates and the Class X Certificates, generally would be to
report all income with respect to such Certificates as original issue discount
for each period, computing such original issue discount (i) by assuming that the
value of the applicable index will remain constant for purposes of determining
the original yield to maturity of, and projecting future distributions on, such
Certificates, thereby treating such Certificates as fixed rate instruments to
which the original issue discount computation rules described in the Prospectus
can be applied, and (ii) by accounting for any positive or negative variation in
the actual value of the applicable index in any period from its assumed value as
a current adjustment to original issue discount with respect to such period. See
"Certain Federal Income Tax Consequences--REMICs--Taxation of Owners of REMIC
Regular Certificates--Original Issue Discount" in the Prospectus.
If the method for computing original issue discount described in the
Prospectus results in a negative amount for any period with respect to a holder
of a Class X Certificate, the amount of original issue discount allocable to
such period would be zero and such Certificateholder will be permitted to offset
such negative amount only against future original issue discount
EXHIBIT D
Underwriter Information
(All text and tables between brackets are excluded)
PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED OCTOBER 22, 1996)
$395,151,146
(APPROXIMATE)
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
DEPOSITOR
GMAC COMMERCIAL MORTGAGE CORPORATION
SERVICER
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-C1
-----------------
The Series 1996-C1 Mortgage Pass-Through Certificates (the
"CERTIFICATES") will consist of the following 15 classes (each, a "CLASS"): (i)
the Class X-1 and Class X-2 Certificates (collectively, the "CLASS X
CERTIFICATES"); (ii) the Class A-1, Class A-2A and Class A-2B Certificates
(collectively, the "CLASS A CERTIFICATES"; and collectively with the Class X
Certificates, the "SENIOR CERTIFICATES"); (iii) the Class B, Class C, Class D,
Class E, Class F, Class G and Class H Certificates (collectively, the
"Subordinate Certificates"; and collectively with the Senior Certificates, the
"REMIC Regular Certificates");
(COVER CONT. ON NEXT PAGE)
-----------------
PROCEEDS OF THE ASSETS IN THE TRUST FUND ARE THE SOLE SOURCE OF PAYMENTS ON THE
OFFERED CERTIFICATES. THE OFFERED CERTIFICATES DO NOT REPRESENT AN INTEREST
IN OR OBLIGATION OF THE DEPOSITOR, GMAC COMMERCIAL MORTGAGE CORPORATION
OR ANY OF THEIR AFFILIATES. NEITHER THE OFFERED CERTIFICATES NOR THE
MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY
OR INSTRUMENTALITY OR BY THE DEPOSITOR, GMAC COMMERCIAL
MORTGAGE CORPORATION OR ANY OF THEIR AFFILIATES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE
MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
PROSPECTIVE INVESTORS SHOULD REVIEW THE INFORMATION APPEARING UNDER THE
CAPTION "RISK FACTORS" BEGINNING ON PAGE S-18 HEREIN AND PAGE 11 IN THE
PROSPECTUS BEFORE PURCHASING ANY OFFERED CERTIFICATE.
Initial Assumed Final
Class Certificate Balance(1) Pass-through Rate Distribution Date(2)
----- ---------------------- ----------------- --------------------
Class X-1............................... N/A(3) 0.9455%(4) July 15, 2006
Class X-2............................... N/A(5) 1.9673%(6) March 15, 2021
Class A-1............................... $ 33,475,146 5.9125%(7) February 15, 2006
Class A-2A.............................. 190,353,000 6.7900% September 15, 2003
Class A-2B.............................. 71,963,000 7.2200% February 15, 2006
Class B................................. 31,978,000 7.3400% April 15, 2006
Class C................................. 26,268,000 7.4300% May 15, 2006
Class D................................. 27,409,000 7.7300% August 15, 2006
Class E................................. 13,705,000 7.8600% September 15, 2006
(FOOTNOTES ON NEXT PAGE)
[The Offered Certificates will be purchased from the Depositor by
Xxxxxxx, Sachs & Co. and Xxxxxx Xxxxxxx & Co. Incorporated (the "UNDERWRITERS")
and will be offered by the Underwriters from time to time in negotiated
transactions or otherwise at varying prices to be determined at the time of
sale. Proceeds to the Depositor from the sale of the Offered Certificates,
before deducting expenses payable by the Depositor estimated to be approximately
$2,000,000, will be 111.56% of the initial aggregate Certificate Balance of the
Offered Certificates, plus accrued interest. The Offered Certificates are
offered by the Underwriters subject to prior sale, when, as and if delivered to
and accepted by the Underwriters and subject to certain other conditions. It is
expected that the Offered Certificates will be delivered in book-entry form
through the Same-Day Funds Settlement System of DTC on or about November 7, 1996
(the "DELIVERY DATE"), against payment therefor in immediately available funds.]
XXXXXXX, SACHS & CO. XXXXXX XXXXXXX & CO.
Incorporated
and solely as members of the selling group
CONTIFINANCIAL SERVICES CORPORATION [LOGO]
The date of this Prospectus Supplement is October 30, 1996.
Distributions on the Certificates will be made, to the extent of
available funds, on the 15th day of each month or, if any such 15th day is not a
business day, then on the next business day, beginning in December 1996 (each, a
"DISTRIBUTION DATE"). As described herein, interest distributions on each Class
of Offered Certificates will be made on each Distribution Date based on the
Pass-Through Rate then applicable to such Class and the Certificate Balance or
Notional Amount, as the case may be, of such Class outstanding immediately prior
to such Distribution Date. Distributions allocable to principal of the
respective Classes of Certificates with Certificate Balances (the "PRINCIPAL
BALANCE CERTIFICATES") will be made in the amounts and in accordance with the
priorities described herein until the Certificate Balance of each such Class is
reduced to zero. No Class of Class X Certificates will have a Certificate
Balance or entitle the holders thereof to receive distributions of principal. As
described herein, any Prepayment Premiums actually collected on the Mortgage
Loans will be distributed among certain of the Classes of Certificates in the
amounts and in accordance with the priorities described herein.
See "Description of the Certificates--Distributions" herein.
As and to the extent described herein, the Subordinate Certificates
will be subordinate to the Senior Certificates; and each Class of Subordinate
Certificates will further be subordinate to each other class of Subordinate
Certificates, if any, with an earlier alphabetical Class designation. The REMIC
Residual Certificates will be subordinate to the Regular Interest Certificates.
See "Description of the Certificates--Distributions" and "--Subordination;
Allocation of Losses and Certain Expenses" herein.
The yield to maturity of each Class of Offered Certificates will depend
on, among other things, the rate and timing of principal payments (including by
reason of prepayments, loan extensions, defaults and liquidations) and losses on
or in respect of the Mortgage Loans that result in a reduction of the
Certificate Balance or Notional Amount of such Class. The yield to maturity of
the Class X Certificates will be highly sensitive to the rate and timing of
principal payments (including by reason of prepayments, defaults and
liquidations) and losses on or in respect of, in the case of the Class X-1
Certificates, the Group 1 Loans and, in the case of the Class X-2 Certificates,
the Group 2 Loans (and, to a lesser extent, the Group 1 Loans), which rate and
timing of principal payments and losses may fluctuate significantly from time to
time. A rate of principal prepayments on the Mortgage Loans that is more rapid
than expected by investors will have a material negative effect on the yield to
maturity of one or both Classes of the Class X Certificates. Investors in the
Class X Certificates should consider the associated risks, including the risk
that a rapid rate of principal prepayments on the Mortgage Loans could result in
the failure of investors in either or both Classes of such Certificates to
recover fully their initial investments. See "Yield and Maturity Considerations"
herein and "Yield and Maturity Considerations" and "Risk Factors--Yield and
Prepayment Considerations" in the Prospectus.
See "Index of Principal Definitions" in the Prospectus for the location
of meanings of capitalized terms used but not defined herein. See "Index of
Principal Definitions" herein for location of meanings of other capitalized
terms used herein.
[There is currently no secondary market for the Offered Certificates.
The Underwriters intend to make a secondary market in the Offered Certificates,
but are not obligated to do so. There can be no assurance that a secondary
market for the Offered Certificates will develop or, if it does develop, that it
will continue. The Offered Certificates will not be listed on any securities
exchange.]
S-28
In the Underwriting Agreement, the Underwriters have agreed, subject to
the terms and conditions set forth therein, to purchase all of the Offered
Certificates if any are purchased. In the event of default by either
Underwriter, the Underwriting Agreement provides that, in certain circumstances,
the purchase commitment of the nondefaulting Underwriters may be increased or
the underwriting may be terminated.
The Underwriting Agreement provides that the obligation of each
Underwriter to pay for and accept delivery of its Certificates is subject to,
among other things, the receipt of certain legal opinions and to the conditions,
among others, that no stop order suspending the effectiveness of the Depositor's
Registration Statement shall be in effect, and that no proceedings for such
purpose shall be pending before or threatened by the Securities and Exchange
Commission.
[The distribution of the Offered Certificates by the Underwriters may
be effected from time to time in one or more negotiated transactions, or
otherwise, at varying prices to be determined at the time of sale. Proceeds to
the Depositor from the sale of the Offered Certificates, before deducting
expenses payable by the Depositor, will be approximately 111.56% of the
aggregate Certificate Balance of the Offered Certificates, plus accrued
interest. Each Underwriter may effect such transactions by selling its
Certificates to or through dealers, and such dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from the
Underwriter for whom they act as agent. In connection with the sale of the
Offered Certificates, each Underwriter may be deemed to have received
compensation from the Depositor in the form of underwriting compensation. Each
Underwriter and any dealers that participate with such Underwriter in the
distribution of the Offered Certificates may be deemed to be underwriters and
any profit on the resale of the Offered Certificates positioned by them may be
deemed to be underwriting discounts and commissions under the Securities Act of
1933, as amended.
ContiFinancial Services Corporation and ING Baring (U.S.) Securities,
Inc., affiliates of ContiTrade and ING Capital, respectively, may act as dealers
on behalf of Xxxxxxx, Sachs & Co. with respect to certain Classes of the Offered
Certificates to be purchased by such Underwriter.]
The Underwriting Agreement provides that the Depositor will indemnify
the Underwriters, and that under limited circumstances the Underwriters will
indemnify the Depositor, against certain civil liabilities under the Securities
Act of 1933, as amended, or contribute to payments to be made in respect
thereof.
There can be no assurance that a secondary market for the Offered
Certificates will develop or, if it does develop, that it will continue. The
primary source of ongoing information available to investors concerning the
Offered Certificates will be the Trustee Reports discussed herein under
"Description of the Certificates--Reports to Certificateholders; Certain
Available Information." Except as described herein under "Description of the
Certificates--Reports to Certificateholders; Certain Available Information",
there can be no assurance that any additional information regarding the Offered
Certificates will be available through any other source. In addition, the
Depositor is not aware of any source through which price information about the
Offered Certificates will be generally available on an ongoing basis. The
limited nature of such information regarding the Offered Certificates may
adversely affect the liquidity of the Offered Certificates, even if a secondary
market for the Offered Certificates becomes available.
LEGAL MATTERS
Certain legal matters will be passed upon for the Depositor by Xxxxxxx
Xxxxxxxx & Xxxx and for the Underwriters by Xxxxx & Wood LLP.
RATINGS
It is a condition to their issuance that the respective Classes of
Offered Certificates receive the indicated credit ratings from Standard & Poor's
Ratings Services, a Division of the XxXxxx-Xxxx Companies, Inc. ("S&P") and/or
Xxxxx'x Investors Service, Inc. ("Moody's"; and together with S&P, the "Rating
Agencies"):
Class S&p Moody's
------------------------------------------------------------------------
Class X-1 NR Aaa
Class X-2 NR Aaa
Class A-1 AAA Aaa
Class A-2A AAA Aaa
Class A-2B AAA Aaa
Class B AA Aa1
S-29
EXHIBIT E
(Exhibit E intentionally left blank)
EXHIBIT F
November 7, 1996
GMAC Commercial Mortgage Securities, Inc.
GMAC Commercial Mortgage Corporation
000 Xxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxx 00000
GMAC Commercial Mortgage
Securities, Inc., Mortgage Pass-
Through Certificates, Series 1996-
C1
----------------------------------
Pursuant to Section 4 of the Underwriting Agreement, dated October 30,
1996 (the "Certificate Purchase Agreement"), among the GMAC Commercial Mortgage
Securities, Inc., GMAC Commercial Mortgage Corporation and Xxxxxxx, Sachs & Co.
as representative on behalf of itself and and Xxxxxx Xxxxxxx & Co. Incorporated
(the "Underwriters") relating to the Certificates referenced above, the
undersigned does hereby certify that:
(a) The prepayment assumption used in pricing the
Certificates was 0% CPR.
(b) Set forth below is (i), the first price, as a
percentage of the actual or notional, as the case may be, principal balance of
each class of Certificates, at which 10% of the aggregate actual or notional, as
the case may be, principal balance of each such class of Certificates was sold
to the public at a single price, if applicable, or (ii) if more than 10% of a
class of Certificates have been sold to the public but no single price is paid
for at least 10% of the aggregate actual or notional, as the case may be,
principal balance of such class of Certificates, then the weighted average price
at which the Certificates of such class were sold expressed as a percentage of
the actual or notional, as the case may be, principal balance of such class of
Certificates, or (iii) if less than 10% of the aggregate actual or notional, as
the case may be, principal balance of a class of Certificates has been sold to
the public, the purchase price for each such class of Certificates paid by the
Underwriters expressed as a percentage of the actual or notional, as the case
may be, principal balance of such class of Certificates calculated by: (1)
estimating the fair market value of each such class of Certificates as of
November 7, 1996; (2) adding such estimated fair market value to the aggregate
purchase price of each class of Certificates described in clause (i) or (ii)
above; (3) dividing each of the fair market values determined in clause (1) by
the sum obtained in clause (2); (4) multiplying the quotient obtained for each
class of Certificates in clause (3) by the purchase price paid by the Purchaser
for all the Certificates; and (5) for each class of Certificates, dividing the
product obtained from such class of Certificates in clause (4) by the original
actual or notional, as the case may be, principal balance of such class of
Certificates:
Class X-1:___________________
Class X-2:___________________
Class A-1:___________________
Class A-2A:__________________
Class A-2B:__________________
Class B:_____________________
Class C:_____________________
Class D:_____________________
Class E:_____________________
[* less than 10% has been sold to the public]
The prices set forth above do not include accrued interest with respect to
periods before closing.
XXXXXXX, SACHS & CO.
By:______________________________________
Name:____________________________________
Title:___________________________________
For itself and the other Underwriters
named in Schedule I to the Underwriting
Agreement
S-1
