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DEPOSIT TRUST AGREEMENT
dated as of February 1, 1999
between
IMPERIAL CREDIT COMMERCIAL
MORTGAGE ACCEPTANCE CORP.
as Depositor
and
WILMINGTON TRUST COMPANY
as Owner Trustee
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
SECTION 1.1 Defined Terms.................................................1
ARTICLE II
AUTHORITY TO EXECUTE AND PERFORM VARIOUS DOCUMENTS;
DECLARATION OF BUSINESS TRUST
SECTION 2.1 Declaration of Business Trust.................................1
SECTION 2.2 Transfer of Trust Estate to the Trust.........................2
SECTION 2.3 Purpose of the Trust and Authority to Execute and
Perform Various Documents.....................................3
SECTION 2.4 Execution and Delivery of the Ownership Certificate...........4
SECTION 2.5 Activities of the Trust.......................................5
ARTICLE III
[RESERVED]
ARTICLE IV
RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME
FROM THE TRUST ESTATE
SECTION 4.1 Distribution of Payments......................................8
SECTION 4.2 Payments......................................................8
SECTION 4.3 Access to Certain Documentation and Information...............8
SECTION 4.4 Compliance with Withholding Requirements......................9
ARTICLE V
DUTIES OF THE OWNER TRUSTEE
SECTION 5.1 Notice of Certain Events; Action by the Owner Trustee.........9
SECTION 5.2 Distribution of Reports......................................10
SECTION 5.3 Action Required Only if Owner Trustee is Indemnified.........10
SECTION 5.4 No Duties Except as Specified in Deposit Trust Agreement
or Instructions..............................................10
ARTICLE VI
THE OWNER TRUSTEE
SECTION 6.1 Acceptance of Trust and Duties...............................11
SECTION 6.2 Limited Representations or Warranties of the Owner
Trustee......................................................11
SECTION 6.3 Trust Accounts...............................................12
SECTION 6.4 Reliance; Advice of Counsel..................................12
SECTION 6.5 Not Acting in Individual Capacity............................13
SECTION 6.6 Books and Records; Tax Returns...............................13
ARTICLE VII
COMPENSATION, REIMBURSEMENT AND INDEMNIFICATION
OF THE OWNER TRUSTEE
SECTION 7.1 Compensation of the Owner Trustee............................13
SECTION 7.2 Reimbursement and Indemnification of the Owner Trustee.......14
SECTION 7.3 [Reserved]...................................................14
ARTICLE VIII
TERMINATION OF DEPOSIT TRUST AGREEMENT
SECTION 8.1 Termination..................................................15
SECTION 8.2 Further Assurances by the Owner Trustee upon Termination.....15
SECTION 8.3 Insolvency of the Ownership Certificateholder................15
SECTION 8.4 Limitations on Insolvency....................................15
SECTION 8.5 Cancellation of Certificate of Trust.........................16
SECTION 8.6 Surrender of Ownership Certificate...........................16
ARTICLE IX
SUCCESSOR OWNER TRUSTEES, CO-OWNER TRUSTEES
AND SEPARATE OWNER TRUSTEES
SECTION 9.1 Resignation of the Owner Trustee; Appointment of
Successor....................................................17
SECTION 9.2 Co-Trustees and Separate Trustees............................18
SECTION 9.3 Notice.......................................................18
ARTICLE X
SUPPLEMENTS AND AMENDMENTS
SECTION 10.1 Supplements and Amendments...................................18
SECTION 10.2 Limitation on Amendments.....................................19
SECTION 10.3 Additional Amendment Provisions..............................19
ARTICLE XI
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE DEPOSITOR
SECTION 11.1 Representations and Warranties of the Depositor..............20
SECTION 11.2 Accrued Interest, Etc........................................21
SECTION 11.3 Additional Covenants of the Depositor........................21
ARTICLE XII
TRANSFER OF OWNERSHIP CERTIFICATE
SECTION 12.1 Registration of Transfer and Exchange of Ownership
Certificate..................................................22
SECTION 12.2 Mutilated, Destroyed, Lost or Stolen Ownership
Certificate..................................................24
SECTION 12.3 Persons Deemed Owners........................................25
SECTION 12.4 [Reserved.]..................................................25
SECTION 12.5 Actions of the Ownership Certificateholder...................25
SECTION 12.6 Transferee's Agreement.......................................25
ARTICLE XIII
MISCELLANEOUS
SECTION 13.1 No Legal Title to Trust Estate in the Ownership
Certificateholder............................................26
SECTION 13.2 Action by the Owner Trustee is Binding.......................26
SECTION 13.3 Limitation on Rights of Others...............................26
SECTION 13.4 Notices......................................................26
SECTION 13.5 Severability.................................................27
SECTION 13.6 Limitation on the Depositor's and the Ownership
Certificateholder's Respective Liability.....................27
SECTION 13.7 Separate Counterparts........................................27
SECTION 13.8 Successors and Assigns.......................................27
SECTION 13.9 Headings.....................................................27
SECTION 13.10 Governing Law................................................28
SECTION 13.11 Administration of Trust......................................28
SECTION 13.12 Performance by the Administrator.............................28
SECTION 13.13 Conflict with Indenture and Servicing Agreement..............28
SECTION 13.14 No Implied Waiver............................................28
SECTION 13.15 Third Party Beneficiary......................................28
SECTION 13.16 References...................................................28
SECTION 13.17 No Duty to Monitor...........................................29
SECTION 13.18 No Petition..................................................29
Annex 1 - Defined Terms
Schedule I - Mortgage Loan Schedule
Exhibit A - Form of Ownership Certificate
DEPOSIT TRUST AGREEMENT
DEPOSIT TRUST AGREEMENT, dated as of February 1, 1999 ("Deposit
Trust Agreement"), between IMPERIAL CREDIT COMMERCIAL MORTGAGE ACCEPTANCE CORP.,
a California corporation, as depositor (the "Depositor"), and WILMINGTON TRUST
COMPANY, a Delaware banking corporation, as owner trustee (in its capacity as
owner trustee, the "Owner Trustee" and in its individual capacity, the "Bank").
PRELIMINARY STATEMENT
The Depositor desires to form the trust to be created hereby (the
"Trust") for the limited purposes set forth in Section 2.3(a).
The Bank is willing to act as trustee hereunder and to accept the
trust created hereby.
In consideration of the premises and of the mutual agreements herein
contained and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Defined Terms. Whenever used in this Deposit Trust
Agreement, including the first paragraph and the Preliminary Statement, all
capitalized terms not defined herein shall have the meanings specified in Annex
1 hereto unless the context requires otherwise.
ARTICLE II
AUTHORITY TO EXECUTE AND PERFORM VARIOUS DOCUMENTS;
DECLARATION OF BUSINESS TRUST
SECTION 2.1 Declaration of Business Trust. The Trust will be known
as "ICCMAC Multifamily and Commercial Trust 1999-1," in which name the Owner
Trustee may conduct the affairs of the Trust. The Bank is hereby appointed to
hold and agrees to hold the Trust Estate as Owner Trustee in trust upon the
terms and conditions and for the use and benefit of the Bondholders as set forth
in the Indenture and the Ownership Certificateholder as herein set forth.
It is the intention of the parties hereto that the trust created by
this Deposit Trust Agreement constitute a business trust under the Business
Trust Statute and that this Deposit Trust Agreement constitute the governing
instrument of such business trust. This Deposit Trust Agreement is not intended
to create a partnership or a joint-stock association. No later than the Closing
Date, the Owner Trustee shall have filed for the Trust the Certificate of Trust
required by the Business Trust Statute, in the office of the Secretary of State
of the State of Delaware. Effective as of the date hereof, the Owner Trustee
shall have all the rights, powers and duties set forth herein and in the
Business Trust Statute with respect to accomplishing the purposes of the Trust.
SECTION 2.2 Transfer of Trust Estate to the Trust.
(a) Effective as of the date hereof, the Depositor does hereby
contribute, sell, grant, assign, transfer, set-over and otherwise convey to, and
deposit with the Trust, until this Deposit Trust Agreement terminates pursuant
to Section 8.1, the entire Trust Estate, such conveyance to be made in exchange
for the Bonds and the Ownership Certificate. The Depositor and the Owner
Trustee, upon the written directions of the Depositor, and at the expense of the
Depositor, if any expenses are incurred, shall take in a timely manner all
necessary steps under all applicable laws to convey and perfect conveyance of
the title of the Mortgage Loans, and any interest in the Mortgage Loans superior
to that of creditors of the Depositor, to the Trust or its designee.
In connection with such transfer and assignment, the Depositor does
hereby deliver or cause to be delivered to, and deposit or cause to be deposited
with, the Trust (or, at the direction of the Owner Trustee on behalf of the
Trust, to and with the Indenture Trustee on behalf of the Trust pursuant to the
Indenture) each of the following documents or instruments relating to each
Mortgage Loan:
(i) the Mortgage Loan Documents; and
(ii) all other items relating to the foregoing as may be
reasonably requested by or on behalf of the Trust or the
Indenture Trustee.
(b) The conveyance of the Mortgage Loans, the related rights and
property and all other assets constituting the Trust Estate by the Depositor as
contemplated hereby is absolute and is intended by the parties to constitute an
absolute contribution and transfer of the Mortgage Loans (excluding the right to
receive Prepayment Premiums on such Mortgage Loans), such other related rights
and all other assets constituting the Trust Estate by the Depositor to the
Trust. It is, further, not intended that such conveyance be deemed to constitute
a pledge of security for a loan. If, however, such conveyance is deemed to
constitute a pledge of security for a loan, the Depositor intends that the
rights and obligations of the parties to such loan shall be established pursuant
to, and be governed by, the terms of this Deposit Trust Agreement. The Depositor
also intends and agrees that, in such event, (i) this Deposit Trust Agreement
shall constitute a security agreement under applicable Law, (ii) the Depositor
shall be deemed to have granted to the Trust a first priority security interest
in the Depositor's entire right, title and interest in and to the assets
constituting the Trust Estate, (iii) the possession by the Trust (or any
subsequent assignee, including, without limitation, the Indenture Trustee) of
the Mortgage Notes with respect to the Mortgage Loans and such other items of
property as constitute instruments, money, negotiable documents or chattel paper
shall be deemed to be "possession by the secured party" or possession by a
purchaser or Person designated by such secured party for the purpose of
perfecting such security interest under applicable Law, and (iv) notifications
to, and acknowledgments, receipts or confirmations from, Persons holding such
property, shall be deemed to be notifications to, or acknowledgments, receipts
or confirmations from, financial intermediaries, bailees or agents (as
applicable) of the Trust (or any subsequent assignee, including, without
limitation, the Indenture Trustee) for the purpose of perfecting such security
interest under applicable Law. The Depositor shall, to the extent consistent
with this Deposit Trust Agreement, take or cause to be taken such reasonable
actions, including the filing, as a precautionary filing, UCC Financing
Statements on Form UCC-1 in all appropriate locations in the State of California
promptly following the issuance of the Bonds, such that, if this Deposit Trust
Agreement were deemed to create a security interest in the Mortgage Loans and
the other assets of the Trust Estate, such security interest would be a
perfected security interest of first priority under applicable Law and will be
maintained by the Depositor as such throughout the term of this Deposit Trust
Agreement.
(c) The Owner Trustee, by its execution and delivery of this Deposit
Trust Agreement, acknowledges the receipt by the Trust of all assets delivered
to the Trust and included in the Trust Estate, and declares that it holds and
will hold such assets, and all other assets hereafter delivered to the Trust
that constitute portions of the Trust Estate, in trust for the exclusive use and
benefit of all present and future Bondholders and the Ownership
Certificateholder.
(d) Except as expressly provided in Section 8.1, neither the
Depositor nor the Ownership Certificateholder shall have any right to revoke or
otherwise terminate the Trust established hereunder. Except as contemplated by
the Indenture and as provided in Sections 4.2 and 8.1 hereof, the Trust shall
not assign, sell, dispose of or transfer any interest in (or permit or cause the
assignment, sale, disposition or transfer of any interest in), nor may the
Depositor or the Ownership Certificateholder withdraw from the Trust, any
Mortgage Loan or other asset constituting the Trust Estate. Except as
contemplated by the Indenture and this Deposit Trust Agreement, the Trust shall
not permit the Mortgage Loans or any other asset constituting the Trust Estate
to be subjected to any lien, claim or encumbrance arising by, through or under
the Owner Trustee or any Person claiming by, through or under the Owner Trustee.
(e) If the Mortgage Loan Seller purchases any Mortgage Loan in
accordance with the terms of Section 2.04 of the Servicing Agreement, the
Depositor shall assign to the Mortgage Loan Seller all of the Depositor's rights
under the Warranty Agreement, solely with respect to such purchased Mortgage
Loan.
SECTION 2.3 Purpose of the Trust and Authority to Execute and
Perform Various Documents.
(a) The Depositor desires to form the trust to be created hereby for
the limited purposes of: (i) accepting from the Depositor, and holding for the
exclusive use and benefit of all present and future Ownership
Certificateholders, the Trust Estate, (ii) issuing pursuant to the Indenture
nonrecourse Collateralized Mortgage Bonds, Series 1999-1, in twelve classes,
designated as the "Class A-1 Bonds," "Class A-2 Bonds," "Class S Bonds," "Class
A-3 Bonds," "Class B Bonds," "Class C Bonds," "Class D Bonds," "Class E Bonds,"
"Class F Bonds," "Class G Bonds," "Class H Bonds," and "Class X Bonds,"
respectively, and secured by, among other things, a lien on the Trust Estate,
and distributing such Bonds or the proceeds from the sale thereof to the
Depositor, (iii) issuing the Ownership Certificate evidencing the entire
beneficial ownership interest in the Trust, (iv) consummating certain
transactions contemplated by, and performing its obligations under, the
Operative Agreements, and (v) engaging in certain activities incidental to the
foregoing.
(b) The Depositor hereby authorizes and directs the Owner Trustee or
(in the case of tax administration matters, its agent) (i) to execute and
deliver, as trustee for and on behalf of the Trust, the Operative Agreements to
which the Trust is a party and all other agreements, documents, instruments and
certificates contemplated to be executed and delivered by the Trust pursuant to
the Operative Agreements and, pursuant to the terms of the Indenture, to
execute, issue and deliver the Bonds to the Indenture Trustee; (ii) to execute
and deliver the Ownership Certificate to the Depositor; (iii) as and to the
extent provided in the Indenture, to pledge the Trust Estate as security for
repayment of the Bonds and, in connection therewith, to deliver (or cause to be
delivered) to the Indenture Trustee each of the documents and instruments
contemplated by the Granting Clause of the Indenture; (iv) to take whatever
action shall be required to be taken by the Trust by the terms of, and exercise
its rights and perform its duties under, each of the documents, agreements,
instruments and certificates referred to in clauses (i) through (iii) above as
set forth in such documents, agreements, instruments and certificates; and (v)
subject to the terms of this Deposit Trust Agreement, to take such other action
in connection with the foregoing as the Ownership Certificateholder may from
time to time direct in writing as provided in Section 5.1(b) hereof.
SECTION 2.4 Execution and Delivery of the Ownership Certificate.
(a) The Owner Trustee shall, on the date hereof, execute and cause
to be authenticated and delivered to and upon the order of the Depositor, the
Ownership Certificate evidencing a 100% Certificate Percentage Interest and the
entire beneficial ownership of the Trust. The Ownership Certificate will be
designated as such. The rights of the Ownership Certificateholder to receive
distributions from the proceeds of the Trust in respect of its Ownership
Certificate are set forth in this Deposit Trust Agreement. The Ownership
Certificate will be transferable only in accordance with Section 12.1 of this
Deposit Trust Agreement.
(b) The Ownership Certificate will be substantially in the form
attached hereto as Exhibit A; provided that the Ownership Certificate may be
issued with appropriate insertions, omissions, substitutions and variations, and
may have imprinted or otherwise reproduced thereon such legend or legends, not
inconsistent with the provisions of this Deposit Trust Agreement, as may be
required to comply with any Law or to conform to general usage. The Ownership
Certificate will be issuable in registered form only.
(c) The Owner Trustee, on behalf of the Trust, shall cause to be
kept a register (the "Ownership Certificate Register") in which, subject to such
reasonable regulations as it may prescribe, the Owner Trustee, on behalf of the
Trust, shall provide for the registration of the Ownership Certificate and of
transfers and exchanges of the Ownership Certificate as herein provided. The
Owner Trustee shall serve as "Ownership Certificate Registrar" for the purpose
of registering the Ownership Certificate and transfers and exchanges of the
Ownership Certificate as herein provided. Upon any resignation or removal of the
Owner Trustee as provided herein, the successor owner trustee shall immediately
succeed to its predecessor's duties as Ownership Certificate Registrar.
The Ownership Certificate may be printed or in typewritten or
similar form, and the Ownership Certificate shall, upon original issue, be
executed by the Owner Trustee and authenticated by the Ownership Certificate
Registrar and delivered to or upon the order of the Depositor. The Ownership
Certificate shall be executed by manual or facsimile signature on behalf of the
Trust by an Authorized Officer of the Owner Trustee, not individually, but
solely as Owner Trustee hereunder. An Ownership Certificate bearing the
signatures of individuals who were at the time of signing Authorized Officers of
the Owner Trustee shall bind the Trust, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the delivery of such
Ownership Certificate or did not hold such offices at the date of such Ownership
Certificate. No Ownership Certificate shall be entitled to any benefit under
this Deposit Trust Agreement, or be valid for any purpose, unless there appears
on such Ownership Certificate a certificate of authentication in the form set
forth on the signature page of the form of Ownership Certificate attached hereto
as Exhibit A, executed by the Ownership Certificate Registrar by manual
signature, and such certificate of authentication upon the Ownership Certificate
shall be conclusive evidence, and the only evidence, that the Ownership
Certificate has been duly authenticated and delivered hereunder. The Ownership
Certificate shall be dated the date of its authentication.
SECTION 2.5 Activities of the Trust. It is the intention of the
parties hereto that the Trust shall not engage in any business or activities
other than in connection with, or relating to, the purposes specified in Section
2.3(a). The operations of the Trust will be conducted in accordance with the
following standards (and the Owner Trustee, the Depositor and the Ownership
Certificateholder (by its acceptance of the Ownership Certificate) hereby agree
to use their best reasonable efforts to cause the operations of the Trust to be
conducted in accordance herewith):
(i) The Trust will observe all procedures required by this Deposit
Trust Agreement.
(ii) Subject to Sections 5.1 and 5.4, the business and affairs of the
Trust will be managed by or under the direction of the Owner
Trustee. Except as otherwise expressly provided in this Deposit
Trust Agreement, neither the Depositor nor Ownership
Certificateholder will have any authority to act for, or to
assume any obligation or responsibility on behalf of, the Trust.
(iii) TheTrust will act solely in its name and through its or the
Owner Trustee's duly authorized officers or agents in the
conduct of its business. The Trust will: (A) other than for
federal income tax purposes, hold itself out as a separate
entity, (B) correct any known misunderstandings regarding its
status as a separate entity, (C) other than for federal income
tax purposes, not identify itself as a division of any other
Person or entity, (D) not operate or purport to operate as an
integrated, single economic unit with respect to the Depositor
or the Ownership Certificateholder or any other entity; (E) not
seek or obtain credit or incur any obligation to any third party
based upon the assets of the Depositor, the Ownership
Certificateholder or any other Affiliate; or (F) not induce any
such third party to reasonably rely on the creditworthiness of
the Depositor, the Ownership Certificateholder, or any other
Affiliated or unaffiliated entity.
(iv) The Depositor shall not finance the Trust's operations and the
Trust does not finance the operations of the Depositor. Each of
the Depositor and the Trust will provide for its own operating
expenses and liabilities from its own funds. General overhead
and administrative expenses of the Trust will not be charged or
otherwise allocated to the Depositor or the Ownership
Certificateholder (except indirectly, as the owner of the
Ownership Certificate) and such expenses of the Depositor and
the Ownership Certificateholder will not be charged or otherwise
allocated to the Trust.
(v) The Trust shall not hold its assets and credit out and shall not
allow its assets and credit to be held out by another entity as
being available to satisfy the obligations of the Depositor, the
Ownership Certificateholders or any other entity, except to the
extent its credit is available to satisfy the obligations in
connection with the issuance of the Bonds. The Trust shall not
hold out the assets and credit of the Depositor and shall not
allow the Depositor to hold out the Depositor's assets and
credit as being available to satisfy the obligations of the
Trust.
(vi) There will be no guarantees made by the Trust with respect to
obligations of the Depositor, the Ownership Certificateholder,
or any of their Affiliates and the Trust shall not allow the
Depositor to guarantee the obligations of the Trust. There will
not be any indebtedness relating to borrowings or loans between
the Trust and the Depositor, the Ownership Certificateholder, or
any of their Affiliates.
(vii) The Trust shall maintain adequate capital in light of its
business operations.
(viii) The Trust will keep correct and complete books and records of
accounts and minutes of the meetings and other proceedings of
its trustees, separate from those of the Depositor, the
Ownership Certificateholder or any subsidiary or Affiliate and
will keep separate funds and accounts from the Depositor, the
Ownership Certificateholder and any other Person. Any such
resolutions, agreements and other instruments will be
continuously maintained as official records by the Trust.
(ix) The Trust and the Depositor shall keep separate their respective
funds, bank accounts and other assets and shall not commingle
such funds, bank accounts and other assets with those of the
Depositor, the Ownership Certificateholder, or any other
Affiliates thereof.
(x) If and to the extent applicable, the Trust shall cause the
preparation of financial statements that are separate from those
of the Depositor or the Ownership Certificateholder, and any
other Affiliates, other than in connection with the federal
income tax returns of the Depositor or the Ownership
Certificateholder (although the Trust's financial statements may
be presented as part of the consolidated financial statements of
an Affiliate where required by generally accepted accounting
principles; provided, however, that such consolidated statements
shall bear a note stating that the Trust has separate assets and
liabilities that are shown on the Trust's separate financial
statement).
(xi) The Trust will not engage in any transaction with an Affiliate
on any terms other than would be obtained in an arm's-length
transaction with a non-Affiliate and any such transactions will
be appropriately documented in the Trust's records.
(xii) The Trust will conduct its business under names or trade names
so as not to mislead others as to the separate identity of the
Trust. Without limiting the generality of the foregoing, all
oral and written communications, including letters, invoices,
contracts, statements and applications will be made solely in
the name of the Trust if related to the Trust. The Trust will
have separate stationery and other business forms.
(xiii) The Trust will maintain its principal place of business in the
State of Delaware.
(xiv) The Trust will not incur indebtedness, except in connection with
the issuance of the Bonds.
(xv) The Trust shall not acquire the obligations or securities of the
Depositor, the Ownership Certificateholder or any of their
Affiliates.
(xvi) The Trust shall not make loans to any other entity or hold
evidence of indebtedness issued by another entity, except in
connection with the issuance of the Bonds. (xvii) The Trust
shall not pledge its assets to any entity, except in connection
with the issuance of the Bonds.
(xviii) The Trust shall observe all business formalities.
(xix) All transactions between the Holding Trust (or any of its
Affiliates), on the one hand, and the Trust, on the other, are,
and will be, duly authorized and documented, and recorded
accurately in the appropriate books and records of the Trust.
All such transactions are and will be intrinsically fair to each
party, commercially reasonable and on the same terms as would be
available in an arm's length transaction with a person or entity
that is not an Affiliate, constitute exchanges for fair
consideration and for reasonably equivalent value, and are made
in good faith and without any intent to hinder, delay, or
defraud creditors. The Trust will not take any action, and will
not engage in transactions with the Holding Trust or any of its
Affiliates unless the trustee(s) of the Holding Trust, if the
Holding Trust is a party to such transaction, and the
appropriate trustee(s) of the Trust, determine in a reasonable
fashion that such actions or transactions are in their
respective entities' best interests.
ARTICLE III
[RESERVED]
ARTICLE IV
RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME
FROM THE TRUST ESTATE
SECTION 4.1 Distribution of Payments.
(a) In the event that, following the Cut-Off Date and prior to the
lien on the Trust Estate under the Indenture having been discharged and
released, any payments on account of the Mortgage Loans or other assets of the
Trust Estate are received directly (rather than through the Indenture Trustee)
by the Owner Trustee, the Trust, the Depositor or an Ownership
Certificateholder, the Person so receiving such payment shall, promptly upon
receipt, deliver such payment over to the Indenture Trustee without deduction,
set-off or adjustment of any kind.
(b) The parties hereto acknowledge that pursuant to the terms of the
Indenture, after payment by the Indenture Trustee of any and all amounts payable
under Section 3.10 of the Indenture and of all required payments on the Bonds on
each Payment Date, the remaining Available Payment Amount in the Payment Account
is required to be remitted by the Indenture Trustee to the Ownership
Certificateholder. The Owner Trustee or the Ownership Certificateholder may
direct the Indenture Trustee to distribute such remaining Available Payment
Amount on any such Payment Date in a manner consistent with Section 4.2.
SECTION 4.2 Payments.
Subject to Section 4.4 hereof, payments to the Ownership
Certificateholder on each Payment Date will be made to the Ownership
Certificateholder of record on the related Record Date. Payments to the
Ownership Certificateholder shall be made by wire transfer of immediately
available funds to the account of the Ownership Certificateholder at a bank or
other entity having appropriate facilities therefor designated by the Ownership
Certificateholder. Final payment on the Ownership Certificate will be made in
like manner, but only upon presentment and surrender of the Ownership
Certificate at the office of the Ownership Certificate Registrar or such other
location specified in the notice to Ownership Certificateholder of such final
payment.
SECTION 4.3 Access to Certain Documentation and Information. The
Owner Trustee shall provide, or cause to be provided, to the Ownership
Certificateholder access to all reports, documents and records maintained by, or
on behalf of, the Owner Trustee in respect of its duties hereunder, such access
being afforded without charge but only upon reasonable written request and
during normal business hours at offices designated by the Owner Trustee.
SECTION 4.4 Compliance with Withholding Requirements. In the event
that the Owner Trustee is required (whether on liquidation of the Trust or
otherwise) to make payments to the Depositor or the Ownership Certificateholder,
notwithstanding any other provisions of this Deposit Trust Agreement, the Owner
Trustee (or the Owner Trustee's Agent) shall comply with all federal withholding
requirements with respect to payments to the Depositor or the Ownership
Certificateholder that the Owner Trustee reasonably believes are applicable
under the Code. The consent of the Depositor or the Ownership Certificateholder,
as the case may be, shall not be required for any such withholding. The parties
hereto understand and agree that the Owner Trustee shall not be required to
increase the amount of any such payments to adjust or compensate for the amount
of such withholding (or any other amounts).
ARTICLE V
DUTIES OF THE OWNER TRUSTEE
SECTION 5.1 Notice of Certain Events; Action by the Owner Trustee.
(a) Whenever the Owner Trustee, is requested or, as to any
particular matter, notified of its authority, by any Person, to take any action
or to give any consent, approval or waiver that it is entitled to take or give
on behalf of the Trust in such capacity, the Owner Trustee shall promptly notify
the Ownership Certificateholder of such request or notice in such detail as is
available to it.
(b) Notwithstanding any provision contained herein to the contrary
and subject to the Owner Trustee's rights in this Deposit Trust Agreement to be
indemnified for its acts and omissions with respect to matters concerning this
Deposit Trust Agreement, the Operative Agreements, the Trust Estate or the
Mortgage Loans, the Owner Trustee shall take or refrain from taking such action
as the Ownership Certificateholder shall so direct in writing, provided that
such written directions do not contradict the directions contained in Sections
2.2(d), 2.3, 2.5, 5.1, 6.6, 8.1, 8.3, 8.4, 9.1, 9.2, 10.1, 10.2, 12.1(e),
12.1(f), 13.1, or 13.10 of this Deposit Trust Agreement or conflict with the
Issuer's obligations under the Operative Agreements. The Owner Trustee may, from
time to time, request (in writing), written instructions from the Ownership
Certificateholder and shall request (in writing), written instructions from the
Ownership Certificateholder if the Owner Trustee has Actual Knowledge that a
default shall have occurred and is continuing under the Administration Agreement
or the Indenture. To the extent the Owner Trustee acts, or refrains from acting,
in good faith in accordance with any written instructions of the Ownership
Certificateholder, the Owner Trustee shall not be liable on account of such
action or inaction to any Person.
(c) Notwithstanding any direction of the Ownership Certificateholder
to the contrary or any provision hereof to the contrary, the Owner Trustee shall
not, without the written consent of the Indenture Trustee, execute any direction
of the Ownership Certificateholder that might result in the Trust being
terminated prior to the satisfaction and discharge of the lien of the Indenture
on the Trust Estate or prior to the payment in full of the principal of and
accrued interest on the Bonds.
SECTION 5.2 Distribution of Reports. The Owner Trustee shall
promptly (but not later than seven (7) Business Days following receipt thereof)
distribute to the Depositor and the Ownership Certificateholder such reports,
notices, statements and written materials which it actually receives as Owner
Trustee or otherwise on behalf of the Trust hereunder or under any of the other
Operative Agreements.
SECTION 5.3 Action Required Only if Owner Trustee is Indemnified.
The Owner Trustee shall not be required to take any action under Section 5.1(b)
if the Owner Trustee shall reasonably determine, or shall have been advised by
counsel, that such action is likely to result in personal liability for which
the Owner Trustee has not been and will not be adequately indemnified or is
contrary to the terms hereof or of any Operative Agreement or is otherwise
contrary to applicable Law.
SECTION 5.4 No Duties Except as Specified in Deposit Trust Agreement
or Instructions.
(a) The Owner Trustee shall not have any duty or obligation to
manage, control, use, make any payment in respect of, register, record, insure,
inspect, sell, dispose of or otherwise deal with the Mortgage Loans or any other
part of the Trust Estate, or to otherwise take or refrain from taking any action
under or in connection with any Operative Agreement to which the Trust is a
party, except as expressly provided by the terms of this Deposit Trust Agreement
or any such other Operative Agreement or in written instructions from the
Ownership Certificateholder received pursuant to Section 5.1(b); and no implied
duties or obligations shall be read into this Deposit Trust Agreement against
the Owner Trustee, other than the obligation of the Owner Trustee to exercise
such of the rights and powers vested in it by this Deposit Trust Agreement in
good faith and in a manner which is not grossly negligent and which does not
constitute willful misconduct. Notwithstanding the foregoing, the Owner Trustee
shall be deemed to have discharged its duties and responsibilities hereunder and
under the Operative Agreements to the extent the Administrator has agreed in the
Administration Agreement to perform any act or to discharge any duty of the
Owner Trustee or the Trust hereunder or under any Operative Agreement, and the
Owner Trustee shall not be held liable for the default or failure of the
Administrator to carry out its obligations under the Administration Agreement or
this Deposit Trust Agreement. The Bank (and any successor trustee or co-trustee)
nevertheless agrees that it will, at its own cost and expense, promptly take all
action as may be necessary to discharge any liens on the Trust Estate arising
by, through or under the Owner Trustee (or such successor trustee or co-trustee,
as the case may be) in its individual capacity.
(b) Without limiting the generality of the foregoing subsection (a),
except as otherwise explicitly provided in this Deposit Trust Agreement or in
any other Operative Agreement to which the Trust is a party, the Owner Trustee,
and the Bank shall have no duty to (i) file or record any of the Operative
Agreements or any other document, or to maintain or continue any such filing or
recording or to refile or rerecord any such document, (ii) pay or discharge any
tax or any lien owing with respect to or assessed or levied against any part of
the Trust Estate, other than to forward notice of such tax or lien received by
the Owner Trustee to the Ownership Certificateholder and the Indenture Trustee,
(iii) confirm, verify, investigate or inquire into the failure of any party to
receive any reports or financial statements in connection with the Mortgage
Loans, (iv) ascertain or inquire as to the performance or observance of any
Person under or of any of the Operative Agreements, or (v) manage, control,
sell, dispose of or otherwise deal with the Mortgage Loans or any part thereof
or any other part of the Trust Estate.
ARTICLE VI
THE OWNER TRUSTEE
SECTION 6.1 Acceptance of Trust and Duties. The Bank accepts the
trust hereby created and agrees to perform the same, but only upon the terms of
this Deposit Trust Agreement in accordance with the standard of care set forth
in Section 5.4(a). The Bank agrees to receive and disburse all moneys
constituting part of the Trust Estate actually received by it as Owner Trustee
in accordance with the terms of this Deposit Trust Agreement. The Bank and the
Owner Trustee shall not be answerable or accountable under any circumstances,
except for (i) its own willful misconduct or gross negligence, (ii) the
inaccuracy of any of its representations or warranties contained in Section 6.2
of this Deposit Trust Agreement, (iii) its failure to perform obligations
expressly undertaken by it in this Deposit Trust Agreement in accordance with
the standard of care set forth in Section 5.4(a), (iv) taxes based on or
measured by any fees, commissions or compensation received by it for acting as
Owner Trustee in connection with any of the transactions contemplated by this
Deposit Trust Agreement or any of the Operative Agreements, (v) its failure to
use due care to receive and disburse moneys actually received by it in
accordance with the terms hereof, or to use due care in the appointment of any
Agent with respect to such responsibilities, and (vi) any other claims, amounts
or taxes otherwise excluded from the Depositor's indemnity obligations pursuant
to Article VII.
SECTION 6.2 Limited Representations or Warranties of the Owner
Trustee. Neither the Bank nor the Owner Trustee makes (i) any representation or
warranty, either express or implied, as to the title to or value of the Mortgage
Loans, (ii) any representation or warranty as to the validity or enforceability
of any of the Operative Agreements except as set forth below, or (iii) any
representation or warranty as to the accuracy of any statement made by a Person
other than the Bank contained in any of the Operative Agreements. The Bank
represents, warrants and covenants to and for the benefit of the Depositor, the
Indenture Trustee (for the benefit of the Bondholders) and the Ownership
Certificateholder that:
(a) The Bank is a banking corporation, duly organized, validly
existing and in good standing under the Laws of the State of
Delaware;
(b) The execution and delivery by the Bank, and the performance and
compliance by the Bank with the terms of this Deposit Trust
Agreement and any and all documents to be executed or delivered by
the Bank in its individual capacity in connection with this
Deposit Trust Agreement and to fulfill its obligations under, and
to consummate the transactions contemplated by, this Deposit Trust
Agreement and other documents executed in connection herewith to
which the Bank is a party, will not violate any provisions of the
Bank's charter or by-laws, and no consent, approval, authorization
or order of or filing with or notice to any court or governmental
agency or body is required for the execution, delivery or
performance by the Bank of this Deposit Trust Agreement;
(c) The Bank has full power and authority and has taken all action
necessary to execute and deliver this Deposit Trust Agreement and
any and all documents to be executed or delivered by it in its
individual capacity in connection with this Deposit Trust
Agreement and to fulfill its obligations under, and to consummate
the transactions contemplated by, this Deposit Trust Agreement and
such other documents executed in connection herewith to which the
Bank is a party, and this Deposit Trust Agreement and such other
documents executed in connection herewith to which the Bank is a
party are the legal, valid and binding obligations of the Bank, in
its individual capacity, enforceable against the Bank in
accordance with their respective terms, except as such terms may
be limited by bankruptcy, insolvency, receivership,
reorganization, moratorium or other similar Laws affecting the
rights of creditors generally and by general principles of equity;
(d) The consummation of the transactions hereby contemplated do not
conflict with, violate or contravene any Law, rule, regulation or
judicial, governmental or administrative order applicable to the
Bank or conflict with, result in a breach of or constitute a
default under any of the terms, conditions or provisions of any
agreement or instrument to which the Bank is a party or by which
it is bound, or any order or decree applicable to the Bank, or
result in the creation or imposition of any lien on any of the
Bank's assets or property, which would materially and adversely
affect the ability of the Bank or Owner Trustee to carry out the
transactions contemplated by this Deposit Trust Agreement; and
(e) There is no action, suit or proceeding pending against the Bank,
in its individual capacity or as Owner Trustee, in any court or by
or before any other governmental agency or instrumentality which
would materially and adversely affect the ability of the Bank, in
its individual capacity or as Owner Trustee, to carry out the
transactions contemplated by this Deposit Trust Agreement.
SECTION 6.3 Trust Accounts. Moneys received by the Owner Trustee
hereunder shall be segregated in a trust account maintained with a federal or
state chartered depository institution or trust company having corporate trust
powers acting in its fiduciary capacity.
SECTION 6.4 Reliance; Advice of Counsel. The Owner Trustee shall not
incur any liability to any Person in acting upon any signature, instrument,
notice, resolution, request, consent, order, certificate, report, opinion, bond
or other document or paper believed by it to be genuine and believed by it in
good faith to be signed by the proper party or parties. The Owner Trustee may
accept and rely upon a certified copy of a resolution of the board of directors
or other governing body of any corporate party as conclusive evidence that such
resolution has been duly adopted by such body and that the same is in full force
and effect. As to any fact or matter the manner of ascertainment of which is not
specifically prescribed herein, the Owner Trustee may for all purposes hereof
rely on an Officers' Certificate of the relevant party, as to such fact or
matter, and such Officers' Certificate shall constitute full protection to the
Owner Trustee for any action taken or omitted to be taken by it in good faith in
reliance thereon. In the administration of the Trust hereunder, the Owner
Trustee may execute any of the trusts or powers hereof and perform its powers
and duties hereunder directly or through Agents and may consult with counsel,
accountants and other skilled Persons to be selected and employed by it, and the
Owner Trustee shall not be liable for anything done, suffered or omitted in good
faith by it in accordance with the written advice or opinion of counsel,
accountant or other skilled Persons, so long as the Owner Trustee had no Actual
Knowledge that it could not reasonably rely on such advice or opinion and so
long as any such Persons were appointed with due care.
SECTION 6.5 Not Acting in Individual Capacity. In accepting the
Trust hereby created, the Bank acts solely as Owner Trustee hereunder and not in
its individual capacity and all Persons having any claim against the Owner
Trustee by reason of the transactions contemplated by the Operative Agreements
shall look only to the Trust Estate (or a part thereof, as the case may be) for
payment or satisfaction thereof, except as specifically provided in this Deposit
Trust Agreement. The Owner Trustee shall not have any responsibility or
liability for or with respect of the genuineness, value, sufficiency or validity
of the Trust Estate, the recitals contained herein or in any Operating
Agreement, or the sufficiency of any Operating Agreement.
SECTION 6.6 Books and Records; Tax Returns. The Owner Trustee shall
be responsible for the keeping of all appropriate books and records relating to
the receipt and disbursement of all moneys that it may receive or be entitled to
hereunder. The Owner Trustee (or the Owner Trustee's Agent) shall prepare or
cause to be prepared and sign and file any income tax return, if required to be
filed by the Trust, based upon an Opinion of Counsel provided by the Ownership
Certificateholder, in connection with the transactions contemplated hereby or by
any of the other Operative Agreements, other than any applicable information
returns to be delivered to Bondholders or filed with the IRS, which shall be the
responsibility of the Indenture Trustee, not more than 60 nor less than 30 days
prior to the due date of the tax return; provided, that so long as 100% of the
equity interest in the Trust is 100% owned by a single REIT or QRS, no such tax
return shall be required to be filed by the Owner Trustee (or the Owner
Trustee's Agent). The Owner Trustee (or the Owner Trustee's Agent) shall upon
request by the Ownership Certificateholder furnish the Ownership
Certificateholder with all such information as may be reasonably required by the
Ownership Certificateholder or the Mortgage Loan Seller in connection with the
preparation of their respective tax returns.
ARTICLE VII
COMPENSATION, REIMBURSEMENT AND INDEMNIFICATION
OF THE OWNER TRUSTEE
SECTION 7.1 Compensation of the Owner Trustee. The Owner Trustee
shall receive as compensation for its services the Owner Trustee Fee, as has
been separately agreed upon in writing between the Depositor and Owner Trustee,
such amount to be payable: first, as provided in the Indenture; and, second, to
the extent not paid pursuant to clause first of this sentence within 60 days of
first becoming due, by the Depositor.
SECTION 7.2 Reimbursement and Indemnification of the Owner Trustee.
(a) The Owner Trustee shall be reimbursed for its reasonable
expenses (including reasonable attorneys' fees) incurred in the performance of
its duties as Owner Trustee hereunder and compensated reasonably for any
extraordinary services rendered hereunder, except to the extent that such
expenses arise out of or result from (i) the Owner Trustee's own willful
misconduct or gross negligence, (ii) the inaccuracy of any of the Owner
Trustee's representations or warranties contained in Section 6.2 of this Deposit
Trust Agreement, (iii) the Owner Trustee's failure to perform obligations
expressly undertaken by it in this Deposit Trust Agreement in accordance with
the standard of care set forth in Section 5.4(a), (iv) taxes based on or
measured by any fees, commissions or compensation received by the Owner Trustee
for acting as such in connection with any of the transactions contemplated by
this Deposit Trust Agreement or any of the other Operative Agreements, and (v)
the Owner Trustee's failure to use due care to receive and disburse moneys
actually received by it in accordance with the terms hereof, or to appoint any
Agent with respect to such responsibility.
(b) The Owner Trustee shall be indemnified and held harmless from
and against any and all liabilities, obligations, indemnity obligations, losses
(excluding loss of anticipated profits), damages, claims, actions, suits,
judgments, out-of-pocket costs, expenses and disbursements (including legal and
consultants' fees and expenses) of any kind and nature whatsoever (collectively,
the "Liabilities") which may be imposed on, incurred by or asserted at any time
against the Owner Trustee in any way relating to or arising out of the Trust
Estate, any of the properties included therein, the administration of the Trust
Estate or any action or inaction of the Owner Trustee hereunder or under the
Operative Agreements, except to the extent that such Liabilities arise out of or
result from (i) the Owner Trustee's own willful misconduct or gross negligence,
(ii) the inaccuracy of any of the Owner Trustee's representations or warranties
contained in Section 6.2 of this Deposit Trust Agreement, (iii) the Owner
Trustee's failure to perform obligations expressly undertaken by it in this
Deposit Trust Agreement in accordance with the standard of care set forth in
Section 5.4(a), (iv) taxes based on or measured by any fees, commissions or
compensation received by the Owner Trustee for acting as such in connection with
any of the transactions contemplated by this Deposit Trust Agreement or any
other Operative Agreements, and (v) the Owner Trustee's failure to use due care
to receive and disburse moneys actually received by it in accordance with the
terms hereof, or to appoint any Agent with respect to such responsibilities. The
indemnities contained in this Section 7.2(b) shall survive the termination of
this Deposit Trust Agreement and the removal or resignation of the Owner Trustee
hereunder.
(c) Any reimbursements and indemnities to the Owner Trustee pursuant
to this Section 7.2 shall be payable: first, as an Additional Expense pursuant
to the Indenture; and, second, to the extent not paid pursuant to clause first
within 60 days of first being incurred, by the Depositor.
SECTION 7.3 [Reserved].
ARTICLE VIII
TERMINATION OF DEPOSIT TRUST AGREEMENT
SECTION 8.1 Termination. The Trust shall not be terminated,
dissolved or liquidated under this Section 8.1 until the Bonds have been paid in
full and the lien on the Trust Estate created by the Indenture has been
released.
This Trust may be dissolved and this Deposit Trust Agreement may be
terminated by the Ownership Certificateholder at any time prior to the issuance
of the Bonds and the pledge of the Trust Estate pursuant to the Indenture, and
at any time after the Indenture is discharged in accordance with Article IV
thereof, and this Trust may be dissolved and this Deposit Trust Agreement shall
terminate in connection with the final payment or other liquidation of the last
remaining Mortgage Loan and REO Property. With respect to any such event, this
Deposit Trust Agreement and the estate and rights thereby granted by the
Depositor to the Owner Trustee in the Trust Estate shall cease, terminate and be
void as of the date of the final distribution by the Owner Trustee of all the
assets in the Trust Estate pursuant to this Section 8.1 and Section 4.2. After
payment of all amounts then due and payable to the Owner Trustee pursuant to
Sections 7.1 and 7.2 hereof, all right, title and interest in the Trust Estate
still held by the Owner Trustee at the time of such termination shall be
transferred, assigned and paid over to the Ownership Certificateholder or its
designee. Except as provided in this Section 8.1, neither the Depositor nor any
Ownership Certificateholder shall be entitled to revoke or terminate the Trust
or this Deposit Trust Agreement.
SECTION 8.2 Further Assurances by the Owner Trustee upon
Termination. Upon termination of this Trust, the Owner Trustee shall take such
action as may be requested in writing by the Ownership Certificateholder to
transfer the remaining assets of the Trust to the Ownership Certificateholder or
the Ownership Certificateholder's designee, including the execution of
instruments of transfer or assignment with respect to the Mortgage Loans and any
of the Operative Agreements to which the Trust is a party.
SECTION 8.3 Insolvency of the Ownership Certificateholder. The
bankruptcy, liquidation, dissolution, death, insolvency or other similar
incapacity of the Ownership Certificateholder shall not (i) operate to terminate
this Deposit Trust Agreement, (ii) entitle the Ownership Certificateholder's
legal representatives or heirs to claim an accounting or to take any action in
any court for a partition or winding up of the Trust or Trust Estate or (iii)
otherwise affect the rights, obligations and liabilities of the parties hereto.
SECTION 8.4 Limitations on Insolvency . Notwithstanding any other
provisions in this Deposit Trust Agreement to the contrary, neither the Owner
Trustee nor the Depositor shall be required to accept a direction from the
Ownership Certificateholder to: (i) file or consent to the filing of any
bankruptcy, insolvency or reorganization case or proceeding; institute any
proceedings under any applicable insolvency Law or otherwise seek relief under
any Laws relating to the relief from debts or the protection of debtors
generally; (ii) seek or consent to the appointment of a receiver, liquidator,
assignee, sequestrator, custodian or any similar official for the Trust or the
Depositor or a substantial portion of their respective assets; (iii) make any
assignment for the benefit of the creditors of either the Trust or the
Depositor; (iv) take any action in furtherance of any of the foregoing, unless
and until the date which is one year and one day after the date on which the
Bonds have been paid in full and the lien on the Trust Estate has been released.
The Ownership Certificateholder shall have no authority to effect on behalf of
the Trust the filing of any bankruptcy, insolvency, reorganization case,
liquidation or other proceeding under any United States federal or state
bankruptcy or similar law.
SECTION 8.5 Cancellation of Certificate of Trust. Upon the winding
up of the Trust and the payment of its obligations in accordance with applicable
Law, the Owner Trustee shall cause the Certificate of Trust to be canceled by
filing a certificate of cancellation with the Secretary of State of the State of
Delaware in accordance with the provisions of Section 3810 of the Business Trust
Statute, and the Trust shall terminate.
SECTION 8.6 Surrender of Ownership Certificate.
Notice of any termination of the Trust, specifying the Payment Date
upon which the Ownership Certificateholder shall surrender its Ownership
Certificate to the Owner Trustee for payment of the final distributions and
cancellation, shall be given by the Owner Trustee to the Ownership
Certificateholder mailed within five Business Days of receipt by the Owner
Trustee of notice of such termination pursuant to Section 8.1, which notice
given by the Owner Trustee shall state (i) the Payment Date upon or with respect
to which final payment of the ownership Certificate shall be made upon
presentation and surrender of the Ownership Certificate at the office of the
Owner Trustee therein designated, (ii) the amount of any such final payment and
(iii) that the Record Date otherwise applicable to such Payment Date is not
applicable, payments being made only upon presentation and surrender of the
Ownership Certificates at the office of the Owner Trustee therein specified.
Upon presentation and surrender of the Ownership Certificates, the Ownership
shall cause to be distributed to Ownership Certificateholder amounts
distributable on such Payment Date pursuant to Section 4.1 of this Deposit Trust
Agreement.
In the event that the Ownership Certificateholder shall not
surrender its Ownership Certificate for cancellation within six months after the
date specified in the above mentioned written notice, the Owner Trustee shall
give a second written notice to the remaining Ownership Certificateholder to
surrender its Trust Certificate for cancellation and receive the final
distribution with respect thereto. If within one year after the second notice
the Ownership Certificates shall not have been surrendered for cancellation, the
Owner Trustee may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the Ownership Certificateholder concerning
surrender of its Trust Certificates, and the cost thereof shall be paid out of
the funds and other assets that shall remain subject to this Deposit Trust
Agreement.
ARTICLE IX
SUCCESSOR OWNER TRUSTEES, CO-OWNER TRUSTEES
AND SEPARATE OWNER TRUSTEES
SECTION 9.1 Resignation of the Owner Trustee; Appointment of
Successor.
(a) The Owner Trustee may resign at any time (and shall immediately
resign if it ceases to be an Eligible Trustee) by giving at least 60 days
written notice to the Ownership Certificateholder, the Depositor, the Indenture
Trustee and the Administrator, such resignation to be effective on the
acceptance of appointment by a successor Owner Trustee under Section 9.1(b)
hereof. The Depositor shall remove the Owner Trustee by written notice, a copy
of which shall be concurrently delivered by the Depositor to the Ownership
Certificateholder, the Indenture Trustee and the Administrator, if the Owner
Trustee ceases to be an Eligible Trustee and fails to resign immediately. The
Owner Trustee otherwise may be removed with or without cause at any time by the
Ownership Certificateholder with 60 days' prior written notice, a copy of which
notice shall be concurrently delivered by the Ownership Certificateholder to the
Depositor, the Indenture Trustee and the Administrator. Any such removal shall
be effective upon the acceptance of appointment by a successor Owner Trustee
under Section 9.1(b) hereof. In the event of the resignation or removal of the
Owner Trustee, the Ownership Certificateholder may appoint a successor Owner
Trustee by an instrument signed by the Ownership Certificateholder. If a
successor Owner Trustee shall not have been appointed within 60 days after the
giving of written notice of such resignation or the delivery of the written
instrument with respect to such removal, the Owner Trustee, the Depositor, the
Indenture Trustee, the Administrator or the Ownership Certificateholder may
apply to any court of competent jurisdiction to appoint a successor Owner
Trustee to act until such time, if any, as a successor shall have been appointed
and shall have accepted its appointment as above provided. Any successor Owner
Trustee so appointed by such court shall immediately and without further act be
superseded by any successor Owner Trustee appointed as above provided within one
year from the date of the appointment by such court.
(b) Any successor Owner Trustee, however appointed, shall execute
and deliver to the predecessor Owner Trustee and the Indenture Trustee an
instrument accepting such appointment and shall furnish a photocopy of such
instrument to the Ownership Certificateholder, and thereupon such successor
Owner Trustee, without further act, shall become vested with all the estates,
properties, rights, powers, duties and trusts of the predecessor Owner Trustee
herein; but nevertheless, upon the written request of such successor Owner
Trustee such predecessor Owner Trustee shall execute and deliver an instrument
transferring to such successor Owner Trustee, upon the trusts herein expressed,
all the estates, properties, rights, powers, duties and trusts of such
predecessor Owner Trustee and such predecessor Owner Trustee shall duly assign,
transfer, deliver and pay over to such successor Owner Trustee all moneys or
other property then held by such predecessor Owner Trustee upon the trusts
herein expressed.
(c) Any successor Owner Trustee shall be an Eligible Trustee,
willing, able and legally qualified to perform the duties of the Owner Trustee
hereunder and shall not be an Affiliate of the Depositor, the Mortgage Loan
Seller, the Master Servicer, the Special Servicer or the Indenture Trustee or
any Ownership Certificateholder at the time of its appointment.
(d) Any entity into which the Owner Trustee may be merged or
converted or with which it may be consolidated, or any entity resulting from any
merger, conversion or consolidation to which the Owner Trustee shall be a party,
or any entity to which substantially all the corporate trust business of the
Owner Trustee may be transferred, shall, subject to the terms of Section 9.1(c)
hereof, be the Owner Trustee under this Deposit Trust Agreement without any
further act.
SECTION 9.2 Co-Trustees and Separate Trustees. Whenever the Owner
Trustee or the Indenture Trustee shall deem it necessary or prudent in order to
conform to any Law of any jurisdiction in which all or any part of the Trust
Estate shall be situated or to make any claim or be a party to any suit with
respect to the Trust Estate, the Ownership Certificate, the Bonds or any of the
Operative Agreements, the Owner Trustee or the Indenture Trustee shall be
advised in writing by counsel reasonably satisfactory to each of them that it is
so necessary or prudent, the Owner Trustee and the Ownership Certificateholder
shall execute and deliver an agreement supplemental hereto and all other
instruments and agreements, and shall take all other action, necessary or proper
to constitute one or more Persons, who need not meet the requirements of Section
9.1(c) hereof (and the Owner Trustee may appoint one or more of its officers),
either as co-trustees or co-trustees jointly with the Owner Trustee of all or
any part of the Trust Estate, or as separate trustee or separate trustees of all
or any part of the Trust Estate, and to vest in such Persons, in such capacity,
such title to the Trust Estate or any part thereof and such rights or duties as
may be necessary or desirable, all for such period and under such terms and
conditions as are reasonably satisfactory to the Owner Trustee and the Ownership
Certificateholder. In case any co-trustee or separate trustee shall die, become
incapable of acting, resign or be removed, the title to the Trust Estate and all
rights and duties of such co-trustee or separate trustee shall, so far as
permitted by Law, vest in and be exercised by the Owner Trustee, without the
appointment of a successor to such co-trustee or separate trustee.
SECTION 9.3 Notice. At all times that a successor Owner Trustee is
appointed under Section 9.1, an Owner Trustee resigns pursuant to such Section
9.1 or a co-trustee or separate trustee is appointed pursuant to Section 9.2,
the Ownership Certificateholder promptly shall give notice of such fact to the
Rating Agencies, if the Indenture has not been discharged.
ARTICLE X
SUPPLEMENTS AND AMENDMENTS
SECTION 10.1 Supplements and Amendments. Subject to Sections 10.2
and 10.3 of this Deposit Trust Agreement, at the written request of the
Ownership Certificateholder, this Deposit Trust Agreement shall be amended by a
written instrument signed by the Owner Trustee and the Ownership
Certificateholder, but if in the opinion of the Owner Trustee any instrument
required to be so executed materially and adversely affects any right, duty or
liability of, or immunity or indemnity in favor of the Owner Trustee under this
Deposit Trust Agreement or any of the other Operative Agreements to which the
Owner Trustee is a party, or would cause or result in any conflict with or
breach of any terms, conditions or provisions of, or default under, the Owner
Trustee's charter documents or by-laws or any document contemplated hereby to
which the Owner Trustee is a party, the Owner Trustee may in its sole discretion
decline to execute such instrument.
SECTION 10.2 Limitation on Amendments. Notwithstanding Section 10.1
or any other provision in this Deposit Trust Agreement to the contrary, the
Owner Trustee shall not, without the consent of the Indenture Trustee, amend
Sections 2.2(d), 2.3, 2.5, 5.1, 6.6, 8.1, 8.3, 8.4, 9.1, 9.2, 10.1, 10.2,
12.1(e) 12.1(f), 13.1 or 13.10 of this Deposit Trust Agreement, or execute any
amendment inconsistent therewith or that might result in the Trust being
terminated prior to the satisfaction and discharge of the lien of the Indenture
on the Trust Estate or otherwise have a material adverse effect on the
Bondholders. Furthermore, notwithstanding Section 10.1 or Section 10.3 hereof,
the Owner Trustee shall not execute any amendment without receiving written
confirmation from each Rating Agency that such amendment will not result in an
Adverse Rating Event, which confirmation shall be obtained by the Ownership
Certificateholder.
SECTION 10.3 Additional Amendment Provisions.
(a) It shall not be necessary for the consent of the Ownership
Certificateholder under this Article X to approve the particular form of any
proposed amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof shall be subject to such reasonable
regulations as the Owner Trustee may prescribe.
(b) The Owner Trustee, at any time from time to time, without the
consent of the Ownership Certificateholder, may, but shall not be obligated to
unless directed by the Ownership Certificateholder, amend this Deposit Trust
Agreement to modify, eliminate or add to any of its provisions, to such extent
as shall be necessary to prevent or reduce the imposition on the Trust of any
material federal, state or local taxes, at all times prior to the liquidation of
the Trust; provided, however, that such action, as evidenced by an Opinion of
Counsel acceptable to the Owner Trustee, is necessary or helpful to prevent the
imposition on the Trust of any such taxes.
(c) Prior to the execution of any amendment to this Deposit Trust
Agreement, the Owner Trustee shall be entitled to receive and rely upon an
Opinion of Counsel, at the expense of the party requesting such amendment (or,
if such amendment is requested by the Owner Trustee, then as an Additional
Expense of the Trust) stating that the execution of such amendment is authorized
or permitted by this Deposit Trust Agreement.
ARTICLE XI
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE DEPOSITOR
SECTION 11.1 Representations and Warranties of the Depositor.
(a) The Depositor represents and warrants as follows for the benefit
of the Indenture Trustee, the Bondholders and the Ownership Certificateholder:
(i) the Depositor is a corporation duly organized, validly existing
and in good standing under the Laws of the State of California,
has full power and authority, and has taken all action
necessary, to execute and deliver this Deposit Trust Agreement,
and any and all other documents to be executed or delivered by
it in connection with this Deposit Trust Agreement, and to
fulfill its obligations under, and to consummate the
transactions contemplated by, this Deposit Trust Agreement; and
this Deposit Trust Agreement and such other documents executed
in connection herewith are the legal, valid and binding
obligations of the Depositor, enforceable against the Depositor
in accordance with their respective terms, except as such terms
may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar Laws affecting the rights of
creditors generally and by general principles of equity;
(ii) the execution and delivery of this Deposit Trust Agreement and
each other document to be executed or delivered by the Depositor
in connection with this Deposit Trust Agreement, and the
performance of its obligations hereunder and thereunder by the
Depositor will not violate the provisions of its certificate of
incorporation or by-laws, conflict with any provision of any Law
or regulation to which it is subject, or conflict with, result
in a breach of, or constitute a default under any of the terms,
conditions or provisions of, any agreement or instrument to
which the Depositor is a party or by which it is bound, or any
order or decree applicable to the Depositor, or result in the
creation or imposition of any lien on any of the Depositor's
assets or property, which would materially and adversely affect
the ability of the Depositor to carry out the transactions
contemplated by this Deposit Trust Agreement or such other
documents executed in connection herewith; no consent, approval,
authorization or order of or filing with or notice to any court
or governmental agency or body is required for the execution,
delivery and performance by the Depositor of this Deposit Trust
Agreement or such other documents;
(iii) there is no action, suit or proceeding pending or, to the
Depositor's best knowledge, threatened, against the Depositor in
any court or by or before any other governmental agency or
instrumentality which would materially and adversely affect the
validity of the Mortgage Loans or the ability of the Depositor
to carry out the transactions contemplated by this Deposit Trust
Agreement;
(iv) As of the Closing Date, immediately prior to the conveyance of
the Mortgage Loans to the Trust on behalf of the Trust, the
Depositor had good and marketable title to, and was the sole
owner and holder of, with full right and authority to sell,
assign and transfer, each Mortgage Loan and the other assets of
the Trust Estate, free and clear of any pledge, lien,
encumbrance or security interest and such assignment validly
transfers all right, title and interest in the Mortgage Loans
and the other assets of the Trust Estate to the Owner Trustee on
behalf of the Trust, free and clear of any pledge, lien,
encumbrance or security interest;
(v) The transfer of the Mortgage Loans and the other assets of the
Trust Estate to the Trust as contemplated herein requires no
regulatory or governmental approval, other than any such
approvals as have been obtained, and is not subject to any bulk
transfer or similar Law in effect in any applicable
jurisdiction; and
(vi) The Depositor is, and has been and will be throughout its
existence, a QRS.
(b) It is understood and agreed that each of the foregoing
representations and warranties of the Depositor shall survive delivery of the
Mortgage Loans and the other assets of the Trust Estate to the Trust. Upon
discovery or receipt of notice by the Depositor or Actual Knowledge by the Owner
Trustee of a breach of any of the foregoing representations and warranties that
materially and adversely affects the interests of the Indenture Trustee for the
benefit of the Bondholders or the Owner Trustee for the benefit of the Ownership
Certificateholder in any Mortgage Loan and the other assets of the Trust Estate,
the party discovering such breach shall give prompt written notice to the other
party hereto and to the Indenture Trustee.
SECTION 11.2 Accrued Interest, Etc. The Depositor agrees that any
income, interest, fees and other payments that it may receive in respect of the
Mortgage Loans (excluding any Prepayment Premiums on such Mortgage Loans) and
the other assets of the Trust Estate applicable to a period on or after the
Cut-Off Date shall inure to the benefit of the Trust, and the Depositor shall
pay such amounts to the Owner Trustee (to be remitted in accordance with Section
4.1) promptly upon receipt.
SECTION 11.3 Additional Covenants of the Depositor. The Depositor
hereby covenants and agrees that:
(a) The business and affairs of the Depositor will be managed by or
under the direction of its board of directors in accordance with
its certificate of incorporation and by-laws. The Depositor will
keep correct and complete books and records of accounts and
minutes of the meetings and other proceedings of the board of
directors. Any such resolutions, agreements and other
instruments will be continuously maintained as official records
by the Depositor.
(b) The Depositor will at all times ensure that its capitalization
is adequate in light of its business and purposes. The Depositor
will pay from its own funds and assets (and not the Trust's) all
obligations and indebtedness incurred by it.
(c) The Depositor will not conduct its business in the name of the
Trust.
(d) The Depositor will not guarantee any obligations of the Trust
(including the Bonds or the Ownership Certificate). The
Depositor will not operate or purport to operate as an
integrated, single economic unit with respect to the Trust or
seek or obtain credit or incur any obligation to any third party
based on the assets of the Trust or induce any such third party
to rely on the creditworthiness of the Trust in connection
therewith.
(e) The accounting records of the Depositor will disclose the effect
of the transactions contemplated hereby in accordance with GAAP.
(f) The Depositor hereby acknowledges, and agrees for the benefit of
the Indenture Trustee, the Bondholders and the Ownership
Certificateholder, to perform each obligation imposed upon it
under the Indenture.
(g) The Depositor shall not act or fail to act in a manner that
would endanger its status as a QRS.
ARTICLE XII
TRANSFER OF OWNERSHIP CERTIFICATE
SECTION 12.1 Registration of Transfer and Exchange of Ownership
Certificate.
(a) At all times during the term of this Deposit Trust Agreement,
there shall be maintained at the office of a registrar appointed by the
Depositor (the "Ownership Certificate Registrar") a register (the "Ownership
Certificate Register") in which, subject to such reasonable regulations as the
Ownership Certificate Registrar may prescribe, the Ownership Certificate
Registrar shall provide for the registration of the Ownership Certificate and of
transfers and exchanges of the Ownership Certificate as herein provided. The
Owner Trustee is hereby initially appointed (and hereby agrees to act in
accordance with the terms hereof) as Ownership Certificate Registrar for the
purpose of registering the Ownership Certificate and transfers and exchanges of
the Ownership Certificate as herein provided. The Owner Trustee may appoint, by
a written instrument delivered to the Depositor, any other bank or trust company
to act as Ownership Certificate Registrar under such conditions as the Owner
Trustee may prescribe. If the Owner Trustee resigns or is removed in accordance
with the terms hereof, the successor trustee shall immediately succeed to its
predecessor's duties as Ownership Certificate Registrar. The Depositor, the
Administrator, and the Owner Trustee shall have the right to inspect the
Ownership Certificate Register or to obtain a copy thereof at all reasonable
times, and to rely conclusively upon a certificate of the Ownership Certificate
Registrar as to the information set forth in the Ownership Certificate Register.
(b) [RESERVED].
(c) No transfer, sale, pledge or other disposition (including,
without limitation, any transaction resulting in a change of ownership of the
Ownership Certificate) of the Ownership Certificate or interest therein shall be
made unless (i) such transfer, sale, pledge or other disposition is exempt from
the registration and/or qualification requirements of the Securities Act and any
applicable state securities Laws, or is otherwise made in accordance with the
Securities Act and such state securities Laws and (ii) for so long as any
Offered Bond is Outstanding, either (A) the Ownership Certificate is
transferred, sold, pledged or otherwise disposed of together with all the
Outstanding Private Bonds to a REIT or a QRS that has provided to the Owner
Trustee a certificate to the effect that such transferee is a REIT or a QRS, as
applicable, or (B) the transfer, sale, pledge or other disposition of the
Ownership Certificate would not cause the Trust to be treated as a separate
association taxable as a corporation, as evidenced by an Opinion of Counsel
delivered to the Owner Trustee. The Trust has not been registered as an
investment company under the Investment Company Act, and no transfer of the
Ownership Certificate may be made to any Person that would require the Trust to
be registered as an investment company under the Investment Company Act. No
transfer of the Ownership Certificate or any interest therein shall be made (A)
to any Plan, or (B) to any Person who is directly or indirectly purchasing such
Ownership Certificate or interest therein on behalf of, as named fiduciary of,
as trustee of, or with assets of a Plan.
(d) Notwithstanding anything in this Section 12.1 to the contrary,
the Ownership Certificate may be transferred in a Financing Transaction (as
defined in the Holding Trust Agreement) pursuant to the provisions of Section
2.6 of the Holding Trust Agreement; provided, however, that the transfer of the
Ownership Certificate shall not be registered in the Ownership Register unless
and until all the conditions to such transfer set forth in this Section 12.1
have been satisfied.
(e) For so long as the Bonds are Outstanding and the lien of the
Indenture has not been satisfied, the Ownership Certificate Registrar shall
refuse to register any sale, transfer or other disposition of the Ownership
Certificate, unless (i) the Owner Trustee shall have received written
confirmation from each Rating Agency to the effect that such sale, transfer or
other disposition will not result in an Adverse Rating Event and (ii) the
proposed transferee shall deliver an Opinion of Counsel, acceptable in form and
substance to the Rating Agencies with respect to the "non-consolidation" of the
Trust and the proposed transferee.
(f) The Ownership Certificate shall bear a legend describing or
referencing the restrictions on transferability set forth in Sections 12.1(c)
and (e) and 12.6.
(g) Subject to compliance with Sections 12.1(c) and (e), upon
surrender for registration of transfer of the Ownership Certificate at the
office of the Ownership Certificate Registrar, the Owner Trustee shall execute,
and the Ownership Certificate Registrar shall deliver and authenticate, in the
name of the designated transferee or transferees, a new Ownership Certificate,
evidencing 100% of the beneficial interests in the Trust and dated the date of
authentication by the Ownership Certificate Registrar. Prior to any registration
of transfer or exchange of Ownership Certificate, neither the Ownership
Certificate Registrar nor the Owner Trustee shall be obligated to determine that
the requirements of Sections 12.1(c) or (e) have been met and may rely on the
surrender by the transferor and the acceptance by the transferee of an Ownership
Certificate as a representation by such parties that such transfer is valid
hereunder.
(h) At the option of any Ownership Certificateholder, the Ownership
Certificate may be exchanged for another Ownership Certificate, evidencing 100%
of the beneficial interests in the Trust, upon surrender of the Ownership
Certificate to be exchanged at the office of the Ownership Certificate
Registrar. Whenever an Ownership Certificate is so surrendered for exchange, the
Owner Trustee shall execute and the Ownership Certificate Registrar shall
authenticate and deliver, the Ownership Certificate which the Ownership
Certificateholder is entitled to receive.
(i) If the Owner Trustee or the Ownership Certificate Registrar so
requires, every Ownership Certificate presented or surrendered for registration
of transfer or exchange shall be duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Owner Trustee and the
Ownership Certificate Registrar duly executed by, the Ownership
Certificateholder thereof or such Person's attorney duly authorized in writing.
(j) No service charge shall be made to the requesting Ownership
Certificateholder for any registration of transfer or exchange of the Ownership
Certificate, but the Ownership Certificate Registrar may require payment of a
sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any registration of transfer or exchange of the Ownership
Certificate.
(k) The Ownership Certificate Registrar shall cancel and retain or
destroy, in accordance with the Owner Trustee's retention policy then in effect,
all Ownership Certificates surrendered for registration of transfer or exchange.
SECTION 12.2 Mutilated, Destroyed, Lost or Stolen Ownership
Certificate. If (i) any mutilated Ownership Certificate is surrendered to the
Ownership Certificate Registrar, or the Ownership Certificate Registrar receives
evidence to its satisfaction of the destruction, loss or theft of any Ownership
Certificate, and (ii) there is delivered to the Owner Trustee and the Ownership
Certificate Registrar such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of Actual Knowledge by a
Responsible Officer of the Owner Trustee or the Ownership Certificate Registrar
that such Ownership Certificate has been acquired by a protected purchaser, the
Owner Trustee shall execute and the Ownership Certificate Registrar shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Ownership Certificate, a new Ownership Certificate of
like form and tenor. Upon the issuance of any new Ownership Certificate under
this Section 12.2, the Owner Trustee or Ownership Certificate Registrar may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses connected
therewith. Any replacement Ownership Certificate issued pursuant to this Section
12.2 shall constitute complete and indefeasible evidence of ownership of the
corresponding interest in the Trust, as if originally issued, whether or not the
lost, stolen or destroyed Ownership Certificate shall be found at any time and
such original Ownership Certificate shall thereby be deemed canceled.
SECTION 12.3 Persons Deemed Owners. Prior to due presentation of an
Ownership Certificate for registration of transfer, the Owner Trustee, the
Ownership Certificate Registrar, the Indenture Trustee and any agent of any of
them may treat the Person in whose name any Ownership Certificate is registered
as the owner of such Ownership Certificate for the purpose of receiving
distributions pursuant to Section 4.2 hereof and for all other purposes
whatsoever, and neither the Owner Trustee, the Ownership Certificate Registrar,
the Indenture Trustee nor any agent of any of them shall be affected by notice
to the contrary.
SECTION 12.4 [Reserved.].
SECTION 12.5 Actions of the Ownership Certificateholder.
(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Deposit Trust Agreement to be given or
taken by the Ownership Certificateholder may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by the Ownership
Certificateholder in person or by its agent duly appointed in writing; and
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are actually received by a
Responsible Officer of the Owner Trustee. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Deposit Trust Agreement and conclusive in favor of the Owner
Trustee, if made in the manner provided in this Section 12.5.
(b) The fact and date of the execution by the Ownership
Certificateholder of any such instrument or writing may be proved in any
reasonable manner which the Owner Trustee deems sufficient.
(c) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Ownership Certificateholder shall bind every
transferee of the Ownership Certificate issued upon the registration of transfer
of such Ownership Certificateholder's Ownership Certificate or in exchange
therefor or in lieu thereof, in respect of anything done, or omitted to be done,
by the Owner Trustee, in reliance thereon, whether or not notation of such
action is made upon such Ownership Certificate.
(d) The Owner Trustee may require such additional proof of any
matter referred to in this Section 12.5 as it shall deem necessary.
SECTION 12.6 Transferee's Agreement. No assignment, conveyance or
other transfer pursuant to this Article XII shall be effective unless the
transferee shall have executed and delivered to the Owner Trustee an instrument
containing the transferee's agreement to be bound by the terms of this Deposit
Trust Agreement.
ARTICLE XIII
MISCELLANEOUS
SECTION 13.1 No Legal Title to Trust Estate in the Ownership
Certificateholder. The Ownership Certificateholder shall not have legal title to
any part of the Trust Estate; provided, however, that the Ownership
Certificateholder has a beneficial interest in the Trust Estate. No transfer by
operation of Law or otherwise of any right, title or interest of the Ownership
Certificateholder in and to the Trust Estate or hereunder shall operate to
terminate this Deposit Trust Agreement or the Trust or the trusts hereunder or
entitle any successor or transferee to an accounting or to the transfer to it of
legal title to any part of the Trust Estate.
SECTION 13.2 Action by the Owner Trustee is Binding. Any actions,
directions, approvals or consents by the Owner Trustee so long as such actions,
directions, consents or approvals are made pursuant to the terms of this Deposit
Trust Agreement shall bind the Ownership Certificateholder and shall be
effective to consent to action taken by the parties. No such party shall be
required to inquire as to the authorization, necessity, expediency or regularity
of such consent by the Owner Trustee.
SECTION 13.3 Limitation on Rights of Others. Nothing in this Deposit
Trust Agreement, whether express or implied, shall be construed to give to any
Person, other than the Bank, the Owner Trustee, the Depositor, the Ownership
Certificateholder and the Indenture Trustee on behalf of the Bondholders, any
legal or equitable right, remedy or claim under or in respect of this Deposit
Trust Agreement.
SECTION 13.4 Notices. All demands, notices and communications
hereunder shall be in writing, may be given by telecopy transmission, shall be
deemed to have been given upon receipt (except that notices being sent by first
class mail, postage prepaid, shall be deemed to be received five business days
following the mailing thereof) as follows:
(i) If to the Ownership Certificate Registrar or the Owner Trustee,
to:
ICCMAC Multifamily and Commercial Trust 199-1
Wilmington Trust Company, Owner Trustee
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention:Corporate Trust Administration
Telecopier Number: (000) 000-0000;
(ii) If to the Depositor, to:
Imperial Credit Commercial Mortgage
Acceptance Corp.
00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention:Xxxx X. Xxxxxx
Telecopier number: (000) 000-0000;
(iii) If to the Indenture Trustee,
LaSalle National Bank
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Attention: Asset-Backed Securities Trust Services
Group, Collateralized Mortgage Bonds,
ICCMAC Multifamily and Commercial Trust
1999-1
Telecopier number: (000) 000-0000;
(iv) If to the Ownership Certificateholder, to that Person's name
and address as set forth in the Ownership Certificate
Register;
or to such other address as any of them shall specify by written notice to the
other parties.
SECTION 13.5 Severability. To the extent permitted by Law, any
provision of this Deposit Trust Agreement that may be determined by competent
authority to be prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
SECTION 13.6 Limitation on the Depositor's and the Ownership
Certificateholder's Respective Liability. Neither the Depositor nor any
Ownership Certificateholder shall have any liability for the performance of this
Deposit Trust Agreement except as expressly set forth herein.
SECTION 13.7 Separate Counterparts. This Deposit Trust Agreement may
be executed by the parties hereto in separate counterparts, each of which when
so executed and delivered shall be an original, but all such counterparts shall
together constitute but one and the same instrument.
SECTION 13.8 Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, the Bank,
the Owner Trustee and its successors and assigns, the Ownership
Certificateholder, the Ownership Certificate Registrar and the Depositor and its
or their respective successors and assigns, all as herein provided. Any request,
notice, direction, consent, waiver or other instrument or action by the
Depositor shall bind the successors and assigns of the Depositor and any
request, notice, direction, consent, waiver or other instrument or action by the
Ownership Certificateholder shall bind the successors and assigns of the
Ownership Certificateholder. It is the intention of the parties hereto that the
Trust constitute a business trust formed pursuant to the Business Trust Statute
and other Laws of the State of Delaware with the purpose of facilitating the
transactions contemplated by the Operative Agreements.
SECTION 13.9 Headings. The headings of the various articles and
sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.
SECTION 13.10 Governing Law. THIS DEPOSIT TRUST AGREEMENT SHALL IN
ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE
LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).
SECTION 13.11 Administration of Trust. The principal place of
administration of the Trust shall be in Delaware.
SECTION 13.12 Performance by the Administrator. Any obligation of
the Owner Trustee hereunder or under any of the Operative Agreements or other
document contemplated herein may be performed by the Administrator and any such
performance shall not be construed as a revocation of the trusts created hereby.
SECTION 13.13 Conflict with Indenture and Servicing Agreement. If
this Deposit Trust Agreement (or any instructions given by the Depositor or the
Ownership Certificateholder pursuant hereto) shall require that any action be
taken with respect to any matter and the Indenture or the Servicing Agreement
(or any instructions duly given in accordance with the terms thereof) shall
require that a different action be taken with respect to such matter, and such
actions shall be mutually exclusive, the provisions of the Indenture or the
Servicing Agreement, in respect thereof, shall control.
SECTION 13.14 No Implied Waiver. No term or provision of this
Deposit Trust Agreement may be changed, waived, discharged or terminated orally,
but only by an instrument in writing entered into as provided in Article X
hereof; and any such waiver of the terms hereof shall be effective only in the
specific instance and for the specific purpose given.
SECTION 13.15 Third Party Beneficiary. The Indenture Trustee for the
benefit of the Bondholders is an intended third-party beneficiary of this
Deposit Trust Agreement from and including the date hereof to the date which is
one year and one day after the date on which the lien on the Trust Estate
created pursuant to the Indenture is satisfied, discharged and released pursuant
to Article IV of the Indenture.
SECTION 13.16 References. The definitions in Annex 1 shall apply
equally to both the singular and plural forms of the terms defined. "Include",
"included", "includes" and "including" shall be deemed to be followed by
"without limitation". "Writing", "written" and comparable terms refer to
printing, typing, lithography or other means of reproducing words in a visible
form. Any agreement or instrument or any Law, rule or regulation of any
Governmental Authority defined or referred to in Article I means such agreement
or instrument or such Law, rule or regulation as from time to time amended,
modified or supplemented in accordance with the terms thereof, including (in the
case of agreements or instruments) by waiver or consent and (in the case of such
Law, rule or regulation) by succession of any comparable successor Law, rule or
regulation and includes (in the case of agreements or instruments) references to
all attachments thereto and instruments incorporated therein. References to a
Person are also to its successors and permitted assigns. Any term defined above
by reference to any agreement or instrument or any Law, rule or regulation of
any Governmental Authority has such meaning whether or not such agreement,
instrument or Law, rule or regulation is in effect. "Deposit Trust Agreement",
"hereof", "herein", "hereto", "hereunder" and comparable terms refer to this
Deposit Trust Agreement (including all exhibits and schedules hereto) and not to
any particular article, section, clause or other subdivision hereof or
attachment hereto. References to any gender include, unless the context
otherwise requires, references to all genders, and references to the singular
include, unless the context other requires, references to the plural and vice
versa. References in this Deposit Trust Agreement to "Article", "Section",
"Clause" or another subdivision or to an attachment are, unless the context
otherwise requires, to an article, clause or subdivision of or attachment to
this Deposit Trust Agreement.
SECTION 13.17 No Duty to Monitor. The Owner Trustee shall have no
duty, and shall not be obligated, to monitor or supervise the Administrator or
any other Person to the extent such other Person has agreed to perform the
duties of the Owner Trustee hereunder or under any Operative Agreement.
SECTION 13.18 No Petition. To the extent permitted by applicable
law, the Depositor, by entering into this Deposit Trust Agreement, hereby
covenants and agrees that it will not at any time institute against the Trust,
or join in any institution against the Trust of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation Proceedings under any United States
federal or state bankruptcy, receivership or similar law, in connection with any
obligations relating to the Ownership Certificate, the Bonds or this Deposit
Trust Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Deposit
Trust Agreement to be duly executed by their respective officers hereunto duly
authorized, as of the date hereof.
IMPERIAL CREDIT COMMERCIAL MORTGAGE
ACCEPTANCE CORP., a
California corporation, as Depositor
By: ______________________________________
Name:
Title:
WILMINGTON TRUST COMPANY, a Delaware
banking corporation, not individually,
but solely in its capacity as Owner
Trustee
By: ______________________________________
Name:
Title:
ANNEX 1
DEFINED TERMS
"Accepted Master Servicing Practices": The procedures that the Master
Servicer shall follow in the servicing and administration of the Mortgage Loans,
consistent with the higher of (i) the standard of care, skill, prudence and
diligence with which the Master Servicer services and administers mortgage loans
that are held for other portfolios and are similar to the Mortgage Loans and
(ii) the standard of care, skill, prudence and diligence with which the Master
Servicer services and administers mortgage loans for its own portfolio and are
similar to the Mortgage Loans, in either case, giving due consideration to
customary and usual standards of practice of prudent institutional multifamily
and commercial mortgage loan servicers, but without regard to:
(i) any relationship that the Master Servicer or any Affiliate of the
Master Servicer may have with any Mortgagor or any Affiliate of
any Mortgagor or any other party to the Servicing Agreement;
(ii) the Master Servicer's obligations to make Advances with respect
to the Mortgage Loans;
(iii)the adequacy of the Master Servicer's compensation for its
services under the Servicing Agreement or with respect to any
particular transaction;
(iv) the ownership, servicing or management for others by the Master
Servicer of any other mortgage loans or property; or
(v) the ownership by the Master Servicer of any Bonds or other
securities.
To the extent consistent with the foregoing and subject to the express
limitations set forth in the Servicing Agreement, the procedures followed by the
Master Servicer shall seek to maximize the timely and complete recovery of
principal and interest on the Mortgage Loans.
"Accepted Special Servicing Practices": The procedures that the
Special Servicer shall follow in the servicing, administration and disposition
of Specially Serviced Mortgage Loans and the related Mortgaged Properties or REO
Properties, consistent with the higher of (i) the standard of care, skill,
prudence and diligence with which the Special Servicer services, administers and
disposes of distressed mortgage loans and related real property that are held
for other portfolios and are similar to the Mortgage Loans, Mortgaged Properties
and REO Properties and (ii) the standard of care, skill, prudence and diligence
with which the Special Servicer services, administers and disposes of distressed
mortgage loans and related real property that are held for its own portfolio and
are similar to the Mortgage Loans, Mortgaged Properties and REO Properties,
giving due consideration to customary and usual standards of practice of prudent
institutional multifamily and commercial mortgage lenders, loan servicers and
asset managers, but without regard to:
(i) any relationship that the Special Servicer or any Affiliate of
the Special Servicer may have with any Mortgagor or any Affiliate
of any Mortgagor or any other party to the Servicing Agreement;
(ii) the adequacy of the Special Servicer's compensation for its
services under the Servicing Agreement or with respect to any
particular transaction;
(iii)the ownership, servicing or management for others by the Special
Servicer of any other mortgage loans or property; or
(iv) the ownership by the Special Servicer of any Bonds or other
securities.
To the extent consistent with the foregoing and subject to the
express limitations set forth in the Servicing Agreement, the procedures
followed by the Special Servicer shall seek to maximize the net present value of
recoveries on the Specially Serviced Mortgage Loans.
"Account": Any account or fund, including any Pledged Account
established under the Indenture.
"Accountants": A person engaged in the practice of accounting who
(except when the Indenture requires an Independent Accountant) may be employed
by or Affiliated with the Issuer or an Affiliate of the Issuer.
"Accrued Bond Interest": In respect of any Class of Bonds (other
than the Class S, Class H and Class X Bonds) and any Payment Date, the amount of
interest accrued in the applicable Interest Accrual Period at the applicable
Bond Interest Rate on the aggregate Bond Principal Amount of such Class of Bonds
Outstanding immediately prior to the related Payment Date, calculated on (i) the
basis of the actual number of days elapsed in the applicable Interest Accrual
Period and a 360-day year with respect to the Class A-1, Class A-2, Class A-3,
Class B, Class C, Class D and Class E Bonds, and (ii) a 360-day year consisting
of twelve 30-day months with respect to the Class F and Class G Bonds.
"Act": Any instrument or instruments (and the action embodied
therein and evidenced thereby) of the Bondholders signing such instrument or
instruments. As used in this definition, "instrument" refers to any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by the Indenture to be given or taken by Bondholders embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Bondholders in person or by agents duly appointed in writing; and except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Indenture Trustee and, where
it is hereby expressly required, to the Issuer. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of the Indenture and (subject to Section 6.01 of the Indenture)
conclusive in favor of the Indenture Trustee and the Issuer if made in the
manner described in Section 14.03 of the Indenture.
"Actual Knowledge": With respect to the Owner Trustee or Holding
Trustee, any Responsible Officer of the Owner Trustee or Holding Trustee, as
applicable, within the Corporate Trust Administration office of such trustee
responsible for administering the Trust or the Holding Trust, respectively, who
has actual knowledge of an action taken or an action not taken that would be
material to the operation of either the Trust or the Holding Trust. Actions
taken or actions not taken of which such trustee should have had knowledge, or
are deemed to have had constructive knowledge, do not meet this definition of
Actual Knowledge.
"Additional Expense": Any costs, expenses and liabilities (exclusive
of Administrative Expenses and Servicing Expenses) that are required to be borne
by the Issuer and not otherwise in respect of the Trust Estate in accordance
with applicable Law, Section 7.2(c) of the Deposit Trust Agreement, or the terms
of the Indenture (including any federal, state and local taxes.
"Additional Fee Rate": With respect to any Payment Date, a rate per
annum equal to the sum of the Owner Trustee Calculation Fee Rate and the
Administration Calculation Fee Rate.
"Adjustable Rate Mortgage Loan": A Mortgage Loan as to which the
related Mortgage Note provides for periodic adjustments to the Mortgage Interest
Rate thereon based on changes in the related Index.
"Administration Agreement": The Administration Agreement, dated as
of February 1, 1999, between the Administrator and the Issuer, a copy of which
is attached to the Indenture as Exhibit G, and any amendments or supplements
thereto.
"Administration Calculation Fee Rate:" With respect to any Payment
Date, the rate per annum represented by a fraction, (i) the numerator of which
is $6,000 and (ii) the denominator of which is Stated Principal Balance of the
Mortgage Loans as of the first day of the immediately preceding calendar month.
"Administration Fee": A monthly fee of $500 payable to the
Administrator on each Payment Date commencing in March 2000.
"Administrative Expenses": The fees and expenses of the Indenture
Trustee and the Fiscal Agent payable thereto pursuant to Section 6.07 of the
Indenture, the fees of the Owner Trustee payable thereto pursuant to Section 7.1
of the Deposit Trust Agreement, and the Administration Fee payable to the
Administrator pursuant to the Administration Agreement and any other costs,
expenses and liabilities (exclusive of Servicing Expenses) that are required to
be borne by the Issuer in respect of the Trust Estate in accordance with
applicable opinions of and advice from Counsel required to be obtained in
connection with the Indenture Trustee's performance of its duties under the
Indenture (including the cost of such opinions and advice).
"Administrator": Imperial Credit Commercial Asset Management Corp.,
a California corporation, having its principal offices at 00000 Xxxxxxxx
Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or its
successor in interest.
"Advance": A P&I Advance or a Property Protection Advance.
"Advance Rate": An annual rate equal to the Prime Rate in effect
from time to time.
"Adverse Rating Event": With respect to any Class of Rated Bonds, as
of any date of determination, a downgrade, withdrawal or qualification, if
applicable, of the rating then assigned to such Class by any Rating Agency.
"Affiliate": With respect to any specified Person, any other Person
that directly, or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the person specified. For the
purposes of this definition, "control" when used with respect to any specified
Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities or
other beneficial interest, by contract or otherwise; and the terms "controlling"
and "controlled" have the meanings correlative to the foregoing.
"Agent": A person authorized by or appointed by the Issuer to
perform duties with respect to the Bonds, specified in a writing signed by such
Agent and the Issuer and acknowledged by the Indenture Trustee, or by such Agent
and the Indenture Trustee and acknowledged by the Issuer, including any Paying
Agent. As used in the Deposit Trust Agreement and the Holding Trust Agreement, a
person authorized or appointed by the Owner Trustee or the Holding Trustee,
respectively, to perform duties with respect to the Ownership Certificates or
the Holding Trust Certificates, respectively, specified in a writing signed by
such Agent and the Owner Trustee or Holding Trustee, as applicable.
"Appraisal Reduction Amount": For any Payment Date and for any
Mortgage Loan as to which any Appraisal Reduction Event has occurred, an amount
equal to the excess of (a) the outstanding Stated Principal Balance of such
Mortgage Loan as of the last day of the related Collection Period over (b) the
excess of (i) 90% of the sum of the appraised values of the related Mortgaged
Properties as determined by an MAI Appraisal over (ii) the sum of (A) to the
extent not previously advanced by the Master Servicer, the Indenture Trustee or
the Fiscal Agent, all unpaid interest on such Mortgage Loan at a per annum rate
equal to the Mortgage Interest Rate, (B) all unreimbursed Advances and interest
thereon at the Advance Rate in respect of such Mortgage Loan and (C) all
currently due and unpaid real estate taxes and assessments and insurance
premiums and all other amounts, including, if applicable, ground rents, due and
unpaid under the Mortgage Loan (which taxes, premiums and other amounts have not
been the subject of an Advance).
With respect to each Mortgage Loan as to which an Appraisal
Reduction Event has occurred and which has become a Corrected Mortgage Loan and
has remained current for twelve consecutive Monthly Payments (for such purposes
taking into account any amendment or modification of such Mortgage Loan), and
with respect to which no other Appraisal Reduction Event has occurred and is
continuing, such Mortgage Loan shall no longer be subject to any appraisal
reduction.
"Appraisal Reduction Event": With respect to any Mortgage Loan, the
earliest occurrence of any of the following events: (i) the third anniversary of
the date on which an extension of the Loan Maturity Date of such Mortgage Loan
became effective as a result of a modification of such Mortgage Loan by the
Special Servicer, which extension does not change the amount of Monthly Payments
on the Mortgage Loan, (ii) 60 days after an uncured delinquency occurs in
respect of such Mortgage Loan, (iii) the date on which a reduction in the amount
of Monthly Payments on such Mortgage Loan, or a change in any other material
economic term of the Mortgage Loan, becomes effective as a result of a
modification of such Mortgage Loan by the Special Servicer, (iv) 60 days after a
receiver has been appointed with respect to the related Mortgagor, (v)
immediately after the related Mortgagor declares bankruptcy, (vi) 60 days after
an involuntary petition of bankruptcy is filed with respect to the related
Mortgagor, if such petition is not dismissed prior to the expiration of such
period; and (vii) immediately after a related Mortgaged Property becomes an REO
Property.
"ASAP System": The "automatic statements accessed by phone" system
maintained by the Indenture Trustee and used by the Bondholders to obtain
certain reports and information about the Bonds.
"Asset Strategy Report": Any report prepared pursuant to Section
6.03(c) of the Servicing Agreement.
"Assignment of Leases and Rents": With respect to any Mortgaged
Property, any assignment of leases, rents and profits or similar agreement
executed by the Mortgagor, assigning to the mortgagee all of the income, rents
and profits derived from the ownership, operation, leasing or disposition of all
or a portion of such Mortgaged Property, in the form which was duly executed,
acknowledged and delivered, as amended, modified, renewed or extended through
the Cut-Off Date and from time to time thereafter.
"Assignment of Mortgage": An assignment of a Mortgage, notice of
transfer or equivalent instrument in recordable form, sufficient under the Laws
of the jurisdiction wherein the related Mortgaged Property is located to effect
the transfer of the Mortgage to the Issuer, which assignment, notice of transfer
or equivalent instrument may be in the form of one or more blanket assignments
covering the Mortgage Loans secured by Mortgaged Properties located in the same
jurisdiction, if permitted by Law.
"Assumed Monthly Payment": The amount deemed due in respect of any
Balloon Mortgage Loan that is delinquent in respect of its Balloon Payment
beyond the first Determination Date that follows its original Loan Maturity
Date. The Assumed Monthly Payment deemed due on any such Mortgage Loan on its
original Loan Maturity Date and on each successive Due Date that it remains or
is deemed to remain outstanding shall equal the Monthly Payment that would be
due in respect thereof on such date if the related Balloon Payment had not come
due but rather such Mortgage Loan had continued to amortize in accordance with
such Mortgage Loan's amortization schedule in effect on such date of
determination.
"Authenticating Agent": As defined in Section 2.04(c) of the
Indenture.
"Authorized Officer": With respect to the Owner Trustee, any officer
of the Owner Trustee who is authorized to act for the Owner Trustee in matters
relating to the Issuer and who is identified on the list of authorized officers
delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as
such list may be modified or supplemented from time to time thereafter); with
respect to the Indenture Trustee or the Fiscal Agent, a Responsible Officer;
and, with respect to any other Person, the Chairman, President, any Senior Vice
President, any Vice President or any Assistant Vice President, and the
Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the
Secretary or an Assistant Secretary (provided that, when any provision hereof
requires signatures of two Authorized Officers of any such other Person, at
least one of such Authorized Officers shall be the Chairman, President or any
Vice President).
"Available Interest Payment Amount": With respect to any Payment
Date, an amount equal to the excess of (i) the Available Payment Amount for such
Payment Date, over (ii) the Principal Payment Amount for such Payment Date.
"Available Payment Amount": With respect to any Payment Date, the
amount on deposit in the Payment Account as of 11:00 a.m., New York City time,
on such Payment Date, exclusive of any portion thereof that may be withdrawn
from the Payment Account pursuant to any of clauses (ii) and (iii) of Section
8.01(b) of the Indenture.
"Balloon Mortgage Loan": Any Mortgage Loan that by its original
terms or by virtue of any modification provides for an amortization schedule
extending beyond its Loan Maturity Date.
"Balloon Payment": With respect to any Balloon Mortgage Loan as of
any date of determination, the amount outstanding on the Loan Maturity Date of
such Mortgage Loan in excess of the portion of the related Monthly Payment which
is allocable to principal.
"Bank": As used in the Deposit Trust Agreement or the Holding Trust
Agreement, Wilmington Trust Company, a Delaware banking corporation, in its
individual capacity, not as Owner Trustee or Holding Trustee, as the case may
be.
"Bankruptcy Code": The federal Bankruptcy Code (Title 11 of the
United States Code), as amended from time to time.
"Bond": Any Class X-0, Xxxxx X-0, Class S, Class A-3, Class B, Class
C, Class D, Class X, Class E, Class F, Class G or Class H Bond.
"Bond Balance": With respect to any Bond, as of any date of
determination, the then Outstanding Bond Principal Amount of such Bond equal to
the product of (a) the Percentage Interest evidenced by such Bond, multiplied by
(b) the then aggregate Bond Principal Amount of the Class of Bonds to which such
Bond belongs.
"Bond Interest Rate": With respect to any Payment Date, the per
annum rate of interest for each Class of Bonds (except for the Class S, Class X,
Class F, Class G and Class H Bonds) equal to the lesser of (a) the applicable
Bond LIBOR Rate and (b) the Weighted Average Remittance Rate for such Payment
Date. The Bond Interest Rate with respect to any Payment Date for the Class F
and Class G Bonds is, with respect to each such Class, a per annum rate equal to
6.00%. The Class S, Class X and Class H Bonds do not have Bond Interest Rates.
"Bond LIBOR Rate": With respect to any Payment Date, the per annum
rate equal to One-Month LIBOR plus the related Margin, but in no event greater
than the Maximum Offered Bond Rate.
"Bond Owner": With respect to a Book-Entry Bond, the Person who is
the beneficial owner of such Bond as reflected on the books of the Depository or
on the books of a Depository Participant or on the books of an indirect
participating brokerage firm for which a Depository Participant acts as agent.
"Bond Principal Amount": With respect to any Class of Bonds (i) on
or prior to the first Payment Date, an amount equal to the aggregate initial
Bond Principal Amount of such Class and (ii) as of any date of determination
after the first Payment Date, the Bond Principal Amount of such Class of Bonds
on the Payment Date immediately prior to such date of determination, less actual
payments of principal thereon (and in the case of the Class S and Class X Bonds,
less payments of Distributable Amounts, Shortfall Amounts (excluding any
interest payments thereon), and Early Termination Amounts) on such prior Payment
Date. Realized Losses will not be allocated to reduce Bond Principal Amounts.
The initial Bond Principal Amounts are as follows:
Class A-1........... $100,000,000
Class A-2........... 94,831,000
Class S............. 12,150,000
Class A-3........... 17,447,000
Class B............. 11,631,000
Class C............. 14,539,000
Class D............. 13,085,000
Class X............. 2,700,000
Class E............. 4,361,000
Class F............. 8,723,000
Class G............. 5,815,000
Class H............. 7,269,000
The initial Bond Principal Amount for the Class S Bonds is equal to the
aggregate of the Class S Scheduled Payments. The initial Bond Principal Amount
of the Class X Bonds is equal to the aggregate of the Class X Scheduled
Payments. Upon payment in full of an Early Termination Amount, the Bond
Principal Amount of the Class S or Class X Bonds, as the case may be, will be
reduced to zero.
"Bond Redemption Amount": An amount equal to the sum of (i) with
respect to each Class of Bonds Outstanding (other than the Class S and Class X
Bonds), the sum of (A) the unpaid Bond Principal Amount thereof, (B) accrued and
unpaid interest at the applicable Bond Interest Rate through the Redemption
Date, and (C) any unpaid LIBOR Deficiency Amount, together with interest on such
unpaid LIBOR Deficiency Amount (to the extent permitted by applicable Law) at
the applicable Bond Interest Rate; (ii) with respect to the Class S Bonds
Outstanding, the sum of (A) to the extent not paid on prior Payment Dates, any
unpaid Class S Shortfalls, together with interest on such unpaid Class S
Shortfalls (to the extent permitted by applicable Law) at the Class S Rate and
(B) the Class S Early Termination Amount; (iii) with respect to the Class X
Bonds Outstanding, the sum of (A) to the extent not paid on prior Payment Dates,
any unpaid Class X Shortfalls, together with interest on such unpaid Class X
Shortfalls (to the extent permitted by applicable Law) at the Class X Rate and
(B) the Class X Early Termination Amount; and (iv) all unreimbursed Advances
with interest thereon at the Advance Rate, unpaid Master Servicer Fees, Special
Servicer Fees, Indenture Trustee Fees, Owner Trustee Fees and Administration
Fees and any unpaid expenses of the Issuer.
"Bond Register": The meaning specified in Section 2.05 of the
Indenture.
"Bond Registrar": The meaning specified in Section 2.05 of the
Indenture.
"Bondholder": The Person in whose name a Bond is registered on the
Bond Register.
"Book-Entry Bonds": Bonds for which the Indenture provides that
ownership and transfers of beneficial ownership interests in such Bonds shall be
made through book entries by the Depository, as described in Section 2.12 of the
Indenture; provided, however, that after the occurrence of a condition whereupon
book-entry registration is no longer permitted, Definitive Bonds shall be issued
to the Bond Owners of such Bonds and such Bonds shall no longer be "Book-Entry
Bonds."
"Business Day": Any day other than a Saturday, a Sunday or a day on
which banking and savings and loan institutions in the states of California,
Delaware, Texas, New York or Illinois are authorized or obligated by Law or
executive order to remain closed.
"Business Trust Statute": The Delaware Business Trust Act, Chapter
38, Title 12 of the Delaware Code, 12 Delaware Code, ss. 3801 et.
seq., as the same may be amended from time to time.
"Certificate Percentage Interest": With respect to any Ownership
Certificate or Holding Trust Certificate, the portion of the total outstanding
Ownership Certificates or Holding Trust Certificates, as applicable, evidenced
by such Ownership Certificate or Holding Trust
Certificate, as applicable, expressed as a percentage.
"Certificate Voting Rights": The portion of the voting rights of all
of the Ownership Certificates or Holding Trust Certificates, as applicable,
allocated to any Ownership Certificate or Holding Trust Certificate, as
applicable, as of the date of determination. Certificate Voting Rights shall be
allocated among the Ownership Certificates or Holding Trust Certificates, as
applicable, pro rata based upon the Certificate Percentage Interest of each
Ownership Certificate or Holding Trust Certificate, as applicable.
"Certificate of Trust": The certificate of trust filed prior to the
Closing Date by the Owner Trustee, with respect to the Trust, or the Holding
Trustee, with respect to the Holding Trust, as applicable, in the office of the
Secretary of State of the State of Delaware, as required by the Business Trust
Statute.
"Class": All Bonds having the same alphabetical and/or numerical
class designation and otherwise having the same characteristics (except for the
denomination of such Bond).
"Class A-1 Bond": Any of the Bonds with a "Class A-1" designation on
the face thereof, executed by the Issuer and authenticated by the Indenture
Trustee substantially in the form of Exhibit A-1 attached to the Indenture.
"Class A-2 Bond": Any of the Bonds with a "Class A-2" designation on
the face thereof, executed by the Issuer and authenticated by the Indenture
Trustee substantially in the form of Exhibit A-2 attached to the Indenture.
"Class A-3 Bond": Any of the Bonds with a "Class A-3" designation on
the face thereof, executed by the Issuer and authenticated by the Indenture
Trustee substantially in the form of Exhibit A-4 attached to the Indenture.
"Class B Bond": Any of the Bonds with a "Class B" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-5 attached to the Indenture.
"Class C Bond": Any of the Bonds with a "Class C" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-6 attached to the Indenture.
"Class D Bond": Any of the Bonds with a "Class D" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-7 attached to the Indenture.
"Class E Bond": Any of the Bonds with a "Class E" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-9 attached to the Indenture.
"Class Exemption": A class exemption granted by the DOL, which
provides relief from some or all of the prohibited transaction provisions of
Section 406 of ERISA and Section 4975 of the Code and the related excise tax
provisions of Section 4975 of the Code.
"Class F Bond": Any of the Bonds with a "Class F" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-10 attached to the Indenture.
"Class G Bond": Any of the Bonds with a "Class G" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-11 attached to the Indenture.
"Class H Bond": Any of the Bonds with a "Class H" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-12 attached to the Indenture.
"Class S Bond:" Any of the Bonds with a "Class S" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-3 attached to the Indenture.
"Class S Distributable Amount": On each Payment Date, an amount
equal to the lesser of (i) the Class S Scheduled Payment for such Payment Date,
and (ii) the excess of (A) the Available Interest Payment Amount for such
Payment Date, over (B) the aggregate Accrued Bond Interest payable to the Class
A-1, Class A-2, Class A-3, Class B, Class C, Class D and Class E Bonds on such
Payment Date.
"Class S Early Termination Amount": As of any date of determination,
the present value of the Class S Scheduled Payments remaining as of such date of
determination, calculated using a discount rate equal to the Class S Rate.
"Class S Rate": An interest rate per annum equal to 7.29%.
"Class S Scheduled Payment": With respect to each Payment Date, the
scheduled payment amount set forth in Exhibit H to the Indenture corresponding
to such Payment Date.
"Class S Shortfall": On any Payment Date, the sum of (i) the amount,
if any, by which the Class S Scheduled Payment for such Payment Date exceeds the
Class S Distributable Amount for such Payment Date and (ii) the amount of any
unpaid Class S Shortfalls on the immediately preceding Payment Date.
"Class X Bond": Any of the Bonds with a "Class X" designation on the
face thereof, executed by the Issuer and authenticated by the Indenture Trustee
substantially in the form of Exhibit A-8 attached to the Indenture.
"Class X Distributable Amount": On any Payment Date, an amount equal
to the lesser of (i) the Class X Scheduled Payment and (ii) the excess of (A)
the Available Interest Payment Amount for such Payment Date over (B) the sum of
(1) the aggregate Accrued Bond Interest payable to the Class A-1, Class A-2,
Class A-3, Class B, Class C, Class D, Class E, Class F and Class G Bonds on such
Payment Date and (2) the Class S Distributable Amount and Class S Shortfall
payable to the Class S Bonds on such Payment Date.
"Class X Early Termination Amount": As of any date of determination,
the present value of the Class X Scheduled Payments remaining as of such date of
determination, calculated using a discount rate equal to the Class X Rate.
"Class X Rate": An interest rate per annum equal to 9.0%.
"Class X Scheduled Payment": With respect to each Payment Date, the
scheduled payment amount set forth in Exhibit I to the Indenture corresponding
to such Payment Date.
"Class X Shortfall": On any Payment Date, the sum of (i) the amount,
if any, by which the Class X Scheduled Payment for such Payment Date exceeds the
Class X Distributable Amount for such Payment Date and (ii) the amount of any
unpaid Class X Shortfalls on the immediately preceding Payment Date.
"Closing Date": March 10, 1999.
"Code": The Internal Revenue Code of 1986, as amended, and Treasury
Regulations promulgated thereunder including proposed regulations, to the extent
that by reason of their effective date they could apply to the Bonds.
"Collateral": The Trust Estate securing the Bonds. An "item" of
Collateral refers to a specific item of Mortgage Collateral or other asset,
which is Granted to the Indenture Trustee under the Indenture.
"Collateralized Mortgage Bonds": The Series 1999-1 Bonds issued by
the Issuer pursuant to the Indenture and secured by the Collateral.
"Collection Account": The trust account or accounts created and
maintained by the Master Servicer pursuant to Section 4.02 of the Servicing
Agreement which shall be entitled "Banc One Mortgage Capital Markets, LLC, in
trust for LaSalle National Bank, as Indenture Trustee, in trust for Holders of
ICCMAC Multifamily and Commercial Trust 1999-1, Collateralized Mortgage Bonds,
Series 1999-1, Collection Account" and which must be an Eligible Account.
"Collection Period": With respect to any Payment Date, the period
commencing immediately following the Determination Date in the month immediately
preceding the month in which such Payment Date occurs (or, in the case of the
initial Collection Period, commencing immediately following the Cut-Off Date)
and ending on and including the Determination Date in the month in which such
Payment Date occurs.
"Commission": The Securities and Exchange Commission, or any
successor thereto.
"Condemnation Proceeds": With respect to each Mortgage Loan, all
awards or settlements in respect of the related Mortgaged Property, whether
permanent or temporary, partial or entire, on account of the exercise of the
power of eminent domain or condemnation of such Mortgaged Property, held in an
escrow account or a trust account, which is an Eligible Account, pursuant to the
terms of the related Mortgage Loan Documents and applicable Law, and applied or
to be applied to the restoration or repair of such Mortgaged Property or
required to be released to the related Mortgagor in accordance with the terms of
such Mortgage Loan Documents or, to the extent not expressly provided therein,
in accordance with Accepted Master Servicing Practices or Accepted Special
Servicing Practices, as applicable, and applicable Law.
"Corporate Trust Office": The principal corporate trust office of
the Indenture Trustee at which at any particular time its corporate trust
business with respect to the Indenture shall be administered, which is currently
located at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000,
Attention: Asset Backed Securities Trust Services Group--ICCMAC 1999-1.
"Corrected Mortgage Loan": Any Specially Serviced Mortgage Loan that
has become current and remained current for three consecutive Monthly Payments
(for such purposes taking into account any modification or amendment of such
Mortgage Loan) and (provided that no additional Servicing Transfer Event is
foreseeable in the reasonable judgment of the Special Servicer) the Special
Servicer has returned servicing of such Mortgage Loan to the Master Servicer
pursuant to Section 6.02 of the Servicing Agreement.
"CSSA Standard Information Package": The report in the format of the
Commercial Secondary Market and Securitization Association Standard information
package, as in effect from time to time.
"Custodian": A Person who is at any time appointed by the Indenture
Trustee pursuant to Section 6.14 of the Indenture as a document custodian.
"Cut-Off Date": February 1, 1999.
"Cut-Off Date Balance": With respect to any Mortgage Loan, the
outstanding principal balance of such Mortgage Loan as of the Cut-Off Date, net
of the principal portion of all unpaid Monthly Payments due on or before such
date, excluding, with respect to each Mortgage Loan, the right to receive
Prepayment Premiums, which Prepayment Premiums shall remain property of the
Mortgage Loan Seller.
"DCR": Duff & Xxxxxx Credit Rating Co., and its successors in
interest.
"Defaulted Mortgage Loan": Any Mortgage Loan which is more than 60
days delinquent in whole or in part in respect of any Monthly Payment, or is
more than 30 days delinquent in whole or in part in respect of the related
Balloon Payment, if any; provided that for purposes of this definition, no
Monthly Payment (other than a Balloon Payment) shall be deemed delinquent if
less than five dollars ($5.00) of all amounts due and payable on such Mortgage
Loan has not been received as of the most recent Due Date therefor.
"Deficient Valuation": With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the related Mortgaged Property
in an amount less than the then Stated Principal Balance of such Mortgage Loan,
or any reduction in the amount of principal to be paid in connection with any
scheduled Monthly Payment that constitutes a permanent forgiveness of principal,
which valuation results from a proceeding initiated under the Bankruptcy Code
with respect to the related Mortgagor or a state court deficiency proceeding.
"Definitive Bond": As defined in Section 2.12(a) of the Indenture.
"Deposit Trust Agreement": The Deposit Trust Agreement, dated as of
February 1, 1999, between the Depositor and the Owner Trustee, pursuant to which
the Issuer was created, and any amendments or supplements thereto.
"Depositor": Imperial Credit Commercial Mortgage Acceptance Corp., a
California corporation, and its successors in interest.
"Depository": The Depository Trust Company and any successor thereto
appointed by the Issuer as a Depository; provided that the Depository shall at
all times be a "clearing corporation" as defined in Section 8-102(a)(5) of the
Uniform Commercial Code of the State of New York and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act; and
provided, further, that no entity shall be a successor Depository unless Bonds
held through such entity or its nominees are treated for U.S. Federal income tax
purposes as being in "registered form" within the meaning of Section 163(f) of
the Code.
"Depository Participant": A broker, dealer, bank or other financial
institution or other Person for whom from time to time the Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
"Depository Representation Letter": The Letter of Representations
dated March 10, 1999 among the Issuer, the Indenture Trustee and initial
Depository in connection with the issuance of the Class X-0, Xxxxx X-0, Class S,
Class A-3, Class B and Class C Bonds.
"Determination Date": With respect to any Payment Date, the 17th day
of the month in which such Payment Date occurs, or, if such 17th day is not a
Business Day, the immediately preceding Business Day.
"Directing Bondholder": The Monitoring Bondholder selected by a
majority of the Monitoring Bondholders, by Bond Balance, as certified to the
Indenture Trustee by the Bondholders or Bond Owners, as the case may be, from
time to time; provided, that, absent such selection, or (i) until a Directing
Bondholder is so selected, or (ii) upon receipt of notice from a majority of the
Monitoring Bondholders, by Bond Balance, that a Directing Bondholder is no
longer so designated, the Monitoring Bondholder(s) which owns the largest
aggregate Bond Balance of one or more Monitoring Classes shall be the Directing
Bondholder.
"Directly Operate": With respect to any REO Property, the furnishing
or rendering of services to the tenants thereof, that are not customarily
provided to tenants in connection with the rental of space "for occupancy only"
within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the
management or operation of such REO Property, the holding of such REO Property
primarily for sale to customers, the use of such REO Property in a trade or
business conducted by the Issuer or the performance of any construction work on
the REO Property (other than the completion of a building or improvement, where
more than 10% of the construction of such building or improvement was completed
before default became imminent), other than through an Independent Contractor;
provided, however, that the Issuer (or the Special Servicer on behalf of the
Issuer) shall not be considered to Directly Operate an REO Property solely
because the Issuer (or the Special Servicer on behalf of the Issuer) establishes
rental terms, chooses tenants, enters into or renews leases, deals with taxes
and insurance or makes decisions as to repairs or capital expenditures with
respect to such REO Property or takes other actions consistent with Treasury
Regulations Section 1.856-4(b)(5)(ii).
"Diskette": Any one of the computer diskettes attached to the inside
back cover of the Prospectus Supplement, each of which contains information
about each of the Mortgage Loans.
"Disposition Fee": A fee payable to the Special Servicer as
additional compensation equal to 1.0% of the net proceeds of the sale or
liquidation ( in whole or in part) of any Specially Serviced Mortgage Loan or
REO Property that is sold or transferred or otherwise liquidated by the Special
Servicer pursuant to Section 6.12 of the Servicing Agreement.
"Distributable Amount": Any Class S Distributable Amount or Class X
Distributable Amount, as applicable.
"Document Defect": As defined in Section 2.02(a) of the Servicing
Agreement.
"DOL": The United States Department of Labor, or any successor in
interest.
"DOL Regulations": The regulations promulgated at 29 C.F.R. ss.
2510.3-101.
"Dollar" or "$": A dollar or other equivalent unit in such coin or
currency of the United States of America as at the time shall be legal tender
for the payment of public or private debts.
"Due Date": With respect to any Mortgage Loan, the day of the month
set forth in the related Mortgage Note on which each Monthly Payment thereon is
scheduled to be due.
"Early Termination Amount": Any Class S Early Termination Amount or
Class X Early Termination Amount, as applicable.
"Eligible Account": Either (i) (A) an account or accounts maintained
with either a federal or state chartered depository institution or trust company
the long-term unsecured debt obligations (or short-term unsecured debt
obligations if the account holds funds for less than 30 days) or commercial
paper of which are rated by each of the Rating Agencies in its highest rating
category at all times (or short-term unsecured debt obligations if the account
holds funds for less than 30 days) of which are rated at least "AA-" or the
equivalent by each Rating Agency or, if applicable, the short-term rating
equivalent thereof, which is at least "D-1" by DCR and "A-1" by Standard &
Poor's and DCR, or (B) as to which the Master Servicer or the Indenture Trustee,
as applicable, has received written confirmation from each of the Rating
Agencies that holding funds in such account would not in and of itself, result
in an Adverse Rating Event, or (ii) a segregated trust account or accounts
maintained with a federal or state chartered depository institution or trust
company acting in its fiduciary capacity which, in the case of a state chartered
depository institution or trust company is subject to regulations substantially
similar to 12 C.F.R. ss. 9.10(b), having in either case a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority, or (iii) any other account that, as evidenced by a
written confirmation from each Rating Agency, would not, in and of itself,
result in an Adverse Rating Event, which may be an account maintained with the
Indenture Trustee or the Master Servicer; provided, however, that accounts held
at Banc One Texas, N.A. (or any successor in interest), and any other bank
authorized under the applicable Loan Documents (solely with respect to the
related Mortgage Loan), shall be Eligible Accounts for so long as there is no
downgrade, withdrawal or qualification of the long-term or short-term unsecured
debt rating of such institutions from their ratings as of the Closing Date (or,
with respect to any successor in interest of Banc One Texas, N.A., for so long
as there is no downgrade, withdrawal or qualification of the long-term or
short-term unsecured debt rating of such successor in interest, provided that
such successor in interest had a rating equal to or better than the rating of
Banc One Texas, N.A. as of the Closing Date at the time such bank became a
successor in interest).
"Eligible Trustee": A bank (within the meaning of Section 2(a)(5) of
the Investment Company Act) that meets the requirements of Section 26(a)(1) of
the Investment Company Act, that is not an Affiliate of the Depositor, the
Issuer or the Mortgage Loan Seller or an Affiliate of any Person involved in the
organization or operation of the Depositor, the Issuer or the Mortgage Loan
Seller, that is organized and doing business under the Laws of any state or the
United States of America, that is authorized under such Laws to exercise
corporate trust powers and to accept the trust conferred under the Deposit Trust
Agreement or the Holding Trust Agreement, as the case may be, that has a
combined capital and surplus and undivided profits of at least $100,000,000 and
that is subject to supervision or examination by federal or state authority and
that has a long-term unsecured debt rating from each Rating Agency of "A" or
better. If such bank publishes reports of condition at least annually, pursuant
to Law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this definition the combined capital,
surplus and undivided profits of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published.
"Environmental Laws": Any present or future federal, state or local
Law, statute, regulation or ordinance, and any judicial or administrative order
or judgment thereunder, pertaining to health, industrial hygiene, Hazardous
Materials or the environment, including, but not limited to, each of the
following, as enacted as of the date hereof or as hereafter amended:
(i) the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 U.S.C. xx.xx. 9601-9657;
(ii) the Resource Conservation and Recovery Act of 1976, 42 U.S.C.
xx.xx. 6901-6991;
(iii)the Toxic Substance Control Act, 15 U.S.C. xx.xx. 2601-2629;
(iv) the Water Pollution Control Act (also known as the Clean Water
Act), 33 U.S.C. ss. 1251 et seq.;
(v) the Clean Air Act, 42 U.S.C. ss. 7401 et seq.; and
(vi) the Hazardous Materials Transportation Act, 49 X.X.X.xx. 1801 et
seq.
"Environmental Site Assessment": In respect of any Mortgaged
Property, one or more reports regarding the environmental condition of such
Mortgaged Property prepared in connection with the origination of the related
Mortgage Loan or otherwise addressed to the Mortgage Loan Seller and its
successors and assigns. Such reports include, but are not limited to, Phase I
Environmental Reports and a review of a compilation of databases, made available
by several regulatory agencies and conducted by a private service with respect
to an area within a certain radius surrounding the related Mortgaged Property.
"ERISA": The Employee Retirement Income Security Act of 1974, as the
same may be amended from time to time.
"Excess Condemnation Proceeds": With respect to each Mortgage Loan,
all awards or settlements in respect of the related Mortgaged Property, whether
permanent or temporary, partial or entire, on account of the exercise of the
power of eminent domain or condemnation with respect to such Mortgaged Property,
other than any such awards or settlements held in an escrow account or a trust
account, which shall be an Eligible Account, pursuant to the terms of the
related Mortgage Loan Documents and applicable Law, and applied or to be applied
to the restoration or repair of such Mortgaged Property or required to be
released to the related Mortgagor in accordance with the terms of such Mortgage
Loan Documents or, to the extent not expressly provided therein, in accordance
with Accepted Master Servicing Practices or Accepted Special Servicing
Practices, as applicable, and applicable Law.
"Excess Insurance Proceeds": With respect to each Mortgage Loan,
proceeds of any primary hazard insurance policy required to be maintained
pursuant to Section 4.06 of the Servicing Agreement, title insurance policy or
any other Insurance Policy covering such Mortgage Loan or the related Mortgaged
Property, other than any proceeds to be held in an escrow account or a trust
account, which shall be an Eligible Account, pursuant to the terms of the
related Mortgage Loan Documents and applicable Law, and applied or to be applied
to the restoration or repair of such Mortgaged Property or required to be
released to the related Mortgagor in accordance with the terms of the related
Mortgage Loan Documents or, to the extent not expressly provided therein, in
accordance with Accepted Master Servicing Practices or Accepted Special
Servicing Practices, as applicable, and applicable Law.
"Exchange Act": The Securities Exchange Act of 1934, as amended, and
the rules, regulations and published interpretations of the Commission
promulgated thereunder from time to time.
"Final Recovery Determination": A determination by the Special
Servicer with respect to any Specially Serviced Mortgage Loan, as certified in
writing by a Servicing Officer setting forth such determination and the
procedures and considerations of the Special Servicer forming the basis of such
determination, that there has been a recovery of all REO Proceeds, Liquidation
Proceeds and other payments or recoveries that the Special Servicer, in its
reasonable good faith judgment, expects to be ultimately recoverable.
"Fiscal Agent": ABN AMRO Bank N.V., a Netherlands banking
corporation and the corporate parent of the Indenture Trustee, and its
successors in interest.
"GAAP": Generally accepted accounting principles, as in effect in
the United States.
"Governmental Authority": Any government, or any commission,
authority, board, agency, division, subdivision or any court or tribunal of the
government, of the United States of America or of any state, territory, city,
municipality, county or town thereof or of the District of Columbia, or of any
foreign jurisdiction, including the employees or agents thereof.
"Grant": To mortgage, pledge, bargain, sell, warrant, alienate,
demise, convey, assign, transfer, create and grant a security interest in and
right of setoff against, deposit, set over and confirm. A Grant of Collateral
shall include all rights, powers and options (but none of the obligations) of
the Granting party thereunder, including the immediate and continuing right to
claim for, collect, receive and give receipt for principal and interest payments
in respect of the Collateral and all other monies and proceeds payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring
Proceedings in the name of the Granting party or otherwise, and generally to do
and receive anything which the Granting party is or may be entitled to do or
receive thereunder or with respect thereto.
"Hazardous Materials": All materials subject to any Environmental
Law, including, without limitation, materials listed in 49 C.F.R. ss. 172.010,
materials defined as hazardous pursuant to ss. 101(14) of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended,
flammable, explosive or radioactive materials, hazardous or toxic wastes or
substances, lead-based materials, petroleum or petroleum distillates or asbestos
or material containing asbestos, polychlorinated biphenyls ("PCBs"), radon gas,
urea formaldehyde and any substances classified as being "in inventory", "usable
work in process" or similar classification that would, if classified as
unusable, be included in the foregoing definition.
"Highest Lawful Rate": As defined in Section 14.19 of the Indenture.
"Holder": A Bondholder.
"Holding Trust": ICCMIC Commercial Holding Trust 1999-1, a Delaware
business trust, and its successors in interest.
"Holding Trust Agreement": The Holding Trust Agreement, dated as of
February 1, 1999, between the Trustor and the Holding Trustee, pursuant to which
the Holding Trust was created, and any amendments or supplements thereto.
"Holding Trust Certificate": The certificate which represents 100%
of the ownership interest of the Holding Trust, with a "Holding Trust
Certificate" designation on the face thereof, executed and authenticated by the
Holding Trustee and substantially similar in form to Exhibit A attached to the
Holding Trust Agreement.
"Holding Trustee": Wilmington Trust Company, a Delaware banking
corporation, and its successors in interest, in its capacity as trustee under
the Holding Trust Agreement.
"Holding Trustee Fee": A fee of $4,000 per annum, payable each year
on the Payment Date occurring in the month in which the anniversary of the
Closing Date occurs, commencing in March 2000.
"Holding Trustee's Agent": Any agent or attorney of the Holding
Trustee appointed by the Holding Trustee to execute one or more of the trusts or
powers under the Holding Trust Agreement.
"Holding Trustee's Office": The principal corporate trust office of
the Holding Trustee at which, at any particular time, its corporate trust
business is administered, which office at the Closing Date is located at the
address of the Holding Trustee set forth in Section 13.4 of the Holding Trust
Agreement.
"Indenture": The Indenture, dated as of February 1, 1999 between the
Issuer, acting through the Owner Trustee and the Indenture Trustee and any
amendment or supplement thereto.
"Indenture Trustee": LaSalle National Bank, a national banking
association, and its successors in interest, in its capacity as Indenture
Trustee under the Indenture, or any successor trustee appointed as provided in
the Indenture.
"Indenture Trustee Fee": With respect to each Mortgage Loan and for
any Payment Date, an amount equal to one-twelfth of the product of (a) the
Indenture Trustee Fee Rate and (b) the Stated Principal Balance of each Mortgage
Loan as of the Due Date in the preceding calendar month, calculated on the basis
of a 360-day year consisting of twelve 30-day months.
"Indenture Trustee Fee Rate": A fee rate of 0.008%.
"Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Issuer, the Depositor, the
Mortgage Loan Seller, the Loan Originator, the Indenture Trustee, the Fiscal
Agent, the Owner Trustee, the Master Servicer, the Special Servicer and any and
all Affiliates thereof, (ii) does not have any direct financial interest in or
any material indirect financial interest in any of the Issuer, the Depositor,
the Mortgage Loan Seller, the Loan Originator, the Indenture Trustee, the Fiscal
Agent, the Owner Trustee, the Master Servicer, the Special Servicer or any
Affiliate thereof, and (iii) is not connected with the Issuer, the Depositor,
the Mortgage Loan Seller, the Loan Originator, the Indenture Trustee, the Fiscal
Agent, the Owner Trustee, the Master Servicer, the Special Servicer or any
Affiliate thereof as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions.
"Independent Contractor": Either (i) any Person that would be an
"independent contractor" with respect to the Issuer within the meaning of
Section 856(d)(3) of the Code, so long as the Issuer does not receive or derive
any income from such Person and provided that the relationship between such
Person and the Issuer is at arm's length, all within the meaning of Treasury
Regulation Section 1.856-4(b)(5) (except that the Master Servicer or the Special
Servicer shall not be considered to be an Independent Contractor under the
definition in this clause (i) unless an Opinion of Counsel has been delivered to
the Issuer to that effect) or (ii) any other Person (including the Master
Servicer and the Special Servicer) upon receipt by the Issuer and the Special
Servicer of an Opinion of Counsel, which shall be at no expense to the Issuer or
the Special Servicer, to the effect that the taking of any action in respect of
any REO Property by such Person, subject to any conditions therein specified,
that is otherwise herein contemplated to be taken by an Independent Contractor
will not cause such REO Property to cease to qualify as "foreclosure property"
within the meaning of Section 856(e) of the Code or cause any income realized in
respect of such REO Property to fail to qualify as Rents from Real Property.
"Index": With respect to each Adjustable Rate Mortgage Loan and each
Interest Rate Adjustment Date, the base index used to determine the new Mortgage
Interest Rate in effect thereon as specified in the related Mortgage Note.
"Institutional Accredited Investor": An "accredited investor" as
defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the
Securities Act or any entity in which all of the equity owners come within such
paragraphs.
"Insurance Policy": With respect to any Mortgage Loan, any insurance
policy required to be maintained under the Servicing Agreement or the related
Mortgage Loan Documents.
"Insurance Proceeds": With respect to each Mortgage Loan, proceeds
of any primary hazard insurance policy required to be maintained pursuant to
Section 4.06 of the Servicing Agreement, or any other Insurance Policy covering
such Mortgage Loan or the related Mortgaged Property, to be held in an escrow
account or a trust account, which is an Eligible Account, pursuant to the terms
of the related Mortgage Loan Documents, related to such Mortgage Loan and
applied or to be applied to the restoration or repair of the related Mortgaged
Property or required to be released to the related Mortgagor in accordance with
the terms of the related Mortgage Loan Documents and applicable Law, or, to the
extent not expressly provided therein, in accordance with Accepted Master
Servicing Practices or Accepted Special Servicing Practices, as applicable, and
applicable Law.
"Interest Accrual Period": With respect to any Payment Date and any
Class of Bonds (other than the Class S, Class X, Class F, Class G and Class H
Bonds), the period from the immediately preceding Payment Date (or with respect
to the initial Payment Date, from the Closing Date) to and including the day
immediately preceding the applicable Payment Date. The Interest Accrual Period
for the Class F and Class G Bonds (and for the Class S and Class X Bonds with
respect to Shortfall Amounts) on each Payment Date will be the calendar month
preceding the month in which such Payment Date occurs. The Class S, Class X and
Class H Bonds do not have Interest Accrual Periods and will not accrue interest
(other than with respect to Class S Shortfalls and Class X Shortfalls, as
applicable).
"Interest Rate Adjustment Date": With respect to each Adjustable
Rate Mortgage Loan, any date on which the related Mortgage Interest Rate is
subject to adjustment pursuant to the related Mortgage Note.
"Interested Person": As of any date of determination with respect to
any Mortgage Loan, the Mortgagor, the Mortgage Loan Seller, the Loan Originator,
the Issuer, the Indenture Trustee, the Fiscal Agent, the Owner Trustee, the
Special Servicer, any Independent Contractor engaged by the Special Servicer, or
the Master Servicer.
"Investment Company Act": The Investment Company Act of 1940, as
amended, and the rules, regulations and published interpretations of the
Commission promulgated thereunder from time to time.
"IRS": The Internal Revenue Service, or any successor thereto.
"Issuer": ICCMAC Multifamily and Commercial Trust 1999-1, a Delaware
business trust established pursuant to the Deposit Trust Agreement, and its
successors in interest.
"Issuer Default": Any occurrence which is, or with notice or the
lapse of time or both would become, an Issuer Event of Default.
"Issuer's Equity": The right of the Ownership Certificateholder or
its designee to (i) receive all payments on and proceeds of the Collateral not
otherwise allocable to pay interest, principal or other amounts due on the Bonds
in accordance with their terms or expenses of the Trust Estate, and (ii) to have
the remaining Collateral returned to it after the Indenture is satisfied and
discharged.
"Issuer Event of Default": As defined in Section 5.01 of the
Indenture.
"Issuer Request" or "Issuer Order": A written request or order
signed in the name of the Issuer by an Authorized Officer of the Owner Trustee
and delivered to the Indenture Trustee.
"Law": Any judgment, order, decree, writ, injunction, award,
statute, rule, regulation or requirement of any federal, state, local or other
agency, commission, instrumentality, tribunal, governmental authority,
arbitrator or court having or asserting jurisdiction over any particular Person,
property or matter applicable to such particular Person, property or matter.
"LIBOR": With respect to any Payment Date, the per annum rate for
U.S. Dollar deposits determined in accordance with Section 1.03 of the
Indenture.
"LIBOR Business Day": Any day other than (i) Saturday or a Sunday or
(ii) a day on which banking institutions in the cities of Chicago, Illinois, New
York, New York, or London, England are required or authorized by Law to be
closed.
"LIBOR Deficiency Amount": To the extent that the Bond Interest Rate
on the Class A-1, Class A-2, Class A-3, Class B, Class C, Class D or Class E
Bonds for any Payment Date is determined to be the Weighted Average Remittance
Rate, the excess with respect to such Payment Date of (i) the amount of interest
that would have been payable on such Bonds at the Bond LIBOR Rate for such Class
of Bonds and such Payment Date, over (ii) the amount of interest that is payable
on such Class of Bonds at the Weighted Average Remittance Rate for such Payment
Date.
"LIBOR Rate Adjustment Date": As defined in Section 1.03 of the
Indenture.
"Liquidation Event": With respect to any Mortgage Loan or Specially
Serviced Mortgage Loan, any of the following events: (i) such Mortgage Loan is
paid in full; (ii) a Final Recovery Determination is made with respect to such
Mortgage Loan or Specially Serviced Mortgage Loan; (iii) such Mortgage Loan is
repurchased by the Mortgage Loan Seller pursuant to Sections 2.05 or 3.01(d) of
the Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is repurchased by
the Loan Originator pursuant to Section 3 of the Warranty Agreement; (v) such
Mortgage Loan is repurchased by the Ownership Certificateholder pursuant to
Section 11.01 of the Indenture; or (vi) such Specially Serviced Mortgage Loan is
purchased (or sold to a third-party) by the Special Servicer pursuant to Section
6.05 of the Servicing Agreement.
"Liquidation Proceeds": Cash (including any Excess Insurance
Proceeds or Excess Condemnation Proceeds, but excluding REO Proceeds) received
in connection with the liquidation of a Mortgage Loan or Specially Serviced
Mortgage Loan, whether through the sale or assignment of such Mortgage Loan,
trustee's sale, foreclosure sale or otherwise.
"Loan Maturity Date": With respect to any Mortgage Loan as of any
date of determination, the date on which the last payment of principal is due
and payable under the related Mortgage Note.
"Loan Originator": Southern Pacific Bank, a California banking
corporation, and its successors in interest.
"Loss Mortgage Loan": Any Mortgage Loan (i) as to which a
Liquidation Event has occurred, (ii) with respect to which the Master Servicer,
the Indenture Trustee or the Fiscal Agent, as applicable, has determined that an
Advance previously made or proposed to be made is a Nonrecoverable Advance, or
(iii) with respect to which a Deficient Valuation has been made or a portion of
the principal balance thereof has been otherwise permanently forgiven, by
modification or otherwise.
"MAI Appraisal": Any appraisal prepared by an Independent member of
the Appraisal Institute (who has five years' experience with property types
comparable to the property type of the related Mortgaged Property and in the
jurisdiction in which the related Mortgaged Property is located) required
pursuant to Section 6.13 of the Servicing Agreement.
"Margin": With respect to the Class A-1, Class A-2, Class A-3, Class
B, Class C, Class D and Class E Bonds, the percentages set forth below:
Class Margin
----- ------
A-1 0.28%
A-2 0.42%
A-3 0.60%
B 0.88%
C 1.55%
D 2.00%
E 2.35%
"Master Servicer": Banc One Mortgage Capital Markets, LLC, a
Delaware limited liability company, and its successors in interest, or any
successor servicer appointed as such as provided in the Servicing Agreement.
"Master Servicing Duties": The duties and obligations of the Master
Servicer under the Servicing Agreement.
"Master Servicer Fee": With respect to each Mortgage Loan and for
any Payment Date, an amount equal to one-twelfth of the product of (a) the
Master Servicing Fee Rate and (b) the Stated Principal Balance of each Mortgage
Loan as of the Due Date in the preceding calendar month, calculated on the basis
of a 360-day year consisting of twelve 30-day months. The Master Servicer Fee
includes the fee payable to the Primary Servicer.
"Master Servicing Fee Rate": A fee rate of 0.30%.
"Maturity": With respect to any Bond, the date, if any, as of which
the principal of and interest on such Bond (or in the case of the Class S and
Class X Bonds, the final Class S Scheduled Payment and Class X Scheduled
Payment, respectively, or the Class S Early Termination Amount and Class X Early
Termination Amount, respectively) has become due and payable as provided in the
Indenture, whether at the Stated Maturity Date, if any, by declaration of
acceleration or otherwise.
"Maximum Offered Bond Rate": With respect to any Offered Bond (other
than the Class S Bonds), 14.00% per annum.
"Monitoring Bondholder": Each Holder (or Bond Owner, if applicable)
of a Bond of a Monitoring Class as certified to the Indenture Trustee from time
to time by such Holder or Bond Owner.
"Monitoring Class": As defined in Section 11.01(c) of the
Servicing Agreement.
"Monthly Payment": The amount due in respect of any Mortgage Loan on
any related Due Date, equal to the amount of the monthly payment that is
scheduled to be due in respect thereof on such date in accordance with the terms
of such Mortgage Loan in effect on the Closing Date (including any adjustments
made from time to time after the Closing Date to the Mortgage Interest Rate in
accordance with such terms), and assuming that each prior Monthly Payment has
been made in a timely manner.
"Mortgage": The mortgage, deed of trust or other instrument creating
a first lien on an estate in fee simple or leasehold interest in real property
securing a Mortgage Note, including the assignment of leases and rents related
thereto.
"Mortgage Collateral": As used with respect to the Bonds, the
Pledged Mortgage Loans plus all payments thereon after the Cut-Off Date
(excluding Prepayment Premiums collected on such Mortgage Loans), together with
the related Mortgage Loan Files and Servicing Files and the Issuer's interest in
any Mortgaged Property that secured any Mortgage Loan but which is acquired by
foreclosure or deed in lieu of foreclosure or otherwise after the Closing Date.
"Mortgage Interest Rate": With respect to any Mortgage Loan, the
annual rate at which interest accrues on such Mortgage Loan in accordance with
the terms of the related Mortgage Note.
"Mortgage Loan": Each of the mortgage loans which has been Granted
as Collateral pursuant to the Indenture and accepted by the Indenture Trustee
pursuant to Section 13.01 of the Indenture and from time to time held by the
Indenture Trustee on behalf of the Bondholders, the Mortgage Loans so held
pursuant to Section 13.01 of the Indenture being identified on the Mortgage Loan
Schedule (including, any successor REO Mortgage Loan). As used in this
definition, the term "mortgage loan" includes the related Mortgage Note,
Mortgage and other security documents contained in the related Mortgage Loan
File but does not include the right to any Prepayment Premiums remitted by a
Mortgagor with respect to a Mortgage Loan, which Prepayment Premiums shall be
the property of the Mortgage Loan Seller.
"Mortgage Loan Documents": With respect to each Mortgage Loan, to
the extent applicable, each document or instrument set forth in clauses
(i)-(viii) of the definition of Mortgage Loan File, any collateral assignments
of property management agreements and other services agreements required by the
applicable commitment and other loan documents and all assumption, modification,
consolidation, substitution and extension agreements, any physical assessment
report of the Mortgaged Property, all surveys, all insurance policies, any
environmental site assessment of the Mortgaged Property, any lease subordination
agreements and tenant estoppels, any borrower's counsel opinions and other
agreements, if any, pertaining to such Mortgage Loan.
"Mortgage Loan File": With respect to any Pledged Mortgage Loan,
collectively, the following documents:
(i) the original executed Mortgage Note (or, if accompanied by a
"lost note" affidavit, a copy thereof), endorsed by the
Mortgage Loan Seller or the prior holder of record, in blank
or as follows: "Pay to the order of LaSalle National Bank, as
indenture trustee for the registered holders of ICCMAC
Multifamily and Commercial Trust 1999-1, Collateralized
Mortgage Bonds, Series 1999-1, without recourse";
(ii) an original of the Mortgage and of any intervening assignments
thereof that precede the assignment referred to in clause (iv)
of this definition, with evidence of recording indicated
thereon (unless such document has not yet been returned from
the applicable recording office, in which case a certified
copy of such document as submitted for recording);
(iii) an original of any related Assignment of Leases and Rents (if
such item is a document separate from the Mortgage) and of any
intervening assignments thereof that precede the assignment
referred to in clause (v) of this definition, with evidence of
recording indicated thereon (unless such document has not yet
been returned from the applicable recording office, in which
case a certified copy of such document as submitted for
recording);
(iv) an original Assignment of Mortgage, executed by the Mortgage
Loan Seller or the prior holder of record, in blank or to the
order of the Indenture Trustee, with the assignment to the
Indenture Trustee in the following form: "LaSalle National
Bank, as indenture trustee for the registered holders of
ICCMAC Multifamily and Commercial Trust 1999-1, Collateralized
Mortgage Bonds, Series 1999-1," in recordable form;
(v) an original assignment of any related Assignment of Leases and
Rents (if such item is a document separate from the Mortgage),
executed by the Mortgage Loan Seller or the prior holder of
record, in blank or to the order of the Indenture Trustee,
with the assignment to the Indenture Trustee in the following
form: "LaSalle National Bank, as indenture trustee for the
registered holders of ICCMAC Multifamily and Commercial Trust
1999-1, Collateralized Mortgage Bonds, Series 1999-1," in
recordable form;
(vi) originals or certified copies of all assumption, modification,
consolidation, substitution and extension agreements in those
instances where the terms or provisions of the Mortgage or
Mortgage Note have been modified or the Mortgage or Mortgage
Note has been assumed;
(vii) the original or a copy of the policy or certificate of
lender's title insurance issued on the date of the origination
of such Pledged Mortgage Loan, or, if such policy has not been
issued, an irrevocable, binding commitment to issue such title
insurance policy, or, with respect to each related Mortgage
Loan for which the related Mortgaged Property is located in a
jurisdiction which does not provide for a lender's title
insurance policy, an attorney's opinion of title by an
attorney licensed to practice Law in the jurisdiction where
the related Mortgaged Property is located;
(viii)either (A) the originals of all intervening assignments
(other than the assignments set forth above), if any,
including warehousing assignments, with evidence of recording
thereon, (B) copies of such assignments certified by a title
company, if any, or escrow company to be true and complete
copies thereof where the originals have been transmitted for
recording until such time as the originals are returned by the
public recording office, or (C) copies of such assignments
certified by the public recording offices where such
assignments were recorded to be true and complete copies
thereof in those instances where the public recording offices
retain the original or where the original recorded assignments
are lost; and
(ix) any escrow, guarantee and environmental liability agreement.
provided, that whenever the term "Mortgage Loan File" is used to refer to
documents actually received by the Indenture Trustee or by a Custodian on its
behalf, such term shall not be deemed to include such documents required to be
included therein unless they are actually so received, and with respect to any
receipt or certification by the Indenture Trustee or the Custodian for documents
described in clause (vi) of this definition, shall be deemed to include only
such documents to the extent a Responsible Officer of the Indenture Trustee or
Custodian has actual knowledge of their existence.
"Mortgage Loan Purchase Agreement": The Mortgage Loan Purchase
Agreement, dated as of February 1, 1999, between the Mortgage Loan Seller and
the Depositor regarding the sale, transfer and assignment of the Mortgage Loans
to the Depositor, a copy of which is attached to the Indenture as Exhibit F.
"Mortgage Loan Schedule": The list of Mortgage Loans sold by the
Mortgage Loan Seller to the Depositor pursuant to the Mortgage Loan Purchase
Agreement which were simultaneously transferred to the Issuer pursuant to the
Deposit Trust Agreement and pledged by the Issuer to the Indenture Trustee and
granted as Collateral to secure the Bonds pursuant to the Indenture. Such list
is attached to the Servicing Agreement as Exhibit A, to the Indenture as
Schedule I, and to the Mortgage Loan Purchase Agreement as Exhibit A.
"Mortgage Loan Seller": Imperial Credit Commercial Mortgage
Investment Corp., a Maryland corporation, and its successors in interest.
"Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, together with any rider,
addendum or amendment thereto, or any renewal, substitution or replacement of
such note.
"Mortgaged Property": The underlying property (including any REO
Property) that secures a Mortgage Loan, in each case consisting of a parcel or
parcels of land improved by a commercial and/or multifamily building or
facility, together with any personal property, fixtures, leases and other
property or rights pertaining thereto.
"Mortgagor": The obligor or obligors on a Mortgage Note, including
without limitation, any Person that has acquired the related Mortgaged Property
and assumed the obligations of the original obligor under the Mortgage Note.
"New Lease": Any lease of an REO Property entered into at the
direction of the Special Servicer on behalf of the Issuer, including any lease
renewed, modified or extended on behalf of the Issuer, if the Issuer has the
right to renegotiate the terms of such lease.
"Nonrecoverable Advance": Any Advance previously made or proposed to
be made by the Master Servicer, the Special Servicer, the Indenture Trustee or
the Fiscal Agent, in respect of a Mortgage Loan which together with interest
thereon, in the reasonable good faith judgment of the Master Servicer, the
Special Servicer, the Indenture Trustee or the Fiscal Agent, as applicable, will
not, or, in the case of a proposed Advance, would not, together with interest at
the Advance Rate thereon, be ultimately recoverable by the Master Servicer, the
Special Servicer, the Indenture Trustee or the Fiscal Agent, as applicable, from
net proceeds and collections received solely with respect to such Mortgage Loan
or the related Mortgaged Property, including related Excess Insurance Proceeds,
Liquidation Proceeds, REO Proceeds, Excess Condemnation Proceeds and escrowed
amounts, which determination shall be set forth in a Nonrecoverable Advance
Certificate filed with the Indenture Trustee. The Indenture Trustee and the
Fiscal Agent may conclusively rely on the determination of nonrecoverability
made by the Master Servicer or the Special Servicer.
"Nonrecoverable Advance Certificate": A certificate signed by a
Servicing Officer of the Master Servicer, or by a Responsible Officer of the
Indenture Trustee or the Fiscal Agent, as applicable, setting forth the
determination of a Nonrecoverable Advance and the procedures and considerations
of the Master Servicer, the Special Servicer, the Indenture Trustee or the
Fiscal Agent, as applicable, forming the basis of such determination (including
but not limited to copies of information such as related income and expense
statements, any appraisals, rent rolls, occupancy status, property inspections,
and other Servicer inquiries with respect to the value of the related Mortgaged
Property).
"Non-Registered Bond": Any Bond that has not been registered under
the Securities Act. As of the Closing Date, the Non-Registered Bonds are the
Class X, Class F, Class G and Class H Bonds.
"Non-U.S. Person": A person other than a U.S. Person.
"Offered Bonds": Any Class X-0, Xxxxx X-0, Class S, Class A-3, Class
B, Class C, Class D or Class E Bond.
"Officer's Certificate": A certificate signed by any one Authorized
Officer of the Person from whom said certificate is required or, in the case of
an Officer's Certificate of the Issuer, a certificate signed by any Authorized
Officer of the Owner Trustee, and, to the extent delivered to the Indenture
Trustee, complying with the applicable requirements of Section 14.01 of the
Indenture. Unless otherwise specified, any reference in the Indenture to an
Officer's Certificate shall be to an Officer's Certificate of the Issuer.
"One-Month LIBOR": With respect to any Payment Date, the applicable
one-month LIBOR rate for one-month U.S. dollar deposits, determined as set forth
in Section 1.03 of the Indenture.
"Operative Agreements": The Indenture, the Servicing Agreement, the
Primary Servicing Agreement, the Deposit Trust Agreement, the Holding Trust
Agreement, the Administration Agreement, the Mortgage Loan Purchase Agreement
and the Warranty Agreement.
"Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be salaried counsel for the Issuer, the Depositor, the Mortgage Loan
Seller, the Master Servicer, or Special Servicer (if required to be delivered
under any of the Operative Agreements, then acceptable and delivered to the
Indenture Trustee), except that any opinion of counsel relating to (i) federal
income taxation matters, (ii) the resignation of the Master Servicer or the
Special Servicer pursuant to Section 3.11 of the Servicing Agreement, or (iii)
any actions or duties which cannot be undertaken or are no longer permitted
under applicable Law, must be an opinion of counsel who is Independent.
"Outstanding": Shall mean, as of any date of determination, all
Bonds theretofore authenticated and delivered under the Indenture, except:
(i) Bonds theretofore canceled by the Bond Registrar or delivered to
the Bond Registrar for cancellation;
(ii) Bonds or portions thereof for whose payment or redemption money
in the necessary amount has been theretofore deposited with the
Indenture Trustee or any other Paying Agent (other than the
Issuer) in trust for the Holders of such Bonds; provided,
however, that if such Bonds are to be redeemed, notice of such
redemption has been duly given pursuant to the Indenture or
provision therefor, satisfactory to the Indenture Trustee or any
other Paying Agent, has been made; and
(iii)Bonds in exchange for or in lieu of which other Bonds have been
authenticated and delivered pursuant to the Indenture, other than
any such Bonds in respect of which there shall have been
presented to the Bond Registrar proof satisfactory to it that
such Bonds are held by a bona fide purchaser in whose hands such
Bonds are valid obligations of the Issuer;
provided, however, that in determining whether the Holders of Bonds with the
requisite aggregate Bond Principal Amount, or representing the requisite
percentage of Voting Rights, have given any request, demand, authorization,
vote, direction, notice, consent or waiver hereunder, except as otherwise
expressly provided herein, Bonds owned by the Issuer, any other obligor on Bonds
or the Depositor (each of the foregoing Persons, solely for purposes of this
definition, an "Interested Person") or by any Affiliate of an Interested Person
shall be disregarded and deemed not to be Outstanding (unless any such Person or
Persons owns all the Bonds), except that, in determining whether the Indenture
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Bonds which the Bond
Registrar knows to be so owned shall be so disregarded, and also except that
Bonds so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Bond Registrar
in its sole discretion the pledgee's right to act with respect to such Bonds and
that the pledgee is not an Interested Person or any Affiliate of an Interested
Person.
"Owner Trustee": Wilmington Trust Company, a Delaware banking
corporation, or its successors in interest, in its capacity as trustee under the
Deposit Trust Agreement.
"Owner Trustee Calculation Fee Rate" With respect to any Payment
Date, the rate per annum represented by a fraction, (i) the numerator of which
is $4,000 and (ii) the denominator of which is Stated Principal Balance of the
Mortgage Loans as of the first day of the immediately preceding calendar month.
"Owner Trustee Fee": An annual fee of $4,000.00, payable monthly on
each Payment Date, plus any additional fees and expenses payable to the Owner
Trustee, as set forth in the written Fee and Indemnity Agreement among the Owner
Trustee, the Mortgage Loan Seller and the Depositor.
"Owner Trustee's Agent": Any agent or attorney of the Owner Trustee
appointed by the Owner Trustee to execute one or more of the trusts or powers
hereunder.
"Owner Trustee's Office": The principal corporate trust office of
the Owner Trustee at which, at any particular time, its corporate trust business
is administered, which office at the Closing Date is located at the address of
the Owner Trustee set forth in Section 13.4 of the Deposit Trust Agreement.
"Ownership Certificate": The certificate which represents 100% of
the Issuer's Equity, with an "Ownership Certificate" designation on the face
thereof, executed and authenticated by the Owner Trustee and substantially in
the form of Exhibit A attached to the Deposit Trust Agreement.
"Ownership Certificateholder": With respect to the Ownership
Certificate, the Person in whose name the Ownership Certificate is registered on
the Ownership Certificate Register. Initially, the Holding Trust shall be the
Ownership Certificateholder.
"Ownership Interest": As to any Bond, any ownership or security
interest in such Bond as the Holder thereof and any other interest therein,
whether direct or indirect, legal or beneficial, as owner or as pledgee.
"Paying Agent": The Indenture Trustee or any other Person that meets
the eligibility standards for a Paying Agent specified in Section 3.03 of the
Indenture and is authorized and appointed pursuant to Section 3.03 of the
Indenture by the Issuer to pay the principal of, or interest on any Bonds on
behalf of the Issuer. The principal office of the initial Paying Agent is
located at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000.
"Payment Account": The segregated trust account or accounts created
and maintained by the Indenture Trustee pursuant to Section 8.01 of the
Indenture.
"Payment Date": The 25th day of each month, or if such 25th day is
not a Business Day, the next succeeding Business Day, commencing in March 1999.
The final Payment Date on any Bond shall occur only after due notice by the
Indenture Trustee and only upon presentation and surrender of such Bond at the
location specified on the notice given by the Indenture Trustee.
"P&I Advance": As to any Mortgage Loan, any advance made by the
Master Servicer, the Trustee or the Fiscal Agent pursuant to Section 4.05 of the
Servicing Agreement. Each reference to the payment or reimbursement of a P&I
Advance shall be deemed to include, whether or not specifically referred to and
without duplication, payment or reimbursement of interest thereon at the Advance
Rate from and including the date of the making of such P&I Advance through and
including the date of payment or reimbursement.
"Percentage Interest": With respect to any Bond, the portion of the
relevant Class evidenced by such Bond, expressed as a percentage, the numerator
of which is the initial Bond Principal Amount of such Bond as of the Closing
Date, as specified on the face thereof, and the denominator of which is the
initial aggregate Bond Principal Amount of the relevant Class.
"Permitted Investments": Any one or more of the obligations and
securities listed below that provide for a date of maturity of not more than 30
days but in any event not later than the date prior to the date such funds will
be required to be available for distribution:
(i) direct obligations of, and obligations fully guaranteed by, the
United States of America, or any agency or instrumentality of the
United States of America the obligations of which are backed by
the full faith and credit of the United States of America;
(ii) federal funds, time deposits in, unsecured certificates of
deposits of, or bankers' acceptances issued by, any depository
institution or trust company incorporated or organized under the
Laws of the United States of America or any state thereof and
subject to supervision and examination by federal and/or state
banking authorities, the commercial paper or other short-term
debt obligations of such depository institution or trust company
(or, in the case of a depository institution or trust company
which is the principal subsidiary of a holding company, the
commercial paper or other short-term debt obligations of such
holding company) which has the Required Rating and a maturity of
not more than 365 days;
(iii)commercial or finance company paper (including both
non-interest-bearing discount obligations and interest-bearing
obligations payable on demand or on a specified date not more
than 270 days after the date of issuance thereof) that has the
Required Rating for short-term debt;
(iv) repurchase obligations with respect to any security described in
clause (i) above entered into with a depository institution or
trust company (acting as principal) meeting the rating standards
described in clause (ii) above and having maturities of not more
than 365 days;
(v) units of taxable money market funds, which funds seek to maintain
a constant asset value and have been rated "AAAm" or "AAAmg" by
Standard & Poor's, and by any other Rating Agency in its highest
rating category, or which have been designated in writing by each
Rating Agency as Permitted Investments for purposes of this
definition; and
(vi) any other obligation or security acceptable to each Rating
Agency, as confirmed in writing that would not result in a
downgrading, qualification or withdrawal of the ratings then
assigned to the Bonds;
provided, however, that no such instrument shall be a Permitted Investment if
(v) such instrument evidences a right to receive either (A) only interest
payments with respect to the obligations underlying such instrument or (B) both
principal and interest payments derived from obligations underlying such
instrument and the principal and interest payments with respect to such
instrument provide a yield to maturity of greater than 120% of the yield to
maturity at par of such underlying obligations; (w) its terms do not have a
predetermined fixed dollar amount of principal due at maturity that cannot vary
or change; (x) to the extent rated, an "r" highlighter is affixed to its rating;
(y) to the extent the related interest rate is variable, interest thereon is not
tied to a single interest rate index plus a single fixed spread (if any), or
does not move proportionately with that index; or (z) such instrument is
purchased at a premium over par.
"Person": Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability corporation, limited liability company, limited liability partnership,
or government or any agency or political subdivision thereof.
"Phase I Environmental Report": A report similar in form and
substance to a "phase I" report, as described in, and meeting the criteria of,
(i) Chapter 5 of the Federal National Mortgage Association Multifamily Guide or
any successor provisions covering the same subject matter, in the case of
Specially Serviced Mortgage Loans as to which the related Mortgaged Property is
multifamily property or (ii) the American Society for Testing and Materials in
the case of Specially Serviced Mortgage Loans as to which the related Mortgaged
Property is a non-multifamily property.
"Plan": Any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Xxxxx plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, including insurance company general accounts, that
is subject to ERISA or the Code.
"Pledged Account": Any account, including the Collection Account and
the Payment Account, Granted as security for the Bonds.
"Pledged Mortgage Loan": Any one of the Mortgage Loans pledged to
the Indenture Trustee by the Issuer pursuant to the granting clause of the
Indenture, that from time to time are held as a part of the Trust Estate and as
are more fully described on Schedule I of the Indenture.
"Predecessor Bond": With respect to any Bond and Class, every
previous Bond and Class evidencing all or a portion of the same debt as that
evidenced by such Bond; for the purpose of this definition, any Bond
authenticated and delivered under Section 2.06 of the Indenture in lieu of a
mutilated, lost, destroyed or stolen Bond of the same Class shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Bond.
"Prepayment Interest Excess": With respect to any Payment Date, for
each Mortgage Loan that was subject to a Principal Prepayment in full or in part
after the Due Date occurring in the related Collection Period, the amount of
interest accrued at the Remittance Rate for such Mortgage Loan on the amount of
such Principal Prepayment during the period from and after such Due Date, to the
extent collected.
"Prepayment Interest Shortfall": With respect to any Payment Date,
for each Non-Specially Serviced Mortgage Loan that was subject to a Principal
Prepayment in full or in part prior to the Due Date occurring in the related
Collection Period, the amount of interest that would have accrued at the
Remittance Rate (but without subtracting the Indenture Trustee Fee from the
calculation thereof) for such Mortgage Loan on the amount of such Principal
Prepayment during the period commencing on the date as of which such Principal
Prepayment was applied to the unpaid principal balance of such Mortgage Loan and
ending on the day immediately preceding such Due Date, inclusive.
"Prepayment Premium": Any premium, penalty or fee paid or payable,
as set forth in the related Mortgage Note, by a Mortgagor in connection with a
Principal Prepayment. The right to receive Prepayment Premiums shall be retained
by the Mortgage Loan Seller.
"Primary Servicer": Initially, Southern Pacific Bank, pursuant to
the Primary Servicing Agreement.
"Primary Servicing Agreement": The Primary Servicing Agreement,
dated as of February 1, 1999, between the Master Servicer and the Primary
Servicer regarding the initial primary servicing of the Mortgage Loans (except
for Specially Serviced Mortgage Loans) by the Primary Servicer, and any
amendments or supplements thereto.
"Prime Rate": As of any day, the per annum rate reported as the
"Prime Rate" in The Wall Street Journal on the immediately preceding Business
Day.
"Principal Payment Amount": With respect to any Payment Date, the
aggregate of the following:
(i) the principal portions of all Monthly Payments (other than
Balloon Payments) due, and any Assumed Monthly Payments deemed
due, as the case may be, in respect of the Mortgage Loans for
their respective Due Dates occurring during the related
Collection Period, to the extent such Monthly Payments or Assumed
Monthly Payments, as applicable, are received during such
Collection Period or a P&I Advance is made with respect to such
Monthly Payments or Assumed Monthly Payments prior to such
Payment Date;
(ii) all payments (including Principal Prepayments and Balloon
Payments, but excluding Prepayment Premiums) and other
collections (including Liquidation Proceeds, Condemnation
Proceeds and Insurance Proceeds) that were received on or in
respect of the Mortgage Loans during the related Collection
Period and that were identified and applied by the Master
Servicer or Special Servicer, as applicable, as recoveries of
principal thereof, in each case net of any portion of such
payment or other collection that represents a recovery of the
principal portion of any Monthly Payment (other than a Balloon
Payment) due, or the principal portion of any Assumed Monthly
Payment deemed due, in respect of the related Mortgage Loan on a
Due Date during or prior to the related Collection Period and not
previously recovered; and
(iii)if such Payment Date is subsequent to the initial Payment Date,
the excess, if any, of (A) the Principal Payment Amount for the
immediately preceding Payment Date, over (B) the aggregate
payments of principal made in respect of the Bonds on such
immediately preceding Payment Date.
"Principal Prepayment": Any payment or other recovery of principal
on a Mortgage Loan that is received in advance of its scheduled Due Date which
is not accompanied by an amount of interest representing scheduled interest due
on any date or dates in any month or months subsequent to the month of
prepayment.
"Private Bonds": The Class X, Class F, Class G and Class H Bonds.
"Proceeding": Any suit in equity, action at Law or other judicial or
administrative proceeding.
"Property Protection Advance": Any expenses identified in the
Servicing Agreement as Property Protection Expenses which are required to be
advanced by the Master Servicer, or by the Special Servicer, consistent with
Accepted Master Servicing Practices or Accepted Special Servicing Practices, as
applicable, or by the Indenture Trustee or the Fiscal Agent, to the extent the
Master Servicer or the Special Servicer fails to make such advances.
"Property Protection Expenses": The following costs and expenses,
but, with respect to items (ii) through (xiii) below, only to the extent that
they are paid to third persons in arms' length arrangements, which may, to the
extent expressly approved in the related Asset Strategy Report as to the Special
Servicer, be Affiliates, who are generally in the business of providing such
goods and services and that such expenses are reasonable for the types of goods
or services provided in the geographical area in which such goods or services
are provided: (i) real estate taxes, assessments and similar charges; (ii)
premiums for insurance; (iii) utility costs; (iv) payments required under
service contracts, including but not limited to service contracts for heating,
ventilation and air conditioning systems, elevators, landscape maintenance, pest
extermination, security, model furniture, swimming pool service, trash removal,
answering service, credit checks and monitoring the satisfaction of real estate
tax assessments and the designation from time to time of special flood hazard
areas; (v) payroll costs and benefits for on-site maintenance personnel,
including but not limited to housekeeping employees, porters and general
maintenance and security employees; (vi) property management fees; (vii) usual
and customary leasing and sales brokerage expenses and commissions and other
costs and expenses associated with marketing, selling or otherwise disposing of
Specially Serviced Mortgage Loans or REO Properties including, without
limitation, marketing brochures, auction services, reasonable legal fees,
surveys, title insurance premiums and other title company costs; (viii) permits,
licenses and registration fees and costs; (ix) any expense necessary in order to
prevent or cure a breach under a lease, contract or agreement, if the
consequences of failure to prevent or cure could, in the sole judgment of the
Special Servicer, have a material adverse effect with respect to the Mortgage
Loan, REO Property or Mortgaged Property; (x) any expense necessary in order to
prevent or cure a material violation of any applicable Law, regulation, code or
ordinance with respect to any Mortgaged Property, including without limitation
any environmental remediation; (xi) costs and expenses of appraisals,
valuations, surveys, inspections, environmental assessments, credit reports, or
market studies (including, in each case, review thereof); (xii) other such
reasonable marketing, legal, accountants expert witness fees and other fees and
expenses incurred by the Special Servicer in connection with the enforcement,
collection, foreclosure, management and operation of Specially Serviced Mortgage
Loans or REO Properties, the bankruptcy of any related Mortgagor, and the
performance of their servicing duties under the Servicing Agreement; and (xiii)
such other expenses as are reasonable and immediately necessary to operate a
Mortgaged Property or REO Property and to protect and maintain the lien of the
Mortgage on such Mortgaged Property or REO Property or to enforce the related
Mortgage Loan Documents.
"Prospectus": The prospectus, dated February 19, 1999 of the
Depositor.
"Prospectus Supplement": The prospectus supplement, dated March 5,
1999 to the Prospectus prepared by the Depositor in connection with the offering
of the Class X-0, Xxxxx X-0, Class S, Class A-3, Class B, Class C, Class D and
Class E Bonds.
"PTCE": A "prohibited transaction class exemption", as related to
ERISA.
"Purchase Price": With respect to any Mortgage Loan, the unpaid
principal balance thereof as of the date of purchase, together with (i) all
unpaid accrued interest thereon at the Mortgage Interest Rate on such Mortgage
Loan from the date as to which interest was last paid by the related Mortgagor
to the Due Date in the Collection Period in which the relevant repurchase is to
occur, (ii) all related unreimbursed Property Protection Advances, (iii) all
accrued and unpaid interest on related Advances, (iv) any related compensation
payable to the Special Servicer, and (v) any expense arising out of the
enforcement of the repurchase obligation and any costs associated with such
repurchase.
"QIB": A "qualified institutional buyer" within the meaning of Rule
144A.
"QRS": A "qualified REIT subsidiary" within the meaning of Section
856(i) of the Code.
"Qualified Insurer": An insurance company:
(i) duly qualified as such under the Laws of the state in which the
related Mortgaged Property is located;
(ii) duly authorized and, if required, licensed in such state to
transact the applicable insurance business and to write the
insurance provided; and
(iii)whose claims paying ability is rated at least "A" by each Rating
Agency (or, if not rated by each of the Rating Agencies, rated at
least "A" by Standard & Poor's and any other nationally
recognized statistical rating organization which rates the claims
paying ability of such insurance company.
"Rated Bond": Any of the Class X-0, Xxxxx X-0, Class S, Class A-3,
Class B, Class C, Class D, Class E, Class X, Class F, Class G and Class H Bonds.
"Rating Agency": Each of Standard & Poor's and DCR.
"Real Estate Loan Purchase and Sale Agreements": Collectively, those
four individual Agreements for Purchase and Sale of Real Estate Loans, dated as
of October 1, 1997, December 8, 1997, March 27, 1998 and June 30, 1998, each
between the Mortgage Loan Seller and the Loan Originator, whereby the Mortgage
Loan Seller acquired the Mortgage Loans from the Loan Originator.
"Realized Loss": With respect to each Loss Mortgage Loan for which
(A) an event set forth in clause (i) or (ii) of the definition of Loss Mortgage
Loan has occurred, an amount equal to (i) the Stated Principal Balance of the
Loss Mortgage Loan as of the date of such event, plus (ii) interest at the
Remittance Rate from the Due Date as to which interest was last paid or advanced
to Bondholders up to the last day of the month in which such event occurred on
the Stated Principal Balance of such Loss Mortgage Loan outstanding during each
Collection Period that such interest was not paid or advanced, plus (iii) any
unreimbursed Advances and interest accrued and payable thereon at the Advance
Rate, minus (iv) the proceeds, if any, received during the month in which such
event occurred, to the extent applied as recoveries of interest at the
Remittance Rate and to principal of the Mortgage Loan, or (B) an event set forth
in clause (iii) of the definition of Loss Mortgage Loan has occurred, the amount
determined to have been permanently forgiven.
With respect to each Loss Mortgage Loan with respect to which an
Advance previously made has been determined to be a Nonrecoverable Advance an
amount (not less than zero) equal to (i) the Stated Principal Balance of the
Mortgage Loan (or REO Mortgage Loan) as of the date of such determination, plus
(ii) interest at the Remittance Rate from the Due Date as to which interest was
last paid or advanced to Bondholders up to the last day of the month in which
such determination was made on the Stated Principal Balance of such Mortgage
Loan (or REO Mortgage Loan) outstanding during each Collection Period that such
interest was not paid or advanced, plus (iii) any unreimbursed Advances and
interest accrued and payable thereon at the Advance Rate, minus (iv) the
proceeds, if any, received during the month in which such determination was
made, to the extent applied as recoveries of interest at the Remittance Rate and
to principal of the Mortgage Loan.
With respect to each Mortgage Loan which has become the subject of a
Deficient Valuation, the difference between the principal balance of the
Mortgage Loan outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the Deficient Valuation.
Realized Losses will not be allocated to reduce the Bond Principal Amounts of
the Bonds.
"Record Date": With respect to any Class of Bonds, the Ownership
Certificate or the Holding Trust Certificate for any Payment Date, the last
Business Day of the month immediately preceding the month in which the related
Payment Date occurs (or, in the case of the first Payment Date, the Closing
Date).
"Redemption Date": The Payment Date specified by the Indenture
Trustee for the redemption of Bonds of any Class pursuant to Section 11.01 of
the Indenture.
"Redemption Price": The greater of (i) the Bond Redemption Amount
and (ii) the aggregate fair market value of the Mortgage Loans and any REO
Properties included in the Trust Estate.
"Registration Statement": The Depositor's Registration Statement on
Form S-3, No. 333-61305, which was filed with the Commission pursuant to the
Securities Act and declared effective on November 20, 1998.
"Registered Bond": Any Bond registered under the Securities Act.
"Registered Holder": The Person whose name appears on the Bond
Register on the applicable Record Date.
"REIT": A "real estate investment trust" within the meaning of
Section 856(a) of the Code.
"Remittance Date": With respect to each Payment Date, one Business
Day preceding such Payment Date.
"Remittance Rate": With respect to any Mortgage Loan as of any
Payment Date, the per annum rate equal to the excess of the related Mortgage
Interest Rate (without giving effect to any modification, waiver, or amendment
or other reduction thereof following the Cut-Off Date) after giving effect to
the Master Servicer Fee and the Indenture Trustee Fee on the Mortgage Loans as
of the Due Date in the month preceding the month in which such Payment Date
occurs.
"Remittance Report": The report prepared pursuant to Section 4.09(a)
of the Servicing Agreement.
"Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.
"REO Account": The trust account or accounts created and maintained
by the Master Servicer pursuant to Section 6.06 of the Servicing Agreement which
shall be entitled "Banc One Mortgage Capital Markets, LLC, in trust for LaSalle
National Bank, as Indenture Trustee, in trust for Holders of ICCMAC Multifamily
and Commercial Trust 1999-1, Collateralized Mortgage Bond Series 1999-1, REO
Account" and which must be an Eligible Account.
"REO Account Report": The report prepared pursuant to Section
6.08(b) of the Servicing Agreement.
"REO Acquisition": The acquisition by the Special Servicer on behalf
of the Issuer for the benefit of the Bondholders of any Mortgaged Property.
"REO Mortgage Loan": Any Mortgage Loan as to which the related
Mortgaged Property has been acquired by the Special Servicer on behalf of the
Issuer through foreclosure or by deed in lieu of foreclosure, or otherwise in
connection with a defaulted Mortgage Loan, until the Special Servicer has
determined that all amounts that it reasonably expects to recover from or on
account of such Mortgage Loan have been recovered, whether from Excess
Condemnation Proceeds, Excess Insurance Proceeds, Condemnation Proceeds,
Insurance Proceeds, Liquidation Proceeds, REO Proceeds or otherwise (in which
case such Mortgage Loan shall no longer be an REO Mortgage Loan).
"REO Proceeds": Proceeds received in respect of any REO Property
(including, without limitation, proceeds from the rental of the related
Mortgaged Property).
"REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf of the Issuer and is part of the Trust Estate securing the
Bonds through foreclosure, deed-in-lieu of foreclosure or otherwise in
connection with a defaulted Mortgage Loan.
"Representative": X.X. Xxxxxx Securities Inc., acting on behalf of
the several Underwriters pursuant to the Underwriting Agreement.
"Request for Release and Receipt of Documents": A written Request
for Release and Receipt of Documents, substantially in the form of Exhibit B to
the Servicing Agreement.
"Required Rating": For purposes of the definition of "Permitted
Investments" the following ratings:
(a) with respect to commercial paper, short-term debt obligations or
other short-term deposits, the highest short-term rating category of each Rating
Agency (or, if such obligations are not rated by DCR, any two nationally
recognized statistical rating organizations, which shall include Standard &
Poor's and any other rating agency which rates such obligations or deposits; or
(b) with respect to long-term debt obligations, the highest
long-term rating category of each Rating Agency (or, if such obligations are not
rated by DCR, any two nationally recognized statistical rating organizations,
which shall include Standard & Poor's and any other rating agency which rates
such obligations or deposits.
"Resolution": A copy of a resolution certified by an Authorized
Officer of the Owner Trustee to have been duly adopted by the Owner Trustee and
to be in full force and effect on the date of such certification.
"Responsible Officer": As used with respect to the Indenture Trustee
or the Fiscal Agent, any officer assigned to and working in its Asset Backed
Securities Trust Services Group with direct responsibility for the
administration of the Servicing Agreement and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.
As used with respect to the Owner Trustee, any officer of the Owner
Trustee assigned to the Owner Trustee's Office with direct responsibility for
the administration of the Owner Trust Agreement and also, with respect to a
particular matter, any officer of the Owner Trustee employed within the Owner
Trustee's Office, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject, and, in
the case of any certification required to be signed by a Responsible Officer,
such an officer whose name appears on a list of corporate trust officers
furnished to the Depositor and the Indenture Trustee by the Owner Trustee, as
such list may from time to time be amended.
As used with respect to the Holding Trustee, any officer of the
Holding Trustee assigned to the Holding Trustee's Office with direct
responsibility for the administration of the Holding Trust Agreement and also,
with respect to a particular matter, any officer of the Holding Trustee employed
within the Holding Trustee's Office, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject, and, in the case of any certification required to be signed
by a Responsible Officer, such an officer whose name appears on a list of
corporate trust officers furnished to the Trustor by the Holding Trustee, as
such list may from time to time be amended.
"Retained Public Bonds": The Class D and Class E Bonds.
"Rule 144A": Rule 144A under the Securities Act.
"Scheduled Payments": Any of the Class S Scheduled Payments and the
Class X Scheduled Payments, as applicable.
"Securities Act": The Securities Act of 1933, as amended, and the
rules, regulations and published interpretations of the Commission promulgated
thereunder from time to time.
"Servicer": The Master Servicer or the Special Servicer, as
applicable.
"Servicer Event of Default": One or more of the events described
in Section 9.01 of the Servicing Agreement.
"Servicing Agreement": The Servicing Agreement dated as of February
1, 1999, among the Issuer, the Indenture Trustee, the Fiscal Agent, the Master
Servicer and the Special Servicer, and any amendments or supplements thereto.
"Servicing Expense": Any fees, expenses or advances payable or
reimbursable to the Master Servicer or the Special Servicer under the Servicing
Agreement or otherwise in connection with the servicing and administration of
the Mortgage Collateral thereunder.
"Servicing Fee": With respect to any Mortgage Loan and (a) the
Master Servicer, the Master Servicer Fee; or (b) the Special Servicer, the
Special Servicing Fee, as applicable.
"Servicing Files": With respect to any Mortgage Loan:
(i) each related appraisal;
(ii) any related physical assessment report;
(iii)any related Environmental Site Assessment;
(iv) each related Insurance Policy required by the terms of the
Mortgage Loan Documents together with proof of payment of
premiums relating thereto; and
(v) any and all documents in the possession of the Mortgage Loan
Seller or any Affiliate or agent thereof generated or obtained in
connection with the origination or servicing of such Mortgage
Loan (other than any document included in the definition of
"Mortgage Loan File").
"Servicing Officer": With respect to any Servicer, any Assistant
Treasurer, Assistant Secretary, Assistant Vice President, Vice President or
other employee of such Servicer or its general partner, if applicable, involved
in, or responsible for, the administration and servicing of the Mortgage Loans
under the Servicing Agreement and authorized to act on behalf of such Servicer,
as designated by inclusion on a list of such Persons furnished to the Indenture
Trustee and each other Servicer by the related Servicer, as such list may from
time to time be amended by the related Servicer.
"Servicing Transfer Date": The date after (i) the occurrence of a
Servicing Transfer Event and (ii) the Special Servicer receives the information,
documents and records required to be delivered thereto pursuant to Section
6.02(c) of the Servicing Agreement.
"Servicing Transfer Event": The occurrence of any of the following
with respect to a Mortgage Loan: (i) such Mortgage Loan becomes a Defaulted
Mortgage Loan; (ii) the related Mortgagor has entered into or consented to
bankruptcy, appointment of a receiver or conservator or a similar insolvency or
similar proceeding, or the Mortgagor has become the subject of a decree or order
for such proceeding which shall have remained in force undischarged or unstayed
for a period of 60 days; (iii) the Master Servicer shall have received notice of
the foreclosure or proposed foreclosure of any other lien on the Mortgaged
Property; (iv) in the judgment of the Master Servicer, a payment default has
occurred and is not likely to be cured by the related Mortgagor within 60 days;
(v) the related Mortgagor admits in writing its inability to pay its debts
generally as they become due, files a petition to take advantage of any
applicable insolvency or reorganization statute, makes an assignment for the
benefit of its creditors, or voluntarily suspends payment of its obligations;
(vi) any other material default has, in the Master Servicer's judgment, occurred
which is not reasonably susceptible of cure within the time periods and on the
terms and conditions, if any, provided in the related Mortgage; (vii) the
related Mortgaged Property becomes REO Property; (viii) if for any reason, the
Master Servicer cannot enter into an assumption agreement upon the transfer by
the related Mortgagor of the Mortgage; or (ix) an event has occurred which, in
the reasonable judgment of the Master Servicer, has or will materially and
adversely affect the value of the Mortgaged Property.
"Shortfall Amount": Any Class S Shortfall or Class X Shortfall,
as applicable.
"Special Servicer's Appraisal Reduction Estimate": Any estimate of
the value of a Mortgaged Property prepared by the Special Servicer as required
by Section 6.13(a) of the Servicing Agreement.
"Special Servicer": Banc One Mortgage Capital Markets, LLC, a
Delaware limited liability company, or its successors in interest or any
successor special servicer appointed as such as provided in the Servicing
Agreement.
"Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and any Payment Date, an amount equal to one-twelfth of the
product of (a) the Special Servicing Fee Rate and (b) the Stated Principal
Balance of each Specially Serviced Mortgage Loan or REO Mortgage Loan as of the
Due Date in the preceding calendar month, calculated on the basis of a 360-day
year consisting of twelve 30-day months.
"Special Servicing Fee Rate": A fee rate of 0.45%.
"Specially Serviced Mortgage Loan": Any Mortgage Loan with respect
to which a Servicing Transfer Event has occurred and which has not ceased to be
a Specially Serviced Mortgage Loan pursuant to Section 6.10 of the Servicing
Agreement.
"Specially Serviced Mortgage Loan Status Report": With respect to
any Mortgage Loan, shall have the meaning set forth in Section 6.08 of the
Servicing Agreement.
"Standard & Poor's": Standard & Poor's Rating Services, a division
of the XxXxxx-Xxxx Companies, Inc. or its successor in interest.
"State": Any one of the 50 states of the United States of America,
or the District of Columbia.
"Stated Maturity Date": June 1, 2030, which is the Payment Date
occurring two years after the scheduled Loan Maturity Date of the latest
maturing Mortgage Loan.
"Stated Principal Balance": With respect to any Mortgage Loan
(other than an REO Mortgage Loan), as of any date of determination, an amount
equal to (x) the related Cut-Off Date Balance, minus (y) the sum, without
duplication, of:
(i) the principal portion of each Monthly Payment and Balloon Payment
due on such Mortgage Loan after the Cut-Off Date, to the extent
received from the Mortgagor or advanced by the Master Servicer,
Indenture Trustee or Fiscal Agent (in the case of any delinquent
Monthly Payment) and distributed to Bondholders prior to such
date of determination;
(ii) all Principal Prepayments received with respect to such Mortgage
Loan after the Cut-Off Date, to the extent distributed to
Bondholders prior to such date of determination.
(iii)the principal portion of all Insurance Proceeds and Liquidation
Proceeds received with respect to such Mortgage Loan after the
Cut-Off Date, to the extent distributed to Bondholders prior to
such date of determination; and
(iv) any reduction in the outstanding principal balance of such
Mortgage Loan resulting from a Deficient Valuation that occurred
prior to the end of the Collection Period for the most recent
Payment Date.
With respect to any REO Mortgage Loan, as of any date of determination, an
amount (not less than zero) equal to (x) the Stated Principal Balance of the
related Mortgage Loan as of the date of the related REO Acquisition, minus (y)
the sum of:
(i) the principal portion of each P&I Advance made with respect to
such REO Mortgage Loan that was distributed to Bondholders prior
to such date of determination; and
(ii) the principal portion of all Insurance Proceeds, Liquidation
Proceeds and REO Proceeds received with respect to such REO
Mortgage Loan, to the extent distributed to Bondholders prior to
such date of determination.
A Mortgage Loan shall be deemed to be owned by the Issuer and pledged as
Collateral to secure the Bonds and to have an outstanding Stated Principal
Balance through and including the Payment Date on which the proceeds, if any,
received in connection with a Liquidation Event in respect thereof are to be
distributed to Bondholders.
"Successor Person": As defined in Section 3.13(a) of the Indenture.
"Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a Bond.
"Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Bond.
"Transferor": Any Person who is Transferring any Ownership Interest
in a Bond.
"Treasury Regulations": Temporary, final or proposed regulations (to
the extent that by reason of their proposed effective date such proposed
regulations would apply to the Issuer or a Trust Estate) of the United States
Department of the Treasury.
"Trust": The Issuer.
"Trust Estate": The corpus of the Trust created by the Depositor as
of the Closing Date and to be administered pursuant to the Deposit Trust
Agreement, consisting of all of the Issuer's right, title and interest in and to
any and all benefits accruing to the Issuer from: (a) the Mortgage Loans listed
in the Mortgage Loan Schedule annexed to the Indenture as Schedule I, and all
payments thereon after the Cut-Off Date (excluding the right to receive
Prepayment Premiums with respect to the Mortgage Loans), together with the
related Mortgage Loan Files and Servicing Files and the Issuer's interest in any
Mortgaged Property that secured any such Mortgage Loan, but which is acquired by
foreclosure or deed in lieu of foreclosure or otherwise after the Closing Date;
(b) the rights of the Issuer to enforce remedies against the Master Servicer,
the Special Servicer, the Indenture Trustee or the Fiscal Agent under the
Servicing Agreement, against the Administrator under the Administration
Agreement, against the Depositor under the Deposit Trust Agreement and, as
assignee of the Depositor, against the Mortgage Loan Seller under the Mortgage
Loan Purchase Agreement or the Loan Originator under the Warranty Agreement; (c)
the Payment Account; (d) the Collection Account; (e) all present and future
claims, demands, causes and choses in action in respect of the foregoing,
including the rights of the Issuer under the Pledged Mortgage Loans; and (f) all
proceeds of the foregoing of every kind and nature whatsoever, including,
without limitation, all proceeds of the conversion thereof, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind, and other forms of obligations and receivables, instruments and
other property which at any time constitute all or part of or are included in
the proceeds of any of the foregoing.
"Trust Indenture Act" or "TIA": The Trust Indenture Act of 1939, as
amended, and the rules, regulations and published interpretations of the
Commission promulgated thereunder from time to time.
"Trustor": The Mortgage Loan Seller, solely in its capacity as the
trustor of the Holding Trust created pursuant to the Holding Trust Agreement.
"UCC Financing Statement": A financing statement executed and filed
pursuant to the Uniform Commercial Code, as in effect in the relevant
jurisdiction, or, in the case of Louisiana or the Commonwealth of Puerto Rico,
the comparable provisions of Louisiana or Puerto Rico Law, as applicable.
"Unaffiliated Party": With respect to any Person, any Person other
than an Affiliate.
"Underwriters": X.X. Xxxxxx Securities Inc., Prudential Securities
Incorporated and Imperial Capital, LLC (an Affiliate of the Depositor and the
Mortgage Loan Seller).
"Underwriting Agreement": A certain underwriting agreement, dated
March 5, 1999, among the several Underwriters, as purchasers of the Underwritten
Bonds, the Depositor and the Mortgage Loan Seller.
"Underwritten Bonds": The Class X-0, Xxxxx X-0, Class S, Class A-3,
Class B and Class C Bonds.
"Uniform Commercial Code" or "UCC": The Uniform Commercial Code as
in effect in any applicable jurisdiction, as amended from time to time.
"U.S. Person": A citizen or resident of the United States, a
corporation, partnership (except to the extent provided in applicable Treasury
Regulations) or other entity created or organized in or under the Laws of the
United States or any political subdivision thereof, an estate whose income is
subject to United States federal income tax regardless of its source, or a trust
if a court within the United States is able to exercise primary supervision over
the administration of such trust, and one or more such U.S. Persons have the
authority to control all substantial decisions of such trust (or, to the extent
provided in applicable Treasury Regulations, certain trusts in existence as of
August 20, 1996 which are eligible to elect to be treated as U.S. Persons).
"Voting Rights": The portion of the voting rights of all of the
Bonds which is assigned to any Class of Bond as of the date of determination.
The voting rights shall be (i) (A) 2.0% in the case of the Class S Bonds,
provided that the Voting Rights of the Class S Bonds shall be reduced to zero
upon the payment in full of all the Class S Scheduled Payments and any unpaid
Class S Shortfalls and accrued interest thereon (B) 1.0% in the case of the
Class X Bonds, provided that the Voting Rights of the Class X Bonds will be
reduced to zero upon the payment in full of all the Class X Scheduled Payments
and any unpaid Class X Shortfalls and accrued interest thereon (as used in this
definition, the sum of such percentages from time to time, is referred to as the
"Fixed Voting Rights Percentage"); and (ii) in the case of the Class A-1, Class
A-2, Class A-3, Class B, Class C, Class D, Class E, Class F, Class G and Class H
Bonds, a percentage equal to product of (A) 100% minus the Fixed Voting Rights
Percentage multiplied by (B) a fraction, the numerator of which is equal to the
aggregate Outstanding Bond Principal Amount of any such Class (the Bond
Principal Amount of each of the Class H, Class G, Class F, Class E, Class D,
Class C, Class B and Class A-3 Bonds shall be notionally reduced, in that order
and solely for the purposes of determining the Voting Rights of the related
Class on any such Payment Date to the extent of any Appraisal Reduction Amounts
and Realized Losses notionally allocated to such Class, if applicable, on such
Payment Date) and the denominator of which is equal to the aggregate Outstanding
Bond Principal Amounts of all Classes of Bonds (other than the Class S and Class
X Bonds), which shall be reduced solely for this purpose by the aggregate amount
of any Appraisal Reduction Amounts and Realized Losses notionally allocated to
such Classes, if applicable. To the extent that the aggregate of the Appraisal
Reduction Amounts and Realized Losses for any Payment Date exceed the Bond
Principal Amount for any Class, such excess will be applied to notionally reduce
the Bond Principal Amount of the next most subordinate Class of Bonds on such
Payment Date solely for such purpose, provided, however, that no Bond Principal
Amount in respect of any such Class may be notionally reduced below zero. The
Voting Rights of any Class of Bonds shall be allocated among the Bondholders of
such Class in proportion to their respective Percentage Interests.
"Weighted Average Remittance Rate": With respect to any Payment
Date, (i) the rate per annum equal to the weighted average, by Stated Principal
Balance, expressed as a percentage and rounded to eight decimal places, of the
Remittance Rates on the Mortgage Loans prior to giving effect to distributions
thereon in the Collection Period immediately preceding such Payment Date, less
(ii) the Additional Fee Rate; provided that for purposes of calculating the
Weighted Average Remittance Rate, the Mortgage Interest Rates will not reflect
any default interest or increase in a Mortgage Interest Rate occurring after the
related Loan Maturity Date. The Mortgage Interest Rates will also be determined
without regard to any Mortgage Loan modifications, waivers or amendments entered
into after the Cut-Off Date. If a Mortgage Loan accrues interest based on a
360-day year consisting of twelve 30-day months, its interest rate for any month
that is not a 30-day month will be recalculated so that the amount of interest
that would accrue at that rate in such month, calculated based on the actual
number of days elapsed in such month and a 360-day year, will equal the amount
of interest that actually accrues on that Mortgage Loan in that month.
"Workout Fee": The fee payable at the Workout Fee Rate to the
Special Servicer with respect to each Corrected Mortgage Loan.
"Workout Fee Rate": A fee with respect to a Corrected Mortgage Loan
of 1.0% of each collection of interest (other than default interest) and
principal (including Monthly Payments, Principal Prepayments, and Balloon
Payments at the Loan Maturity Date), received on each Corrected Mortgage Loan
for so long as it remains a Corrected Mortgage Loan.
SCHEDULE I
MORTGAGE LOAN SCHEDULE
ICCMAC Multifamily and Commercial Trust 1999-1
Collateralized Mortgage Bonds 1999-1
Original Cut-Off
Loan Id Property Address City State ZIP Code Balance Date Balance
--------- ----------------------------------------- ---------------- ------ -------- ---------- ------------
0000000000 0000 X XXXXXX XXX XXX XXXXXXX XX 00000 $175,000 $167,199
1650010884 0000 XXXXXXX XXXX XXXXXXXXXX XX 00000 $208,000 $188,994
1650010970 0000-0000 X XXXXXXXXXX XXXX XXX XXXXXXX XX 00000 $189,200 $181,507
1650010992 0000-0000 XXXXX XXX XXX XXXXXXX XX 00000 $203,400 $194,572
1650011009 0000 X. 0XX XX. XXXX XXXXX XX 00000 $185,000 $166,674
1650011176 000 X. XXXXXXX XXXXXX XXX XXXXXXX XX 00000 $157,250 $152,792
1650011307 000-000 0/0 00XX XXXXXX XXX XXXXXXX XX 00000 $117,000 $111,636
1650011353 0000 XXXX XXXXXX XXXX XXXXX XX 00000 $180,000 $174,363
1650012477 0000 XXXXXX XXXXXX XXX XXXXXXX XX 00000 $157,250 $154,248
1650012536 0000 XXXXXX XXXX. XXX XXXXXXX XX 00000 $166,500 $163,510
1650013002 000-000 XXXX XXXXXX XXXXXX XXX XXXXXXX XX 00000 $106,250 $103,843
1650013105 000-000 0/0 XXXX 0XX XXXXXX XXXX XXXXX XX 00000 $116,400 $111,533
1650013429 0000 XXXXXX XXX XXX XXXXXXX XX 00000 $322,150 $319,477
1650013432 0000 0XX XXX XXX XXXXXXX XX 00000 $187,000 $185,446
1650013626 4506-4514 & 0/0 Xxxxx Xxxxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $167,000 $165,782
1700010320 0000 XXXX 000XX XXXXXX XXXXXXXXX XX 00000 $115,500 $104,052
1700010420 0000 XXXXXXXXXX XXXX XXXXX XXXXXXXXX XX 00000 $85,000 $79,867
1700010464 0000-0000 XXXXX XXXXXX XXXX XXXX XXXXXXXXX XX 00000 $175,000 $167,605
1700010497 00000 XXXXXXXX XXXXXX XXXXXXXXXX XX 00000 $350,000 $334,559
1720010854 0000-0000 XXXX XXXXX XXXX XXXX XXXXX XX 00000 $230,000 $175,882
1720010996 10142-10142 0/0 XXXXXXXXX XX XXXXX XXXXXXXXX XX 00000 $195,000 $186,334
1720011304 0000-0000 XXXXXXX XXXXXX XXX XXXXXXX XX 00000 $142,200 $138,624
1720012241 00000 XXXXXX XXXXXX XXXXXXXXX XX 00000 $157,250 $152,564
1720012333 0000-0000 XXXXX XXXXXXX XXXXXX XXX XXXXXXX XX 00000 $275,000 $269,675
1720012709 000 X. 00XX XX. XXX XXXXXXX XX 00000 $208,250 $197,638
0000000000 000-000 0/0 XXXXX XXXX XXXXXX XXXX XXXXXXXX XX 00000 $71,600 $70,046
0000000000 0000 XXXXXXX XXXXXX XXXX XXXXXXXXX XX 00000 $243,750 $237,088
0000000000 000 XXXXX XXXXXXXX XXX. #0-00 XXXXXX XX 00000 $230,000 $129,894
3650011409 0000 XXX XXXXXX XXXXXXX XXXXX XX 00000 $240,000 $157,840
3650011416 0000 XXXXXX XXX. XXX XXXX XX 00000 $180,000 $84,764
3650011424 0000 XXXXXXXX XXXXXX XXX XXXXXXX XX 00000 $92,021 $11,255
3700011598 000 XXXXX XXXX XXXXXXXXX XX 00000 $300,000 $262,759
3700011892 0000-0000 XXXX XXXXXXXXXX XXXXX XXXXXX XX 00000 $800,000 $576,797
3720011393 00000 XXXX XXXXXX XXXXXX XX 00000 $275,000 $57,421
0000000000 0000 XXXXXXXX XXXXXX XXX XXXX XX 00000 $300,000 $63,502
3720011403 000 X XXXXXX XXXXX XX 00000 $112,000 $42,335
3720011404 000 X. XXXXXXXXXX XX XXXXXXX XX 00000 $270,000 $89,935
3720011405 000 X. XX XXXXXX XXXX XXXXXXXXX XX 00000 $125,000 $48,403
3720011427 0000-0000 XXXXX XXXXXX XXXXX XXXXXXX XX 00000 $350,000 $68,080
3720011432 2509 & 0000 X. XXXX XXXXXX XXXXXXXX XX 00000 $125,986 $103,887
3720011612 000 X XXXXXX XXXXX XX 00000 $388,000 $148,012
3720011616 0000 XXXX XXXXXX XXXXXX XXXXX XXXX XXXXXX XX 00000 $425,000 $10,175
21630011696 000 X. XXXXXX XXXXX XXXXXX XX 00000 $199,500 $194,940
21630012785 000 X. XXXXX XXX Xxx Xxxxxxx XX 00000 $269,000 $266,652
21630012904 0000 XXXXXX XXXXXX Xxxxxxxxxx Xxxx XX 00000 $133,000 $130,965
21630012928 00000 XXXXXXX XXX Xxxxxx XX 00000 $132,300 $120,176
21630012931 000-000 XXXXXXXX XXXX. XXX XXXXXXX XX 00000 $182,000 $178,547
21630012954 00000 X. XXXXXXXX Xxx Xxxxxxx XX 00000 $156,500 $154,375
21630012959 0000-0000 XXXXXXX XXX Xxxx Xxxxx XX 00000 $126,225 $124,298
21630012960 000 XXXXX XXXXXX XXXXXX Xxxxxxx XX 00000 $165,000 $162,215
21630012972 00000 XXXXX 00XX XXXXXX XXXXXXXXX XX 00000 $145,000 $142,904
21630012973 00000 XXXXXXX XXXXXX XXXX. Xxxxxxx XX 00000 $156,000 $153,774
21630012975 0000 XXXX XXXXX XXXX. Xxxx Xxxxx XX 00000 $385,000 $379,772
21630012976 0000-0000 XXXX XXXXX XXXX. Xxxx Xxxxx XX 00000 $280,000 $276,197
21630012977 000 XXXXX XXXXXX Xxx Xxxxxxx XX 00000 $180,320 $177,871
21630012990 0000 XXXXXXXX XXX. Xxxx Xxxxx XX 00000 $147,000 $145,004
21630012992 00000 XXXXXXXXX XXXXXX Xxxxx Xxxxxxxxx XX 00000 $686,000 $676,417
21630013010 0000-0000 XX XXXXXXX XXXX. Xxxxxxx XX 00000 $620,000 $611,816
21630013027 0000 XXXXXXX XXXXXX XXX XXXXXXX XX 00000 $109,900 $108,354
21630013028 000-000 00XX XXXXXX Xxxxxxx XX 00000 $132,850 $131,018
21630013029 000 X. XXXXX XXX. Xxx Xxxxxxx XX 00000 $221,000 $217,999
21630013030 0000-0000 XXXX XXXXX Xxxx XX 00000 $156,000 $153,996
21630013032 00000 XXXXXXX XXXX. Xxx Xxxxxxx XX 00000 $136,500 $134,547
21630013034 000 XXXXXXXX XX. Xxx Xxxxxxx XX 00000 $385,000 $379,881
21630013037 0000-00 XXXXXXX XXXX. XXXXX XXXX XX 00000 $152,750 $151,323
21630013045 00000 XXXX XXXXX Xxxxxxxxx XX 00000 $1,350,000 $1,331,398
21630013048 0000 X. 0XX XX. Xxxx Xxxxx XX 00000 $221,250 $218,263
21630013050 000 XXXXXXX XXXXXX Xxxx Xxxxx XX 00000 $285,000 $281,153
21630013063 0000 XXXXXX XXXXXX Xxx Xxxxxxx XX 00000 $260,000 $256,454
21630013064 00000 XXXXXXX XX Xxxxxx Xxxx XX 00000 $711,000 $701,591
21630013068 0000-00 XXXXXXX XXX XXX XXXX XX 00000 $240,000 $236,974
21630013070 0000 XXXX XXXXXX Xxxx Xxxxx XX 00000 $213,000 $210,124
21630013071 000-000 0/0 XXXXX XXXXXXX XXXXXX Xxx Xxxxxxx XX 00000 $168,000 $165,164
21630013090 0000-0000 X XXXXXX XX XXXXXX XX 00000 $129,000 $127,349
21630013109 0000 XXXXXXX XXXXXX Xxx Xxxxxxx XX 00000 $146,250 $144,400
21630013111 000 XXXXXXXXXX XXXXXX Xxxx Xxxx Xxxx XX 00000 $130,000 $128,265
21630013137 000 X. XXXXXX XX. Xxxx Xxxxx XX 00000 $122,500 $119,638
21630013143 0000 XXXXXXX XXXXXX Xxxx Xxxxx XX 00000 $210,000 $207,208
21630013149 0000 XXXXXX XXX. Xxxx Xxxxx XX 00000 $207,750 $205,066
21630013152 0000 XXXXXX XXX. Xxxx Xxxxx XX 00000 $100,750 $99,542
21630013164 000 X. XXXXXX 00 Xxx Xxxxxxx XX 00000 $924,000 $911,366
21630013185 000 XXXXX XXXXXXXX XXXXXX Xxx Xxxxxxx XX 00000 $219,000 $216,654
21630013186 0000 XXXXXXX XXXXXX Xxxxxxx XX 00000 $159,250 $157,455
21630013193 000 XXXX 0XX XXXXXX Xxxx Xxxxx XX 00000 $165,000 $162,712
21630013195 0000 XXXXX XXXX XXXXXX Xxxxxx XX 00000 $178,750 $176,648
21630013204 0000 XXXXX XXXXXXXX XXXXXX Xxxxxxx XX 00000 $130,000 $122,433
21630013207 000 X. XXXXX XX. Xxxxxxxxx XX 00000 $155,400 $150,487
21630013216 0000 XXXXX X XXXXXX XXXXXX XX 00000 $600,000 $593,947
21630013217 0000 XXXXXXXXX XXXXXX Xxx Xxxxxxx XX 00000 $122,500 $121,036
21630013218 000 X. XXXXXXXXX XXXXXX Xxx Xxxxxxx XX 00000 $164,500 $149,496
21630013222 0000 XXXX XXXXXX Xxx Xxxxxxx XX 00000 $77,000 $75,976
21630013241 0000 XXXX XXXXXX X-00 Xxxxxx Xxxx Xxxx XX 00000 $176,250 $174,143
21630013243 0000 XXXXX XXXXXX XXXXXX XXX XXXX XX 00000 $224,700 $221,926
21630013246 0000 X. 000XX. XXXXX Xxxxxxx XX 00000 $157,750 $155,956
21630013256 00000-00000 X. XXXXXXXX XXXX. Xxxxxxxxx XX 00000 $297,500 $294,149
21630013258 0000 XXXX XXXXXXXX XXXXXX Xxx Xxxxxxx XX 00000 $352,000 $348,035
21630013263 00000 XXXXXXXXX XXXX XXXXXXX XXXXX XX 00000 $120,000 $116,976
21630013265 0000 XXXXXX XXXXXX XXXX. Xxxxx Xxxxxxxxx XX 00000 $129,500 $125,118
21630013266 00000 XXXXXX XXXX XXX XXXX XX 00000 $787,500 $778,629
21630013272 000 X 00XX XX XXX XXXXXXX XX 00000 $288,750 $285,483
21630013273 000 X. 00XX XXXXXX Xxx Xxxxxxx XX 00000 $116,250 $114,860
21630013275 0000 X XXXXXXXXXXXX XXX Xxx Xxxxxxx XX 00000 $136,500 $134,895
21630013276 000 X XXXXXXXXXX XXX XXX XXXXXXX XX 00000 $148,750 $146,519
21630013281 0000 XXXXXXX XXXXXX Xxxxxxx XX 00000 $176,000 $173,986
21630013306 000-000 XXXXXXX XXXXXX Xxxx Xxxxx XX 00000 $324,100 $320,433
21630013307 0000 X. XXXXXXXXXX XXXXXXXXX Xxxxxxxxxx XX 00000 $937,500 $927,258
21630013310 0000 X. XXXXXX XXXX XXXXXX Xxx Xxxxxxx XX 00000 $105,000 $103,812
21630013311 211 & 000 X. 00XX XXXXXX Xxx Xxxxxxx XX 00000 $236,250 $233,537
21630013320 0000 XXXXXX XXXXXX Xxxxxxxxx XX 00000 $168,000 $166,133
21630013340 0000 X. XXXXXXXX XXXXXX Xxxxx Xxx XX 00000 $607,500 $600,363
21630013341 000 X. 00XX XXXXXX Xxxxx Xxx XX 00000 $1,822,500 $1,802,174
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21630013640 0000 XXXXXXX XXX Xxxxx Xxxx XX 00000 $217,500 $215,529
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21630013784 0000 Xxxxxx Xxxx. Xxx Xxxxxxx XX 00000 $375,000 $372,068
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E 65th Street
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21630014047 00000 Xxxxxxxxx Xxxxxx Xxxxxx Xxxx XX 00000 $142,500 $141,641
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21650013796 00000 Xxxxxxx Xxxxxx Xxxxxx Xxxx XX 00000 $550,000 $546,834
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Orange Avenue
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21700013687 00000-00 XXXXXXXXXX XXXX. Xxx 00000 Xxx Xxxxxxx XX 00000 $1,231,500 $1,217,711
Xxxxxx Ave
21700013701 00000 XXXXXXX XXX Xxxxxx XX 00000 $1,600,000 $1,582,792
21700013709 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxxxx XX 00000 $136,500 $135,494
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21720013781 0000 Xxxxx Xxxxxx Xxxxx Xxxx XX 00000 $104,000 $103,413
21720013798 0000-00 Xxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $190,200 $187,775
21720013804 0000 X. Xxxxxxxxx Xxx Xxxxxxxxx XX 00000 $825,000 $820,414
21720013824 0000 Xxxxxxxxx Xxx. Xxxxxxxx XX 00000 $1,300,000 $1,291,073
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21720013916 0000 Xxxxxxxxx Xxxx. Xxxxx Xxxxx XX 00000 $265,000 $263,925
21720013930 0000 Xxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $354,000 $352,139
21720013938 0000-0000 X. Xxxxx Xx Xxxxxx/0000-0000 Xxxxxxxxxx Xxxx XX 00000 $662,557 $658,893
Xxxxxxxx Street
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21720013983 000 X. Xxxxxxxx Xxxx. Xxxxxxxx XX 00000 $257,000 $255,802
21720013986 614 Ford Blvd/4532 & 0000 Xxxxxx Xx & Xxx Xxxxxxx XX 00000 $300,000 $298,829
0000 Xxxxxxx Xx.
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21720014037 0000-0000 Xxxxx Xxxxxx Xxxxxxxxx Xxxxx Xxxxxx XX 00000 $1,387,500 $1,380,813
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22330013086 000 X XXXXXXXX XXX XXXXXXX XX 00000 $448,000 $443,673
22600013301 0000 XXXXXX XXX XX XXXX XX 00000 $437,500 $420,778
22630011247 00000 XXXXXXXXXXX XX Xxxxx Xxxxxxx XX 00000 $319,000 $311,587
22630012540 0000 XXXXXXXX XXX XXXX XXXXX XX 00000 $153,300 $151,361
22630012726 0000-0000 XXXXX XXXXXX Xxxx Xxxxx XX 00000 $110,500 $108,987
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22630012947 000 XXXXXXXXXXXX XXXXX XXXXXXXXX XX 00000 $110,500 $109,050
22630012948 000 XXXXXXXXXXXX XXXXX XXXXXXXXX XX 00000 $110,500 $109,050
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22630013131 0000 XXXXX 00XX XXXXXX Xxxxxxx XX 00000 $262,500 $259,179
22630013140 0000-0000 XXXXXX XXXXXX Xxxxx Xxxxxxxxx XX 00000 $360,000 $355,306
22630013159 000 XXXXX XXXXXXXX XXXXXX Xxxxxxxxxx XX 00000 $127,050 $125,772
22630013177 3269-3275 0/0 XXXXXXX XXXXX Xxx Xxxxx XX 00000 $84,000 $82,993
22630013192 0000-0000 0/0 X. 00XX XXXXXX Xxx Xxxxxxx XX 00000 $126,000 $124,563
22630013209 0000 XXX XXXXX Xxxxxxxxxx XX 00000 $161,000 $159,070
22630013215 00000-00000 XXXXXX XXXXXX Xxxxxxx XX 00000 $410,000 $399,476
22630013219 0000 XXXXX XXXXXXXX Xxxxxx XX 00000 $240,000 $237,123
22630013253 00000 XXXXX 0XX XXXXXX Xxxxxxx XX 00000 $100,750 $99,604
22630013257 0000-0000 X. 00XX XXXXXX Xxxxxxx XX 00000 $165,000 $163,123
22630013261 0000-00 X 0XX XX XXX XXXXXXX XX 00000 $140,000 $138,532
22630013279 0000 XXXXXX XXXXXX Xxx Xxxxxxx XX 00000 $300,000 $296,774
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22630013344 000 XXXXXXXX XX X XXXXXX XX 00000 $1,015,000 $1,005,732
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22630013369 0000-0000 X 00XX XXX XXXXXXXX XX 00000 $260,000 $257,510
22630013398 0000-0000 XXXXXXX XXX XXXXX XXXX XX 00000 $130,200 $128,907
22630013399 0000 XXXXXXXX XXXXXX XXXXXX XXXX XX 00000 $204,750 $202,743
22630013417 0000 X XXXXX XXXXXX XX 00000 $300,000 $287,070
22630013430 0000 XXXX X XXXXXX XXX XXXXXXXXXX XX 00000 $119,000 $117,848
22630013435 0000 X 000XX XX XXXXXXXX XX 00000 $432,000 $427,303
22630013441 00000 XXXXX 00XX XXXXXX XXXXXXX XX 00000 $395,500 $392,554
22630013486 0000 XXXXXXX XX XXXXX XXXX XX 00000 $265,000 $240,213
22630013501 0000 XXXXXXX XXXX XXX XXX XXXXXXX XX 00000 $246,750 $244,203
22630013502 000 X XXXXXXXXXX Xxxxx XX 00000 $1,275,000 $1,260,435
22630013540 0000 XXXX XXXX XX Xxxx XX 00000 $1,035,000 $1,027,302
22630013543 0000 XXXXXXX XXXXX Xxxx Xxxxx XX 00000 $140,000 $138,848
22630013544 000 XXXXXXX XXX Xxx Xxxxxxx XX 00000 $250,000 $241,598
22630013564 0000-0000 XXXXXXXXX XXX Xxx Xxxxxxx XX 00000 $442,500 $438,591
22630013566 00000 XXXX XXXXXX XXXXX XXXXXXX Xxxxxxxxxxx XX 00000 $100,000 $98,200
22630013567 0000 XXXXXXX XXXXX Xxx Xxxxxxx XX 00000 $120,000 $118,893
22630013585 00000 00XX XX Xxxxxxx XX 00000 $105,000 $104,151
22630013607 25407-25422 XXXXXXX XXXXX Xxx Xxxxxxxxxx XX 00000 $100,000 $94,222
22630013608 000 X XXXXXXXX XX XXXXXX XX 00000 $378,750 $375,243
22630013611 0000 X XXXXXXX XX XXXXXXX XX 00000 $995,000 $985,364
22630013636 0000 XXXXX XXX Xxx Xxxxxxx XX 00000 $172,500 $171,280
22630013637 000 XXXXX XXXXXXX XXX Xxx Xxxxxxx XX 00000 $250,000 $246,818
22630013650 00000 X. XXXXXXX Xxx Xxxxxxx XX 00000 $217,500 $215,565
22630013658 5110-5118 & 0000 XXXXXXXXX XX Xxxxxxxxxx XX 00000 $930,000 $921,802
22630013679 0000 XXXXXXX XXXX Xxxxxxxxx XX 00000 $300,000 $297,465
22630013680 0000 XXXXXXXXX XXX Xxx Xxxx XX 00000 $379,000 $375,959
22630013740 0000 Xxxxx Xxxxxx Xxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $193,200 $191,973
22630013745 0000 00xx Xxxxxx Xxx Xxxxx XX 00000 $169,000 $167,637
22630013746 0000 Xxxxx Xxxx 00 Xxxxx XX 00000 $150,000 $149,165
22630013780 0000 X. Xxxxxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $172,500 $171,229
22630013786 000 Xxxx Xxxxxx Xxxxxxxx XX 00000 $80,250 $79,603
22630013787 0000 Xxxxx Xxxxxx Xxx Xxxxx XX 00000 $243,000 $241,285
22630013800 000-000-000 Xxxxx Xxxxxx Xxx Xxxxxxxxx XX 00000 $350,000 $347,619
22630013819 15341 & 13549 Van Buren & 15352 & 00000 Xxxxxx Xxxx XX 00000 $60,000 $58,543
Xxxxxxx Street
22630013820 0000 Xxxxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $273,000 $271,166
22630013822 00000 Xxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $412,500 $408,904
22630013862 0000 Xxxxxxxx Xxxxxx Xxxx Xxxxx XX 00000 $202,500 $200,782
22630013863 000 Xxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $175,000 $173,771
22630013868 0000 Xx Xxxxxx Xxxxxx Xx Xxxxxx XX 00000 $91,000 $90,467
22630013906 0000 Xxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $2,137,500 $2,125,166
22630013961 0000 Xxxxxx Xxxxxx Xxxx Xxxxx XX 00000 $195,000 $193,736
22630014022 0000 Xxxxxxxxxx Xxxx. Xxx Xxxxxxx XX 00000 $2,250,000 $2,239,968
22650012504 0000 X. XXXXXXXXX XXXXXXXX XX 00000 $471,250 $464,420
22650013376 000 X 0XX XXX XXXXXXX XX 00000 $162,000 $160,741
22650013400 000-000 X XXXXXX 00 XXX XXXXXXX XX 00000 $123,000 $121,868
22650013431 00000 XXXXXX XXXXX XXXXXXXXX XXXXXXXXX XX 00000 $115,000 $113,770
22650013459 00000 0XX XX XXXXXXX XX 00000 $875,000 $863,900
22650013565 0000 XXXXXX XX Xxxxx Xxx XX 00000 $168,000 $166,774
22650013568 0000 X XXXXXXXXXX XXX Xxxxxxx XX 00000 $260,000 $250,346
22650013606 0000-0000 XXXX 00XX XX Xxx Xxxxxxx XX 00000 $1,400,000 $1,383,833
22650013613 0000 00XX XXXXX XX Xxxxx XX 00000 $817,500 $811,178
22650013614 0000 XXXXXXXXX XX XX Xxxxx XX 00000 $281,250 $279,075
22650013615 000 X 0XX XXXXXX Xxxxxxx XX 00000 $656,250 $651,175
22650013747 00 Xxxxx Xxxx Xxxxxx Xxxxxxx XX 00000 $425,000 $421,949
22650013748 00 Xxxx Xxxxxx Xxxxxx Xxxxxxx XX 00000 $800,000 $794,258
22650013761 0000 Xxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $191,250 $189,962
22650013818 0000 0xx Xxxxxx Xxx Xxxxxxx XX 00000 $140,000 $139,131
22650013869 000-000 X. Xxxxxxx Xxxx Xxxxxx XX 00000 $320,000 $318,107
22650013871 000-000 X Xxxxxxxx Xxxxxx Xxxxxx XX 00000 $311,250 $309,163
22650013881 000 X. Xxxxxxx Xxxxxx Xxxxxxx XX 00000 $2,450,000 $2,436,937
22650013893 0000 X 00xx Xxxxxx Xxxxxx XX 00000 $280,000 $277,744
22650013894 0000-0000 X Xxxxxxx Xxxx Xxx Xxxxxxx XX 00000 $371,300 $368,877
22650013905 0000 Xxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $240,000 $238,016
22650013928 00000 Xxxxxx Xxxx Xx Xxxxx XX 00000 $156,100 $155,275
22650013929 000 X. Xxxx Xxxxxx Xxxxxxx XX 00000 $244,300 $243,237
22650013964 000-000 X. Xxxx Xxxxxx Xxxxx XX 00000 $251,250 $249,957
22650013971 3232,3238,3302,& 0000 X. 0xx Xxxxxx Xxxxxxxxxx XX 00000 $322,500 $320,854
22650013972 0000 Xxxxxx Xxxxxx Xxxxxxxx XX 00000 $206,500 $205,434
22650013994 0000 X. 00xx Xxxxxx Xxxxxxx XX 00000 $82,500 $82,127
22650014019 000 000xx Xxxxxx Xxx Xxxxxxx XX 00000 $172,500 $171,748
22650014021 000 X Xxxxxx Xxxxxxx XX 00000 $42,750 $42,582
22650014028 000 Xxxxxx Xxx. Xxxx Xxxxx XX 00000 $164,500 $163,745
22650014031 12360 - 00000 Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxx XX 00000 $317,000 $315,469
Area
22650014061 0000 Xxxxxxxx Xxxxxxxxx XX Xxxxxxxxxxxx XX 00000 $2,000,000 $1,989,315
22700012966 0000-0000 X. 00XX XXXXXX XXXXXXX XX 00000 $140,000 $138,072
22700012989 000-000 XXXXX XXXX XXXXXX Xxxxxxxx XX 00000 $430,000 $421,465
22700012996 174 & 000 X. XXXX XX. Xxxxxx XX 00000 $600,000 $592,103
22700013041 00000 XXXXXXXXX XX XXXX XXXXXXXX XX 00000 $197,400 $195,510
22700013058 0000 XXXXXX XXXXX Xxxxxxxxx XX 00000 $650,000 $639,812
22700013129 0000 00XX XXXXXX Xxxxxxxxxxx XX 00000 $385,000 $379,885
22700013178 000 XXXXXXX XXXXXXXX Xxx Xxxxxxxx XX 00000 $800,000 $778,775
22700013210 000 00XX XXXXXX Xxxxxxx Xxxxx XX 00000 $123,000 $121,833
22700013233 0000 XXXXX XXXX XXXXX XXXXXXXXX Xxxx Xxxxx XX 00000 $1,250,000 $1,214,397
22700013350 000-000 X XXXXXXXXXX XXXX XXXXXXXX XX 00000 $250,000 $238,147
22700013377 0000 X 00XX XXX XXXXXXX XX 00000 $68,000 $67,430
22700013401 0000 X XXXXXXXX XX XXXXXXXXXX XX 00000 $900,000 $891,121
22700013425 4375 - 0000 XXXX XXXXXX XXXX XX 00000 $262,500 $259,895
22700013443 00000 XXXXXX XXXX XXX XX XXXXXX XX 00000 $850,000 $830,174
22700013470 0000-0000 X XXXXXXX XXX XXXXXXX XX 00000 $940,000 $864,419
22700013494 000 X XXXX XXX Xxxxxxxx XX 00000 $176,000 $174,428
22700013498 3404-3410 X 00XX XX & 0000-00 & 0/0 X. Xxx Xxxxxxx XX 00000 $123,500 $122,477
XXXXXXXX BLVD
22700013507 0000 XXXXX XXXXXXX XXXXXX XXXXX XXX XX 00000 $350,000 $346,398
22700013521 000-000 XXXXXXX XXX XXXX XXXXX XX 00000 $120,000 $119,088
22700013570 00000 XXXXX XXX Xxxxxxxxx XX 00000 $250,000 $248,494
22700013584 00000 XXXXXXXXXX XXXX Xxxxxxxxxx XX 00000 $162,000 $160,628
22700013594 0000-0000 XXXXXXXX XXX Xxx Xxxxxxx XX 00000 $440,000 $434,804
22700013638 000 00XX XX Xxxxx Xxxx XX 00000 $291,000 $289,259
22700013666 12424 & 00000 XXXXXXXXXXXX XX Xxxxxxxx XX 00000 $149,500 $148,436
22700013760 000 Xxxxx Xxxxxx Xxxxxx Xxxx XX 00000 $600,000 $593,507
22720013616 000 X XXXXXX XXX Xxx Xxxxxxxxxx XX 00000 $406,250 $401,878
22720013681 000-000 X XXXXX XXXXXXX Xxxxxx XX 00000 $285,000 $265,379
22720013706 0000-0000 XXXXXXXX XXXX Xxxxxxx Xxxxx XX 00000 $135,000 $133,606
22720013764 3909 - 0000 Xxxx Xxxxxxx Xxxxxx Xxxx Xxxxx XX 00000 $145,000 $142,738
22720013776 00000-00000 Xxxxxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $450,000 $447,487
22720013778 0000-0000 Xxxx Xxx Xxxxxxx Xxxxxxx Xxxxxxx XX 00000 $1,275,000 $1,262,829
22720013852 000 Xxxxxxxxxx Xxx Xxxxxx XX 00000 $354,450 $352,394
22720013870 1701-1709 S Xxxxxx & 000-000 X 00xx Xxx Xxxxx XX 00000 $280,000 $278,584
Street
22720013912 0000 Xxxxxx Xxxx. Xxx Xxxxxxx XX 00000 $2,500,000 $2,484,997
22720013925 0000 Xxxxxxx 00 Xxxx Xxxxxx XX 00000 $110,000 $108,460
22720013942 00000 X 00xx Xxxxx Xxxxxxx XX 00000 $320,250 $317,569
22720013967 00000 Xxxxxx Xxxxxx Xxx Xxxxxxx XX 00000 $648,750 $645,037
22720013974 00000 Xxxxxxx Xxxxxxxx Xxxxx XX 00000 $249,849 $248,559
22720014020 0000-0000 Xxxxxxxx Xxxx. Xxxxxxxx XX 00000 $675,000 $671,981
23600013293 00 X XXXXX XXXXXXX XX XXXXXXXX XX 00000 $1,500,000 $1,484,415
23630013006 0000 XXXXXXX XXXXXX Xxxxxxx XX 00000 $130,000 $128,241
23630013021 1053, 1057, 0000 XXXXXXXX XXX Xxxxx Xxxx Xxxxx XX 00000 $488,000 $481,095
23630013047 00 XXX XXXXX Xxxxxxxx XX 00000 $530,000 $523,032
23630013061 0000 XXXXXXXXXXXX XXXXX Xxxxxxxxxxx XX 00000 $206,000 $202,860
23630013076 0000 XXXXX XXXXXX Xxxxxxxxxx XX 00000 $95,000 $93,780
23630013103 0000-0000 XXXXX XXX XXXX XXXXXX XXX XXXXXXXXX XX 00000 $217,000 $214,547
23630013147 2001 AND 0000 XXXXXXXX XXX XXXXXXX Xxx Xxxxx XX 00000 $695,000 $684,832
23630013287 000 XXXX XXXXXXX XXXXXXXX XX 00000 $1,150,000 $1,136,623
23630013300 0000 0XX XXXXXX XXXXXXXX XX 00000 $240,000 $219,564
23630013315 0000-0000 XXXXXXX XXXXXX Xxx Xxxxxxxxx XX 00000 $500,000 $491,976
23630013337 0000 X XX XXXXXXXXXX XX 00000 $140,000 $138,597
23630013461 0000 XXXXXX XXX XXX XXXXX XX 00000 $185,000 $182,792
23630013487 00000 XXXXXXXXX XXXXX XX Xxxxxxxxxxx XX 00000 $213,000 $207,227
23630013500 0000 XXXXXX XX XXXXXX XX 00000 $620,000 $511,247
23630013514 00000 XXXXXXX XX Xxx Xxxxxxx XX 00000 $155,000 $153,452
23630013519 000 X XXX XX Xxxx XX 00000 $260,000 $257,672
23630013574 000 XXXXX XXXXXXX XXx Xxxxxxxxx XX 00000 $156,000 $154,680
23630013575 00 X 00XX XX Xxxxxxxxx XX 00000 $156,000 $154,683
23630013609 000 00XX XX Xxxxxxx XX 00000 $365,000 $362,070
23630013645 0000 XXXXXXXX XX Xxxxxxx XX 00000 $1,387,500 $1,373,565
23630013647 0000-0000 XXXX XXX Xxxxxxx XX 00000 $600,000 $595,042
23630013716 3209-3211-3213-3215 Xxxxxxx Xxxxxx Xxxxxxx XX 00000 $185,000 $184,036
23630013772 000-000 Xxxxxxx Xxxxxx Xxx Xxxxxxxxx XX 00000 $564,000 $560,169
23630013793 000 X. 00xx Xxxxxx Xxxxxxx XX 00000 $1,200,000 $1,189,827
23630014003 0000-0000 Xxxxxxxx Xxxxxx Xxxxxxx XX 00000 $620,000 $616,467
23650013428 00000-00 XXXXXXX XXX XXX XXXXXXX XX 00000 $290,000 $287,822
23650013775 000 0xx Xxxxxx Xxx Xxxxxxxxx XX 00000 $220,000 $218,600
23650013975 0000 Xxxxx Xxx Xxxxxxx XX 00000 $371,200 $368,573
23650013984 000 Xxxxx Xxxxxx Xxxxx Xxxx XX 00000 $486,500 $484,155
23650014053 0000 Xxxxxxxx Xxxxx Xxx Xxxx XX 00000 $450,000 $447,719
23650014065 0000-0000 Xxxx Xxxxxx Xxx Xxxxxxxxx XX 00000 $395,000 $392,913
23700013018 0000 00XX XXXXXX XXXXXXX XX 00000 $200,000 $193,363
23700013093 0000-0000 XXXXXXXX XXXXXX Xxxxxxx XX 00000 $336,000 $326,874
23700013188 0000 XXX XXXXX XXXXXXXXX Xxx Xxxxx XX 00000 $412,000 $407,565
23700013299 535, 537 AND 000 XXXX XXXXXX Xxxx Xxxx Xxx XX 00000 $190,000 $188,155
23700013325 0000-0000 X. XX XXXXXX XXXX Xxxxxxxx Xxxx XX 00000 $500,000 $494,411
23700013365 0000 XXXXXX XXX XXXXXXXX XX 00000 $500,000 $495,353
23700013372 000 XXXX XXXXXXXXX XXXX XXXXXXX XX 00000 $550,000 $525,745
23700013405 0000 XXXXXXXXXX XX XXXXX XXXX XX 00000 $570,000 $555,425
23700013493 000-000 XXXXXXXX XXXXXX XXX XXXXXXXXX XX 00000 $814,000 $803,255
23700013557 0000 XXXXXXXXXX XXX Xxxxxxxx XX 00000 $500,000 $495,772
23700013558 0000-0000 XXXXXX XXX Xxxxxxxx XX 00000 $720,000 $713,394
23700013583 000 XXX XXXXXXX XX Xxxxxxx XX 00000 $175,000 $172,679
23700013590 0000-0000 XXXXX XX XXX XXXXXXXXX XX 00000 $400,000 $395,207
23700013593 00000 XXXXXX Xxxxxxx XX 00000 $178,750 $177,490
23700013605 0000 XXXX XX Xxxxxx XX 00000 $125,000 $120,409
23700013660 1749, 51, 00 & 00 XXXXXXXX XX Xxxxxxx XX 00000 $835,000 $828,218
23700013661 000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxx XX 00000 $250,000 $245,634
23700013672 0000 XXXXXX XXXXXX XXXX XX XXX Xxxxxxxx XX 00000 $1,150,000 $1,141,415
23700013727 000 X. Xxx Xxxxxxx Xxxxxx Xxxxxxxx XX 00000 $660,000 $655,830
23700013731 00000 Xxxxxxxx Xxxx Xxxxxx Xxxx XX 00000 $900,000 $893,432
23700013749 000 Xxxx Xxxxxxx Xxx Xxxxxxxx XX 00000 $193,500 $190,171
23700013860 00000 Xxxxxxxx Xxxx Xxxxxx Xxxx XX 00000 $385,000 $373,120
23700013952 0000-0000 Xxxxxxxxx Xxxxxx Xxxxxxx XX 00000 $160,000 $158,517
23700014062 000 X Xxxxxx Xxxxxxx XX 00000 $189,000 $187,920
23720013321 0000 XXXXX XXXXXX XXXXXX XXXXXXXX XX 00000 $1,025,000 $1,011,195
23720013531 000 XXXXXXX XXX Xxxxx Xxxx XX 00000 $350,000 $345,615
23720013547 000 XXXXXXXXX XX Xxxxxxxxxxx XX 00000 $570,500 $563,587
23720013695 3603-07 SACRAMENTO & 000-00 XXXXXX XX Xxx Xxxxxxxxx XX 00000 $1,320,000 $1,304,020
23720013754 0000-0000 0xx Xxxxxx Xxxxxxxx XX 00000 $1,475,000 $1,459,193
23720013875 0000 Xxxx Xxxxx Xxxx Xxxxx Xxxx Xxxxx XX 00000 $500,000 $496,018
23720013882 0000 Xxx X Xxxxxxx Xxxxx Xxxxxxxx XX 00000 $187,000 $184,543
23720013890 0000 00xx Xxxxxx Xxxxx Xxxx XX 00000 $635,000 $629,259
23720013898 0000 Xxxxx Xxxxxxxxxx Xxxx. Xxxxxxxx XX 00000 $475,000 $471,596
23720013911 0000 Xxxxxxx Xxxxxx Xxxxxxx XX 00000 $178,500 $176,714
23720013987 000-000 Xxxxxx Xxxxxx Xxx Xxxxxxxxx XX 00000 $850,000 $846,027
23720014000 0000-0000 0xx Xxxxxx Xxx Xxxxx XX 00000 $731,250 $725,225
23720014045 0000 Xxxx Xxxxxx Xxxxxxx XX 00000 $221,000 $219,994
23720014054 000-000 Xxxxxxxx Xxxxxx Xxx Xxxxxxxxx XX 00000 $435,000 $432,701
24330013113 000-000 XXXXXXX XXXX XXX XXXXXXXX XX 00000 $285,000 $274,681
24630011333 0000-0000 XXXXXXX XX. & 0000 00XX X XXXXXX XX 00000 $292,500 $285,561
24630012999 0000 XXXX XXXXXX Xxxxxx XX 00000 $140,000 $138,164
24630013005 000 XXXXX XXXXXXX XXXXXX XXXXXXXX XX 00000 $280,000 $271,956
24630013013 0000 XXXXX XXXXXX XXXXXX Xxxxxxxx Xxxxxxx XX 00000 $189,875 $187,312
24630013020 000 XXXXX XXXXXXXX XXXXXX Xxxxxx XX 00000 $260,000 $256,195
24630013085 000 XXXX XXXXX XXXXXX Xxxx XX 00000 $280,000 $275,948
24630013108 0000-0000 XXXX 00XX XXXXXX Xxxxx Xxxxx XX 00000 $200,000 $197,243
24630013117 000 XXXX XXXXXXXXX XXXXXX Xxxxxxx XX 00000 $220,000 $217,131
24630013133 0000-00 XXXXXXX XXXXXX Xxxxxx XX 00000 $134,000 $104,226
24630013139 4509-20-24 XXXXXXXXX/0000-00 XXXXXX Xxxxx XX 00000 $400,000 $394,940
24630013148 0000 XXXXXXXX XXXXXX Xxxxxx XX 00000 $497,000 $490,392
24630013190 000-000 XXXXX XXXXXXX XXXXXX Xxxxxx XX 00000 $378,000 $373,332
24630013196 000 XXXX 0XX XXXXXX Xxxxxx XX 00000 $245,000 $236,801
24630013208 1734 & 0000 XXXXX XXXXXXX XXXXXX Xxxxx XX 00000 $93,210 $92,092
24630013214 4948-50 & 0000-00 XXXXXX XXXXXX Xxxxxx XX 00000 $287,500 $283,800
24630013235 2615 & 0000 XXXXXXX XXXXXX Xxxxxx XX 00000 $229,800 $217,687
24630013251 1810-1814 XXXX XXXXX XXXXXX Xxxxxxx XX 00000 $75,000 $74,118
24630013270 0000 XXXX XXXXXXXXX XXXXXX Xxxxxx XX 00000 $236,250 $232,782
24630013302 0,0,0,0,0,0 XXXXXXX XXXXXX Xxxxxxxxxx XX 00000 $120,000 $118,760
24630013304 0000 XXXXXX XXXXXX Xxxxxx XX 00000 $386,250 $381,880
24630013313 0000 XXXX XXX XX XXXXXX XX 00000 $192,500 $190,529
24630013332 0000 XXXXXX XXXXXX Xxxxxxxx XX 00000 $157,500 $155,819
24630013333 00 XXXXXXX XXXXXX Xxxxxx XX 00000 $240,500 $186,779
24630013352 000 XXXX XXXXX XXXXXX Xxxxxxx XX 00000 $390,000 $385,669
24630013371 0000 X 00XX XX XXXXXXX XX 00000 $562,500 $556,806
24630013385 0000 XXXX XXX XXXXXX XXXXXX XX 00000 $412,500 $405,316
24630013394 0000 X XXXXX XX XXXXXXXXX XX 00000 $339,500 $335,847
24630013411 0000-0000 0XX XXX XXXX XX 00000 $158,000 $153,681
24630013436 0000 XXXXXXX XX XXXXXX XX 00000 $120,000 $118,747
24630013479 000 XXXXXXX XX XXXXXX XX 00000 $468,750 $463,870
24630013489 0000 XXXXXX XXX Xxxxxx XX 00000 $147,000 $145,542
24630013490 000 X XXXXXXX XX Xxxxxxx XX 00000 $275,000 $272,290
24630013506 0000 XXXXXX XX & 0000-0000 X 00XX XX XXXXXX XX 00000 $288,750 $285,627
24630013509 0000 X XXXXXXXXXX XX XXXXXX XX 00000 $120,000 $118,846
24630013515 0000 XXXXXXX XX Xxxxxx XX 00000 $1,330,000 $1,319,888
24630013517 0000 XXXXX XXXXXX XXXXXXXXXXX XX 00000 $145,000 $133,619
24630013535 0000 X XXXXX XX Xxxxxx XX 00000 $283,000 $280,426
24630013538 0000 XXXXXXX XX Xxxxxx XX 00000 $149,250 $147,812
24630013542 0000 XXXX XXXXXX XXXXXX XXXXXX XX 00000 $385,000 $381,476
24630013549 0000 XXXXXX XX, 4250 & 0000 X 00XX XX Xxxxxxxxxxx XX 00000 $420,375 $416,318
24630013555 0000 X XXXXXXXXXX XXXX Xxxxxx XX 00000 $446,250 $442,089
24630013556 000 X XXXXX XX Xxxxxx XX 00000 $190,500 $187,413
24630013587 0000-0000 X XXXXXXXX XXXX XXXXX Xxxxxx XX 00000 $141,000 $139,681
24630013589 0000 X XXXXX XXXXX XX Xxxxxx XX 00000 $581,000 $575,571
24630013591 0000 X 00XX XXX Xxxxxx XX 00000 $120,000 $118,893
24630013624 0000 X XXXXXX XXXX Xxxxx XX 00000 $285,750 $280,523
24630013635 000 X XXXXXXX XXXX. XXXXXX XX 00000 $493,125 $488,585
24630013692 0000 XXXX 00XX XXXXX Xxxxxx XX 00000 $255,500 $243,943
24630013702 1709 & 0000 X XXXXX XXX Xxxx XX 00000 $195,000 $192,978
24630013714 520-526 XXXXXX Xxxxxxxx XX 00000 $165,000 $162,575
24630013720 0000 XXXXXXXX XXXX Xxxxxx XX 00000 $723,750 $717,665
24630013756 0000 Xxxxxxx Xxxxxx Xxxxxx XX 00000 $120,000 $119,123
24630013765 0000 Xxxxx Xxxxxx Xxxxxx XX 00000 $568,750 $564,453
24630013766 0000 Xxxxxxxxxxxx Xxxxxx Xxxxxx XX 00000 $318,750 $316,530
24630013771 0000 Xxxx Xxxxxxxxx Xxxxxxx XX 00000 $185,000 $181,871
24630013777 0000 Xxxxxxx Xxxxxx Xxxxxx XX 00000 $276,000 $273,972
24630013789 0000 Xxxxxxxx Xxxxxx Xxxxxx XX 00000 $372,750 $349,573
24630013854 0000 X Xxxx Xxxxxx & 000 XX 00xx Xxxxxx Xxxxxxxx XX 00000 $200,000 $198,526
24630013922 0000-00 Xxxxxxxx Xxxxxx Xxxxxx XX 00000 $151,875 $150,924
24630013931 0000 Xxxxx Xxxxxx Xxxxxx XX 00000 $490,000 $485,802
24630013956 0000 Xxxxxx Xxxxxx Xxxxxx XX 00000 $408,750 $406,048
24630013963 00000 X 00xx Xxxxx Xxxxxx XX 00000 $225,000 $223,446
24630013990 0000 X. Xxxxxx Xxxx Xxxxxxxxx XX 00000 $675,000 $670,507
24630013991 0000 X. 00xx Xxxx Xxxxxx Xxxxx XX 00000 $506,250 $503,171
24630014009 00000 X. 00xx Xxxxxx Xxxxxx XX 00000 $142,500 $141,551
24630014052 0000 X. 00xx Xxxxxx/0000 Xxxxx Xxxxxx Xxxxxxxx XX 00000 $852,000 $847,647
24630014067 0000 Xxxxx 00xx Xxxxxx Xxxxxxx XX 00000 $155,000 $153,565
24630014078 0000 Xxxxxxxxxx Xxxxx Xxxxxx XX 00000 $450,000 $447,216
24650012784 2700 AND 0000 XXXXXXX XXXXXXXXX XXXXXX XX 00000 $682,750 $674,565
24650013220 0000 XXXXX XXXXXX XXXXXX XX 00000 $105,000 $103,968
24650013384 0000 X XXXXXX XXXXXX XX XXXXXXX XX 00000 $1,173,750 $1,161,895
24650013465 0000 XXXX XX XXXXXX XX 00000 $240,000 $238,175
24650013485 808 & 000 XXXXX XXXXXX XX Xxxxxxxxx XX 00000 $400,000 $396,628
24650013671 0000 XXXXX XXXXXXX, 000 Xxxxxxxx XX 00000 $1,000,000 $992,494
24650013674 000 X 000 XXXX Xxxxxxx Xxxx XX 00000 $200,000 $187,151
24650013815 2309 & 0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxxx XX 00000 $157,500 $154,473
24650013816 0000 Xxxxxxxxx Xxxxx Xxxxxx XX 00000 $300,000 $297,960
24650013838 0000 Xxxxxxx Xxxxxx Xxxxxxx XX 00000 $108,750 $108,064
24650013853 0000 X. 00xx Xxxxxx Xxxxxxxxx XX 00000 $146,250 $145,466
24650013855 0000 X. 00xx. Xx. Xxxxxxxxx XX 00000 $141,000 $140,244
24650013859 0000 X 00xx Xxxxxx Xxxxxxx XX 00000 $350,000 $347,919
24650013944 0000 Xxxxxxxxx Xxxxxx Xxxxxx XX 00000 $371,250 $367,337
24650013946 0000 Xxxxx Xxxxxx Xxxxxx XX 00000 $191,250 $190,155
24650013980 000 Xxxxx Xxxx Xxxxxxxxxx XX 00000 $270,000 $266,205
24650013992 0000 Xxxxxxx Xxxxx Xxxxxxx XX 00000 $414,400 $408,340
24650014014 0000-0000 X Xxxxxxxx Xxxxxx & 0000-0000 Xxxxxxx XX 00000 $160,000 $159,244
X. 00xx Xxxxxx
24650014024 000-000 Xxxx Xxxxxx Xxxxxxxxx XX 00000 $960,000 $955,133
24650014034 0000 X. Xxxxxxxxx Xxxx Xxxxxxx XX 00000 $276,250 $275,109
24700012968 0000 XXXXXXXX XXXX Xxxxxx XX 00000 $278,000 $274,671
24700013000 0000 XXXXXXX XXXXXX XXXXXXXXX Xxxxxxx XX 00000 $960,000 $940,559
24700013172 00000 XXXXX XXXX XXXXX XXXX Xxxxxxx XX 00000 $286,000 $282,865
24700013183 0000 XXXXX XXXXXX XX Xxxxxxxxxxx XX 00000 $60,000 $59,010
24700013317 0000 XXXX XXXXXX XXXXXX Xxxxxx XX 00000 $273,000 $266,603
24700013322 0000 XXXX XXXXXX XXXXX Xxxxxx Xxxxxxxx XX 00000 $269,750 $267,093
24700013390 00-00 X XXXXXXXX XXXX XXXXXXXX XX 00000 $794,500 $787,269
24700013412 000-000 X 00XX XXX XXXXXXX XX 00000 $507,500 $502,955
24700013438 000 X XXXXXX XX XXXXXXX XX 00000 $480,000 $475,441
24700013475 0000-0000 XXXXXX XX XXXXXX XX 00000 $105,000 $104,032
24700013744 000-000 Xxxx 00xx Xxxxxx Xxxxxx XX 00000 $210,000 $208,316
24700013970 0000 XXXXXXXX XX XXXXXXXX XXXXXXX XX 00000 $1,100,000 $1,086,809
24720013642 0000 Xxxx Xxxxxxxxx Xxxxxx XX 00000 $346,000 $335,638
24720013688 000 XXXXX XXXX XXXXXX XX Xxxxxxxx XX 00000 $750,000 $741,226
24720013965 0000 Xxxx Xxxxxxxx Xxxx XX 00000 $60,000 $59,755
25630011929 000 X. XXXXXX XXXXXX Xxxxxx Xxxx XX 00000 $141,000 $137,939
25630012969 000 XXXXX 0XX XXXXXX Xxxxxx XX 00000 $270,000 $265,738
25630013007 00 XXXX XXXXXX XXXX Xxxxxxx XX 00000 $995,000 $979,297
25630013054 12704-14 49TH XX/0000-0000 000XX XX Xxxxxxxx XX 00000 $1,582,500 $1,558,369
25630013075 000 XXXXX 00XX XXXXXX Xxxxxx XX 00000 $350,000 $345,075
25630013077 0000 XXXXXXX XXX X & 0000 XXXXXX XXX Xxxxxxx XX 00000 $715,000 $704,282
25630013087 7001-7005 & 0000-0000 XXXXXXX XXX X Xxxxxxx XX 00000 $450,000 $443,582
25630013100 0000 XXXXXXX XXXXXX XXXXX Xxxxxxx XX 00000 $825,000 $813,357
25630013101 000 00XX XXXXXX XXXX Xxxxxxx XX 00000 $450,000 $443,217
25630013123 000 XXXXXXXX XXXXXX Xxxxxxx XX 00000 $430,000 $423,396
25630013162 0000 XXXX XXXXX XXXXXX Xxxx XX 00000 $675,000 $650,541
25630013252 0000 XXXXXXXXX XXX XX XXXXXXX XX 00000 $150,000 $147,986
25630013255 00000 00XX XXXXXX XXXXX Xxxxxxx XX 00000 $330,000 $325,619
25630013296 0000-0000 XXXXXXXX XXX X & 0000-0000 X Xxxxxxx XX 00000 $575,000 $562,493
BOTH ST
25630013360 000 00XXX XX XX XXXXXXX XX 00000 $265,000 $261,974
25630013396 0000 XXXX XXXXXX XXXXXX XXXXXXX XX 00000 $500,000 $494,465
25630013397 000 00XX XXX XXXXXXX XX 00000 $475,000 $469,742
25630013427 000 00XX XX & 0000 X XXXX XX XXXXXXX XX 00000 $1,150,000 $1,135,626
25630013472 0000 XXXXXXX XXX X XXXXXXX XX 00000 $1,075,000 $1,064,324
25630013473 0000 XXXXXX XXX X XXXXXXX XX 00000 $920,000 $910,700
25630013649 00000 00XX XXX XX XXXXXXX XX 00000 $320,000 $316,098
25630013769 0000 X. Xxxxxx Xxxxxx/0000 00xx Xxxxxx X. Xxxxxxx XX 00000 $465,000 $461,649
25630013976 0000 X. Xxxxxx Xxxxxx Xxxxxxx XX 00000 $305,000 $302,807
25650013474 000000 00XX XXX XXXXXXXX XX 00000 $313,500 $309,326
25650013536 00 XXXX XXXXXX XX Xxxxxxx XX 00000 $800,000 $793,565
25650013805 0000 00xx Xxxxxx Xxxxxxx XX 00000 $907,500 $900,961
25650013988 0000 Xxxxxxx Xxxxxx XX Xxxxxxxx XX 00000 $201,000 $199,961
25700013079 2112 & 0000 XXXXXXXXX XXX. XXXX Xxxxxxx XX 00000 $165,000 $162,207
25700013424 00000 XX 000XX XX XXXXXXXX XX 00000 $615,000 $603,303
25700013534 0000 X XXXXX XXX Xxxxxxx XX 00000 $175,000 $173,706
25700013588 0000 XXXXXXXX XXX Xxxxxxxxx XX 00000 $900,000 $881,652
25720013995 000-000 Xxxxxxx Xxx X. Xxxxxxxxxx Xxxxxx XX 00000 $235,000 $229,262
25720014036 000 Xxxxxxx Xxx X. Xxxxxxxxxx Xxxxxx XX 00000 $420,000 $413,562
26600013221 0000 XXXXXXXXX XX XX XXXXX XX 00000 $1,250,000 $1,235,730
26630012473 0000-0000 XXXXXXXXXX XXXXX XX Xxxx Xxxx XX 00000 $425,000 $416,879
26630012982 000 X. 00XX XXXXXX Xxxxxxx XX 00000 $600,000 $591,057
26630013025 0000 XX XXXXXX XXXXXX Xxxxxxxx XX 00000 $383,600 $378,308
26630013031 000-000 XX 00XX XXXXXX Xxxxxxxx XX 00000 $250,000 $246,555
26630013053 0000 XX XXXXXXX XXX Xxx Xxxxxx XX 00000 $143,500 $141,167
26630013062 000-000 X. XXXXXXXXX Xxxxxxxx XX 00000 $187,500 $184,196
26630013066 0000 XX XXXXX XXXX XXXX Xxxxx Xxxxx XX 00000 $163,536 $161,530
26630013067 0000-0000 XXXXX XXXXXX XXXXXX Xxxxxxxx XX 00000 $250,000 $241,585
26630013102 0000 XXXXX XXXXXXXX XXXXXX Xxxxxxx XX 00000 $130,000 $128,272
26630013114 00 XX 00XX XXXXXX Xxxxxxx XX 00000 $155,000 $152,875
26630013134 000 XXXXX XXXXX XXXXXX Xxxxx XX 00000 $498,750 $492,119
26630013151 0000-0000 XXXXX XXXXXXXXX XXXXXX Xxxxxxxx XX 00000 $1,475,000 $1,456,526
26630013203 000-000 XX 000XX XXXXXX Xxxxxxxx XX 00000 $130,000 $128,128
26630013277 000 XX 00XX XXX XXXXXXXX XX 00000 $295,000 $291,662
26630013329 00000 XX XXXXX XXXX XXXXXXXX XX 00000 $216,000 $211,956
26630013334 00000 XXXXXXX XX XXXXXXXX XX 00000 $400,000 $395,601
26630013375 0000 XX XXXX XXXX XXXXXXXXX XX 00000 $205,000 $202,602
26630013408 00000 XX XXXXXXXXXXX XX XXXXXXXXXXX XX 00000 $1,150,000 $1,133,715
26630013458 0000-0000 XX XXXXXX XX XXXXXXXX XX 00000 $200,000 $197,167
26630013526 0000 XXXXXX XXX Xxxxxxx XX 00000 $93,500 $91,227
26630013529 0000-0000 XXXX XXX Xxxxx XX 00000 $480,000 $476,349
26630013643 0000 XXXXXX XX Xxxxxxxxx XX 00000 $540,000 $530,799
26630013901 00000-00 XX Xxxxxx Xxxx. Xxxxxxxx XX 00000 $332,000 $329,896
26650013530 0000 XX 00XX XXX Xxxxxxxx XX 00000 $270,000 $266,806
26650013733 0000 XX Xxxxxxx Xxxxxx Xxxxxxxx XX 00000 $216,000 $212,728
26650013738 0000 Xxxxx Xxxx Xx Xxxx XX 00000 $217,000 $213,085
26650013757 000-000 X. Xxxxxxx Xx Xxxx XX 00000 $97,000 $95,403
26650013762 00000 XX Xxxxxx Xxxxxx Xxxxxxxx XX 00000 $405,000 $402,269
26650013821 0000 0xx XX & 0000 Xxxxx Xx XX Xxxxx XX 00000 $308,000 $306,119
26650013838 000 XX Xxxxx Xxxx Xxxxxxx XX 00000 $825,000 $819,978
26650013844 3700-3701 Xxxxxxx Xx Xxxx XX 00000 $520,000 $516,842
26650013851 0000-0000 Xxxxxx Xxxxxx XX Xxxxx XX 00000 $285,000 $283,242
26650013856 0000 X Xxxxxxx Xxxxxx Xxxxxxxx XX 00000 $320,000 $317,953
26650013888 0000-0000 XX 00xx Xxxxxx Xxxxxxxx XX 00000 $233,000 $231,359
26650013909 0000 Xxxxxx Xxxx X.X. Xxxxxxxxx XX 00000 $234,000 $232,631
26650013924 00000 XX Xxxxxx Xxxxxx Xxxxxxxx XX 00000 $1,025,000 $1,019,038
26650013941 0000 XX 000xx Xxxxxx Xxxxx XX 00000 $350,000 $347,859
26650013962 0000-0000 XX Xxxxx Xxxxxx Xxxxxxxx XX 00000 $380,000 $377,773
26650014029 0000 XX 00xx Xxxxxx Xxxxxxxx XX 00000 $395,000 $392,997
26650014059 0000 Xxxxx Xxxxxxx Xxxxxx Xxxxxxxx XX 00000 $400,000 $398,068
26700012569 00000 XX XXXXX XXXXXX Xxxxxxxxx XX 00000 $160,000 $155,865
26700012929 3811,15,17,19,23,AND 00 XX XXXXXXX XX Xxxxxxxx XX 00000 $200,000 $180,357
26700012967 000 XXXXX XXXXXXXXXXXXX Xxxxxxxx XX 00000 $160,000 $157,966
26700013145 10014 - 00000 XX XXXXXX XXXX Xxxxxxxx XX 00000 $370,500 $366,439
26700013223 0000-0000 XXXXXXXXX XX XX XXXXX XX 00000 $1,450,000 $1,423,076
26700013227 16 & 00 XX XXXXX XXXXXX Xxxxxxxx XX 00000 $1,500,000 $1,421,023
26700013268 0000 XX XXXXX XXXXX XXXX XXXXXXXXX XX 00000 $230,000 $226,133
26700013278 000 XX XXXXX XXXXXX Xxxxxxxx XX 00000 $570,000 $541,767
26700013403 0000 XX XXXXX XXXX XXXXXXXX XX 00000 $165,000 $162,235
26700013449 000 XXXXXXX 00 X XXXXXX XX 00000 $263,250 $249,315
26700013496 0000 XXXX XX XXXX XXXXXX XX 00000 $520,000 $515,238
26700013627 00000 XX 00XX XX Xxxxxxxx XX 00000 $250,000 $247,676
26700013664 00000 XXXXX XXXXXX XXXXX XX Xxxx Xxxxxx XX 00000 $440,000 $431,152
26700013934 000 XX Xxxxxxxx Xxxxxx Xxxxxxxx XX 00000 $565,000 $561,421
26720013654 000 XX XXXXXXXXX XX Xxxxxxxx XX 00000 $190,000 $187,914
26720013887 00000 X.X. Xxxxx Xxxx Xxxx XX 00000 $400,000 $397,776
26720013933 000 X Xxxxxx Xxxxxxxxx XX 00000 $297,500 $295,339
26720014038 1922 & 0000 XX Xxxxxxxx Xxxxxx Xxxxxxx XX 00000 $400,000 $398,256
27630013230 000-000 XX. XXXXXXXX XXXXXX Xxxxxx XX 0000 $227,500 $225,109
27630013896 0000-0000 Xxxx Xxxxxxxxx Xxxxxxx XX 00000 $221,900 $218,298
27650013813 0000 X Xxxxxx Xxxxxx Xxxxxxx XX 00000 $75,000 $74,562
27650013999 0000-0000 X. Xxxxxxxx Xxxxxxx Xxxxxxx XX 00000 $150,000 $149,313
27700013116 00000 XXXXXXX XXXXXX Xxxxxxxx XX 00000 $160,000 $158,150
27700013267 000 X. 000XX XXXXXX Xxxxx XX 00000 $170,000 $168,214
27700013389 0000 XXXXXXXXXXX XXXXXX XXXXX XX 00000 $350,000 $347,072
27720013977 000-000 X. 00xx Xxxxxx/ 0000-0000 X. Xxxxxxx XX 00000 $112,500 $112,035
Peoria Avenue
28630013126 0000-0000 XXXXX XXXXXX XXXXXXXXX XXXXXXXXXX XX 0000 $140,625 $139,051
28630013269 000 XXXXXXXX XX XXXXXX XXXX XX 0000 $118,300 $116,848
28630013602 000 XXXXXXXXX XX XXXXXXX XX 0000 $165,000 $163,411
28630013707 000 Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxx XX 0000 $120,000 $119,158
28630013753 000 Xxxxxxxx Xxxxxx Xxxxx Xxxxx XX 00000 $225,000 $223,463
28630013817 0-00 Xxxxxxx Xxxx & 00-00 Xxxxxxx Xxxx Xxxxxxxxxxx CT 6063 $1,200,000 $1,191,425
Road
28630013985 00 Xxxx Xxxx Xxxx Xxxxxxx XX 0000 $361,875 $360,271
28650013836 000-000 Xxxx Xxxxxx Xxxxxxx XX 0000 $300,000 $297,840
28650013889 0-00 Xxxxxxxx Xxxxxx Xxxxxxxxxx XX 0000 $528,000 $524,683
28650013917 000-000 Xxxx Xxxxxx Xxxxxxxxx XX 0000 $143,500 $142,818
28650013937 0000 Xxxx Xxxx Xxxxxxx XX 0000 $318,750 $317,123
28650013943 000 Xxxxxxxx Xxxxxx Xxxxx XX 00000 $217,500 $216,405
28650013968 1 & 0 Xxxxxxx Xxxxx Xxxxxxx XX 0000 $937,500 $932,721
28650013997 000 Xxxxxx Xxxxxx Xxx Xxxxx XX 0000 $135,000 $133,953
28700013089 000 XXXXXXXX XX Xxxxxx XX 0000 $600,000 $593,805
28700013119 000-000 XXXXXX XXXXXX Xxxxxx Xxxx XX 0000 $247,520 $245,045
28700013239 0 XXXX 00XX XXXXXX Xxx Xxxx XX 00000 $2,350,000 $2,285,073
28700013338 0 XXXXXXX XXX Xxxx Xxxxxx XX 0000 $177,000 $175,378
28700013357 000 X 00XX XX XXX XXXX XX 00000 $1,040,000 $1,029,972
28700013363 000 XXXXX XX XXXXXX XXXX XX 0000 $500,000 $488,740
28700013388 000-000 X XXXXX XX XXXXXX XX 00000 $480,000 $475,404
28700013644 000 XX 000 XXXXX Xxxxxxxx XX 0000 $700,000 $696,211
28720013770 890 - 000 Xxxx 00xx Xxxxxx Xxxxxxxx XX 00000 $210,000 $208,316
28720013996 00-00 Xxxxxxxxxx Xxxxxx Xxxxxxxxxx XX 0000 $228,000 $227,087
28720014049 000 Xxxxx Xxxxxx Xxxxxxxxx XX 0000 $300,000 $298,184
29630013166 000 XX 0XX XXXXXX Xxxxxxxxxx XX 00000 $144,625 $142,882
29630013198 3109 & 0000 XX 00XX XXXXX Xxxxx XX 00000 $315,000 $311,153
29630013205 000 XX 0XX XXXXXX Xxxx Xxxxxxxxxx XX 00000 $84,490 $80,455
29630013294 000 X XXXXX XX XXXXXXX XX 00000 $215,000 $212,705
29630013331 0000 0XX XXX XXXXX Xxxx Xxxxx XX 00000 $275,100 $272,586
29630013478 00-00 XXXXX XX & 0-00 XXXXX XX XXXX XXXXXX XX 0000 $345,000 $342,001
29630013510 0000-0000 XXXX XXXXXXX XXXXXXX XXXX XX 00000 $315,000 $312,188
29630013516 0000-0000 XXXX XXXXXXX XXXX Xxxxxxx XX 00000 $875,000 $867,944
29630013533 00-000 XXXXXXX XXX Xxxxxxxxxx XX 0000 $150,000 $148,801
29630013632 0000 XX 00XX XXXXX XXXX XXXXX XX 00000 $365,000 $361,608
29630013732 0000 Xxxxx Xxxxxxxxx Xxxxx XX 00000 $700,000 $693,709
29630013826 000 X X Xxxxxx Xxxx Xxxxx XX 00000 $206,250 $204,857
29630013827 000 Xxxxx X Xxxxxx Xxxx Xxxxx XX 00000 $276,950 $275,021
29630013829 000 Xxxxx Xxxxxxx Xxxxxxx Xxxx Xxxxx XX 00000 $131,800 $130,882
29650013453 000 XXXX XXXXXXX XX XXXX XXXXX XX 00000 $169,500 $168,085
29650013504 0000 X XXXXX XX/000 X XXXXX XX Xxxxxxxx XX 00000 $209,250 $207,799
29650013541 000 XXXXXXXXX XX Xxxx Xxxx XX 00000 $288,000 $277,321
29650013807 0000 XX 00xx Xxxxx Xxxxx Xxxxxxx XX 00000 $180,000 $178,848
29650013880 3200 & 0000 Xxxxxxx Xxxxxx XX Xxxxxxx XX 00000 $1,190,000 $1,183,714
29650013883 00 Xxxxxxxx Xxxx Xxxxxxx XX 0000 $142,500 $141,610
29650013895 00 Xxxx 00xx Xxxxxx Xxxxxxx XX 00000 $173,250 $172,334
29650013900 0000-0000 Xxxxxxxxx Xxxxxx Xxxx Xxxxx XX 00000 $105,000 $104,391
29650013978 00 Xxxxxx Xxxxxx Xxxxxxxxxxxx XX 00000 $175,000 $174,050
29700013297 000 X. XXXXXXX XXXX XXXXXXXXX Xxxxxxxxx XX 00000 $350,000 $346,318
29700013362 0000 XXXX XXX XXXXXXXXX XX 00000 $111,000 $109,960
29700013455 000-000 0/0 X XXXXXXXX XXX & 5916-5920 XXXXX XX 00000 $136,000 $133,231
N Nebraska
29700013708 1584, 1586, 1588 & 0000 XXXXXXXX XXX Xxxxxxxxx XX 00000 $224,000 $222,556
29700013797 0000 Xxxx Xxxxx Xxxx Xxxxxxxx XX 00000 $406,250 $403,359
29720013734 0000 Xxxxx Xxxx Xxxxxxx 000 Xxxxxxxxx XX 00000 $130,000 $128,655
29720013959 0000 XX 00 Xxxxxx/0000 XX 00 Xxxxxx Xxxxx XX 00000 $500,000 $497,552
29720013982 000 XX 0xx Xxxxxx Xxxxxx Xxxxx XX 00000 $125,000 $124,447
29720014043 000-000 XX 00 Xxxxxx/0000-0000 Xxxxx Xxxxxxxxxx XX 00000 $850,000 $843,530
Xxxxxxxxx Blvd
29720014044 000 Xxxxxx Xxxxxx Xxxxxxxxx XX 0000 $225,000 $198,727
First Next Rate
Cut Off Monthly Payment Maturity Rate Loan Maximum Minimum Change
Loan Id Date Rate Rate Date Date Type Index Margin Rate Rate Date
---------------------------------------------------------------------------------------------------------------------------
0000000000 11.500 1,697.69 1-Jun-94 1-May-24 ARM PRIME 3.550 12.950 6.950 1-May-99
1650010884 8.000 1,526.25 1-Jul-94 1-Jun-04 FIXED FIXED N/A N/A N/A N/A
1650010970 8.000 1,388.29 1-Dec-94 1-Nov-99 FIXED FIXED N/A N/A N/A N/A
1650010992 7.500 1,422.21 1-Jan-95 1-Dec-04 FIXED FIXED N/A N/A N/A N/A
1650011009 8.000 1,357.47 1-Feb-95 1-Jan-05 FIXED FIXED N/A N/A N/A N/A
1650011176 9.000 1,265.27 1-Jul-95 1-Jun-00 FIXED FIXED N/A N/A N/A N/A
1650011307 9.000 941.41 1-Sep-95 1-Aug-25 FIXED FIXED N/A N/A N/A N/A
1650011353 8.000 1,320.78 1-Oct-95 1-Sep-00 FIXED FIXED N/A N/A N/A N/A
1650012477 8.500 1,209.12 1-Nov-96 1-Oct-02 FIXED FIXED N/A N/A N/A N/A
1650012536 8.500 1,280.25 1-Dec-96 1-Nov-03 FIXED FIXED N/A N/A N/A N/A
1650013002 9.000 854.92 1-May-97 1-Apr-04 FIXED FIXED N/A N/A N/A N/A
1650013105 9.000 936.59 1-Jun-97 1-May-02 FIXED FIXED N/A N/A N/A N/A
1650013429 9.500 2,708.82 1-Nov-97 1-Oct-04 FIXED FIXED N/A N/A N/A N/A
1650013432 9.500 1,572.40 1-Nov-97 1-Oct-02 FIXED FIXED N/A N/A N/A N/A
1650013626 9.250 1,373.87 1-Feb-98 1-Jan-05 FIXED FIXED N/A N/A N/A N/A
1700010320 12.000 1,133.59 1-Jan-91 1-Dec-00 ARM PRIME 3.950 17.950 11.950 1-May-99
1700010420 12.500 884.76 0-Xxx-00 0-Xxx-00 XXX PRIME 4.250 17.950 11.950 1-Apr-99
1700010464 11.250 1,703.46 1-Jan-92 1-Dec-01 ARM PRIME 3.550 16.250 10.250 1-Jun-99
1700010497 12.500 3,694.35 1-Apr-92 1-Mar-22 ARM PRIME 3.950 16.450 10.450 1-Mar-99
1720010854 6.000 1,940.88 1-Apr-94 1-Mar-09 FIXED FIXED N/A N/A N/A N/A
1720010996 8.750 1,534.07 1-Feb-95 1-Jan-00 FIXED FIXED N/A N/A N/A N/A
1720011304 9.500 1,195.70 1-Sep-95 1-Aug-05 FIXED FIXED N/A N/A N/A N/A
1720012241 9.000 1,265.27 1-Jul-96 1-Jun-01 FIXED FIXED N/A N/A N/A N/A
1720012333 8.500 2,114.52 1-Oct-96 1-Mar-04 FIXED FIXED N/A N/A N/A N/A
1720012709 8.500 1,601.27 1-Feb-97 1-Jan-03 FIXED FIXED N/A N/A N/A N/A
0000000000 8.000 525.38 1-Apr-97 1-Mar-04 FIXED FIXED N/A N/A N/A N/A
0000000000 11.250 2,368.15 1-Feb-94 1-Jan-24 ARM PRIME 3.550 13.950 7.950 1-Jul-99
0000000000 9.500 1,934.53 1-May-77 1-Apr-07 FIXED FIXED N/A N/A N/A N/A
3650011409 10.000 2,106.18 1-Jan-79 1-Dec-08 FIXED FIXED N/A N/A N/A N/A
3650011416 9.500 1,513.80 1-Oct-77 1-Sep-07 FIXED FIXED N/A N/A N/A N/A
3650011424 15.500 1,319.58 1-Dec-84 1-Nov-99 FIXED FIXED N/A N/A N/A N/A
3700011598 10.212 2,788.78 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.650 16.212 10.212 1-Jun-99
3700011892 9.500 5,253.17 1-Sep-95 1-Sep-05 ARM 6MOLIBOR 3.500 15.500 9.500 1-May-99
3720011393 13.500 3,320.00 1-Nov-80 1-Oct-00 FIXED FIXED N/A N/A N/A N/A
0000000000 9.625 2,603.00 1-Jul-74 1-Jun-01 FIXED FIXED N/A N/A N/A N/A
3720011403 9.250 925.00 1-Jul-74 1-Jun-04 FIXED FIXED N/A N/A N/A N/A
3720011404 8.000 1,983.00 1-Aug-74 1-Jul-04 FIXED FIXED N/A N/A N/A N/A
3720011405 8.750 984.00 1-Sep-74 1-Aug-04 FIXED FIXED N/A N/A N/A N/A
3720011427 9.500 3,059.00 15-Apr-76 15-Mar-01 FIXED FIXED N/A N/A N/A N/A
3720011432 14.000 1,917.05 13-Jun-91 13-May-06 FIXED FIXED N/A N/A N/A N/A
3720011612 9.250 3,200.00 1-Jul-74 1-Jun-04 FIXED FIXED N/A N/A N/A N/A
3720011616 9.500 3,714.50 1-Jul-77 1-Jun-02 FIXED FIXED N/A N/A N/A N/A
21630011696 9.250 1,642.28 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 14.000 7.500 1-May-99
21630012785 11.250 2,609.16 1-Jul-97 1-Jun-27 ARM PRIME 3.500 14.750 8.750 1-Jun-99
21630012904 9.500 1,115.00 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Mar-99
21630012928 9.500 1,110.29 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Mar-99
21630012931 10.250 1,622.05 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.950 7.950 1-Mar-99
21630012954 9.750 1,342.08 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 7.750 1-Mar-99
21630012959 9.875 1,091.24 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.950 7.950 1-Apr-99
21630012960 9.750 1,410.24 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 7.750 1-Mar-99
21630012972 9.750 1,242.36 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 7.750 1-Mar-99
21630012973 9.500 1,309.19 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Mar-99
21630012975 9.750 3,301.60 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.500 7.750 1-Mar-99
21630012976 9.750 2,401.17 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.500 7.750 1-Mar-99
21630012977 9.750 1,546.35 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 7.750 1-Mar-99
21630012990 9.750 1,260.61 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 7.750 1-Mar-99
21630012992 9.750 5,880.54 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.500 7.500 1-Mar-99
21630013010 9.375 5,150.94 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 7.750 1-Apr-99
21630013027 9.375 913.00 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 7.750 1-Apr-99
21630013028 9.625 1,126.56 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.750 7.750 1-Apr-99
21630013029 9.750 1,895.21 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.500 7.750 1-Mar-99
21630013030 9.625 1,324.15 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.750 7.750 1-Apr-99
21630013032 9.875 1,181.32 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.950 7.950 1-Apr-99
21630013034 8.750 3,027.90 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
21630013037 10.630 1,412.14 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.500 10.630 1-Apr-00
21630013045 9.125 10,971.93 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Apr-99
21630013048 9.375 1,837.58 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.500 7.500 1-Apr-99
21630013050 9.125 2,296.63 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Apr-99
21630013063 9.250 2,136.22 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.950 13.500 7.500 1-Apr-99
21630013064 9.625 6,032.68 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 14.000 7.500 1-Apr-99
21630013068 10.375 2,167.22 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 5.000 13.950 7.950 1-Apr-99
21630013070 9.375 1,769.06 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.500 7.500 1-Apr-99
21630013071 9.625 1,421.82 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.750 7.750 1-Apr-99
21630013090 9.250 1,060.15 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.250 13.500 7.500 1-May-99
21630013109 9.000 1,176.43 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
21630013111 9.000 1,044.98 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-May-99
21630013137 9.000 982.95 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
21630013143 8.750 1,651.58 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
21630013149 9.250 1,707.11 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-May-99
21630013152 9.125 819.29 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
21630013164 7.875 6,706.33 1-Jul-97 1-Jun-27 ARM 1YRCMT 3.250 13.500 7.500 1-Jun-99
21630013185 9.625 1,859.74 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.500 13.950 7.950 1-Jul-99
21630013186 9.625 1,352.34 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
21630013193 8.875 1,310.38 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
21630013195 9.125 1,453.00 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.500 7.500 1-Jul-99
21630013204 9.125 1,325.42 1-Jul-97 1-Jun-12 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
21630013207 8.875 1,214.25 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
21630013216 9.750 5,154.93 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 3.750 13.500 9.750 1-Jun-00
21630013217 8.875 974.11 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Jul-99
21630013218 9.125 1,229.67 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 7.750 1-Jul-99
21630013222 9.125 626.16 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
21630013241 8.875 1,401.52 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Jul-99
21630013243 8.875 1,786.21 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.450 7.950 1-Jul-99
21630013246 9.125 1,282.80 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.750 7.750 1-Jul-99
21630013256 8.875 2,367.34 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.450 7.950 1-Jul-99
21630013258 8.875 2,801.02 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.450 7.950 1-Jul-99
21630013263 8.875 942.24 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Jul-99
21630013265 8.875 1,006.96 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.450 7.950 1-Jul-99
21630013266 8.875 6,266.49 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.950 7.950 1-Jul-99
21630013272 9.500 2,423.45 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
21630013273 8.875 924.41 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 3.750 13.500 7.500 1-Jul-99
21630013275 9.125 1,109.57 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.000 13.500 7.500 1-Jul-99
21630013276 9.375 1,231.37 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.750 8.250 1-Jul-99
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21650013155 9.500 1,231.02 1-Jun-97 1-May-02 FIXED FIXED N/A N/A N/A N/A
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21700013701 9.950 14,482.86 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
21700013709 9.700 1,166.03 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.700 7.700 1-Aug-99
21700013840 10.500 2,466.20 1-May-98 1-Apr-28 ARM PRIME 3.250 14.500 8.500 1-Apr-99
21700013847 9.700 1,404.96 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.750 12.700 7.700 1-Apr-99
21700014008 8.875 2,474.26 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.750 13.750 7.750 1-Jun-99
21700031791 9.700 2,628.06 0-Xxx-00 0-Xxx-00 XXX 0XXXXXXX 4.250 13.700 7.700 1-Aug-99
21720013703 9.750 2,545.09 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
21720013721 9.375 3,077.48 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
21720013759 9.250 5,138.30 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21720013781 9.490 873.73 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21720013798 9.290 1,634.10 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21720013804 9.090 6,691.64 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21720013824 8.540 10,032.76 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
21720013849 10.045 1,497.53 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
21720013885 8.820 15,438.26 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
21720013915 9.320 2,462.57 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013916 10.070 2,339.29 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013930 8.820 2,802.64 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013938 8.570 5,127.40 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013969 8.650 16,890.39 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013983 9.400 2,142.27 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720013986 10.275 2,693.89 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
21720014013 9.600 7,633.44 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21720014037 8.650 10,816.53 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
21720014042 9.400 2,542.39 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22330013086 10.500 4,098.04 1-May-97 1-Apr-04 FIXED FIXED N/A N/A N/A N/A
22600013301 9.500 4,618.57 1-Sep-97 1-Aug-12 ARM 6MOLIBOR 3.750 13.750 7.750 1-Aug-99
22630011247 10.250 2,852.26 1-Sep-95 1-Aug-25 ARM 6MOLIBOR 4.550 14.363 7.950 1-Aug-99
22630012540 9.000 1,233.14 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
22630012726 9.625 938.77 1-Feb-97 1-Jan-27 ARM 6MOLIBOR 4.500 14.000 8.000 1-Jul-99
22630012924 9.125 2,048.09 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
22630012947 9.200 905.06 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 9.200 1-Mar-00
22630012948 9.200 905.06 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 9.200 1-Mar-00
22630012953 9.200 1,330.97 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 9.200 1-Mar-00
22630012988 10.060 4,383.59 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 10.060 1-Mar-00
22630012995 9.750 1,672.24 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
22630013004 10.875 2,024.86 1-May-97 1-Apr-27 ARM 6MOLIBOR 5.500 14.950 8.950 1-Apr-99
22630013012 9.625 1,794.53 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 13.500 7.500 1-Apr-99
22630013060 9.625 721.76 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 14.000 8.000 1-Apr-99
22630013082 9.000 2,425.25 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
22630013128 8.750 1,354.87 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
22630013130 9.000 5,309.01 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
22630013131 9.000 2,111.54 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
22630013140 9.000 2,894.68 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-May-99
22630013159 11.000 1,207.68 1-Jun-97 1-May-27 ARM PRIME 2.950 14.250 8.250 1-May-99
22630013177 9.125 683.08 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
22630013192 9.375 1,047.46 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.250 14.000 8.000 1-Jun-99
22630013209 9.125 1,309.23 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
22630013215 9.125 3,286.11 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.250 7.750 1-Jul-99
22630013219 9.125 1,951.65 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
22630013253 9.125 819.29 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jul-99
22630013257 9.125 1,341.76 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jul-99
22630013261 10.000 1,226.51 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.250 14.000 8.000 1-Aug-99
22630013279 9.500 2,517.88 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
22630013284 9.625 1,781.05 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.500 13.750 7.750 1-Jul-99
22630013285 9.625 3,752.31 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.500 13.750 7.750 1-Jul-99
22630013312 9.500 1,269.20 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Aug-99
22630013326 9.500 3,065.40 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Aug-99
22630013344 9.375 8,437.49 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Apr-99
22630013359 9.750 892.52 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Mar-99
22630013369 9.750 2,231.30 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Mar-99
22630013398 9.125 1,058.37 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.750 13.250 7.750 1-Apr-99
22630013399 9.750 1,756.75 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Mar-99
22630013417 9.500 3,122.74 1-Dec-97 1-Nov-12 ARM 6MOLIBOR 4.500 13.500 7.500 1-May-99
22630013430 9.125 967.58 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Apr-99
22630013435 8.875 3,432.36 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Apr-99
22630013441 10.625 3,651.74 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 5.250 14.450 8.950 1-Apr-99
22630013486 7.750 1,899.96 1-Dec-97 1-Nov-27 ARM 1YRCMT 3.750 13.500 7.500 1-May-99
22630013501 8.750 1,938.75 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-May-99
22630013502 7.250 8,704.65 1-Dec-97 1-Nov-27 ARM 1YRCMT 3.250 13.250 7.250 1-May-99
22630013540 10.125 9,168.77 1-Jan-98 1-Dec-04 ARM 6MOLIBOR 5.000 14.000 8.500 1-Jun-99
22630013543 8.875 1,113.91 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jun-99
22630013544 8.875 1,938.22 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jun-99
22630013564 8.875 3,518.61 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.250 7.750 1-Jun-99
22630013566 8.875 789.25 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jun-99
22630013567 8.875 953.82 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
22630013585 8.875 835.03 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.950 7.950 1-Jul-99
22630013607 8.875 755.43 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.750 13.990 7.990 1-Jul-99
22630013608 7.625 2,682.17 1-Feb-98 1-Jan-28 ARM 1YRCMT 3.000 13.500 7.500 1-Jul-99
22630013611 7.625 7,043.19 1-Feb-98 1-Jan-28 ARM 1YRCMT 3.000 13.250 7.250 1-Jul-99
22630013636 9.750 1,480.23 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.125 14.250 8.250 1-Aug-99
22630013637 8.875 2,076.09 1-Feb-98 1-Jan-23 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jul-99
22630013650 8.625 1,690.19 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
22630013658 8.750 7,308.94 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.650 13.250 7.500 1-Jul-99
22630013679 8.875 2,384.93 1-Feb-98 1-Jan-05 ARM 6MOLIBOR 3.750 13.750 7.750 1-Jul-99
22630013680 9.500 3,182.61 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.375 13.740 7.990 1-Jul-99
22630013740 9.625 1,641.61 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.875 13.250 9.495 1-Aug-99
22630013745 9.250 1,388.12 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.750 13.250 7.750 1-Aug-99
22630013746 9.625 1,274.88 1-Apr-98 1-Mar-05 ARM 6MOLIBOR 3.950 13.750 9.500 1-Mar-99
22630013780 8.750 1,355.96 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.750 13.250 7.250 1-Mar-99
22630013786 9.000 644.53 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
22630013787 8.875 1,932.14 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.125 12.250 7.500 1-Mar-99
22630013800 9.750 3,002.63 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 4.000 13.250 7.750 1-Mar-99
22630013819 8.750 466.82 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Mar-99
22630013820 9.490 2,292.11 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 5.000 13.990 7.990 1-Mar-99
22630013822 7.750 2,953.12 1-Apr-98 1-Mar-28 ARM 1YRCMT 2.700 12.990 6.990 1-Mar-99
22630013862 7.625 1,432.79 1-May-98 1-Apr-28 ARM 1YRCMT 3.000 13.250 7.250 1-Apr-99
22630013863 9.000 1,406.14 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.625 13.250 7.500 1-Apr-99
22630013868 9.125 740.15 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.750 1-Apr-99
22630013906 8.360 16,223.90 1-Jun-98 1-May-28 ARM 1YRCMT 2.990 13.250 8.360 1-May-99
22630013961 8.625 1,515.30 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.625 13.250 7.500 1-May-99
22630014022 9.030 18,152.58 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.250 13.250 9.030 1-Jun-99
22650012504 10.500 4,310.71 1-Dec-96 1-Nov-01 FIXED FIXED N/A N/A N/A N/A
22650013376 10.170 1,442.06 1-Oct-97 1-Sep-04 FIXED FIXED N/A N/A N/A N/A
22650013400 9.500 1,034.26 1-Oct-97 1-Sep-07 FIXED FIXED N/A N/A N/A N/A
22650013431 10.880 1,117.17 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
22650013459 9.800 7,828.11 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
22650013565 9.450 1,406.52 1-Jan-98 1-Dec-04 FIXED FIXED N/A N/A N/A N/A
22650013568 8.875 2,068.68 1-Jan-98 1-Dec-07 FIXED FIXED N/A N/A N/A N/A
22650013606 9.440 12,173.42 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22650013613 8.930 6,536.66 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22650013614 8.930 2,248.85 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22650013615 8.930 5,247.32 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22650013747 8.940 3,401.32 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
22650013748 8.940 6,402.48 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
22650013761 8.625 1,487.53 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
22650013818 9.040 1,130.51 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
22650013869 9.000 2,574.80 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22650013871 8.320 2,353.66 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22650013881 8.150 18,234.08 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650013893 8.820 2,216.78 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22650013894 8.290 2,799.91 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22650013905 8.655 1,871.83 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22650013928 9.450 1,306.89 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22650013929 9.150 1,992.12 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650013964 8.900 2,003.57 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22650013971 8.963 2,586.33 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22650013972 8.900 1,646.71 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22650013994 8.963 661.62 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650014019 9.140 1,405.39 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650014021 9.650 364.16 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650014028 8.890 1,310.61 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650014031 8.640 2,468.98 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22650014061 8.140 14,870.96 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
22700012966 12.000 1,471.45 1-Jul-97 1-Jun-22 ARM PRIME 4.200 15.200 9.200 1-Jun-99
22700012989 9.875 3,864.20 1-May-97 1-Apr-22 ARM 6MOLIBOR 4.500 13.950 7.950 1-Apr-99
22700012996 9.625 5,094.18 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 3.950 13.950 7.950 1-Mar-99
22700013041 11.500 1,951.31 1-May-97 1-Apr-27 ARM PRIME 3.250 14.750 8.750 1-Apr-99
22700013058 9.250 5,329.53 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.950 13.750 7.750 1-Apr-99
22700013129 9.500 3,230.42 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-May-99
22700013178 9.625 6,706.10 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
22700013210 10.625 1,135.42 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 5.500 14.500 8.500 1-Jun-99
22700013233 9.500 11,653.97 1-Aug-97 1-Jul-17 ARM 6MOLIBOR 4.375 13.875 8.375 1-Jul-99
22700013350 9.625 2,623.59 1-Oct-97 1-Sep-12 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
22700013377 11.250 659.00 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 5.500 14.500 8.500 1-Mar-99
22700013401 9.625 7,640.81 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
22700013425 10.875 2,466.01 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 5.500 14.500 9.000 1-Apr-99
22700013443 9.875 8,127.93 1-Nov-97 1-Oct-17 ARM 6MOLIBOR 4.500 14.500 9.000 1-Apr-99
22700013470 9.500 12,153.63 1-Dec-97 1-Nov-07 ARM 6MOLIBOR 4.500 13.950 8.450 1-May-99
22700013494 9.500 1,478.22 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.500 13.950 8.450 1-May-99
22700013498 10.000 1,082.44 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 5.000 13.950 8.450 1-May-99
22700013507 8.625 2,719.58 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.700 13.490 7.990 1-May-99
22700013521 10.250 1,074.32 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 5.250 14.250 8.750 1-May-99
22700013570 11.750 2,519.69 1-Jan-98 1-Dec-27 ARM PRIME 3.950 14.750 9.250 1-Jun-99
22700013584 9.375 1,346.04 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.250 13.700 7.700 1-Jun-99
22700013594 10.125 4,030.12 1-Feb-98 1-Jan-23 ARM 6MOLIBOR 5.000 14.250 8.250 1-Jul-99
22700013638 10.250 2,607.01 1-Feb-98 1-Jan-08 ARM 6MOLIBOR 4.250 14.200 10.250 1-Jul-99
22700013666 9.750 1,283.46 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.625 13.700 8.450 1-Jul-99
22700013760 9.500 5,234.60 1-Apr-98 1-Mar-23 ARM 6MOLIBOR 4.000 13.500 7.500 1-Mar-99
22720013616 9.875 3,655.86 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22720013681 9.480 3,684.72 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
22720013706 9.600 1,188.89 1-Mar-98 1-Feb-03 FIXED FIXED N/A N/A N/A N/A
22720013764 9.810 1,298.25 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
22720013776 9.540 3,796.99 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
22720013778 9.390 11,042.30 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
22720013852 9.040 2,862.20 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22720013870 9.540 2,362.57 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
22720013912 8.570 19,347.00 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22720013925 9.915 958.43 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22720013942 8.900 2,665.64 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22720013967 8.400 4,942.43 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22720013974 8.900 1,992.40 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
22720014020 9.015 5,438.49 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
23600013293 9.750 12,869.28 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.000 14.000 8.000 1-Aug-99
23630013006 9.250 1,068.23 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.950 13.750 7.750 1-Apr-99
23630013021 8.875 3,879.55 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.500 13.450 7.450 1-Apr-99
23630013047 9.125 4,310.26 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.750 7.750 1-Apr-99
23630013061 8.875 1,635.87 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.500 13.500 7.500 1-Apr-99
23630013076 9.625 806.37 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-Apr-99
23630013103 9.450 1,816.75 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-00
23630013147 7.500 4,869.27 1-Jun-97 1-May-27 ARM 1YRCMT 3.250 13.500 7.500 1-May-99
23630013287 8.375 8,736.80 1-Oct-97 1-Sep-07 ARM 1YRCMT 3.250 13.450 7.950 1-Mar-99
23630013300 9.690 2,051.41 1-Sep-97 1-Aug-07 FIXED FIXED N/A N/A N/A N/A
23630013315 10.500 4,708.34 1-Sep-97 1-Aug-22 ARM 6MOLIBOR 4.750 13.950 7.950 1-Aug-99
23630013337 10.500 1,277.65 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.750 13.950 7.950 1-Aug-99
23630013461 7.875 1,340.88 1-Nov-97 1-Oct-27 ARM 1YRCMT 3.250 13.250 7.250 1-Apr-99
23630013487 9.625 1,992.29 1-Dec-97 1-Nov-17 ARM 6MOLIBOR 4.630 14.500 8.500 1-May-99
23630013500 7.500 3,619.67 1-Dec-97 1-Nov-27 ARM 1YRCMT 3.250 13.000 7.500 1-May-99
23630013514 8.875 1,231.85 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.950 13.750 7.750 1-May-99
23630013519 8.750 2,045.69 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.750 13.750 8.250 1-May-99
23630013574 9.375 1,296.19 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.250 13.950 7.950 1-Jun-99
23630013575 9.375 1,296.22 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.250 13.950 7.950 1-Jun-99
23630013609 9.625 3,097.80 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.500 13.750 7.750 1-Jul-99
23630013645 8.750 10,890.95 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.650 13.250 7.950 1-Jul-99
23630013647 8.625 4,665.56 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.750 7.750 1-Jul-99
23630013716 9.875 1,606.45 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
23630013772 9.750 4,838.58 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 4.500 13.250 7.750 1-Mar-99
23630013793 8.750 9,432.62 1-Apr-98 1-Mar-28 ARM 1YRCMT 3.625 13.250 7.750 1-Mar-99
23630014003 8.875 4,927.57 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
23650013428 10.000 2,544.96 1-Nov-97 1-Oct-07 FIXED FIXED N/A N/A N/A N/A
23650013775 8.500 1,691.61 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
23650013975 8.400 2,827.95 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
23650013984 8.650 3,792.61 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
23650014053 8.400 3,428.27 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
23650014065 8.195 2,952.25 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
23700013018 10.250 1,958.28 1-May-97 1-Apr-17 ARM 6MOLIBOR 4.950 13.950 7.950 1-Apr-99
23700013093 9.250 2,723.55 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-May-99
23700013188 9.875 3,574.22 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.750 13.950 7.950 1-Jun-99
23700013299 10.500 1,734.50 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.750 13.950 7.950 1-Aug-99
23700013325 9.250 4,108.35 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.450 13.750 7.750 1-Aug-99
23700013365 10.000 4,382.32 1-Oct-97 1-Sep-07 ARM 6MOLIBOR 4.250 13.750 8.250 1-Mar-99
23700013372 10.750 6,145.76 1-Oct-97 1-Sep-12 ARM 6MOLIBOR 5.000 14.500 8.500 22-Feb-99
23700013405 10.250 5,581.88 1-Oct-97 1-Sep-17 ARM 6MOLIBOR 4.500 13.950 8.250 1-Mar-99
23700013493 9.750 7,248.64 1-Dec-97 1-Nov-22 ARM 6MOLIBOR 4.750 13.950 8.450 1-May-99
23700013557 9.875 4,336.45 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.750 13.500 8.000 1-Jun-99
23700013558 8.875 5,726.17 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.250 7.750 1-Jun-99
23700013583 9.375 1,510.96 1-Feb-98 1-Jan-23 ARM 6MOLIBOR 4.250 13.500 7.500 1-Jul-99
23700013590 7.625 2,827.11 1-Jan-98 1-Dec-27 ARM 1YRCMT 2.990 13.250 7.250 1-Jun-99
23700013593 9.875 1,550.94 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.750 13.950 8.450 1-Jul-99
23700013605 9.750 1,173.29 1-Mar-98 1-Feb-18 ARM 6MOLIBOR 4.500 13.750 7.750 1-Aug-99
23700013660 9.375 6,936.43 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.250 13.700 7.700 1-Jul-99
23700013661 9.750 2,366.77 1-Apr-98 1-Mar-18 ARM 6MOLIBOR 4.250 13.750 7.750 1-Mar-99
23700013672 9.625 9,765.73 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.500 13.500 8.000 1-Jul-99
23700013727 10.000 5,784.72 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 4.250 13.700 8.200 1-Mar-99
23700013731 9.750 7,721.16 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.500 13.750 7.750 1-Aug-99
23700013749 9.625 1,816.96 1-Apr-98 1-Mar-18 ARM 6MOLIBOR 3.950 13.500 8.000 1-Mar-99
23700013860 9.625 3,199.56 1-May-98 1-Apr-28 ARM 6MOLIBOR 4.250 13.450 7.950 1-Apr-99
23700013952 9.250 1,311.12 1-Jun-98 1-May-28 ARM 6MOLIBOR 4.250 13.750 7.750 1-May-99
23700014062 8.125 1,402.82 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 2.950 13.700 7.700 1-Jun-99
23720013321 10.480 9,663.23 1-Sep-97 1-Aug-07 FIXED FIXED N/A N/A N/A N/A
23720013531 9.750 3,118.99 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
23720013547 9.450 4,964.63 1-Jan-98 1-Dec-04 FIXED FIXED N/A N/A N/A N/A
23720013695 8.875 10,964.63 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
23720013754 9.250 12,631.64 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
23720013875 10.125 4,587.64 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
23720013882 9.445 1,736.38 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
23720013890 9.125 5,383.36 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
23720013898 9.250 3,907.71 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
23720013911 8.750 1,404.27 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
23720013987 9.400 7,085.33 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
23720014000 9.025 6,149.15 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
23720014045 9.640 1,880.91 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
23720014054 8.195 3,251.21 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
24330013113 10.750 2,660.43 1-Jun-97 1-May-04 FIXED FIXED N/A N/A N/A N/A
24630011333 10.250 2,614.02 1-Sep-95 1-Aug-25 ARM 6MOLIBOR 4.550 13.750 7.750 1-Aug-99
24630012999 9.375 1,163.22 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Apr-99
24630013005 8.950 2,242.88 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 8.950 1-Apr-00
24630013013 9.375 1,577.00 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Apr-99
24630013020 9.125 2,113.02 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
24630013085 9.375 2,323.24 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Apr-99
24630013108 8.750 1,572.15 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
24630013117 9.000 1,768.97 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-May-99
24630013133 9.000 849.13 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
24630013139 9.000 3,217.58 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-May-99
24630013148 8.750 3,908.75 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
24630013190 8.875 3,006.58 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
24630013196 8.875 2,182.85 1-Jul-97 1-Jun-17 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
24630013208 9.125 757.97 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
24630013214 9.125 2,335.83 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
24630013235 9.625 2,412.71 1-Aug-97 1-Jul-12 ARM 6MOLIBOR 4.500 14.250 8.250 1-Jul-99
24630013251 9.125 609.65 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.500 7.500 1-Jul-99
24630013270 8.875 1,873.62 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jul-99
24630013302 10.000 1,051.20 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.250 14.250 8.250 1-Aug-99
24630013304 9.500 3,241.76 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
24630013313 9.750 1,650.91 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Mar-99
24630013332 9.500 1,322.74 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.450 7.950 1-Aug-99
24630013333 9.125 1,574.98 1-Sep-97 1-Aug-27 ARM 1YRCMT 3.750 13.500 7.500 1-Aug-99
24630013352 9.500 3,273.93 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
24630013371 10.000 4,925.99 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.250 14.000 8.000 1-Mar-99
24630013385 9.500 3,594.66 1-Oct-97 1-Sep-22 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
24630013394 9.500 2,849.38 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
24630013411 9.125 1,271.82 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
24630013436 8.875 953.85 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 3.500 13.500 7.500 1-Apr-99
24630013479 8.500 3,601.16 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013489 8.750 1,155.48 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
24630013490 8.625 2,152.25 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013506 8.500 2,217.41 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013509 8.500 922.64 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.500 13.750 7.750 1-May-99
24630013515 9.625 11,304.86 1-Jan-98 1-Dec-07 FIXED FIXED N/A N/A N/A N/A
24630013517 8.500 1,049.48 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013535 9.250 2,326.09 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.250 13.700 7.700 1-May-99
24630013538 8.625 1,159.71 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013542 8.875 3,062.07 1-Jan-98 1-Dec-27 ARM 1YRCMT 4.250 13.700 7.700 1-Jun-99
24630013549 8.625 3,266.37 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013555 8.625 3,468.57 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013556 8.625 1,480.70 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013587 8.625 1,095.91 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013589 8.625 4,515.85 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630013591 8.875 953.82 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
24630013624 7.625 2,005.12 1-Feb-98 1-Jan-28 ARM 1YRCMT 2.990 13.250 7.250 1-Jul-99
24630013635 8.125 3,660.14 1-Feb-98 1-Jan-28 ARM 1YRCMT 3.500 13.250 7.250 1-Jul-99
24630013692 8.625 1,912.69 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
24630013702 8.625 1,513.24 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jul-99
24630013714 8.750 1,296.21 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Aug-99
24630013720 8.750 5,685.27 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Aug-99
24630013756 8.750 943.33 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Mar-99
24630013765 8.375 4,320.84 1-Apr-98 1-Mar-28 ARM 1YRCMT 3.250 13.250 7.250 1-Mar-99
24630013766 9.000 2,565.64 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Mar-99
24630013771 8.750 1,446.16 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.750 13.250 7.250 1-Mar-99
24630013777 8.750 2,169.58 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Mar-99
24630013789 9.000 2,999.24 1-Apr-98 1-Mar-05 FIXED FIXED N/A N/A N/A N/A
24630013854 8.750 1,571.15 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Apr-99
24630013922 8.750 1,193.68 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
24630013931 7.250 3,338.03 1-Jun-98 1-May-28 ARM 1YRCMT 2.990 13.250 7.250 1-May-99
24630013956 8.500 3,139.76 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013963 8.500 1,728.14 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013990 8.500 5,184.69 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630013991 8.625 3,932.66 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630014009 8.500 1,094.55 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-May-99
24630014052 9.125 6,927.01 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 4.000 14.125 8.125 1-Jun-99
24630014067 8.625 1,204.19 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 3.500 13.250 7.250 1-Jun-99
24630014078 7.875 3,260.99 1-Jul-98 1-Jun-28 ARM 6MOLIBOR 2.750 12.250 7.250 1-Jun-99
24650012784 9.880 5,931.17 1-Mar-97 1-Feb-02 FIXED FIXED N/A N/A N/A N/A
24650013220 9.880 912.16 1-Jul-97 1-Jun-02 FIXED FIXED N/A N/A N/A N/A
24650013384 9.000 9,444.26 1-Oct-97 1-Sep-07 FIXED FIXED N/A N/A N/A N/A
24650013465 9.625 2,039.98 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
24650013485 9.125 3,254.54 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
24650013671 9.130 8,139.95 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
24650013674 9.500 1,681.71 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
24650013815 8.790 1,395.87 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
24650013816 8.790 2,368.68 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
24650013838 9.125 884.83 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
24650013853 9.500 1,229.75 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
24650013855 9.500 1,185.61 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
24650013859 8.750 2,753.46 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
24650013944 8.570 2,873.03 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
24650013946 8.400 1,457.02 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
24650013980 8.900 2,411.93 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
24650013992 8.900 3,701.86 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
24650014014 8.750 1,258.73 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
24650014024 8.400 7,313.65 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
24650014034 9.400 2,302.74 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
24700012968 9.875 2,411.40 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Apr-99
24700013000 10.500 9,039.14 1-Apr-97 1-Mar-22 ARM 6MOLIBOR 4.750 13.950 7.950 1-Mar-99
24700013172 9.625 2,429.46 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
24700013183 11.000 566.37 1-Jul-97 1-Jun-27 ARM PRIME 3.250 14.750 8.750 1-Jun-99
24700013317 10.250 2,429.57 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Aug-99
24700013322 10.250 2,413.02 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Aug-99
24700013390 10.250 7,109.02 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.500 13.950 8.450 1-Mar-99
24700013412 9.875 4,401.44 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Apr-99
24700013438 9.625 4,074.37 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.250 13.700 7.700 1-Apr-99
24700013475 9.250 862.93 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.250 13.700 7.700 1-May-99
24700013744 9.700 1,792.71 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.250 13.700 7.700 1-Aug-99
24700013970 10.250 9,843.31 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.500 13.950 8.250 1-Mar-99
24720013642 9.875 3,691.72 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
24720013688 9.375 6,487.68 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
24720013965 10.000 526.55 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
25630011929 10.000 1,233.44 1-Mar-96 1-Feb-26 ARM 6MOLIBOR 4.250 13.500 7.500 1-Aug-99
25630012969 8.375 2,051.49 1-Apr-97 1-Mar-27 ARM 1YRCMT 3.250 13.500 7.500 1-Mar-99
25630013007 7.625 7,051.49 1-May-97 1-Apr-27 ARM 1YRCMT 3.000 13.500 7.500 1-Apr-99
25630013054 7.875 11,485.67 1-May-97 1-Apr-27 ARM 1YRCMT 3.250 13.500 7.500 1-Apr-99
25630013075 8.875 2,782.69 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.500 13.500 7.500 1-Apr-99
25630013077 7.375 4,948.42 1-Jun-97 1-May-27 ARM 1YRCMT 3.125 13.375 7.375 1-May-99
25630013087 7.500 3,153.94 1-Jun-97 1-May-27 ARM 1YRCMT 3.500 13.500 7.500 1-May-99
25630013100 7.750 5,920.64 1-Jun-97 1-May-27 ARM 1YRCMT 3.500 13.750 7.750 1-May-99
25630013101 7.500 3,151.63 1-Jun-97 1-May-27 ARM 1YRCMT 3.250 13.500 7.500 1-May-99
25630013123 7.250 2,939.48 1-Jun-97 1-May-27 ARM 1YRCMT 2.950 13.250 7.250 1-May-99
25630013162 7.875 4,787.04 1-Jul-97 1-Jun-27 ARM 1YRCMT 3.250 13.500 7.500 1-Jun-99
25630013252 7.875 1,088.20 1-Aug-97 1-Jul-27 ARM 1YRCMT 3.250 13.500 7.500 1-Jul-99
25630013255 8.125 2,450.67 1-Aug-97 1-Jul-27 ARM 1YRCMT 3.500 13.450 7.950 1-Jul-99
25630013296 8.625 4,437.05 1-Sep-97 1-Aug-27 ARM 1YRCMT 3.250 13.500 7.500 1-Aug-99
25630013360 8.375 2,013.70 1-Oct-97 1-Sep-27 ARM 1YRCMT 3.250 13.450 7.950 1-Mar-99
25630013396 8.625 3,887.24 1-Oct-97 1-Sep-27 ARM 1YRCMT 3.500 13.450 7.950 1-Mar-99
25630013397 8.625 3,692.87 1-Oct-97 1-Sep-27 ARM 1YRCMT 3.500 13.450 7.950 1-Mar-99
25630013427 7.500 8,045.50 1-Nov-97 1-Oct-27 ARM 1YRCMT 2.950 13.250 7.250 1-Apr-99
25630013472 7.950 7,856.25 1-Dec-97 1-Nov-27 ARM 1YRCMT 3.500 13.450 7.950 1-May-99
25630013473 7.950 6,722.28 1-Dec-97 1-Nov-27 ARM 1YRCMT 3.500 13.450 7.950 1-May-99
25630013649 7.250 2,181.56 1-Feb-98 1-Jan-28 ARM 1YRCMT 2.950 13.250 7.250 1-Jul-99
25630013769 8.290 3,506.48 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
25630013976 7.250 2,080.64 1-Jun-98 1-May-28 ARM 1YRCMT 2.990 12.250 7.250 1-May-99
25650013474 9.300 2,590.46 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
25650013536 8.960 6,413.97 1-Jan-98 1-Dec-07 FIXED FIXED N/A N/A N/A N/A
25650013805 8.290 6,843.29 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
25650013988 8.900 1,602.85 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
25700013079 9.250 1,352.03 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.950 13.750 7.750 1-Apr-99
25700013424 9.625 5,170.11 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.250 13.750 8.250 1-Apr-99
25700013534 10.250 1,567.05 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 5.250 14.250 8.750 1-May-99
25700013588 9.125 8,167.27 1-Feb-98 1-Jan-18 ARM 6MOLIBOR 3.950 13.750 8.250 1-Jul-99
25720013995 8.900 1,873.98 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
25720014036 8.890 3,346.23 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
26600013221 9.625 10,613.39 1-Jul-97 1-Jun-07 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
26630012473 11.250 4,122.27 1-Aug-95 1-Jul-25 ARM PRIME 3.550 16.450 8.450 1-Jul-99
26630012982 8.875 4,769.48 1-Apr-97 1-Mar-27 ARM 1YRCMT 3.750 13.500 7.500 1-Mar-99
26630013025 9.125 3,117.65 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
26630013031 9.125 2,031.84 1-May-97 1-Apr-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
26630013053 8.125 1,066.17 1-May-97 1-Apr-27 ARM 1YRCMT 3.500 13.500 7.500 1-Apr-99
26630013062 8.875 1,489.39 1-Jan-97 1-Dec-26 ARM 6MOLIBOR 3.750 13.500 7.500 1-Jun-99
26630013066 9.875 1,418.11 1-May-97 1-Apr-27 ARM 6MOLIBOR 4.500 13.750 7.750 1-Apr-99
26630013067 8.750 1,927.86 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
26630013102 8.750 1,022.41 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
26630013114 8.750 1,218.51 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
26630013134 8.750 3,922.51 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
26630013151 9.125 11,987.99 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
26630013203 7.500 910.24 1-Jul-97 1-Jun-27 ARM 1YRCMT 2.950 13.250 7.250 1-Jun-99
26630013277 9.500 2,475.91 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.750 13.500 7.500 1-Aug-99
26630013329 10.000 1,892.24 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-Mar-99
26630013334 10.000 3,501.62 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.250 13.500 7.500 1-Aug-99
26630013375 8.625 1,592.76 1-Oct-97 1-Sep-27 ARM 1YRCMT 3.500 13.500 8.000 1-Mar-99
26630013408 8.000 8,420.13 1-Oct-97 1-Sep-27 ARM 1YRCMT 2.950 13.500 7.750 1-Mar-99
26630013458 7.875 1,553.94 1-Nov-97 1-Oct-27 ARM 1YRCMT 3.250 13.250 7.250 1-Apr-99
26630013526 8.875 832.39 1-Jan-98 1-Dec-17 ARM 6MOLIBOR 3.750 13.450 7.950 1-Jun-99
26630013529 9.250 3,948.85 1-Jan-98 1-Dec-07 FIXED FIXED N/A N/A N/A N/A
26630013643 8.625 4,161.86 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.500 13.750 7.750 1-Jul-99
26630013901 8.750 2,609.20 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-May-99
26650013530 8.500 2,114.52 1-Dec-97 1-Nov-07 FIXED FIXED N/A N/A N/A N/A
26650013733 8.560 1,670.05 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
26650013738 9.310 1,995.88 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
26650013757 9.310 892.17 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
26650013762 8.560 3,131.34 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
26650013821 8.540 2,377.00 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013838 8.790 6,513.87 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013844 8.820 4,116.87 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013851 8.570 2,205.56 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013856 8.570 2,476.42 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013888 8.070 1,721.06 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013909 9.570 1,979.57 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26650013924 8.320 7,750.99 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
26650013941 8.070 2,585.28 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
26650013962 8.275 2,861.50 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
26650014029 8.400 3,009.26 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
26650014059 8.640 3,115.43 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
26700012569 8.500 1,221.18 1-Dec-96 1-Nov-26 ARM 6MOLIBOR 3.500 13.450 7.450 1-May-99
26700012929 10.750 1,747.28 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 5.000 13.950 7.950 1-Mar-99
26700012967 10.250 1,430.71 1-Apr-97 1-Mar-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Mar-99
26700013145 9.625 3,147.26 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
26700013223 9.625 12,778.94 1-Jul-97 1-Jun-12 ARM 6MOLIBOR 4.500 13.950 7.950 1-Jun-99
26700013227 9.625 15,749.71 1-Aug-97 1-Jul-12 ARM 6MOLIBOR 4.500 13.750 7.750 1-Jul-99
26700013268 10.000 2,008.04 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 4.250 13.750 7.750 1-Aug-99
26700013278 9.375 4,767.88 1-Aug-97 1-Jul-22 ARM 6MOLIBOR 4.250 13.750 7.750 1-Jul-99
26700013403 9.625 1,401.74 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.250 13.950 8.450 1-Apr-99
26700013449 9.625 2,168.53 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.250 13.200 7.700 1-Apr-99
26700013496 8.875 4,136.10 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 3.950 13.950 7.950 1-May-99
26700013627 8.875 1,985.75 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 3.700 13.500 7.500 1-Jul-99
26700013664 9.625 4,132.09 1-Feb-98 1-Jan-18 ARM 6MOLIBOR 4.500 14.200 8.200 1-Jul-99
26700013934 8.625 4,390.69 1-Jun-98 1-May-28 ARM 6MOLIBOR 3.700 13.500 7.500 1-May-99
26720013654 9.780 1,697.16 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
26720013887 9.320 3,311.02 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
26720013933 9.790 2,659.47 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
26720014038 9.140 3,258.87 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
27630013230 9.375 1,891.83 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.200 14.000 8.000 1-Jul-99
27630013896 9.500 2,064.89 1-May-98 1-Apr-18 ARM 6MOLIBOR 4.125 13.500 8.250 1-Apr-99
27650013813 9.040 605.63 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
27650013999 8.900 1,196.16 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
27700013116 9.500 1,344.86 1-Jun-97 1-May-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-May-99
27700013267 9.375 1,413.67 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.200 14.000 8.000 1-Jul-99
27700013389 10.250 3,132.53 1-Nov-97 1-Oct-27 ARM 6MOLIBOR 4.875 14.330 8.330 1-Apr-99
27720013977 9.400 937.77 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
28630013126 9.500 1,182.46 1-Jun-97 1-May-27 ARM 6MOLIBOR 3.750 15.500 9.500 1-May-00
28630013269 8.375 899.44 1-Aug-97 1-Jul-27 ARM 1YRCMT 3.750 13.500 7.500 1-Jul-99
28630013602 7.500 1,154.16 1-Feb-98 1-Jan-28 ARM 1YRCMT 2.700 13.500 7.500 1-Jul-99
28630013707 9.950 1,047.18 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 4.500 13.950 7.950 1-Aug-99
28630013753 9.000 1,810.41 1-Mar-98 1-Feb-03 FIXED FIXED N/A N/A N/A N/A
28630013817 8.000 8,803.13 1-May-98 1-Apr-28 ARM 1YRCMT 3.375 13.990 7.990 1-Apr-99
28630013985 9.650 3,082.53 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013836 8.853 2,382.21 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
28650013889 8.695 4,133.06 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013917 9.310 1,186.79 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013937 8.963 2,556.26 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013943 9.000 1,750.06 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013968 8.963 7,518.40 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28650013997 8.900 1,076.55 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28700013089 10.875 5,649.07 1-May-97 1-Apr-27 ARM 6MOLIBOR 5.500 14.500 8.500 1-Apr-99
28700013119 10.500 2,262.15 1-Jun-97 1-May-27 ARM 6MOLIBOR 5.500 14.500 8.500 1-May-99
28700013239 9.875 22,478.50 1-Aug-97 1-Jul-17 ARM 6MOLIBOR 4.750 14.500 8.500 1-Jul-99
28700013338 9.500 1,486.27 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-May-99
28700013357 9.625 8,831.37 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 3.950 13.750 8.250 1-Mar-99
28700013363 12.000 5,483.60 1-Oct-97 1-Sep-17 ARM PRIME 3.500 14.450 8.950 1-Mar-99
28700013388 10.250 4,292.88 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Mar-99
28700013644 10.500 6,403.38 1-Feb-98 1-Jan-28 ARM 6MOLIBOR 4.500 13.950 10.500 1-Jul-99
28720013770 10.000 1,908.28 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
28720013996 10.150 2,026.19 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
28720014049 10.150 2,757.89 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
29630013166 9.125 1,175.99 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
29630013198 9.125 2,521.39 1-Jul-97 1-Jun-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jun-99
29630013205 9.125 661.78 1-Aug-97 1-Jul-27 ARM 6MOLIBOR 4.000 13.750 7.750 1-Jul-99
29630013294 9.500 1,805.65 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.755 13.450 7.950 1-Aug-99
29630013331 9.000 2,212.41 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-May-99
29630013478 9.000 2,775.79 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-May-99
29630013510 9.000 2,533.82 1-Dec-97 1-Nov-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-May-99
29630013516 9.125 7,117.60 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Jun-99
29630013533 9.125 1,220.24 1-Jan-98 1-Dec-27 ARM 6MOLIBOR 4.000 13.750 8.250 1-Jun-99
29630013632 8.125 2,708.92 1-Feb-98 1-Jan-28 ARM 1YRCMT 3.500 13.250 7.250 1-Jul-99
29630013732 8.875 5,752.06 1-Mar-98 1-Feb-28 ARM 1YRCMT 3.500 13.990 7.990 1-Aug-99
29630013826 9.000 1,657.69 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
29630013827 9.000 2,225.45 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
29630013829 9.000 1,059.09 1-May-98 1-Apr-28 ARM 6MOLIBOR 3.750 13.500 7.500 1-Apr-99
29650013453 9.500 1,425.25 1-Nov-97 1-Oct-07 FIXED FIXED N/A N/A N/A N/A
29650013504 9.500 1,759.49 1-Feb-98 1-Jan-08 FIXED FIXED N/A N/A N/A N/A
29650013541 9.550 3,016.07 1-Jan-98 1-Dec-07 FIXED FIXED N/A N/A N/A N/A
29650013807 8.875 1,432.17 1-Apr-98 1-Mar-08 FIXED FIXED N/A N/A N/A N/A
29650013880 9.570 10,067.00 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
29650013883 8.700 1,115.97 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
29650013895 8.780 1,366.68 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
29650013900 8.875 835.43 1-May-98 1-Apr-08 FIXED FIXED N/A N/A N/A N/A
29650013978 8.650 1,364.25 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
29700013297 9.750 3,002.44 1-Sep-97 1-Aug-27 ARM 6MOLIBOR 3.950 13.750 7.750 1-Aug-99
29700013362 10.250 992.94 1-Oct-97 1-Sep-27 ARM 6MOLIBOR 4.500 13.950 7.950 1-Mar-99
29700013455 11.500 1,328.19 1-Nov-97 1-Oct-02 ARM PRIME 3.250 14.750 9.250 1-Apr-99
29700013708 10.500 2,046.05 1-Mar-98 1-Feb-28 ARM 6MOLIBOR 5.000 14.500 8.500 1-Aug-99
29700013797 9.200 3,323.63 1-Apr-98 1-Mar-28 ARM 6MOLIBOR 4.250 13.700 7.700 1-Mar-99
29720013734 9.630 1,147.58 1-Mar-98 1-Feb-08 FIXED FIXED N/A N/A N/A N/A
29720013959 10.150 4,443.39 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
29720013982 9.650 1,064.78 1-Jun-98 1-May-08 FIXED FIXED N/A N/A N/A N/A
29720014043 8.775 7,002.67 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
29720014044 9.850 1,796.30 1-Jul-98 1-Jun-08 FIXED FIXED N/A N/A N/A N/A
EXHIBIT A
FORM OF OWNERSHIP CERTIFICATE
ICCMAC MULTIFAMILY AND COMMERCIAL TRUST 1999-1
OWNERSHIP CERTIFICATE
evidencing a non-assessable, fully paid 100% interest in the Ownership
Certificate, which evidences the entire beneficial ownership interest in
ICCMAC Multifamily and Commercial Trust 1999-1, a Delaware business trust
whose assets include various commercial mortgage loans (the "Mortgage
Loans") deposited by Imperial Credit Commercial Mortgage Acceptance Corp.
(the "Depositor")
Date of Deposit Trust Agreement: Certificate Percentage Interest
As of February 1, 1999 Evidenced by this Ownership
Certificate: 100%
Closing Date: March 10, 1999
Depositor: Imperial Credit Commercial Owner Trustee: Wilmington Trust
Mortgage Acceptance Corp. Company
Ownership Certificate No. [_____]
THIS OWNERSHIP CERTIFICATE DOES NOT REPRESENT AN INTEREST IN, OR
OBLIGATION OF, THE DEPOSITOR, THE OWNER TRUSTEE, ANY OF THEIR RESPECTIVE
AFFILIATES, OR ANY OTHER PERSON OTHER THAN THE TRUST. NEITHER THIS OWNERSHIP
CERTIFICATE NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED, IN WHOLE OR IN
PART, BY ANY GOVERNMENTAL ENTITY OR INSTRUMENTALITY OR ANY PRIVATE INSURER OR
GUARANTOR.
UNLESS PERMITTED BY SECTION 12.1 OF THE DEPOSIT TRUST AGREEMENT, NO
TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION (INCLUDING, WITHOUT LIMITATION, ANY
TRANSACTION RESULTING IN A CHANGE OF OWNERSHIP OF THE OWNERSHIP CERTIFICATE) OF
THIS OWNERSHIP CERTIFICATE OR INTEREST HEREIN SHALL BE MADE UNLESS (I) SUCH
TRANSFER, SALE, PLEDGE OR THE DISPOSITION IS EXEMPT FROM THE REGISTRATION AND/OR
QUALIFICATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR IS OTHERWISE MADE IN ACCORDANCE WITH THE SECURITIES ACT AND
SUCH STATE SECURITIES LAWS , (II) FOR SO LONG AS ANY OFFERED BOND IS
OUTSTANDING, EITHER (A) THE OWNERSHIP CERTIFICATE IS TRANSFERRED, SOLD, PLEDGED
OR OTHERWISE DISPOSED OF TOGETHER WITH ALL THE OUTSTANDING PRIVATE BONDS TO A
REIT OR A QRS THAT HAS PROVIDED TO THE OWNER TRUSTEE A CERTIFICATE TO THE EFFECT
THAT SUCH TRANSFEREE IS A REIT OR QRS, AS APPLICABLE, OR (B) THE TRANSFER, SALE,
PLEDGE OR OTHER DISPOSITION OF THE OWNERSHIP CERTIFICATE WOULD NOT CAUSE THE
TRUST TO BE TREATED AS A SEPARATE ASSOCIATION TAXABLE AS A CORPORATION, AS
EVIDENCED BY AN OPINION OF COUNSEL DELIVERED TO THE OWNER TRUSTEE. THE TRUST HAS
NOT BEEN REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT,
AND NO TRANSFER OF THIS OWNERSHIP CERTIFICATE MAY BE MADE TO ANY PERSON THAT
WOULD REQUIRE THE TRUST TO BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE
INVESTMENT COMPANY ACT. NO TRANSFER OF THIS OWNERSHIP CERTIFICATE OR ANY
INTEREST HEREIN SHALL BE MADE (A) TO ANY PLAN, OR (B) TO ANY PERSON WHO IS
DIRECTLY OR INDIRECTLY PURCHASING SUCH OWNERSHIP CERTIFICATE OR INTEREST HEREIN
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF A PLAN.
FOR SO LONG AS THE BONDS ARE OUTSTANDING AND THE LIEN OF THE
INDENTURE HAS NOT BEEN SATISFIED AND DISCHARGED, THE OWNERSHIP CERTIFICATE
REGISTRAR SHALL REFUSE TO REGISTER ANY SALE, TRANSFER OR OTHER DISPOSITION OF
THE OWNERSHIP CERTIFICATE, UNLESS (I) THE OWNER TRUSTEE SHALL HAVE RECEIVED
WRITTEN CONFIRMATION FROM EACH RATING AGENCY TO THE EFFECT THAT SUCH SALE,
TRANSFER OR OTHER DISPOSITION WILL NOT RESULT IN AN ADVERSE RATING EVENT AND
(II) THE PROPOSED TRANSFEREE SHALL DELIVER AN OPINION OF COUNSEL, ACCEPTABLE IN
FORM AND SUBSTANCE TO THE RATING AGENCIES WITH RESPECT TO THE
"NON-CONSOLIDATION" OF THE TRUST AND THE PROPOSED TRANSFEREE.
NO ASSIGNMENT, CONVEYANCE OR OTHER TRANSFER OF THIS OWNERSHIP
CERTIFICATE SHALL BE EFFECTIVE UNLESS THE TRANSFEREE SHALL HAVE EXECUTED AND
DELIVERED TO THE OWNER TRUSTEE AN INSTRUMENT CONTAINING THE TRANSFEREE'S
AGREEMENT TO BE BOUND BY THE TERMS OF THE DEPOSIT TRUST AGREEMENT.
This Ownership Certificate is issued pursuant to, and in accordance
with, the terms of a Deposit Trust Agreement, dated as of February 1, 1999 (the
"Deposit Trust Agreement"; terms not otherwise defined herein shall have the
meanings assigned to those terms in the Deposit Trust Agreement), between
Imperial Credit Commercial Mortgage Acceptance Corp., as depositor (in such
capacity, the "Depositor"), and Wilmington Trust Company, as Owner Trustee (the
"Owner Trustee"), a summary of certain of the pertinent provisions of which are
set forth herein. This Ownership Certificate is issued under and is subject to
the terms, provisions and conditions of the Deposit Trust Agreement, to which
Deposit Trust Agreement the holder of this Ownership Certificate by virtue of
the acceptance hereof assents and by which such Ownership Certificateholder is
bound. In the event of a conflict between the provisions of this Ownership
Certificate and those of the Deposit Trust Agreement, the provisions of the
Deposit Trust Agreement shall control. Capitalized terms used herein, but not
defined herein have the meanings given them in the Deposit Trust Agreement.
This certifies that ___________________ is the registered owner of
the beneficial interest evidenced by this Ownership Certificate in the trust
established pursuant to the Deposit Trust Agreement and designated as ICCMAC
Multifamily and Commercial Trust 1999-1 (the "Trust"). The assets of the Trust
include the Mortgage Loans.
Except to the extent of their execution and authentication,
respectively, of the Ownership Certificate, the Owner Trustee and the Ownership
Certificate Registrar make no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of this Ownership
Certificate or the Mortgage Loans. The Owner Trustee has executed this Ownership
Certificate in its limited capacity as Owner Trustee under the Deposit Trust
Agreement, and the Ownership Certificate Registrar has authenticated this
Ownership Certificate in its limited capacity as Ownership Certificate Registrar
under the Deposit Trust Agreement.
Distributions on the Ownership Certificate will be made, to the
extent of available funds, on the 25th day of each calendar month or, if any
such day is not a Business Day, then the next succeeding Business Day (each, a
"Payment Date"), commencing in March 1999. As more fully described in the
Deposit Trust Agreement, distributions on the Ownership Certificate will be in
an amount equal to the remaining portion, if any, of the Available Payment
Amount for each Payment Date after payment by the Indenture Trustee of certain
expenses of the Trust and all required payments on the Bonds.
Pursuant to the Deposit Trust Agreement, payments to the Ownership
Certificateholder on each Payment Date will be made to the Ownership
Certificateholder of record on the related Record Date. Payments to any
Ownership Certificateholder on any Payment Date shall be made by wire transfer
of immediately available funds to the account of such Ownership
Certificateholder at a bank or other entity having appropriate facilities
therefor designated by the Ownership Certificateholder. Final payment on the
Ownership Certificate will be made in like manner, but only upon presentment and
surrender of the Ownership Certificate at the office of the Ownership
Certificate Registrar or such other location specified in the notice to the
Ownership Certificateholder of such final payment.
This Ownership Certificate is the sole duly authorized issue of
Ownership Certificate designated as ICCMAC Multifamily and Commercial Trust
1999-1, Ownership Certificate, representing a 100%, undivided beneficial
interest in the Trust Estate consisting of all of the Trust's right, title and
interest in and to any and all benefits accruing to the Trust from: (a) the
Mortgage Loans listed in the Mortgage Loan Schedule annexed to the Indenture as
Schedule I, and all payments thereon (other than Prepayment Premiums) after the
Cut-Off Date, together with the related Mortgage Loan Files and Servicing Files
and the Issuer's interest in any Mortgaged Property that secured any such
Mortgage Loan, but which is acquired by foreclosure or deed in lieu of
foreclosure or otherwise after the Closing Date; (b) the rights of the Trust to
enforce remedies against the Master Servicer, the Special Servicer, the
Indenture Trustee or the Fiscal Agent under the Servicing Agreement, against the
Administrator under the Administration Agreement, against the Depositor under
the Deposit Trust Agreement and, as assignee of the Depositor, against the
Mortgage Loan Seller under the Mortgage Loan Purchase Agreement or the Loan
Originator under the Warranty Agreement and the Real Estate Loan Purchase and
Sale Agreements; (c) the Payment Account; (d) the Collection Account; (e) all
present and future claims, demands, causes and choses in action in respect of
the foregoing, including the rights of the Trust under the Pledged Mortgage
Loans; and (f) all proceeds of the foregoing of every kind and nature
whatsoever, including, without limitation, all proceeds of the conversion
thereof, voluntary or involuntary, into cash or other liquid property, all cash
proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel
paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights
to payment of any and every kind, and other forms of obligations and
receivables, instruments and other property which at any time constitute all or
part of or are included in the proceeds of any of the foregoing.
This Ownership Certificate does not purport to summarize the Deposit
Trust Agreement and reference is made to the Deposit Trust Agreement for the
interests, rights and limitations of rights, benefits, obligations and duties
evidenced hereby and the rights, duties and immunities of the Owner Trustee.
Prior to transfer of this Ownership Certificate in accordance with
the foregoing and the Deposit Trust Agreement, the Owner Trustee, the Indenture
Trustee and the Ownership Certificate Registrar and any agent of any of them may
treat the person or entity in whose name this Ownership Certificate is
registered as the owner hereof for the purpose of receiving distributions
pursuant to the Deposit Trust Agreement, pursuant to the Indenture and for all
other purposes whatsoever, and neither the Owner Trustee, the Indenture Trustee,
the Ownership Certificate Registrar nor any agent of any of them shall be
affected by notice to the contrary.
As provided in the Deposit Trust Agreement and subject to certain
limitations herein and therein set forth, this Ownership Certificate is
exchangeable for other Ownership Certificates representing a like aggregate
Certificate Percentage Interest, as requested by the Ownership Certificateholder
surrendering the same.
No service charge will be made to a Ownership Certificateholder for
any such registration of transfer or exchange, but the Ownership Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Deposit Trust Agreement permits, with certain exceptions therein
provided, the amendment of the Deposit Trust Agreement and the modification of
the rights of the Ownership Certificateholder at any time by the Owner Trustee
with the consent of the Ownership Certificateholder (except as provided in the
Deposit Trust Agreement). Any consent by the Ownership Certificateholder of this
Ownership Certificate shall be conclusive and binding on such Ownership
Certificateholder and upon all future Ownership Certificateholders issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Ownership Certificate.
Except as expressly provided in the Depositor Trust Agreement, the
Ownership Certificateholder shall have no right to revoke or otherwise terminate
the Trust. Except as otherwise expressly provided in the Deposit Trust
Agreement, the Ownership Certificateholder will have no authority to act for, or
to assume any obligation or responsibility on behalf of, the Trust.
The consent of the Ownership Certificateholder shall not be required
for the Owner Trustee to comply with all federal withholding requirements in
connection with any payments in respect of the Ownership Certificate.
Neither the Owner Trustee nor the Depositor shall be required to
accept a direction from the Ownership Certificateholder to: (i) file or consent
to the filing of any bankruptcy, insolvency or reorganization case or
proceeding; institute any proceedings under any applicable insolvency Law or
otherwise seek relief under any Laws relating to the relief from debts or the
protection of debtors generally; (ii) seek or consent to the appointment of a
receiver, liquidator, assignee, sequestrator, custodian or any similar official
for the Trust or the Depositor or a substantial portion of their respective
assets; (iii) make any assignment for the benefit of the creditors of either the
Trust or the Depositor; (iv) take any action in furtherance of any of the
foregoing, unless and until the date which is one year and one day after the
date on which the Bonds have been paid in full and the lien on the Trust Estate
has been released. The Ownership Certificateholder shall have no authority to
effect on behalf of the Trust the filing of any bankruptcy, insolvency,
reorganization case, liquidation or other proceeding under any United States
federal or state bankruptcy or similar law.
The Ownership Certificateholder shall not have legal title to any
part of the Trust Estate; provided, however, that the Ownership
Certificateholder has a beneficial interest in the Trust Estate. No transfer by
operation of Law or otherwise of any right, title or interest of the Ownership
Certificateholder in and to the Trust Estate or hereunder shall operate to
terminate the Deposit Trust Agreement or the Trust or the trusts thereunder or
entitle any successor or transferee to an accounting or to the transfer to it of
legal title to any part of the Trust Estate.
The obligations created by the Deposit Trust Agreement shall not
terminate until the Bonds have been paid in full and the lien on the Trust
Estate created by the Indenture has been released.
Unless the Certificate of Authentication on this Ownership
Certificate has been executed by or on behalf of the Ownership Certificate
Registrar, by manual signature, this Ownership Certificate shall not be entitled
to any benefit under the Deposit Trust Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trust has caused this Ownership Certificate
to be duly executed.
ICCMAC Multifamily and Commercial Trust
1999-1
By: WILMINGTON TRUST COMPANY,
not individually, but solely in its capacity
as Owner Trustee
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Authorized Officer
This is the Ownership Certificate referred to in the
within-referenced Deposit Trust Agreement.
Date: ________________
WILMINGTON TRUST COMPANY,
not individually, but solely in its capacity as
Ownership Certificate Registrar
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Authorized Officer
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s)
and transfer(s) unto
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[(Please print or typewrite
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name(s) and address(es), including postal zip code of assignee(s)]
("Assignee(s)") the interest in the Trust represented by the within Ownership
Certificate set forth below and hereby authorize(s) the transfer and
registration of transfer of such interest to Assignee(s) on the Ownership
Certificate Register of the Trust.
I (we) further direct the Ownership Certificate Registrar to issue a new
Ownership Certificate for the same portion of the interest in the Trust
represented by the within Ownership Certificate set forth below to the
above-named Assignee(s) and deliver such Ownership Certificate to the following
address: and to
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cancel the within Ownership Certificate.
Date:
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Signature by or on behalf of Assignor(s)
Certificate Percentage
Interest Transferred: 100% ----------------------------------------
Taxpayer Identification Number
