-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mkk5wvuJbNY7d8w9yvV/+6AYFHcu3NGwCbNDskou6GUyCOMIbrRehY0Mg++P4txZ VUQo27l+B2dQwIUqSndaeQ== 0000914121-98-000663.txt : 19980814 0000914121-98-000663.hdr.sgml : 19980814 ACCESSION NUMBER: 0000914121-98-000663 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19980812 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMPERIAL CREDIT COMMERCIAL MORTGAGE ACCEPTANCE CORP CENTRAL INDEX KEY: 0001038320 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-61305 FILM NUMBER: 98684340 BUSINESS ADDRESS: STREET 1: 11601 WILSHIRE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 3102311280 MAIL ADDRESS: STREET 1: 11601 WILSHIRE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90025 S-3 1 FORM S3 As filed with the Securities and Exchange Commission on August 12, 1998 Registration No. 333-_________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------------- IMPERIAL CREDIT COMMERCIAL MORTGAGE ACCEPTANCE CORP. (Exact name of Registrant as specified in its charter) California 95-4649530 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 11601 Wilshire Boulevard No. 2080 Los Angeles, California 90025 (310) 231-1280 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Norbert M. Seifert, Esq. Imperial Credit Commercial Mortgage Acceptance Corp. 11601 Wilshire Boulevard No. 2080 Los Angeles, California 90025 (310) 231-1280 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Michael S. Gambro, Esq. Cadwalader, Wickersham & Taft 100 Maiden Lane New York, New York 10038 (212) 504-6825 -------------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined by market conditions. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| __________ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| __________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| CALCULATION OF REGISTRATION FEE ==================================================================================================================
Title of Securities Amount to Be Proposed Maximum Offering Proposed Maximum Aggregate Amount of to Be Registered Registered Price Per Unit(1) Offering Price(1) Registration Fee - ----------------------- ------------ ------------------------- -------------------------- ---------------- Collateralized Mortgage $1,000,000 100% $1,000,000 $295 Bonds ================================================================================================================== (1) Estimated pursuant to Rule 457 solely for the purpose of calculating the registration fee.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. INTRODUCTORY NOTE This Registration Statement contains a form of Prospectus relating to the offering of series of Collateralized Mortgage Bonds by various Owner Trusts created from time to time by Imperial Credit Commercial Mortgage Acceptance Corp. and a form of Prospectus Supplement relating to the offering by an Owner Trust of the particular series of Collateralized Mortgage Bonds described therein. The form of Prospectus Supplement relates only to the securities described therein and is a form that may be used by Imperial Credit Commercial Mortgage Acceptance Corp. to offer Collateralized Mortgage Bonds under this Registration Statement. Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. SUBJECT TO COMPLETION, DATED AUGUST __, 1998 PROSPECTUS Collateralized Mortgage Bonds (Issuable in Series) IMPERIAL CREDIT COMMERCIAL MORTGAGE ACCEPTANCE CORP. Depositor The Collateralized Mortgage Bonds (the "Bonds") offered hereby and by Supplements to this Prospectus (the "Offered Bonds") will be offered from time to time in one or more series (each, a "Series"). Each Series of Bonds will be issued pursuant to an Indenture and will represent indebtedness of an owner trust (an "Owner Trust") established by Imperial Credit Commercial Mortgage Acceptance Corp. (the "Depositor"). Each Series of Bonds will be secured by a pledge of some or all of the assets of the Owner Trust (with respect to any Series, the "Collateral") consisting of, among other things, one or more segregated pools of various types of multifamily or commercial mortgage loans and/or undivided ownership interests in such mortgage loans (collectively, the "Mortgage Loans"). If so specified in the related Prospectus Supplement, some or all of the Mortgage Loans will include assignments of the leases of the related Mortgaged Properties (as defined herein) and/or assignments of the rental payments due from the lessees under such leases (each type of assignment, a "Lease Assignment"). A significant or the sole source of payments on certain Commercial Loans (as defined herein) and, therefore, of payments on certain Series of Bonds, will be such rental payments. If so specified in the related Prospectus Supplement, the Collateral for a Series of Bonds may include letters of credit, insurance policies, guarantees, reserve funds or other types of credit support, or any combination thereof (with respect to any Series, collectively, "Credit Support"), and currency or interest rate exchange agreements and other financial assets, or any combination thereof (with respect to any Series, collectively, "Cash Flow Agreements"). See "Description of the Collateral," "Description of the Bonds" and "Description of Credit Support." Each Series of Bonds will consist of one or more classes of Bonds that may (i) provide for the accrual of interest thereon based on fixed, variable or floating rates; (ii) be senior or subordinate to one or more other classes of Bonds in respect of certain payments on the Bonds; (iii) be entitled to principal payments, with disproportionately low, nominal or no interest payments; (iv) be entitled to interest payments, with disproportionately low, nominal or no principal payments; (v) provide for payments of accrued interest thereon commencing only following the occurrence of certain events, such as the retirement of one or more other classes of Bonds of such Series; (vi) provide for payments of principal sequentially, based on specified payment schedules or other methodologies; and/or (vii) provide for payments based on a combination of two or more components thereof with one or more of the characteristics described in this paragraph, to the extent of available funds, in each case as described in the related Prospectus Supplement. Any such classes may include classes of Offered Bonds. See "Description of the Bonds." THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR THE RELATED PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Prospective investors should consider the material risks discussed under the caption "Risk Factors" beginning on page 23 herein and discussed under the caption "Risk Factors" in the related Prospectus Supplement before purchasing any Offered Bond. Prior to issuance there will have been no market for the Bonds of any Series and there can be no assurance that a secondary market for any Offered Bonds will develop or that, if it does develop, it will continue. It is not expected that any application will be made to list the Bonds of a Series on any securities exchange or quote the Bonds in the automated quotation system of any registered securities association. Accordingly, the liquidity of the Bonds may be limited. This Prospectus may not be used to consummate sales of the Offered Bonds of any Series unless accompanied by the Prospectus Supplement for such Series. Offers of the Offered Bonds may be made through one or more different methods, including offerings through underwriters as more fully described herein and in the related Prospectus Supplement. Principal and interest with respect to Bonds will be payable monthly, quarterly, semi-annually or at such other intervals and on the dates specified in the related Prospectus Supplement. Payments on the Bonds of any Series will be made only from the assets of the related Collateral. The Bonds of each Series will not represent an obligation of or interest in the Depositor, any Master Servicer, any Special Servicer or any of their respective affiliates, except to the limited extent that the Bonds of each Series will represent limited recourse obligations of one or more Owner Trusts. The Bonds or the Mortgage Loans will be guaranteed or insured by a governmental agency or instrumentality or by any other person if and only to the extent expressly provided in the related Prospectus Supplement. The Collateral will be held in trust for the benefit of the holders of the related Series of Bonds pursuant to an Indenture, as more fully described herein. The yield on each class of Bonds of a Series will be affected by, among other things, the rate of payment of principal (including prepayments, repurchase and defaults) on the related Mortgage Loans and the timing of receipt of such payments as described under the caption "Yield Considerations" herein and in the related Prospectus Supplement. The Bonds of any Series may be subject to optional redemption prior to Stated Maturity (as defined herein) under the circumstances described herein and in the related Prospectus Supplement. See "Description of the Bonds--Optional Redemption." TABLE OF CONTENTS Page ---- PROSPECTUS SUPPLEMENT........................................................... AVAILABLE INFORMATION........................................................... INCORPORATION OF CERTAIN INFORMATION BY REFERENCE............................... SUMMARY OF PROSPECTUS........................................................... RISK FACTORS.................................................................... Limited Liquidity for Bonds................................................. Limited Assets for Payment of Bonds......................................... Rate of Prepayments on Mortgage Loans, Optional Redemption of Bonds and Priority of Payment of Bonds May Adversely Affect Average Lives and Yields of Bonds................................................... Limited Nature of Ratings................................................... Limited Issuer Events of Default............................................ Bondholders Have Limited Ability to Force Sale of Collateral following Non-Payment of Principal or Interest................................. Bankruptcy or Insolvency of the Issuer...................................... Factors Which May Increase the Risk of Losses on Mortgage Loans Secured by Multifamily/Commercial Property Versus Single Family Property......... Increased Risk of Losses in Connection with Commercial Loans and Leases..... Risks of Loss on Balloon Payment Loan if Obligor is Unable to Refinance or Sell Related Property.............................................. Increased Risk of Losses on Foreclosure of Junior Mortgage Loans............ Risks Associated with Obligor Default....................................... Risks Associated with Mortgagor Type........................................ Credit Support Limitations.................................................. Risk of Unenforceability of Certain Mortgage Provisions..................... Environmental Risks......................................................... Increased Risk of Loss if Mortgage Loans Include Delinquent and Non-Performing Mortgage Loans......................................... ERISA Considerations........................................................ Risks Associated with Control of Voting Rights.............................. Owners of Book-Entry Bonds Not Entitled to Exercise Rights of Holders of Bonds...................................................... DESCRIPTION OF THE COLLATERAL................................................... General..................................................................... Mortgage Loans.............................................................. Leases.................................................................. Default and Loss Considerations with Respect to the Mortgage Loans...... Loan-to-Value Ratio..................................................... Mortgage Loan Information in Prospectus Supplements..................... Payment Provisions of the Mortgage Loans................................ Accounts................................................................ Credit Support.......................................................... Cash Flow Agreements.................................................... USE OF PROCEEDS................................................................. YIELD CONSIDERATIONS............................................................ General..................................................................... Interest Rate............................................................... Timing of Payment of Interest............................................... Payments of Principal; Prepayments.......................................... Prepayments, Maturity and Weighted Average Life............................. Other Factors Affecting Weighted Average Life............................... Type of Mortgage Loan................................................... Foreclosures and Payment Plans.......................................... Due-on-Sale and Due-on-Encumbrance Clauses.............................. Single Mortgage Loan or Single Mortgagor................................ THE DEPOSITOR................................................................... THE OWNER TRUST................................................................. DESCRIPTION OF THE BONDS........................................................ General..................................................................... Payments.................................................................... Available Payment Amount.................................................... Payments of Interest on the Bonds........................................... Payments of Principal of the Bonds.......................................... Components.................................................................. Payments on the Bonds of Prepayment Premiums or in Respect of Equity Participations................................................. Allocation of Losses and Shortfalls......................................... Advances in Respect of Delinquencies........................................ Reports to Bondholders...................................................... Special Redemption of Bonds................................................. Optional Redemption of Bonds................................................ Book-Entry Registration and Definitive Bonds................................ DESCRIPTION OF THE AGREEMENTS................................................... Pledge of Mortgage Loans; Deposit of Release Price or Substitution.......... Representations and Warranties; Repurchases and Other Remedies.............. Accounts.................................................................... General................................................................. Deposits................................................................ Withdrawals............................................................. Payment Account......................................................... Other Collection Accounts............................................... Collection and Other Servicing Procedures................................... Master Servicer......................................................... Special Servicer........................................................ Hazard Insurance Policies................................................... Rental Interruption Insurance Policy........................................ Fidelity Bonds and Errors and Omissions Insurance........................... Due-on-Sale and Due-on-Encumbrance Provisions............................... Retained Interest; Servicing Compensation and Payment of Expenses........... Evidence as to Compliance................................................... Certain Matters Regarding each Servicer and the Depositor................... Servicer Events of Default.................................................. Rights Upon Servicer Event of Default....................................... Amendment................................................................... The Indenture Trustee....................................................... Duties of the Indenture Trustee............................................. Certain Matters Regarding the Indenture Trustee............................. Resignation and Removal of the Indenture Trustee............................ Certain Terms of the Indenture.............................................. Issuer Events of Default................................................ Control by Bondholders.................................................. Satisfaction and Discharge of the Indenture............................. Release of Collateral................................................... List of Bondholders..................................................... Meetings of Bondholders................................................. Indenture Trustee's Annual Report....................................... Administrator........................................................... DESCRIPTION OF CREDIT SUPPORT................................................... General..................................................................... Subordinate Bonds........................................................... Cross-Support Provisions.................................................... Insurance or Guarantees with Respect to the Mortgage Loans.................. Letter of Credit............................................................ Insurance Policies and Surety Bonds......................................... Reserve Funds............................................................... CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS AND THE LEASES...................... General..................................................................... Types of Mortgage Instruments............................................... Interest in Real Property................................................... Leases and Rents............................................................ Personalty.................................................................. Foreclosure................................................................. General................................................................. Judicial Foreclosure.................................................... Equitable Limitations on Enforceability of Certain Provisions........... Non-Judicial Foreclosure/Power of Sale.................................. Public Sale............................................................. Rights of Redemption........................................................ Anti-Deficiency Legislation................................................. Leasehold Risks............................................................. Bankruptcy Laws............................................................. Environmental Legislation................................................... Due-on-Sale and Due-on-Encumbrance.......................................... Subordinate Financing....................................................... Default Interest, Prepayment Premiums and Lockouts.......................... Acceleration on Default..................................................... Applicability of Usury Laws................................................. Certain Laws and Regulations; Types of Mortgaged Properties................. Americans With Disabilities Act............................................. Soldiers' and Sailors' Civil Relief Act of 1940............................. Forfeitures in Drug and RICO Proceedings.................................... FEDERAL INCOME TAX CONSEQUENCES................................................. General..................................................................... Status as Real Property Loans............................................... Taxation of Bonds........................................................... General................................................................. Original Issue Discount................................................. Acquisition Premium..................................................... Variable Rate Bonds..................................................... Market Discount......................................................... Premium................................................................. Election to Treat All Interest Under the Constant Yield Method.......... Sale or Exchange of Bonds............................................... Treatment of Losses..................................................... Taxation of Certain Foreign Investors....................................... Backup Withholding.......................................................... STATE TAX CONSIDERATIONS........................................................ CERTAIN ERISA CONSIDERATIONS.................................................... LEGAL INVESTMENT................................................................ PLAN OF DISTRIBUTION............................................................ LEGAL MATTERS................................................................... FINANCIAL INFORMATION........................................................... RATING.......................................................................... INDEX OF PRINCIPAL DEFINITIONS.................................................. Until 90 days after the date of each Prospectus Supplement, all dealers effecting transactions in the Offered Bonds covered by such Prospectus Supplement, whether or not participating in the distribution thereof, may be required to deliver such Prospectus Supplement and this Prospectus. This is in addition to the obligation of dealers to deliver a Prospectus and Prospectus Supplement when acting as underwriters and with respect to their unsold allotments or subscriptions. No person has been authorized to give any information or to make any representations other than those contained in this Prospectus and any Prospectus Supplement with respect hereto and, if given or made, such information or representations must not be relied upon. This Prospectus and any Prospectus Supplement with respect hereto do not constitute an offer to sell or a solicitation of an offer to buy any securities other than the Offered Bonds or an offer of the Offered Bonds to any person in any state or other jurisdiction in which such offer would be unlawful. The delivery of this Prospectus at any time does not imply that information herein is correct as of any time subsequent to its date; however, if any material change occurs while this Prospectus is required by law to be delivered, this Prospectus will be amended or supplemented accordingly. PROSPECTUS SUPPLEMENT As more particularly described herein, the Prospectus Supplement relating to the Offered Bonds of each Series will, among other things, set forth with respect to such Bonds, as appropriate: (i) a description of the class or classes of Bonds, the payment provisions with respect to each such class and the interest rate or method of determining the interest rate with respect to each such class; (ii) the aggregate principal amount and payment dates relating to such Series and, if applicable, the initial and final scheduled payment dates for each class; (iii) information as to the assets of the Owner Trust (with respect to the Bonds of any Series, the "Trust Assets") constituting the related Collateral, including the general characteristics of the assets included therein, including the Mortgage Loans and any Credit Support and Cash Flow Agreements; (iv) the circumstances, if any, under which the Bonds may be subject to call; (v) additional information with respect to the method of distribution of such Bonds; (vi) information as to any Master Servicer, any Special Servicer (or provision for the appointment thereof) and the Indenture Trustee, as applicable; (vii) information as to the nature and extent of subordination with respect to any class of Bonds that is subordinate in right of payment to any other class; and (viii) whether such Bonds will be initially issued in definitive or book-entry form. AVAILABLE INFORMATION The Depositor has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement (of which this Prospectus forms a part) under the Securities Act of 1933, as amended, with respect to the Offered Bonds. This Prospectus and the Prospectus Supplement relating to each Series of Bonds contain summaries of the material terms of the documents referred to herein and therein, but do not contain all of the information set forth in the Registration Statement pursuant to the rules and regulations of the Commission. For further information, reference is made to such Registration Statement and the exhibits thereto. Such Registration Statement and exhibits can be inspected and copied at prescribed rates at the public reference facilities maintained by the Commission at its Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, and at its Regional Offices located as follows: Chicago Regional Office, Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661; and New York Regional Office, Seven World Trade Center, New York, New York 10048. The Commission maintains a Web site at http://www.sec.gov containing reports, proxy and information statements and other information regarding registrants, including Imperial Credit Commercial Mortgage Acceptance Corp., that file electronically with the Commission. To the extent described in the related Prospectus Supplement, some or all of the Mortgage Loans may be secured by an assignment of the lessors' (i.e., the related Mortgagors') rights in one or more leases (each, a "Lease") on the related Mortgaged Property. A Series of Bonds will represent interests in or obligations of a lessee (each, a "Lessee") under a Lease if and only to the extent expressly provided in the related Prospectus Supplement. If indicated, however, in the Prospectus Supplement for a given Series, a significant or the sole source of payments on the Mortgage Loans in such Series, and, therefore, of payments on such Bonds, will be rental payments due from specified Lessees under the Leases, under such circumstances prospective investors in the related Series of Bonds may wish to consider publicly available information, if any, concerning the Lessees. Reference should be made to the related Prospectus Supplement for information concerning the Lessees and whether any such Lessees are subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended. The Master Servicer or the Indenture Trustee will be required to mail to holders of Definitive Bonds (as defined herein) of each Series periodic unaudited reports concerning such Bonds and the related Trust Assets. Unless and until Definitive Bonds are issued, such reports will be sent on behalf of the related Issuer to Cede & Co. ("Cede"), as nominee of The Depository Trust Company ("DTC") and registered holder of the Offered Bonds or such other person as specified in the related Prospectus Supplement, pursuant to the applicable Agreement. Such reports may be available to Beneficial Owners (as defined herein) in the Bonds upon request to their respective DTC Participants or Indirect Participants (as defined herein). See "Description of the Bonds--Reports to Bondholders" and "Description of the Agreements--Evidence as to Compliance." The Depositor will file or cause to be filed with the Commission such periodic reports with respect to the Offered Bonds of each Series and the related Trust Assets as are required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Commission thereunder, for so long as such reports are required to be filed. Because of the limited number of Bondholders expected for each Series, the Depositor anticipates that a significant portion of such reporting requirements will be permanently suspended following the first fiscal year for the related Issuer. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE There are incorporated herein by reference all documents and reports filed or caused to be filed by the Depositor with respect to the Offered Bonds of each Series and the related Trust Assets pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of an offering of such Offered Bonds. The Depositor will provide or cause to be provided without charge to each person to whom this Prospectus is delivered in connection with the offering of one or more classes of Offered Bonds, a copy of any or all documents or reports incorporated herein by reference, in each case to the extent such documents or reports relate to one or more of such classes of such Offered Bonds, other than the exhibits to such documents (unless such exhibits are specifically incorporated by reference in such documents). Requests to the Depositor should be directed in writing to Imperial Credit Commercial Mortgage Acceptance Corp., 11601 Wilshire Boulevard, No. 2080, Los Angeles, California 90025, Attention: Secretary. The Depositor has determined that its financial statements are not material to the offering of any Offered Bonds. SUMMARY OF PROSPECTUS The following summary is qualified in its entirety by reference to the more detailed information appearing elsewhere in this Prospectus and by reference to the information with respect to each Series of Bonds contained in the Prospectus Supplement to be prepared and delivered in connection with the offering of such Series. An Index of Principal Definitions is included at the end of this Prospectus beginning on page 123. Title of Bonds................... Collateralized Mortgage Bonds (the "Bonds"), issuable in Series. Depositor........................ Imperial Credit Commercial Mortgage Acceptance Corp., a direct wholly-owned subsidiary of Imperial Credit Commercial Mortgage Investment Corp., a Maryland corporation ("ICCMIC"). See "The Depositor." Issuer........................... With respect to each Series of Bonds, the Owner Trust that will act as the issuer of such Series of Bonds (in such capacity, the "Issuer"), to be formed pursuant to a deposit trust agreement. Master Servicer.................. The master servicer (the "Master Servicer"), if any, for each Series of Bonds, which may be an affiliate of the Depositor, will be named in the related Prospectus Supplement. See "Description of the Agreements--Collection and Other Servicing Procedures." Special Servicer................. The special servicer (the "Special Servicer"), if any, for each Series of Bonds, which may be an affiliate of the Depositor, will be named, or the circumstances in accordance with which a Special Servicer will be appointed will be described, in the related Prospectus Supplement. See "Description of the Agreements--Special Servicers." Indenture Trustee................ The indenture trustee (the "Indenture Trustee") for each Series of Bonds will be named in the related Prospectus Supplement. The Indenture Trustee will be a bank or trust company qualified under the Trust Indenture Act of 1939, as amended (the "TIA"). See "Description of the Agreements--The Indenture Trustee." Collateral....................... Each Series of Bonds will represent indebtedness of the related Issuer and will be secured by the Collateral which will consist primarily of: (a) Special Payment Provisions... The Mortgage Loans with respect to each Series of Bonds may be subject to various types of payment provisions as specified in the related Prospectus Supplement, and may include Balloon Payment Loans. See "Description of the Collateral--Payment Provisions of the Mortgage Loans." (b) Mortgage Loans............... The Mortgage Loans with respect to each Series of Bonds will consist of a pool of multifamily and/or commercial mortgage loans and/or undivided ownership interests in such mortgage loans (collectively, the "Mortgage Loans"). The Mortgage Loans will not be guaranteed or insured by the Depositor or any of its affiliates. The Mortgage Loans will be guaranteed or insured by a governmental agency or instrumentality or other person only if and to the extent expressly provided in the related Prospectus Supplement. As more specifically described herein, the Mortgage Loans will be secured by first or junior liens on, or security interests in, properties consisting of (i) residential properties consisting of five or more rental or cooperatively owned dwelling units (the "Multifamily Properties") or (ii) office buildings, retail stores and establishments, hotels or motels, nursing homes, assisted living facilities, continuum care facilities, day care centers, schools, hospitals or other healthcare related facilities, industrial properties, warehouse facilities, mini-warehouse facilities, self-storage facilities, distribution centers, transportation centers, parking facilities, entertainment and/or recreation facilities, movie theaters, restaurants, golf courses, car washes, automobile dealerships, mobile home parks, mixed use (including mixed commercial uses and mixed commercial and residential uses) and/or unimproved land (the "Commercial Properties"). The term "Mortgaged Properties" shall refer to Multifamily Properties or Commercial Properties, or both. To the extent described in the related Prospectus Supplement, some or all of the Mortgage Loans may also be secured by an assignment of one or more leases (each, a "Lease") of one or more lessees (each, a "Lessee") of all or a portion of the related Mortgaged Properties. A significant or the sole source of payments on certain Commercial Loans (as defined herein) will be the rental payments due under specified Leases. The Commercial Loans will have significant sources of payments thereon other than the rental payments due under the Leases only if and to the extent expressly provided in the related Prospectus Supplement. In certain circumstances, with respect to Commercial Properties, the material terms and conditions of the related Leases may be set forth in the related Prospectus Supplement. See "Description of the Collateral--Mortgage Loans--Leases" and "Risk Factors--Limited Assets" herein. The Mortgaged Properties may be located in any one of the fifty states, the District of Columbia, Guam, the Commonwealth of Puerto Rico or any other territory of the United States. If so provided in the related Prospectus Supplement, the Collateral for a particular Series of Bonds may include Mortgage Loans secured by Mortgaged Properties not located in the United States, provided that, on the date of issuance of such Series of Bonds, the aggregate principal balance of the related Mortgage Loans will not exceed 10% of the aggregate principal balance of all the Mortgage Loans constituting such Collateral. All Mortgage Loans will have been originated by persons other than the Depositor, and all Mortgage Loans will have been purchased or otherwise acquired, either directly or indirectly, by the Depositor on or before the date of initial issuance of the related Series of Bonds. The related Prospectus Supplement will indicate if any such persons are affiliates of the Depositor. Each Mortgage Loan may provide for no accrual of interest or for accrual of interest thereon at an interest rate (a "Mortgage Interest Rate") that is fixed over its term or that adjusts from time to time, or is partially fixed and partially floating or that may be converted from a floating to a fixed Mortgage Interest Rate, or from a fixed to a floating Mortgage Interest Rate, from time to time at the Mortgagor's election, in each case as described in the related Prospectus Supplement. The floating Mortgage Interest Rates on the Mortgage Loans constituting the Collateral for a Series of Bonds may be based on one or more indices. Each Mortgage Loan may provide for scheduled payments to maturity, payments that adjust from time to time to accommodate changes in the Mortgage Interest Rate or to reflect the occurrence of certain events, and may provide for negative amortization or accelerated amortization, in each case as described in the related Prospectus Supplement. Each Mortgage Loan may be fully amortizing or require a balloon payment due on its stated maturity date, in each case as described in the related Prospectus Supplement. Each Mortgage Loan may contain prohibitions on prepayment or require payment of a premium or a yield maintenance penalty in connection with a prepayment, in each case as described in the related Prospectus Supplement. The Mortgage Loans may provide for payments of principal, interest or both, on due dates that occur monthly, quarterly, semi-annually or at such other interval as is specified in the related Prospectus Supplement. See "Description of the Collateral--Payment Provisions of the Mortgage Loans." (c) Collection Accounts.......... The Collateral for each Series of Bonds will include one or more accounts established and maintained on behalf of the Bondholders into which the person or persons designated in the related Prospectus Supplement will, to the extent described herein and in such Prospectus Supplement, deposit all payments and collections received or advanced with respect to the Mortgage Loans and other Collateral. Such an account may be maintained as an interest bearing or a non-interest bearing account, and funds held therein may be held as cash or invested in certain short-term, investment grade obligations, in each case as described in the related Prospectus Supplement. See "Description of the Agreements--Payment Account and Other Collection Accounts." (d) Credit Support............... If so provided in the related Prospectus Supplement, partial or full protection against certain defaults and losses on the Mortgage Loans constituting the related Collateral may be provided to one or more classes of Bonds of the related Series in the form of subordination of one or more other classes of Bonds of such Series, which other classes may include one or more classes of Offered Bonds, or by one or more other types of credit support, such as a letter of credit, insurance policy, guarantee, reserve fund or another type of credit support, or a combination thereof (any such coverage with respect to the Bonds of any Series, "Credit Support"). The amount and types of coverage, the identification of the entity providing the coverage (if applicable) and related information with respect to each type of Credit Support, if any, will be described in the Prospectus Supplement for a Series of Bonds. See "Risk Factors--Credit Support Limitations" and "Description of Credit Support." (e) Cash Flow Agreements......... If so provided in the related Prospectus Supplement, the Collateral may include guaranteed investment contracts pursuant to which moneys held in the funds and accounts established for the related Series will be invested at a specified rate. The Collateral may also include certain other agreements, such as interest rate exchange agreements, interest rate cap or floor agreements, currency exchange agreements or similar agreements provided to reduce the effects of interest rate or currency exchange rate fluctuations on the Mortgage Loans of one or more classes of Bonds. The principal terms of any such guaranteed investment contract or other agreement (any such agreement, a "Cash Flow Agreement"), including, without limitation, provisions relating to the timing, manner and amount of payments thereunder and provisions relating to the termination thereof, will be described in the Prospectus Supplement for the related Series. In addition, the related Prospectus Supplement will provide certain information with respect to the obligor under any such Cash Flow Agreement. See "Description of the Collateral--Cash Flow Agreements." Description of Bonds............. Each Series of Bonds will be issued pursuant to an indenture (each, an "Indenture"), will represent indebtedness of the related Issuer (which will be formed pursuant to a deposit trust agreement (each, a "Deposit Trust Agreement") between the Depositor and the Owner Trustee specified in the Prospectus Supplement, and will be secured by, among other things, a pledge of Collateral that includes Mortgage Loans (or a specified group thereof). The Mortgage Loans shall be serviced pursuant to a servicing agreement. Indentures, deposit trust agreements and servicing agreements are referred to herein as the "Agreements". Each Series of Bonds will include one or more classes. Each class of Bonds (other than Interest Only Bonds, as defined below) will have a stated principal amount (a "Bond Principal Amount") and (other than Principal Only Bonds, as defined below) will accrue interest thereon based on a fixed, variable or floating interest rate. The related Prospectus Supplement will specify the Bond Principal Amount, if any, and the interest rate, if any, for each class of Bonds or, in the case of a variable or floating interest rate, the method for determining the interest rate. Payments on Bonds................ Each Series of Bonds will consist of one or more classes of Bonds that may (i) provide for the accrual of interest thereon based on fixed, variable or floating rates; (ii) be senior (collectively, "Senior Bonds") or subordinate (collectively, "Subordinate Bonds") to one or more other classes of Bonds in respect of certain payments on the Bonds; (iii) be entitled to principal payments, with disproportionately low, nominal or no interest payments (collectively, "Principal Only Bonds"); (iv) be entitled to interest payments, with disproportionately low, nominal or no principal payments (collectively, "Interest Only Bonds"); (v) provide for payments of accrued interest thereon commencing only following the occurrence of certain events, such as the retirement of one or more other classes of Bonds of such Series (collectively, "Accrual Bonds"); (vi) provide for payments of principal sequentially, based on specified payment schedules or other methodologies; and/or (vii) provide for payments based on a combination of two or more components thereof with one or more of the characteristics described in this paragraph, including a Principal Only Bond component and a Interest Only Bond component, to the extent of available funds, in each case as described in the related Prospectus Supplement. With respect to Bonds with two or more components, references herein to Bond Principal Amount, notional amount and interest rate refer to the principal balance, if any, notional amount, if any, and the interest rate, if any, for any such component. The Bonds or the underlying Mortgage Loans will be guaranteed or insured by a governmental agency or instrumentality, the Depositor, any Servicer or any of their affiliates only if and to the extent expressly provided in the related Prospectus Supplement. See "Risk Factors--Limited Assets for Payment of Bonds" and "Description of the Bonds." (a) Interest..................... Interest on each class of Offered Bonds (other than Principal Only Bonds and certain classes of Interest Only Bonds) of each Series will accrue at the applicable interest rate on the outstanding Bond Principal Amount thereof and will be paid to Bondholders as provided in the related Prospectus Supplement (each of the specified dates on which payments are to be made, a "Payment Date"). Payments with respect to interest on Interest Only Bonds may be made on each Payment Date on the basis of a notional amount as described in the related Prospectus Supplement. Payments of interest with respect to one or more classes of Bonds may be reduced to the extent of certain delinquencies, losses, prepayment interest shortfalls, and other contingencies described herein and in the related Prospectus Supplement. Principal Only Bonds with no stated interest rate will not accrue interest. See "Risk Factors--Rate of Prepayments on Mortgage Loans and Priority of Payment of Bonds May Adversely Affect Average Lives and Yields of Bonds," "Yield Considerations" and "Description of the Bonds--Payments of Interest on the Bonds." (b) Principal.................... The Bonds of each Series initially will have an aggregate Bond Principal Amount specified in the related Prospectus Supplement. The Bond Principal Amount of a Bond outstanding from time to time represents the maximum amount that the holder thereof is then entitled to receive in respect of principal from future cash flow on the related Collateral. Payments of principal will be made on each Payment Date or such other date specified in the related Prospectus Supplement to the class or classes of Bonds entitled thereto in accordance with the provisions described in such Prospectus Supplement. Payments of principal of any class of Bonds will be made on a pro rata basis among all of the Bonds of such class or by random selection or such other basis as specified in the related Prospectus Supplement, as described in the related Prospectus Supplement or otherwise established by the related Indenture Trustee. Interest Only Bonds with no Bond Principal Amount will not receive payments in respect of principal. See "Description of the Bonds--Payments of Principal of the Bonds." Advances......................... If so specified in the related Prospectus Supplement, the Master Servicer or the Special Servicer (each, a "Servicer") will be obligated as part of its servicing responsibilities to make certain advances with respect to delinquent scheduled payments on the Mortgage Loans constituting such Collateral. If so specified in the related Prospectus Supplement, another entity will be required to make such advances in the event the Servicer fails to do so. Any such advances will be made under and subject to any determinations or conditions set forth in the related Prospectus Supplement. Neither the Depositor nor any of its affiliates will have any responsibility to make such advances. Advances are reimbursable generally from subsequent recoveries in respect of such Mortgage Loans and otherwise to the extent described herein and in the related Prospectus Supplement. If and to the extent provided in the Prospectus Supplement for any Series, each Servicer or another entity will be entitled to receive interest on its outstanding advances, payable from the sources specified in such Prospectus Supplement. See "Description of the Bonds--Advances in Respect of Delinquencies." Stated Maturity of the Bonds..... The "Stated Maturity" for each class of Bonds is the date as of which all the Bonds of such class will be required to be fully paid. However, the actual maturity of any Bond may occur earlier, and even significantly earlier, than its Stated Maturity, depending, in part, on the rate of principal payments on the related Mortgage Loans. The rate of principal payments (and of principal prepayments in particular) on the Mortgage Loans pledged as security for any Series of Bonds will depend on a variety of factors, including the characteristics of such Mortgage Loans and the prevailing level of interest rates from time to time, as well as on a variety of economic, demographic, geographic, tax, legal and other factors. No assurance can be given as to the actual prepayment experience of such Mortgage Loans. The Stated Maturity for each class of Offered Bonds will be set forth in the related Prospectus Supplement. See "Yield and Maturity Considerations". Special Redemption of Bonds...... If so specified in the related Prospectus Supplement, a Series of Bonds will be subject to a special redemption (any date on which a special redemption may and does occur, a "Special Redemption Date"), in whole or in part, if, as a result of prepayment experience on the related Mortgage Loans or low reinvestment yields or both, the Indenture Trustee determines (based on assumptions, if any, specified in the related Indenture and after giving effect to the amounts, if any, available to be withdrawn from or under any reserve fund or instrument constituting Credit Support or a Cash Flow Agreement for such Series) that the amount anticipated to be available in the Payment Account for such Series on the date specified in the related Prospectus Supplement, will be insufficient to meet debt service requirements on any portion of the Bonds. Any such redemption would be limited to certain collections, including the aggregate amount of all scheduled principal payments and prepayments, received on the related Mortgage Loans since the last Payment Date or Special Redemption Date, whichever is later, and may shorten the maturity of any Bond so redeemed by no more than the period between the date of such special redemption and the next Payment Date. All payments of principal pursuant to any special redemption will be made in the order of priority and manner specified in the related Prospectus Supplement. Bonds subject to special redemption shall be redeemed on the applicable Special Redemption Date at a price (the "Redemption Price") equal to 100% (or such other percentage specified in the related Prospectus Supplement) of the principal amount of such Bonds, or portions thereof, so redeemed, plus accrued interest thereon to the date specified in the related Prospectus Supplement. To the extent described in the related Prospectus Supplement, a Series of Bonds may be subject to special redemption in whole or in part following certain defaults under an agreement constituting Credit Support and upon the occurrence of certain other events, at the Redemption Price. See "Description of the Bonds--Special Redemption of Bonds". Optional Redemption of Bonds..... If and to the extent specified in the related Prospectus Supplement, one or more classes of Bonds of any Series may be redeemed in whole or in part, at the Issuer's option, on any Payment Date on or after the date specified in the related Prospectus Supplement and at the Redemption Price equal to 100% of the principal amount of such Bonds, or portions thereof, so redeemed, plus accrued interest thereon to the date specified in the related Prospectus Supplement. Any such optional redemption may occur at a time when a significant portion of the aggregate Bond Principal Amount of all the classes of Bonds that will be so redeemed, remains outstanding (that is, a time when the aggregate Bond Principal Amount of such classes of Bonds is greater than 25% of the initial aggregate Bond Principal Amount thereof). See "Description of the Bonds--Optional Redemption of Bonds". Registration of Bonds............ If so provided in the related Prospectus Supplement, one or more classes of the Offered Bonds will initially be represented by one or more Bonds, registered in the name of Cede & Co., as the nominee of DTC. No person acquiring an interest in Offered Bonds so registered will be entitled to receive a definitive bond, representing such person's interest except in the event that definitive bonds are issued under the limited circumstances described herein. See "Risk Factors--Owners of Book-Entry Bonds Not Entitled to Exercise Rights of Holders of Bonds" and "Description of the Bonds--Book-Entry Registration and Definitive Bonds." Tax Status of the Bonds.......... In the opinion of Cadwalader, Wickersham & Taft, special counsel to the Depositor, the Bonds of each Series will constitute evidences of indebtedness of the related Issuer treated as debt instruments for federal income tax purposes. For further information regarding federal income tax consequences of an investment in the Bonds, see "Federal Income Tax Consequences" herein. Certain ERISA Considerations..... A fiduciary of any retirement plan or other employee benefit plan or arrangement subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (each, a "Plan") should carefully review with its legal advisors whether the purchase or holding of the Bonds could give rise to a transaction prohibited or not otherwise permissible under ERISA or Section 4975 of the Code. See "Certain ERISA Considerations" herein and in the related Prospectus Supplement. Legal Investment................. The related Prospectus Supplement will specify whether the Offered Bonds will constitute "mortgage related securities" for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. The appropriate characterization of the Offered Bonds under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase the Offered Bonds, may be subject to significant interpretive uncertainties. Investors whose investment authority is subject to legal restrictions should consult their own legal advisors to determine whether and to what extent the Offered Bonds constitute legal investments for them. See "Legal Investment" herein and in the related Prospectus Supplement. Rating........................... At the date of issuance, as to each Series, each class of Offered Bonds will be rated in one of the four highest rating categories by one or more nationally recognized statistical rating agencies (each, a "Rating Agency"). See "Rating" herein and in the related Prospectus Supplement. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organization. Material Risks................... Prospective investors are urged to read "Risk Factors" herein and in the applicable Prospectus Supplement for a discussion of the material risks associated with an investment in the Bonds. No Listing of Bonds.............. It is not expected that any application will be made to list the Bonds of a Series or any securities exchange or quote the Bonds in the automated quotation system of any registered securities association. RISK FACTORS Investors should consider, in connection with the purchase of Offered Bonds, the following factors and certain other factors as may be set forth in "Risk Factors" in the related Prospectus Supplement. Limited Liquidity for Bonds There can be no assurance that a secondary market for the Bonds of any Series will develop or, if it does develop, that it will provide holders with liquidity of investment or will continue while Bonds of such Series remain outstanding. Any such secondary market may provide less liquidity to investors than any comparable market for securities evidencing interests in single family mortgage loans. The market value of Bonds will fluctuate with changes in prevailing rates of interest. Consequently, sale of Bonds by a holder in any secondary market that may develop may be at a discount from 100% of their original principal balance or from their purchase price. Furthermore, secondary market purchasers may look only hereto, to the related Prospectus Supplement and to the reports to Bondholders delivered pursuant to the related Agreement as described herein under the heading "Description of the Bonds--Reports to Bondholders," "--Book-Entry Registration and Definitive Bonds" and "Description of the Agreements--Evidence as to Compliance" for information concerning the Bonds. Except to the extent described herein and in the related Prospectus Supplement, Bondholders will have no redemption rights and the Bonds are subject to early retirement only under certain specified circumstances described herein and in the related Prospectus Supplement. See "Description of the Bonds--Optional Redemption of Bonds" and "Description of the Bonds--Special Redemption of Bonds." It is not expected that any application will be made to list the Bonds of a Series on any securities exchange or quote the Bonds in the automated quotation system of any registered securities association. Accordingly, the liquidity of the Bonds may be limited. Limited Assets for Payment of Bonds The Bonds of each Series will not represent an obligation of or interest in the Depositor, any Master Servicer, any Special Servicer or any of their respective affiliates, except to the limited extent that the Bonds of each Series will represent limited recourse obligations of one or more Owner Trusts. The only other obligations with respect to the Bonds or the Mortgage Loans will be the obligations (if any) of the Depositor (or, if otherwise provided in the related Prospectus Supplement, the person identified therein as the person making certain representations and warranties with respect to the Mortgage Loans, as applicable, the "Warrantying Party") pursuant to certain limited representations and warranties made with respect to the Mortgage Loans. Since certain representations and warranties with respect to the Mortgage Loans may have been made and/or assigned in connection with transfers of such Mortgage Loans prior to the Closing Date, the rights of the Indenture Trustee and the Bondholders with respect to such representations or warranties will be limited to their rights as an assignee thereof. The Depositor, any Servicer or any affiliate thereof will have an obligation with respect to the representations and warranties made by another entity only if and to the extent expressly provided in the related Prospectus Supplement. The Bonds or the underlying Mortgage Loans will be guaranteed or insured by a governmental agency or instrumentality, the Depositor, any Servicer or any of their affiliates only if and to the extent expressly provided in the related Prospectus Supplement. Proceeds of the related Collateral for each Series of Bonds (including the Mortgage Loans and any form of credit enhancement) will be the sole source of payments on the Bonds, and there will be no recourse to the Depositor or any other entity in the event that such proceeds are insufficient or otherwise unavailable to make all payments provided for under the Bonds. Bondholders of a Series will have a claim against or security interest in the Collateral for any other Series if and only to the extent expressly provided in the related Prospectus Supplement. If the related Trust Assets constituting the Collateral is insufficient to make payments on such Bonds, no other assets (including any Trust Assets not constituting the Collateral, if any) will be available for payment of the deficiency. Additionally, certain amounts remaining in certain funds or accounts, including the Payment Account, the Collection Account and REO Account and any accounts maintained as Credit Support, may be withdrawn under certain conditions, as described in the related Prospectus Supplement. In the event of such withdrawal, such amounts will not be available for future payment of principal of or interest on the Bonds. If so provided in the Prospectus Supplement for a Series of Bonds consisting of one or more classes of Subordinate Bonds, on any Payment Date in respect of which losses or shortfalls in collections on the Collateral have been incurred, the amount of such losses or shortfalls will be borne first by one or more classes of the Subordinate Bonds, and, thereafter, by the remaining classes of Bonds in the priority and manner and subject to the limitations specified in such Prospectus Supplement. Rate of Prepayments on Mortgage Loans, Optional Redemption of Bonds and Priority of Payment of Bonds May Adversely Affect Average Lives and Yields of Bonds Prepayments (including those caused by defaults) on the Mortgage Loans constituting the related Collateral for any Series of Bonds generally will result in a faster rate of principal payments on one or more classes of the related Bonds than if payments on such Mortgage Loans were made as scheduled. Thus, the prepayment experience on the Mortgage Loans may affect the average life of each class of related Bonds. The rate of principal payments on pools of mortgage loans varies between pools and from time to time is influenced by a variety of economic, demographic, geographic, social, tax, legal and other factors. There can be no assurance as to the rate of prepayment on the related Mortgage Loans with respect to any Series of Bonds or that the rate of payments will conform to any model described herein or in any Prospectus Supplement. If prevailing interest rates fall significantly below the interest rates on the applicable Mortgage Loans, principal prepayments are likely to be higher than if prevailing rates remain at or above the rates borne by such Mortgage Loans. As a result, the actual maturity of any class of Bonds could occur significantly earlier than expected. A Series of Bonds may include one or more classes of Bonds with priorities of payment and, as a result, yields on other classes of Bonds, including classes of Offered Bonds, of such Series may be more sensitive to prepayments on Mortgage Loans. A Series of Bonds may include one or more classes offered at a significant premium or discount. Yields on such classes of Bonds will be sensitive, and in some cases extremely sensitive, to prepayments on Mortgage Loans and, where the amount of interest payable with respect to a class is disproportionately high, as compared to the amount of principal, as with certain classes of Interest Only Bonds, a holder might, in some prepayment scenarios, fail to recoup its original investment. A Series of Bonds may include one or more classes of Bonds, including classes of Offered Bonds, that provide for payment of principal thereof from amounts attributable to interest accrued but not currently payable on one or more classes of Accrual Bonds and, as a result, yields on such Bonds will be sensitive to (a) the provisions of such Accrual Bonds relating to the timing of payments of interest thereon and (b) if such Accrual Bonds accrue interest at a variable or floating interest rate, changes in such rate. See "Yield Considerations" herein and, if applicable, in the related Prospectus Supplement. The Issuer may, at its option and if so specified in the related Prospectus Supplement, redeem in whole or in part, one or more classes of Bonds of any Series on any Payment Date for such Series on or after the date or dates, if any, specified in such Prospectus Supplement. Notice of such redemption will be given by the Issuer or Indenture Trustee for such Series prior to the expected date thereof. The Redemption Price for any Bond so redeemed will be equal to 100% of the outstanding principal amount of such Bond, or portion thereof, so redeemed, together with interest accrued thereon to the date specified in the related Prospectus Supplement. Any such optional redemption may occur at a time when a significant portion of the aggregate Bond Principal Amount of all the classes of Bonds that will be so redeemed, remains outstanding (that is, a time when the aggregate Bond Principal Amount of such classes of Bonds is greater than 25% of the initial aggregate Bond Principal Amount thereof). Limited Nature of Ratings Any rating assigned by a Rating Agency to a class of Bonds will reflect such Rating Agency's assessment solely of the likelihood that holders of Bonds of such class will receive payments to which such Bondholders are entitled under the related Agreement. Such rating will not constitute an assessment of the likelihood that principal prepayments (including those caused by defaults) on the related Mortgage Loans will be made, the degree to which the rate of such prepayments might differ from that originally anticipated or the likelihood of early optional termination of the Series of Bonds. Such rating will not address the possibility that prepayment at higher or lower rates than anticipated by an investor may cause such investor to experience a lower than anticipated yield or that an investor purchasing a Bond at a significant premium might fail to recoup its initial investment under certain prepayment scenarios. Each Prospectus Supplement will identify any payment to which holders of Offered Bonds of the related Series are entitled that is not covered by the applicable rating. The amount, type and nature of credit support, if any, established with respect to a Series of Bonds will be determined on the basis of criteria established by each Rating Agency rating classes of such Series. Such criteria are sometimes based upon an actuarial analysis of the behavior of mortgage loans in a larger group. Such analysis is often the basis upon which each Rating Agency determines the amount of credit support required with respect to each such class. There can be no assurance that the historical data supporting any such actuarial analysis will accurately reflect future experience nor any assurance that the data derived from a large pool of mortgage loans accurately predicts the delinquency, foreclosure or loss experience of any particular pool of Mortgage Loans. No assurance can be given that values of any Mortgaged Properties have remained or will remain at their levels on the respective dates of origination of the related Mortgage Loans. Moreover, there is no assurance that appreciation of real estate values generally will limit loss experiences on the Mortgaged Properties. If the commercial or multifamily residential real estate markets should experience an overall decline in property values such that the outstanding principal balances of the Mortgage Loans with respect to a particular Series of Bonds and any secondary financing on the related Mortgaged Properties become equal to or greater than the value of the Mortgaged Properties, the rates of delinquencies, foreclosures and losses could be higher than those now generally experienced by institutional lenders. In addition, adverse economic conditions (which may or may not affect real property values) may affect the timely payment by Mortgagors of scheduled payments of principal and interest on the Mortgage Loans and, accordingly, the rates of delinquencies, foreclosures and losses with respect to such Mortgage Loans. To the extent that such losses are not covered by the Credit Support, if any, described in the related Prospectus Supplement, such losses will be borne, at least in part, by the holders of one or more classes of the Bonds of the related Series. See "Description of Credit Support" and "Rating." Limited Issuer Events of Default With certain exceptions described herein, and except to the extent otherwise provided in the related Prospectus Supplement, the holders of Bonds of any Series will have no independent ability to declare a default unless the Issuer shall fail to pay such Bonds in full by their Stated Maturity. Except to the extent otherwise specified in the Prospectus Supplement for any Series of Bonds, interest will be payable on the respective classes of Bonds of such Series on each Payment Date only to the extent that there are funds available for such purpose in the related Payment Account, and the Issuer's failure to pay interest on such Bonds on a current basis will not constitute an Issuer Event of Default (as defined herein). In addition, except to the extent otherwise specified in the Prospectus Supplement for any Series of Bonds, it will not be an Issuer Event of Default if the aggregate principal amount of the related Collateral declines below the aggregate Bond Principal Amount of such Bonds or of any particular class or classes thereof. See "Description of the Agreements--Issuer Events of Default". Bondholders Have Limited Ability to Force Sale of Collateral following Non-Payment of Principal or Interest Except to the extent otherwise specified in the related Prospectus Supplement, following an Issuer Event of Default in respect of any Series of Bonds, the Indenture Trustee for such Series may (and, at the direction of a percentage of holders of Bonds specified in the related Prospectus Supplement, shall be required to) declare all the Bonds of such Series to be due and payable. In addition, except to the extent otherwise specified in the related Prospectus Supplement, following any such declaration of acceleration, the Indenture Trustee for such Series may, generally with the consent or at the direction of a percentage of holders of Bonds specified in the related Prospectus Supplement, liquidate the related Mortgage Loans. Except to the extent otherwise specified in the related Prospectus Supplement, any such declaration of acceleration and its consequences may be rescinded and annulled under certain circumstances by a percentage of holders of Bonds specified in the related Prospectus Supplement. For purposes of the foregoing, Bonds held by the Issuer or any affiliate thereof will be deemed not to be outstanding. See "Description of the Agreements--Issuer Events of Default". Declaration of acceleration and liquidation of Collateral pursuant to the foregoing procedures (or any alternative procedures described in the related Prospectus Supplement) will, in general, be the sole remedy against the Issuer for the holders of the Offered Bonds upon an Issuer Event of Default. Each holder of an Offered Bond will be deemed to have agreed by the acceptance of its Bond not to file a bankruptcy petition or commence similar proceedings in respect of the Issuer. The market value of the Mortgage Loans pledged to secure any Series of Bonds will fluctuate as general interest rates fluctuate, among other things. Following an Issuer Event of Default, there is no assurance that the market value of the Mortgage Loans pledged to secure the affected Series of Bonds will be equal to or greater than the unpaid principal and accrued interest due on the Bonds of such Series, together with any other expenses or liabilities payable from the sales proceeds. The holders of certain classes of Bonds may have a disincentive to authorize the sale of the related Mortgage Loans following an Issuer Event of Default because the net proceeds of such sale may be insufficient to pay in full the principal of and interest on their Bonds. The inability of the holders of a particular class of Bonds independently to force the sale of the related Mortgage Loans even though an Issuer Event of Default has occurred that affects such class of Bondholders, and the inability of Bondholders generally to force a sale of the related Mortgage Loans regardless of a substantial decline in the aggregate principal amount of the related Collateral and notwithstanding that interest may not have been timely paid on a class of Bonds, may adversely affect the holders of one or more classes of Offered Bonds. Bankruptcy or Insolvency of the Issuer The bankruptcy or insolvency of the Issuer of any Series of Bonds could adversely affect payments on the Offered Bonds of such Series. The automatic stay imposed by Title 11 of the United States Code (the "Bankruptcy Code") could prevent enforcement of obligations of such Issuer, including under such Bonds and the related Indenture, or actions against any such Issuer's property, including the related Collateral, prior to modification of the stay. In addition, the trustee in bankruptcy for such Issuer may be able to accelerate payment of such Bonds and liquidate the related Mortgage Loans. In the event the principal of the Bonds of such Series is declared due and payable, the holders of any Offered Bonds of such Series issued at a discount from par ("original issue discount") may be entitled, under applicable provisions of the Bankruptcy Code, to receive no more than an amount equal to the unpaid principal amount thereof less unamortized original issue discount ("accreted value"). There is no assurance as to how such accreted value would be determined if such event occurred. However, the Issuer of each Series of Bonds will be structured to limit the likelihood of bankruptcy or insolvency, but there can be no assurance that such bankruptcy or insolvency will not occur. Factors Which May Increase the Risk of Losses on Mortgage Loans Secured by Multifamily/Commercial Property Versus Single Family Property Mortgage loans made with respect to multifamily or commercial property may entail risks of delinquency and foreclosure, and risks of loss in the event thereof, that are greater than similar risks associated with single family property. See "Description of the Collateral--Default and Loss Considerations with Respect to the Mortgage Loans." The ability of a Mortgagor to repay a loan secured by an income-producing property typically is dependent primarily upon the successful operation of such property rather than any independent income or assets of the Mortgagor; thus, the value of an income-producing property is directly related to the net operating income derived from such property. In contrast, the ability of a Mortgagor to repay a single family loan typically is dependent primarily upon the Mortgagor's household income, rather than the capacity of the property to produce income; thus, other than in geographical areas where employment is dependent upon a particular employer or an industry, the Mortgagor's income tends not to reflect directly the value of such property. A decline in the net operating income of an income-producing property will likely affect both the performance of the related loan as well as the liquidation value of such property, whereas a decline in the income of a Mortgagor on a single family property will likely affect the performance of the related loan but may not affect the liquidation value of such property. Moreover, a decline in the value of a Mortgaged Property will increase the risk of loss particularly with respect to any related junior Mortgage Loan. See "--Increased Risk of Losses on Foreclosure of Junior Mortgage Loans." The performance of a mortgage loan secured by an income-producing property leased by the Mortgagor to tenants as well as the liquidation value of such property may be dependent upon the business operated by such tenants in connection with such property, the creditworthiness of such tenants or both. The risks associated with such loans may be offset by the number of tenants or, if applicable, a diversity of types of business operated by such tenants. It is anticipated that a substantial portion of the Mortgage Loans with respect to any Series of Bonds will be nonrecourse loans or loans for which recourse may be limited, as to which, in the event of Mortgagor default, recourse may be had only against the specific property and such other assets, if any, as have been pledged to secure the related Mortgage Loan. With respect to those Mortgage Loans that provide for recourse against the Mortgagor and its assets generally, there can be no assurance that such recourse will ensure a recovery in respect of a defaulted Mortgage Loan greater than the liquidation value of the related Mortgaged Property. Further, the concentration of default, foreclosure and loss risks in individual Mortgagors or Mortgage Loans with respect to a particular Series of Bonds or the related Mortgaged Properties will generally be greater than for pools of single family loans both because the related Mortgage Loans will generally consist of a smaller number of loans than would a single family pool of comparable aggregate unpaid principal balance and because of the higher principal balance of individual Mortgage Loans. Mortgage Loans with respect to any Series of Bonds may consist of only a single or limited number of Mortgage Loans and/or relate to Leases to only a single Lessee or a limited number of Lessees. Increased Risk of Losses in Connection with Commercial Loans and Leases If so described in the related Prospectus Supplement, each Mortgagor under a Commercial Loan may be an entity created by the owner or purchaser of the related Commercial Property solely to own or purchase such property, in part to isolate the property from the debts and liabilities of such owner or purchaser. Except to the extent otherwise specified in the related Prospectus Supplement, each such Commercial Loan will represent a nonrecourse obligation of the related Mortgagor secured by the lien of the related Mortgage and the related Lease Assignments. Whether or not such loans are recourse or nonrecourse obligations, it is not expected that the Mortgagors will have any significant assets other than the Commercial Properties and the related Leases, which will be pledged to the Indenture Trustee under the related Agreement. Therefore, the payment of amounts due on any such Commercial Loans, and, consequently, the payment of principal of and interest on the related Bonds, will depend primarily or solely on rental payments by the Lessees. Such rental payments will, in turn, depend on continued occupancy by and/or the creditworthiness of such Lessees, which in either case may be adversely affected by a general economic downturn or an adverse change in their financial condition. Moreover, to the extent a Commercial Property was designed for the needs of a specific type of tenant (e.g., a nursing home, hotel or motel), the value of such property in the event of a default by the Lessee or the early termination of such Lease may be adversely affected because of difficulty in re-leasing the property to a suitable substitute lessee or, if re-leasing to such a substitute is not possible, because of the cost of altering the property for another more marketable use. As a result, without the benefit of the Lessee's continued support of the Commercial Property, and absent significant amortization of the Commercial Loan, if such loan is foreclosed on and the Commercial Property liquidated following a lease default, the net proceeds might be insufficient to cover the outstanding principal and interest owing on such loan, thereby increasing the risk that holders of the Bonds will suffer some loss. Risks of Loss on Balloon Payment Loan if Obligor is Unable to Refinance or Sell Related Property Certain of the Mortgage Loans (the "Balloon Payment Loans") as of the close of business on the date specified in the Prospectus Supplement as the cut-off date (the "Cut-off Date"), may not be fully amortizing over their terms to maturity and, thus, will require substantial principal payments (i.e., balloon payments) at their stated maturity. Balloon Payment Loans involve a greater degree of risk because the ability of an obligor to make a balloon payment typically will depend upon its ability either to timely refinance the loan or to timely sell the related property. The ability of an obligor to accomplish either of these goals will be affected by a number of factors, including the level of available mortgage interest rates at the time of sale or refinancing, the obligor's equity in the related property, the financial condition and operating history of the obligor and the related property, tax laws, rent control laws (with respect to certain Multifamily Properties and mobile home parks), reimbursement rates (with respect to certain nursing homes), renewability of operating licenses, prevailing general economic conditions and the availability of credit for commercial or multifamily real properties, as the case may be, generally. Increased Risk of Losses on Foreclosure of Junior Mortgage Loans To the extent specified in the related Prospectus Supplement, certain of the Mortgage Loans may be secured primarily by junior mortgages. In the case of liquidation, Mortgage Loans secured by junior mortgages are entitled to satisfaction from proceeds that remain from the sale of the related Mortgaged Property after the mortgage loans senior to such Mortgage Loans have been satisfied. If there are not sufficient funds to satisfy such junior Mortgage Loans and senior mortgage loans, such Mortgage Loan would suffer a loss and, accordingly, one or more classes of Bonds would bear such loss. Therefore, any risks of deficiencies associated with first Mortgage Loans will be greater with respect to junior Mortgage Loans. See "--Factors Which May Increase the Risk of Losses on Mortgage Loans Secured by Multifamily/Commercial Property Versus Single Family Property." Risks Associated with Obligor Default If so specified in the related Prospectus Supplement, in order to maximize recoveries on defaulted Mortgage Loans, a Master Servicer or a Special Servicer will be permitted (within prescribed parameters) to extend and modify Mortgage Loans that are in default or as to which a payment default is imminent, including in particular with respect to balloon payments. In addition, a Master Servicer or a Special Servicer may receive a workout fee based on receipts from or proceeds of such Mortgage Loans. While any such entity generally will be required to determine that any such extension or modification is reasonably likely to produce a greater recovery on a present value basis than liquidation, there can be no assurance that such flexibility with respect to extensions or modifications or payment of a workout fee will increase the present value of receipts from or proceeds of Mortgage Loans that are in default or as to which a payment default is imminent. Additionally, if so specified in the related Prospectus Supplement, certain of the Mortgage Loans included in the Mortgage Pool for a Series may have been subject to workouts or similar arrangements following periods of delinquency and default. See "Description of the Agreements--Collection and other Servicing Procedures--Special Servicer." Risks Associated with Mortgagor Type Mortgage Loans made to partnerships, corporations or other entities may entail risks of loss from delinquency and foreclosure that are greater than those of Mortgage Loans made to individuals. The Mortgagor's sophistication and form of organization may increase the likelihood of protracted litigation or bankruptcy in default situations. Credit Support Limitations The Prospectus Supplement for a Series of Bonds will describe any Credit Support included in the related Collateral, which may include letters of credit, insurance policies, guarantees, reserve funds or other types of credit support, or combinations thereof. Use of Credit Support will be subject to the conditions and limitations described herein and in the related Prospectus Supplement. Moreover, such Credit Support may not cover all potential losses or risks; for example, Credit Support may or may not cover fraud or negligence by a mortgage loan originator or other parties. A Series of Bonds may include one or more classes of Subordinate Bonds (which may include Offered Bonds), if so provided in the related Prospectus Supplement. Although subordination is intended to reduce the risk to holders of Senior Bonds of delinquent payments or ultimate losses, the amount of subordination will be limited and may decline under certain circumstances. In addition, if principal payments on one or more classes of Bonds of a Series are made in a specified order of priority, any limits with respect to the aggregate amount of claims under any related Credit Support may be exhausted before the principal of the lower priority classes of Bonds of such Series has been repaid. As a result, the impact of significant losses and shortfalls on the Collateral may fall primarily upon those classes of Bonds having a lower priority of payment. Moreover, if a form of Credit Support covers more than one Series of Bonds (each, a "Covered Trust"), holders of Bonds evidencing an interest in a Covered Trust will be subject to the risk that such Credit Support will be exhausted by the claims of other Covered Trusts. The amount of any applicable Credit Support supporting one or more classes of Offered Bonds, including the subordination of one or more classes of Bonds, will be determined on the basis of criteria established by each Rating Agency rating such classes of Bonds based on an assumed level of defaults, delinquencies, other losses or other factors. There can, however, be no assurance that the loss experience on the related Mortgage Loans will not exceed such assumed levels. See "--Limited Nature of Ratings," "Description of the Bonds" and "Description of Credit Support." Regardless of the form of credit enhancement provided, the amount of coverage will be limited in amount and in most cases will be subject to periodic reduction in accordance with a schedule or formula. In certain circumstances, the Indenture Trustee or the Master Servicer will be permitted to reduce, terminate or substitute all or a portion of the credit enhancement for any Series of Bonds, if the applicable Rating Agency indicates that the then-current rating thereof will not be adversely affected. The rating of any Series of Bonds by any applicable Rating Agency may be lowered following the initial issuance thereof as a result of the downgrading of the obligations of any applicable credit support provider, or as a result of losses on the related Mortgage Loans substantially in excess of the levels contemplated by such Rating Agency at the time of its initial rating analysis. None of the Depositor, the Indenture Trustee, the Master Servicer or any of their affiliates will have any obligation to replace or supplement any credit enhancement, or to take any other action to maintain any rating of any Series of Bonds. Risk of Unenforceability of Certain Mortgage Provisions Mortgages may contain a due-on-sale clause, which permits the lender to accelerate the maturity of the Mortgage Loan if the Mortgagor sells, transfers or conveys the related Mortgaged Property or its interest in the Mortgaged Property. Mortgages may also include a debt-acceleration clause, which permits the lender to accelerate the debt upon a monetary or non-monetary default of the Mortgagor. Such clauses are generally enforceable subject to certain exceptions. The courts of all states will enforce clauses providing for acceleration in the event of a material payment default. The equity courts of any state, however, may refuse the foreclosure of a mortgage or deed of trust when an acceleration of the indebtedness would be inequitable or unjust or the circumstances would render the acceleration unconscionable. If so specified in the related Prospectus Supplement, the Mortgage Loans will be secured by an assignment of leases and rents pursuant to which the Mortgagor typically assigns its right, title and interest as landlord under the leases on the related Mortgaged Property and the income derived therefrom to the lender as further security for the related Mortgage Loan, while retaining a license to collect rents for so long as there is no default. In the event the Mortgagor defaults, the license terminates and the lender is entitled to collect rents. Such assignments are typically not perfected as security interests prior to actual possession of the cash flows. Some state laws may require that the lender take possession of the Mortgaged Property and obtain a judicial appointment of a receiver before becoming entitled to collect the rents. In addition, if bankruptcy or similar proceedings are commenced by or in respect of the Mortgagor, the lender's ability to collect the rents may be adversely affected. See "Certain Legal Aspects of the Mortgage Loans and the Leases--Leases and Rents." Environmental Risks Real property pledged as security for a mortgage loan may be subject to certain environmental risks. Under federal law, including the Comprehensive Environmental, Response, and Liability Act of 1980, as amended ("CERCLA"), and the laws of certain states, failure to perform the remediation required or demanded by the state or federal government of any condition or circumstance that (i) may pose an imminent or substantial endangerment to the public health or welfare or the environment, (ii) may result in a release or threatened release of any hazardous material, or (iii) may give rise to any environmental claim or demand (each such condition or circumstance is defined as an "Environmental Condition"), may give rise to a lien on the property to ensure the reimbursement of remedial costs incurred by the federal or state government. In several states, such a lien has priority over the lien of an existing mortgage against such property. Of particular concern may be those mortgaged properties which are, or have been, the site of manufacturing, industrial or disposal activity. Such environmental risks may give rise to (a) a diminution in value of property securing a mortgage note or the inability to foreclose against such property or (b) in certain circumstances as more fully described below, liability for clean-up costs or other remedial actions, which liability could exceed the value of such property, the aggregate assets of the owner or operator, or the principal balance of the related indebtedness. The state of the law is currently unclear as to whether and under what circumstances cleanup costs, or the obligation to take remedial actions, could be imposed on a secured lender such as the Issuer. Under the laws of some states and under CERCLA, a lender may be liable as an "owner" or an "operator" of a contaminated mortgaged property for the costs of remediation of releases or threatened releases of hazardous substances at the mortgaged property. Such liability may attach if the lender or its agents or employees have participated in the management of the operations of the borrower, even though the environmental damage or threat was caused by a prior owner, operator, or other third party. Excluded from CERCLA's definition of "owner or operator" is any person "who without participating in management of the facility, holds indicia of ownership primarily to protect his security interest" (the "secured-creditor exemption"). This exemption for holders of a security interest such as a secured lender applies only in circumstances when the lender seeks to protect its security interest in the contaminated facility or property. Thus, if a lender's activities encroach on the actual management of such facility or property, the lender faces potential liability as an "owner or operator" under CERCLA. Similarly, when a lender forecloses and takes title to a contaminated facility or property (whether it holds the facility or property as an investment or leases it to a third party), under some circumstances the lender may incur potential CERCLA liability. Recent amendments to CERCLA list permissible actions that may be undertaken by a lender holding security in a contaminated facility without exceeding the bounds of the secured-creditor exemption, subject to certain conditions and limitations. Additionally, the recent amendments provide certain protections from CERCLA liability as an "owner or operator" to a lender who forecloses on contaminated property, as long as it seeks to divest itself of the facility at the earliest practicable commercially reasonable time on commercially reasonable terms. The protections afforded lenders under the recent amendments are subject to terms and conditions that have not been clarified by the courts. Moreover, the CERCLA secured-creditor exemption does not necessarily affect the potential for liability in actions under other federal or state laws which may impose liability on "owners or operators" but do not incorporate the secured-creditor exemption. Furthermore, the secured-creditor exemption does not protect lenders from other bases of CERCLA liability, such as that imposed on "generators" or "transporters" of hazardous substances. See "Certain Legal Aspects of the Mortgage Loans and the Leases--Environmental Legislation." Increased Risk of Loss if Mortgage Loans Include Delinquent and Non-Performing Mortgage Loans If so provided in the related Prospectus Supplement, the Collateral for a particular Series of Bonds may include Mortgage Loans that are past due or are non-performing. The servicing of such Mortgage Loans as to which a specified number of payments are delinquent will be performed by the Special Servicer or another entity as specified in the related Prospectus Supplement; however, the same entity may act as both Master Servicer and Special Servicer. Credit Support provided with respect to a particular Series of Bonds may not cover all losses related to such delinquent or nonperforming Mortgage Loans, and investors should consider the risk that the inclusion of such Mortgage Loans as Collateral for a particular Series of Bonds may adversely affect the rate of defaults and prepayments on the related Mortgage Loans and the yield on the Bonds of such Series. ERISA Considerations Generally, ERISA applies to investments made by employee benefit plans and transactions involving the assets of such plans. Due to the complexity of regulations which govern such plans, prospective investors that are subject to ERISA are urged to consult their own counsel regarding consequences under ERISA of acquisition, ownership and disposition of the Offered Bonds of any Series, including the possibility that such an investment may be inconsistent with the duties imposed on the Plan's fiduciary under ERISA and may give rise to prohibited transactions under ERISA. See "Certain ERISA Considerations" herein. Risks Associated with Control of Voting Rights Under certain circumstances, the consent or approval of the holders of a specified percentage of the aggregate Bond Principal Amount of all outstanding Bonds of a Series or a similar means of allocating decision-making under the related Agreement ("Voting Rights") will be required to direct, and will be sufficient to bind all Bondholders of such Series to, certain actions, including directing the Special Servicer or the Master Servicer with respect to actions to be taken with respect to certain Mortgage Loans and REO Properties and amending the related Agreement in certain circumstances. See "Description of the Agreements--Servicer Events of Default," "--Rights Upon Servicer Event of Default," "--Amendment" and "--List of Bondholders." Owners of Book-Entry Bonds Not Entitled to Exercise Rights of Holders of Bonds If so provided in the Prospectus Supplement, one or more classes of the Bonds will be initially represented by one or more bonds registered in the name of Cede, the nominee for DTC, and will not be registered in the names of the Beneficial Owners or their nominees. Because of this, unless and until Bonds are issued in fully registered, certificated form ("Definitive Bonds") are issued, Beneficial Owners will not be recognized by the Indenture Trustee as "Bondholders" (as that term is to be used in the related Agreement). Hence, until such time, Beneficial Owners will be able to exercise the rights of Bondholders only indirectly through DTC and its participating organizations. See "Description of the Bonds--Book-Entry Registration and Definitive Bonds." Risks Associated With Year 2000 Compliance The Depositor is aware of the issues associated with the programming code in existing computer systems as the millennium (year 2000) approaches. the "year 2000 problem" is pervasive and complex; virtually every computer operation will be affected in some way by the rollover of the two digit year value to 00. The issue is whether computer systems will properly recognize date-sensitive information when the year changes to 2000. Systems that do not properly recognize such information could generate erroneous data or cause a system to fail. In the event that the computer systems of the Indenture Trustee, the Master Servicer or the Special Servicer, with respect to any Series of Bonds, are not fully year 2000 compliant, the resulting disruptions in the collection or distribution of receipts on the related Mortgage Loans could materially adversely affect the holders of the Offered Bonds. DESCRIPTION OF THE COLLATERAL General The primary assets included as part of the Collateral for any Series of Bonds will include one or more multifamily and/or commercial mortgage loans and/or undivided ownership interests in such mortgage loans (collectively, the "Mortgage Loans"). The Mortgage Loans will not be guaranteed or insured by Imperial Credit Commercial Mortgage Acceptance Corp. (the "Depositor") or any of its affiliates. The Mortgage Loans will be guaranteed or insured by a governmental agency or instrumentality or other person only if and to the extent expressly provided in the related Prospectus Supplement. Each Mortgage Loan will be selected by the Depositor for inclusion as part of the Collateral for a Series of Bonds from among those purchased, either directly or indirectly, from a prior holder thereof (an "Asset Seller"), which may be an affiliate of the Depositor and, with respect to Mortgage Loans, which prior holder may or may not be the originator of such Mortgage Loan. The Bonds will be entitled to payments in respect of the assets of an owner trust established by the Depositor other than the related Owner Trust, if and only to the extent expressly provided in the related Prospectus Supplement. Mortgage Loans The Mortgage Loans will be secured by liens on, or security interests in, Mortgaged Properties consisting of (i) primarily residential properties consisting of five or more rental or cooperatively owned dwelling units in high-rise, mid-rise or garden apartment buildings and which may include limited retail, office or other commercial space ("Multifamily Properties" and the related loans, "Multifamily Loans") or (ii) office buildings, retail stores and establishments, hotels or motels, nursing homes, assisted living facilities, continuum care facilities, day care centers, schools, hospitals or other healthcare related facilities, industrial properties, warehouse facilities, mini-warehouse facilities, self-storage facilities, distribution centers, transportation centers, parking facilities, entertainment and/or recreation facilities, movie theaters, restaurants, golf courses, car washes, automobile dealerships, mobile home parks, mixed use (including mixed commercial uses and mixed commercial and residential uses) and/or unimproved land ("Commercial Properties" and the related loans, "Commercial Loans") located in any one of the fifty states, the District of Columbia, Guam, the Commonwealth of Puerto Rico or any other territory of the United States. If so provided in the related Prospectus Supplement, the Collateral for a particular Series of Bonds may include Mortgage Loans secured by Mortgaged Properties not located in the United States, provided that, on the date of issuance of such Series of Bonds, the aggregate principal balance of the related Mortgage Loans do not exceed 10% of the aggregate principal balance of all the Mortgage Loans constituting such Collateral. To the extent specified in the related Prospectus Supplement, the Mortgage Loans will be secured by first mortgages or deeds of trust or other similar security instruments creating a first lien on Mortgaged Property. The Mortgaged Properties may include leasehold interests in properties, the title to which is held by third party lessors. The Prospectus Supplement will specify whether the term of any such leasehold exceeds the term of the mortgage note by at least ten years. Each Mortgage Loan will have been originated by a person (the "Originator") other than the Depositor. The related Prospectus Supplement will indicate if any Originator is an affiliate of the Depositor. The Mortgage Loans will be evidenced by promissory notes (the "Mortgage Notes") secured by mortgages or deeds of trust (the "Mortgages") creating a lien on the Mortgaged Properties. Mortgage Loans will generally also be secured by an assignment of leases and rents and/or operating or other cash flow guarantees relating to the Mortgage Loan. Leases To the extent specified in the related Prospectus Supplement, the Commercial Properties may be leased to Lessees that respectively occupy all or a portion of such properties. Pursuant to a Lease Assignment, the related Mortgagor may assign its rights, title and interest as lessor under each Lease and the income derived therefrom to the related mortgagee, while retaining a license to collect the rents for so long as there is no default. If the Mortgagor defaults, the license terminates and the mortgagee or its agent is entitled to collect the rents from the related Lessee or Lessees for application to the monetary obligations of the Mortgagor. State law may limit or restrict the enforcement of the Lease Assignments by a mortgagee until it takes possession of the related Mortgaged Property and/or a receiver is appointed. See "Certain Legal Aspects of the Mortgage Loans and the Leases--Leases and Rents." Alternatively, to the extent specified in the related Prospectus Supplement, the Mortgagor and the mortgagee may agree that payments under Leases are to be made directly to a Servicer. To the extent described in the related Prospectus Supplement, the Leases may require the Lessees to pay rent that is sufficient in the aggregate to cover all scheduled payments of principal and interest on the related Mortgage Loans and, in certain cases, their pro rata share of the operating expenses, insurance premiums and real estate taxes associated with the Mortgaged Properties. Certain of the Leases may require the Mortgagor to bear costs associated with structural repairs and/or the maintenance of the exterior or other portions of the Mortgaged Property or provide for certain limits on the aggregate amount of operating expenses, insurance premiums, taxes and other expenses that the Lessees are required to pay. If so specified in the related Prospectus Supplement, under certain circumstances the Lessees may be permitted to set off their rental obligations against the obligations of the Mortgagors under the Leases. In those cases where payments under the Leases (net of any operating expenses payable by the Mortgagors) are insufficient to pay all of the scheduled principal and interest on the related Mortgage Loans, the Mortgagors must rely on other income or sources (including security deposits) generated by the related Mortgaged Property to make payments on the related Mortgage Loan. To the extent specified in the related Prospectus Supplement, some Commercial Properties may be leased entirely to one Lessee. In such cases, absent the availability of other funds, the Mortgagor must rely entirely on rent paid by such Lessee in order for the Mortgagor to pay all of the scheduled principal and interest on the related Commercial Loan. To the extent specified in the related Prospectus Supplement, certain of the Leases may expire prior to the stated maturity of the related Mortgage Loan. In such cases, upon expiration of the Leases the Mortgagors will have to look to alternative sources of income, including rent payment by any new Lessees or proceeds from the sale or refinancing of the Mortgaged Property, to cover the payments of principal and interest due on such Mortgage Loans unless the Lease is renewed. As specified in the related Prospectus Supplement, certain of the Leases may provide that upon the occurrence of a casualty affecting a Mortgaged Property, the Lessee will have the right to terminate its Lease, unless the Mortgagor, as lessor, is able to cause the Mortgaged Property to be restored within a specified period of time. Certain Leases may provide that it is the lessor's responsibility, while other Leases provide that it is the Lessee's responsibility, to restore the Mortgaged Property after a casualty to its original condition. Certain Leases may provide a right of termination to the related Lessee if a taking of a material or specified percentage of the leased space in the Mortgaged Property occurs, or if the ingress or egress to the leased space has been materially impaired. Default and Loss Considerations with Respect to the Mortgage Loans Mortgage loans secured by commercial and multifamily properties are markedly different from owner-occupied single family mortgage loans. The repayment of loans secured by commercial or multifamily properties is typically dependent upon the successful operation of such property rather than upon the liquidation value of the real estate. The Mortgage Loans will generally be non-recourse loans, which means that, absent special facts, the mortgagee may look only to the Net Operating Income from the property for repayment of the mortgage debt, and not to any other of the Mortgagor's assets, in the event of the Mortgagor's default. The Mortgage Loans will be full recourse loans only if and to the extent expressly provided in the related Prospectus Supplement. Lenders typically look to the Debt Service Coverage Ratio of a loan secured by income-producing property as an important measure of the risk of default on such a loan. The "Debt Service Coverage Ratio" of a Mortgage Loan at any given time is the ratio of the Net Operating Income for a twelve-month period to the annualized scheduled payments on the Mortgage Loan. "Net Operating Income" generally means, for any given period, the total operating revenues derived from a Mortgaged Property during such period, minus the total operating expenses incurred in respect of such Mortgaged Property during such period other than (i) non-cash items such as depreciation and amortization, (ii) capital expenditures and (iii) debt service on loans secured by the Mortgaged Property. The Net Operating Income of a Mortgaged Property will fluctuate over time and may be sufficient or insufficient to cover debt service on the related Mortgage Loan at any given time. As the primary component of Net Operating Income, rental income is subject to the vagaries of the applicable real estate market and/or business climate. Properties typically leased, occupied or used on a short-term basis, such as health care-related facilities, hotels and motels, and mini-warehouse and self-storage facilities, tend to be affected more rapidly by changes in market or business conditions than do properties leased, occupied or used for longer periods, such as (typically) retail centers, office buildings and industrial properties. Commercial Loans may be secured by owner-occupied Mortgaged Properties or Mortgaged Properties leased to a single tenant. In addition, a decline in the financial condition of the Mortgagor or single tenant, as applicable, may have a disproportionately greater effect on the Net Operating Income from such Mortgaged Properties than would be the case with respect to Mortgaged Properties with multiple tenants. Changes in the expense components of Net Operating Income due to the general economic climate or economic conditions in a locality or industry segment, such as increases in interest rates, real estate and personal property tax rates and other operating expenses, including energy costs; changes in governmental rules, regulations and fiscal policies, including environmental legislation; and acts of God may also affect the risk of default on the related Mortgage Loan. As may be further described in the related Prospectus Supplement, in some cases leases of Mortgaged Properties may provide that the Lessee rather than the Mortgagor, is responsible for payment of some or all of these expenses; however, because leases are subject to default risks as well when a tenant's income is insufficient to cover its rent and operating expenses, the existence of such "net of expense" provisions will only temper, not eliminate, the impact of expense increases on the performance of the related Mortgage Loan. See "--Leases" above. While the duration of leases and the existence of any "net of expense" provisions are often viewed as the primary considerations in evaluating the credit risk of mortgage loans secured by certain income-producing properties, such risk may be affected equally or to a greater extent by changes in government regulation of the operator of the property. Examples of the latter include mortgage loans secured by health care-related facilities, the income from which and the operating expenses of which are subject to state and/or federal regulations, such as Medicare and Medicaid, and multifamily properties and mobile home parks, which may be subject to state or local rent control regulation and, in certain cases, restrictions on changes in use of the property. Low- and moderate-income housing in particular may be subject to legal limitations and regulations but, because of such regulations, may also be less sensitive to fluctuations in market rents generally. The Debt Service Coverage Ratio should not be relied upon as the sole measure of the risk of default of any loan, however, since other factors may outweigh a high Debt Service Coverage Ratio. With respect to a Balloon Mortgage Loan, for example, the risk of default as a result of the unavailability of a source of funds to finance the related balloon payment at maturity on terms comparable to or better than those of such Balloon Payment Loans could be significant even though the related Debt Service Coverage Ratio is high. The liquidation value of any Mortgaged Property may be adversely affected by risks generally incident to interests in real property, including declines in rental or occupancy rates. Lenders generally use the Loan-to-Value Ratio of a mortgage loan as a measure of risk of loss if a property must be liquidated upon a default by the Mortgagor. Appraised values of income-producing properties may be based on the market comparison method (recent resale value of comparable properties at the date of the appraisal), the cost replacement method (the cost of replacing the property at such date), the income capitalization method (a projection of value based upon the property's projected net cash flow), or upon a selection from or interpolation of the values derived from such methods. Each of these appraisal methods presents analytical challenges. It is often difficult to find truly comparable properties that have recently been sold; the replacement cost of a property may have little to do with its current market value; and income capitalization is inherently based on inexact projections of income and expense and the selection of an appropriate capitalization rate. Where more than one of these appraisal methods are used and create significantly different results, or where a high Loan-to-Value Ratio accompanies a high Debt Service Coverage Ratio (or vice versa), the analysis of default and loss risks is even more difficult. While the Depositor believes that the foregoing considerations are important factors that generally distinguish the Multifamily and Commercial Loans from single family mortgage loans and provide insight to the risks associated with income-producing real estate, there is no assurance that such factors will in fact have been considered by the Originators of the Multifamily and Commercial Loans, or that, for any of such Mortgage Loans, they are complete or relevant. See "Risk Factors--Factors Which May Increase the Risk of Losses on Mortgage Loans Secured By Multifamily/Commercial Property Versus Single Family Property," "--Risks of Loss on Balloon Payment Loans if Obligor Is Unable to Refinance or Sell Related Property," "--Increased Risk of Losses on Foreclosure of Junior Mortgage Loans," "--Risks Associated with Obligor Default" and "--Risks Associated with Mortgagor Type." Loan-to-Value Ratio The "Loan-to-Value Ratio" of a Mortgage Loan at any given time is the ratio (expressed as a percentage) of the then outstanding principal balance of the Mortgage Loan to the Value of the related Mortgaged Property. The "Value" of a Mortgaged Property, other than with respect to Refinance Loans, is generally the lesser of (a) the appraised value determined in an appraisal obtained by the originator at origination of such loan and (b) the sales price for such property. "Refinance Loans" are loans made to refinance existing loans. The Value of the Mortgaged Property securing a Refinance Loan is the appraised value thereof determined in an appraisal obtained in connection with or on or about the time of origination of the Refinance Loan or upon some other basis as specified in the related Prospectus Supplement. The Value of a Mortgaged Property as of the date of initial issuance of the related Series of Bonds may be less than the value at origination and will fluctuate from time to time based upon changes in economic conditions and the real estate market. Mortgage Loan Information in Prospectus Supplements Each Prospectus Supplement will contain information, as of the date of such Prospectus Supplement and to the extent then applicable and specifically known to the Depositor, with respect to the Mortgage Loans, including (i) the aggregate outstanding principal balance and the largest, smallest and average outstanding principal balance of the Mortgage Loans as of the applicable Cut-off Date, (ii) the type of property securing the Mortgage Loans (e.g., Multifamily Property or Commercial Property and the type of property in each such category), (iii) the weighted average (by principal balance) of the original and remaining terms to maturity of the Mortgage Loans, (iv) the earliest and latest origination date and maturity date of the Mortgage Loans, (v) the weighted average (by principal balance) of the Loan-to-Value Ratios at origination of the Mortgage Loans, (vi) the Mortgage Interest Rates or range of Mortgage Interest Rates and the weighted average Mortgage Interest Rate borne by the Mortgage Loans, (vii) the state or states in which most of the Mortgaged Properties are located, (viii) information with respect to the prepayment provisions, if any, of the Mortgage Loans, (ix) the weighted average Retained Interest, if any, (x) with respect to Mortgage Loans with floating Mortgage Interest Rates ("ARM Loans"), the index, the frequency of the adjustment dates, the highest, lowest and weighted average note margin and pass-through margin, and the maximum Mortgage Interest Rate or monthly payment variation at the time of any adjustment thereof and over the life of the ARM Loan and the frequency of such monthly payment adjustments, (xi) the Debt Service Coverage Ratio either at origination or as of a more recent date (or both) and (xii) information regarding the payment characteristics of the Mortgage Loans, including without limitation balloon payment and other amortization provisions. If specific information respecting the Mortgage Loans is not known to the Depositor at the time Bonds are initially offered, more general information of the nature described above will be provided in the Prospectus Supplement, and specific information will be set forth in a report which will be available to purchasers of the related Bonds at or before the initial issuance thereof and will be filed as part of a Current Report on Form 8-K with the Securities and Exchange Commission within fifteen days after such initial issuance. Payment Provisions of the Mortgage Loans All of the Mortgage Loans will provide for payments of principal, interest or both, on due dates that occur monthly, quarterly or semi-annually or at such other interval as is specified in the related Prospectus Supplement. Each Mortgage Loan may provide for no accrual of interest or for accrual of interest thereon at an interest rate (a "Mortgage Interest Rate") that is fixed over its term or that adjusts from time to time, or that is partially fixed and partially floating, or that may be converted from a floating to a fixed Mortgage Interest Rate, or from a fixed to a floating Mortgage Interest Rate, from time to time pursuant to an election or as otherwise specified on the related Mortgage Note, in each case as described in the related Prospectus Supplement. Each Mortgage Loan may provide for scheduled payments to maturity or payments that adjust from time to time to accommodate changes in the Mortgage Interest Rate or to reflect the occurrence of certain events, and may provide for negative amortization or accelerated amortization, in each case as described in the related Prospectus Supplement. Each Mortgage Loan may be fully amortizing or require a balloon payment due on its stated maturity date, in each case as described in the related Prospectus Supplement. Each Mortgage Loan may contain prohibitions on prepayment (a "Lock-out Period" and the date of expiration thereof, a "Lock-out Date") or require payment of a prepayment premium or a yield maintenance charge (in each case, a "Prepayment Premium") in connection with a prepayment, in each case as described in the related Prospectus Supplement. In the event that holders of any class or classes of Offered Bonds will be entitled to all or a portion of any Prepayment Premiums collected in respect of Mortgage Loans, the related Prospectus Supplement will specify the method or methods by which any such amounts will be allocated. A Mortgage Loan may also contain provisions entitling the mortgagee to a share of profits realized from the operation or disposition of the Mortgaged Property ("Equity Participations"), as described in the related Prospectus Supplement. In the event that holders of any class or classes of Offered Bonds will be entitled to all or a portion of an Equity Participation, the related Prospectus Supplement will specify the terms and provisions of the Equity Participation and the method or methods by which payments in respect thereof will be allocated among such Bonds. Accounts The Collateral for any Series of Bonds will include one or more accounts established and maintained on behalf of the Bondholders into which the person or persons designated in the related Prospectus Supplement will, to the extent described herein and in such Prospectus Supplement, deposit all payments and collections received or advanced with respect to the Mortgage Loans and other Collateral. Such an account may be maintained as an interest bearing or a non-interest bearing account, and funds held therein may be held as cash or invested in certain short-term, investment grade obligations, in each case as described in the related Prospectus Supplement. See "Description of the Agreement--Payment Account and Other Collection Accounts." Credit Support If so provided in the related Prospectus Supplement, partial or full protection against certain defaults and losses on any Collateral may be provided to one or more classes of Bonds in the related Series in the form of subordination of one or more other classes of Bonds in such Series or by one or more other types of credit support, such as a letter of credit, insurance policy, guarantee, reserve fund or another type of credit support, or a combination thereof (any such coverage with respect to the Bonds of any Series, "Credit Support"). The amount and types of coverage, the identification of the entity providing the coverage (if applicable) and related information with respect to each type of Credit Support, if any, will be described in the Prospectus Supplement for a Series of Bonds. See "Risk Factors--Credit Support Limitations" and "Description of Credit Support." Cash Flow Agreements If so provided in the related Prospectus Supplement, the Collateral for any Series of Bonds may include guaranteed investment contracts pursuant to which moneys held in the funds and accounts established for the related Series will be invested at a specified rate. The Collateral may also include certain other agreements, such as interest rate exchange agreements, interest rate cap or floor agreements, currency exchange agreements or similar agreements provided to reduce the effects of interest rate or currency exchange rate fluctuations on the Mortgage Loans or on one or more classes of Bonds. The principal terms of any such guaranteed investment contract or other agreement (any such agreement, a "Cash Flow Agreement"), including, without limitation, provisions relating to the timing, manner and amount of payments thereunder and provisions relating to the termination thereof, will be described in the Prospectus Supplement for the related Series. In addition, the related Prospectus Supplement will provide certain information with respect to the obligor under any such Cash Flow Agreement. USE OF PROCEEDS The net proceeds to be received from the sale of the Bonds will be applied by the Depositor to the purchase of Trust Assets, or the repayment of the financing incurred in such purchase, and to pay for certain expenses incurred in connection with such purchase of Trust Assets and sale of Bonds. The Depositor expects to sell the Bonds from time to time, but the timing and amount of offerings of Bonds will depend on a number of factors, including the volume of Mortgage Loans acquired by the Depositor, prevailing interest rates, availability of funds and general market conditions. YIELD CONSIDERATIONS General The yield on any Offered Bond will depend on the price paid by the Bondholder, the interest rate of the Bond, the receipt and timing of receipt of payments on the Bond and the weighted average life of the Mortgage Loans constituting the related Collateral (which may be affected by prepayments, defaults, liquidations or repurchases). See "Risk Factors." Interest Rate Bonds of any class within a Series may have fixed, variable or floating interest rates, which may or may not be based upon the interest rates borne by the Mortgage Loans constituting the related Collateral. The Prospectus Supplement with respect to any Series of Bonds will specify the interest rate for each class of such Bonds or, in the case of a variable or floating interest rate, the method of determining the interest rate; the effect, if any, of the prepayment of any Mortgage Loan on the interest rate of one or more classes of Bonds; and whether the payments of interest on the Bonds of any class will be dependent, in whole or in part, on the performance of any obligor under a Cash Flow Agreement. The effective yield to maturity to each holder of Bonds entitled to payments of interest will be below that otherwise produced by the applicable interest rate and purchase price of such Bond because, while interest may accrue on each Mortgage Loan during a certain period, the payment of such interest will be made on a day which may be several days, weeks or months following the period of accrual. Timing of Payment of Interest Each payment of interest on the Bonds (or addition to the Bond Principal Amount of a class of Accrual Bonds) on a Payment Date will include interest accrued during the Interest Accrual Period for such Payment Date. As indicated above under "-- Interest Rate," if the Interest Accrual Period ends on a date other than a Payment Date for the related Series, the yield realized by the holders of such Bonds may be lower than the yield that would result if the Interest Accrual Period ended on such Payment Date. In addition, if so specified in the related Prospectus Supplement, interest accrued for an Interest Accrual Period for one or more classes of Bonds may be calculated on the assumption that payments of principal (and additions to the Bond Principal Amount of Accrual Bonds) and allocations of losses on the Mortgage Loans may be made on the first day of the Interest Accrual Period for a Payment Date and not on such Payment Date. Such method would produce a lower effective yield than if interest were calculated on the basis of the actual principal amount outstanding during an Interest Accrual Period. The Interest Accrual Period for any class of Offered Bonds will be described in the related Prospectus Supplement. Payments of Principal; Prepayments The yield to maturity on the Bonds will be affected by the rate of principal payments on the Mortgage Loans (including principal prepayments on Mortgage Loans resulting from voluntary prepayments by the Mortgagors, insurance proceeds, condemnations and involuntary liquidations). Such payments may be directly dependent upon the payments on Leases underlying such Mortgage Loans. The rate at which principal prepayments occur on the Mortgage Loans will be affected by a variety of factors, including, without limitation, the terms of the Mortgage Loans, the level of prevailing interest rates, the availability of mortgage credit and economic, demographic, geographic, tax, legal and other factors. In general, however, if prevailing interest rates fall significantly below the Mortgage Interest Rates on the Mortgage Loans with respect to a particular Series of Bonds, such Mortgage Loans are likely to be the subject of higher principal prepayments than if prevailing rates remain at or above the rates borne by such Mortgage Loans. In this regard, it should be noted that certain Collateral may consist of Mortgage Loans with different Mortgage Interest Rates. The rate of principal payments on some or all of the classes of Bonds of a Series will correspond to the rate of principal payments on the related Mortgage Loans and is likely to be affected by the existence of Lock-out Periods and Prepayment Premium provisions of such Mortgage Loans, and by the extent to which the Servicer of any such Mortgage Loan is able to enforce such provisions. Mortgage Loans with a Lock-out Period or a Prepayment Premium provision, to the extent enforceable, generally would be expected to experience a lower rate of principal prepayments than otherwise identical Mortgage Loans without such provisions, with shorter Lock-out Periods or with lower Prepayment Premiums. If the purchaser of a Bond offered at a discount calculates its anticipated yield to maturity based on an assumed rate of payments of principal that is faster than that actually experienced on the Mortgage Loans, the actual yield to maturity will be lower than that so calculated. Conversely, if the purchaser of a Bond offered at a premium calculates its anticipated yield to maturity based on an assumed rate of payments of principal that is slower than that actually experienced on the Mortgage Loans, the actual yield to maturity will be lower than that so calculated. In either case, if so provided in the Prospectus Supplement for a Series of Bonds, the effect on yield on one or more classes of the Bonds of such Series of prepayments of the Mortgage Loans with respect to such Series may be mitigated or exacerbated by any provisions for sequential or selective payment of principal to such classes. When a full prepayment is made on a Mortgage Loan, the Mortgagor is charged interest on the principal amount of the Mortgage Loan so prepaid for the number of days in the month actually elapsed up to the date of the prepayment or such other period specified in the related Prospectus Supplement. Generally, the effect of prepayments in full will be to reduce the amount of interest paid in the following month to holders of Bonds entitled to payments of interest because interest on the principal amount of any Mortgage Loan so prepaid will be paid only to the date of prepayment rather than for a full month. A partial prepayment of principal is applied so as to reduce the outstanding principal balance of the related Mortgage Loan as of the Due Date in the month in which such partial prepayment is received or such other date as is specified in the related Prospectus Supplement. As a result, the effect of a partial prepayment on a Mortgage Loan will be generally to reduce the amount of interest passed through to holders of Bonds in the month following the receipt of such partial prepayment by an amount equal to one month's interest at the applicable interest rate on the prepaid amount. The timing of changes in the rate of principal payments on the Mortgage Loans may significantly affect an investor's actual yield to maturity, even if the average rate of payments of principal is consistent with an investor's expectation. In general, the earlier a principal payment is received on the Mortgage Loans and paid on a Bond, the greater the effect on such investor's yield to maturity. The effect on an investor's yield of principal payments occurring at a rate higher (or lower) than the rate anticipated by the investor during a given period may not be offset by a subsequent like decrease (or increase) in the rate of principal payments. Prepayments, Maturity and Weighted Average Life The rates at which principal payments are received on the Mortgage Loans with respect to a particular Series of Bonds and the rate at which payments are made from any Credit Support or Cash Flow Agreement for such Series of Bonds may affect the ultimate maturity and the weighted average life of each class of such Series. Prepayments on the Mortgage Loans with respect to a particular Series of Bonds will generally accelerate the rate at which principal is paid on some or all of the classes of the Bonds of such Series. If so provided in the Prospectus Supplement for a Series of Bonds, one or more classes of Bonds may have a final scheduled Payment Date, which is the date on or prior to which the Bond Principal Amount thereof is scheduled to be reduced to zero, calculated on the basis of the assumptions applicable to such Series set forth therein. Weighted average life refers to the average amount of time that will elapse from the date of issue of a security until each dollar of principal of such security will be repaid to the investor. The weighted average life of a class of Bonds of a Series will be influenced by the rate at which principal on the Mortgage Loans with respect to such Series is paid to such class, which may be in the form of scheduled amortization or prepayments (for this purpose, the term "prepayment" includes prepayments, in whole or in part, and liquidations due to default). If any Mortgage Loans with respect to a particular Series of Bonds have actual terms to maturity of less than those assumed in calculating final scheduled Payment Dates for the classes of Bonds of such Series, one or more classes of such Bonds may be fully paid prior to their respective final scheduled Payment Dates, even in the absence of prepayments. Accordingly, the prepayment experience of the Mortgage Loans will, to some extent, be a function of the mix of Mortgage Interest Rates and maturities of such Mortgage Loans. See "Description of the Collateral." Prepayments on loans are also commonly measured relative to a prepayment standard or model, such as the Constant Prepayment Rate ("CPR") prepayment model. CPR represents a constant assumed rate of prepayment each month relative to the then outstanding principal balance of a pool of loans for the life of such loans. Neither CPR nor any other prepayment model or assumption purports to be a historical description of prepayment experience or a prediction of the anticipated rate of prepayment of any pool of loans, including the Mortgage Loans with respect to a particular Series of Bonds. Moreover, CPR was developed based upon historical prepayment experience for single family loans. Thus, it is likely that prepayment of any Mortgage Loans with respect to any Series of Bonds will not conform to any particular level of CPR. The Depositor is not aware of any meaningful publicly available prepayment statistics for multifamily or commercial mortgage loans. The Prospectus Supplement with respect to each Series of Bonds will contain tables, if applicable, setting forth the projected weighted average life of each class of Offered Bonds of such Series and the percentage of the initial Bond Principal Amount of each such class that would be outstanding on specified Payment Dates based on the assumptions stated in such Prospectus Supplement, including assumptions that prepayments on the Mortgage Loans with respect to such Series are made at rates corresponding to various percentages of CPR or at such other rates specified in such Prospectus Supplement. Such tables and assumptions are intended to illustrate the sensitivity of weighted average life of the Bonds to various prepayment rates and will not be intended to predict or to provide information that will enable investors to predict the actual weighted average life of the Bonds. It is unlikely that prepayment of any Mortgage Loans with respect to any Series of Bonds will conform to any particular level of CPR or any other rate specified in the related Prospectus Supplement. Other Factors Affecting Weighted Average Life Type of Mortgage Loan. A number of Mortgage Loans may have balloon payments due at maturity, and because the ability of a Mortgagor to make a balloon payment typically will depend upon its ability either to refinance the loan or to sell the related Mortgaged Property, there is a risk that a number of Mortgage Loans having balloon payments may default at maturity, or that the Servicer may extend the maturity of such a Mortgage Loan in connection with a workout. In the case of defaults, recovery of proceeds may be delayed by, among other things, bankruptcy of the Mortgagor or adverse conditions in the market where the property is located. In order to minimize losses on defaulted Mortgage Loans, the Servicer may, to the extent and under the circumstances set forth in the related Prospectus Supplement be permitted to modify Mortgage Loans that are in default or as to which a payment default is imminent. Any defaulted balloon payment or modification that extends the maturity of a Mortgage Loan will tend to extend the weighted average life of the Bonds, thereby lengthening the period of time elapsed from the date of issuance of a Bond until it is retired. Foreclosures and Payment Plans. The number of foreclosures and the principal amount of the Mortgage Loans with respect to any Series of Bonds that are foreclosed in relation to the number and principal amount of Mortgage Loans that are repaid in accordance with their terms will affect the weighted average life of such Mortgage Loans and that of the related Series of Bonds. Servicing decisions made with respect to the Mortgage Loans, including the use of payment plans prior to a demand for acceleration and the restructuring of Mortgage Loans in bankruptcy proceedings, may also have an effect upon the payment patterns of particular Mortgage Loans and thus the weighted average life of the Bonds. Due-on-Sale and Due-on-Encumbrance Clauses. Acceleration of mortgage payments as a result of certain transfers of or the creation of encumbrances upon underlying Mortgaged Property is another factor affecting prepayment rates that may not be reflected in the prepayment standards or models used in the relevant Prospectus Supplement. A number of the Mortgage Loans with respect to a particular Series of Bonds may include "due-on-sale" clauses or "due-on-encumbrance" clauses that allow the holder of the Mortgage Loans to demand payment in full of the remaining principal balance of the Mortgage Loans upon sale or certain other transfers of or the creation of encumbrances upon the related Mortgaged Property. With respect to any Mortgage Loans, the Master Servicer or such other person specified in the related Prospectus Supplement, on behalf of the Indenture Trustee, will be required to exercise (or waive its right to exercise) any such right that the Indenture Trustee may have as mortgagee to accelerate payment of the Mortgage Loan in a manner consistent with the Servicing Standard. See "Certain Legal Aspects of the Mortgage Loans and the Leases--Due-on-Sale and Due-on-Encumbrance" and "Description of the Agreements--Due-on-Sale and Due-on-Encumbrance Provisions." Single Mortgage Loan or Single Mortgagor. The Mortgage Loans with respect to a particular Series of Bonds may consist of a single Mortgage Loan or obligations of a single Mortgagor or related Mortgagors as specified in the related Prospectus Supplement. Assumptions used with respect to the prepayment standards or models based upon analysis of the behavior of mortgage loans in a larger group will not necessarily be relevant in determining prepayment experience on a single Mortgage Loan or with respect to a single Mortgagor. THE DEPOSITOR Imperial Credit Commercial Mortgage Acceptance Corp., the Depositor, is a direct wholly-owned subsidiary of Imperial Credit Commercial Mortgage Investment Corp. ("ICCMIC") and was incorporated in the State of California. The principal executive offices of the Depositor are located at 11601 Wilshire Boulevard, No. 2080, Los Angeles, California 90025. Its telephone number is (310) 231-1280. The Depositor does not have, nor is it expected in the future to have, any significant assets. THE OWNER TRUST Each Owner Trust established to act as Issuer of a Series of Bonds will be created pursuant to a Deposit Trust Agreement between the Depositor, which will act as depositor, and a bank, trust company or other fiduciary named in the related Prospectus Supplement, which will act solely in its fiduciary capacity as Owner Trustee. Under the terms of each Deposit Trust Agreement, the Depositor will convey to the Owner Trust Mortgage Loans and other Collateral to secure one or more Series of Bonds in return for certificates or other instruments evidencing beneficial ownership in the Owner Trust, Bonds and/or the net proceeds from the sale of Bonds. The Depositor may in turn sell or assign the certificates of beneficial interest and any Bonds so received to another entity or entities, including affiliates of the Depositor. Each Deposit Trust Agreement and/or Indenture will provide that the related Owner Trust may not conduct any activities other than those related to the issuance and sale of one or more Series of Bonds. The holders of the beneficial interest in an Owner Trust which issues a Series of Bonds will not be liable for payment of principal of or interest on such Bonds, and each holder of such Bonds will be deemed to have released such beneficial owners from any such liability. DESCRIPTION OF THE BONDS General The Bonds of each Series (including any class of Bonds not offered hereby) will represent indebtedness of the related Issuer, will be issued pursuant to an indenture (an "Indenture"), and will be secured by, among other things, a pledge of the Collateral that includes Mortgage Loans. Each Series of Bonds will consist of one or more classes of Bonds that may (i) provide for the accrual of interest thereon based on fixed, variable or floating rates; (ii) be senior (collectively, "Senior Bonds") or subordinate (collectively, "Subordinate Bonds") to one or more other classes of Bonds in respect of certain payments on the Bonds; (iii) be entitled to principal payments, with disproportionately low, nominal or no interest payments (collectively, "Principal Only Bonds"); (iv) be entitled to interest payments, with disproportionately low, nominal or no principal payments (collectively, "Interest Only Bonds"); (v) provide for payments of accrued interest thereon commencing only following the occurrence of certain events, such as the retirement of one or more other classes of Bonds of such Series (collectively, "Accrual Bonds"); (vi) provide for payments of principal sequentially, based on specified payment schedules, from only a portion of the related Collateral or based on specified calculations, to the extent of available funds, in each case as described in the related Prospectus Supplement; and/or (vii) provide for payments based on a combination of two or more components thereof with one or more of the characteristics described in this paragraph including a Principal Only Bond component and a Interest Only Bond component. Any such classes may include classes of Offered Bonds. Each class of Offered Bonds of a Series will be issued in minimum denominations corresponding to the Bond Principal Amounts or, in case of Interest Only Bonds, notional amounts specified in the related Prospectus Supplement. The transfer of any Offered Bonds may be registered and such Bonds may be exchanged without the payment of any service charge payable in connection with such registration of transfer or exchange, but the Depositor or the Indenture Trustee or any agent thereof may require payment of a sum sufficient to cover any tax or other governmental charge. One or more classes of Bonds of a Series may be issued as Definitive Bonds or in book-entry form ("Book-Entry Bonds"), as provided in the related Prospectus Supplement. See "Risk Factors--Owner of Book-Entry Bonds Not Entitled to Exercise Rights of Holders of Bonds" and "Description of the Bonds--Book-Entry Registration and Definitive Bonds." Definitive Bonds will be exchangeable for other Bonds of the same class and Series of a like aggregate Bond Principal Amount or notional amount but of different authorized denominations. See "Risk Factors--Limited Liquidity for Bonds" and "Limited Assets for Payment of Bonds." Payments Payments on the Bonds of each Series will be made by or on behalf of the Indenture Trustee on each Payment Date as specified in the related Prospectus Supplement from the Available Payment Amount for such Series and such Payment Date. Payments (other than the final payment) will be made to the persons in whose names the Bonds are registered at the close of business on the last business day of the month preceding the month in which the Payment Date occurs or such other date specified in the applicable Prospectus Supplement (the "Record Date"), and the amount of each payment will be determined as of the close of business on the date specified in the related Prospectus Supplement (the "Determination Date"). All payments with respect to each class of Bonds on each Payment Date will be allocated pro rata among the outstanding Bonds in such class or by random selection, as described in the related Prospectus Supplement or otherwise established by the related Indenture Trustee. Payments will be made either by wire transfer in immediately available funds to the account of a Bondholder at a bank or other entity having appropriate facilities therefor, if such Bondholder has so notified the Indenture Trustee or other person required to make such payments no later than the date specified in the related Prospectus Supplement (and, if so provided in the related Prospectus Supplement, holds Bonds in the requisite amount specified therein), or by check mailed to the address of the person entitled thereto as it appears on the bond register; provided, however, that the final payment in retirement of the Bonds (whether Definitive Bonds or Book-Entry Bonds) will be made only upon presentation and surrender of the Bonds at the location specified in the notice to Bondholders of such final payment. Available Payment Amount All payments on the Bonds of each Series on each Payment Date will be made from the Available Payment Amount described below, in accordance with the terms described in the related Prospectus Supplement. Generally, the "Available Payment Amount" for each Payment Date equals the sum of the following amounts: (i) the total amount of all cash on deposit in the related Payment Account as of the corresponding Determination Date, including Servicer advances, net of any scheduled payments due and payable after such Payment Date; (ii) interest or investment income on amounts on deposit in the Payment Account, including any net amounts paid under any Cash Flow Agreements; and (iii) to the extent not on deposit in the related Payment Account as of the corresponding Determination Date, any amounts collected under, from or in respect of any Credit Support with respect to such Payment Date. As described below, the entire Available Payment Amount will be paid among the related Bonds (including any Bonds not offered hereby) on each Payment Date, and accordingly will be released from the lien of the related Indenture and will not be available for any future payments. Payments of Interest on the Bonds Each class of Bonds (other than classes of Principal Only Bonds that have no interest rate) may have a different interest rate, which will be a fixed, variable or floating rate at which interest will accrue on such class or a component thereof. The related Prospectus Supplement will specify the interest rate for each class or component or, in the case of a variable or floating interest rate, the method for determining the interest rate. Interest on the Bonds will be calculated on the basis of a 360-day year consisting of twelve 30-day months or on such other basis specified in the related Prospectus Supplement. Payments of interest in respect of the Bonds of any class will be made on each Payment Date (other than any class of Accrual Bonds, which will be entitled to payments of accrued interest commencing only on the Payment Date, or under the circumstances, specified in the related Prospectus Supplement, and any class of Principal Only Bonds that are not entitled to any payments of interest) based on the Accrued Bond Interest for such class and such Payment Date, subject to the sufficiency of the portion of the Available Payment Amount allocable to such class on such Payment Date. Prior to the time interest is payable on any class of Accrual Bonds, the amount of Accrued Bond Interest otherwise payable on such class will be added to the Bond Principal Amount thereof on each Payment Date. With respect to each class of Bonds and each Payment Date (other than certain classes of Interest Only Bonds), "Accrued Bond Interest" will be equal to interest accrued for a specified period on the outstanding Bond Principal Amount thereof immediately prior to the Payment Date, at the applicable interest rate, reduced as described below. Generally, Accrued Bond Interest on Interest Only Bonds will be equal to interest accrued for a specified period on the outstanding notional amount thereof immediately prior to each Payment Date, at the applicable interest rate, reduced as described below. The method of determining the notional amount for any class of Interest Only Bonds will be described in the related Prospectus Supplement. Reference to notional amount is solely for convenience in certain calculations and does not represent the right to receive any payments of principal. The Accrued Bond Interest on a Series of Bonds will be reduced in the event of prepayment interest shortfalls, which are shortfalls in collections of interest for a full accrual period resulting from prepayments prior to the due date in such accrual period on the Mortgage Loans constituting the Collateral for such Series. The particular manner in which such shortfalls are to be allocated among some or all of the classes of Bonds of that Series will be specified in the related Prospectus Supplement. The related Prospectus Supplement will also describe the extent to which the amount of Accrued Bond Interest that is otherwise payable on (or, in the case of Accrual Bonds, that may otherwise be added to the Bond Principal Amount of) a class of Offered Bonds may be reduced as a result of any other contingencies, including delinquencies, losses and deferred interest on or in respect of the Mortgage Loans constituting the related Collateral. Generally, any reduction in the amount of Accrued Bond Interest otherwise payable on a class of Bonds by reason of the allocation to such class of a portion of any deferred interest on the Mortgage Loans constituting the related Collateral will result in a corresponding increase in the Bond Principal Amount of such class. See "Risk Factors--Rate of Prepayments on Mortgage Loans and Priority of Payment on Bonds May Adversely Affect Average Lives and Yields of Bonds; Prepayments; Yields" and "Yield Considerations." Payments of Principal of the Bonds The Bonds of each Series, other than certain classes of Interest Only Bonds, will have a "Bond Principal Amount" which, at any time, will equal the then maximum amount that the holder will be entitled to receive in respect of principal out of the future cash flow on the Mortgage Loans and other assets constituting the related Collateral. The outstanding Bond Principal Amount of a Bond will be reduced to the extent of payments of principal thereon from time to time and, if and to the extent so provided in the related Prospectus Supplement, by the amount of losses incurred in respect of the related Mortgage Loans, may be increased in respect of deferred interest on the related Mortgage Loans to the extent provided in the related Prospectus Supplement and, in the case of Accrual Bonds prior to the Payment Date on which payments of interest are required to commence, will be increased by any related Accrued Bond Interest. If so specified in the related Prospectus Supplement, the initial aggregate Bond Principal Amount of all classes of Bonds of a Series will be greater than the outstanding aggregate principal balance of the related Mortgage Loans as of the applicable Cut-off Date. The initial aggregate Bond Principal Amount of a Series and each class thereof will be specified in the related Prospectus Supplement. Payments of principal will be made on each Payment Date to the class or classes of Bonds entitled thereto in accordance with the provisions described in such Prospectus Supplement. Interest Only Bonds with no Bond Principal Amount are not entitled to any payments of principal. Components To the extent specified in the related Prospectus Supplement, payment on a class of Bonds may be based on a combination of two or more different components as described under "--General" above. To such extent, the descriptions set forth under "--Payments of Interests on the Bonds" and "--Payments of Principal of the Bonds" above also relate to components of such a class of Bonds. In such case, reference in such sections to Bond Principal Amount and interest rate refer to the principal balance, if any, of any such component and the interest rate, if any, on any such component, respectively. Payments on the Bonds of Prepayment Premiums or in Respect of Equity Participations If so provided in the related Prospectus Supplement, Prepayment Premiums or payments in respect of Equity Participations that are collected on the Mortgage Loans with respect to such Series of Bonds will be paid on each Payment Date to the class or classes of Bonds entitled thereto in accordance with the provisions described in such Prospectus Supplement. Allocation of Losses and Shortfalls If so provided in the Prospectus Supplement for a Series of Bonds consisting of one or more classes of Subordinate Bonds, on any Payment Date in respect of which losses or shortfalls in collections on the Mortgage Loans have been incurred, the amount of such losses or shortfalls will be borne first by a class of Subordinate Bonds in the priority and manner and subject to the limitations specified in such Prospectus Supplement. See "Description of Credit Support" for a description of the types of protection that may be included in shortfalls on Mortgage Loans. Advances in Respect of Delinquencies With respect to any Series of Bonds, if so provided in the related Prospectus Supplement, a Servicer or another entity described therein will be required as part of its servicing responsibilities to advance on or before each Payment Date its own funds or funds held in the Payment Account that are not included in the Available Payment Amount for such Payment Date, in an amount equal to the aggregate of payments of principal (other than any balloon payments) and interest (net of related servicing fees and Retained Interest) that were due on the Mortgage Loans constituting the related Collateral and were delinquent on the related Determination Date, subject to such Servicer's (or another entity's) good faith determination that such advances will be reimbursable from Related Proceeds (as defined below). In the case of a Series of Bonds that includes one or more classes of Subordinate Bonds and if so provided in the related Prospectus Supplement, each Servicer's (or another entity's) advance obligation may be limited only to the portion of such delinquencies necessary to make the required payments on one or more classes of Senior Bonds and/or may be subject to such Servicer's (or another entity's) good faith determination that such advances will be reimbursable not only from Related Proceeds but also from collections on other Collateral otherwise payable on one or more classes of such Subordinate Bonds. See "Description of Credit Support." Advances are intended to maintain a regular flow of scheduled interest and principal payments to holders of the class or classes of Bonds entitled thereto, rather than to guarantee or insure against losses. Advances of a Servicer's (or another entity's) funds will be reimbursable only out of related recoveries on the Mortgage Loans (including amounts received under any form of Credit Support) respecting which such advances were made (as to any Mortgage Loan, "Related Proceeds") and from any other amounts specified in the related Prospectus Supplement, including out of any amounts otherwise payable on one or more classes of Subordinate Bonds of such Series; provided, however, that any such advance will be reimbursable from any amounts in the Payment Account prior to any payments being made on the Bonds to the extent that a Servicer (or such other entity) shall determine in good faith that such advance (a "Nonrecoverable Advance") is not ultimately recoverable from Related Proceeds or, if applicable, from collections on other Collateral otherwise payable on such Subordinate Bonds. If advances have been made by a Servicer from excess funds in the Payment Account, such Servicer is required to replace such funds in the Payment Account on any future Payment Date to the extent that funds in the Payment Account on such Payment Date are less than payments required to be made to Bondholders on such date. If so specified in the related Prospectus Supplement, the obligations of a Servicer (or another entity) to make advances may be secured by a cash advance reserve fund, a surety bond, a letter of credit or another form of limited guaranty. If applicable, information regarding the characteristics of, and the identity of any obligor on, any such surety bond, will be set forth in the related Prospectus Supplement. If and to the extent so provided in the related Prospectus Supplement, a Servicer (or another entity) will be entitled to receive interest at the rate specified therein on its outstanding advances and will be entitled to pay itself such interest periodically from general collections on the Collateral prior to any payment to Bondholders or as otherwise provided in the related Agreement and described in such Prospectus Supplement. Reports to Bondholders With each payment to holders of any class of Bonds of a Series, the Master Servicer or the Indenture Trustee, as provided in the related Prospectus Supplement, will forward or cause to be forwarded to each such holder, to the Depositor and to such other parties as may be specified in the related Agreement, a statement setting forth some or all of the following items, in each case to the extent applicable and available: (i) the amount of such payment to holders of Bonds of such class applied to reduce the Bond Principal Amount thereof; (ii) the amount of such payment to holders of Bonds of such class allocable to Accrued Bond Interest; (iii) the amount of such payment allocable to (a) Prepayment Premiums and (b) payments on account of Equity Participations; (iv) the amount of related servicing compensation received by each Servicer; (v) the aggregate amount of advances included in such payment, and the aggregate amount of any unreimbursed advances at the close of business on such Payment Date; (vi) the aggregate principal balance of the Mortgage Loans at the close of business on such Payment Date; (vii) the number and aggregate principal balance of Mortgage Loans in respect of which (a) one scheduled payment is delinquent, (b) two scheduled payments are delinquent, (c) three or more scheduled payments are delinquent and (d) foreclosure proceedings have been commenced; (viii) with respect to each Mortgage Loan that is delinquent two or more months, (a) the loan number thereof, (b) the unpaid balance thereof, (c) whether the delinquency is in respect of any balloon payment, (d) the aggregate amount of unreimbursed servicing expenses and unreimbursed advances in respect thereof, (e) if applicable, the aggregate amount of any interest accrued and payable on related servicing expenses and related advances assuming such Mortgage Loan is subsequently liquidated through foreclosure, (f) whether a notice of acceleration has been sent to the Mortgagor and, if so, the date of such notice, (g) whether foreclosure proceedings have been commenced and, if so, the date so commenced and (h) if such Mortgage Loan is more than three months delinquent and foreclosure has not been commenced, the reason therefor; (ix) with respect to any Mortgage Loan liquidated (other than by payment in full) during the related Due Period (unless a different period is specified in the related Prospectus Supplement, a "Due Period" with respect to any Payment Date will commence on the second day of the month in which the immediately preceding Payment Date occurs, or the day after the Cut-off Date in the case of the first Due Period, and will end on the first day of the month of the related Payment Date), (a) the loan number thereof, (b) the manner in which it was liquidated and (c) the aggregate amount of liquidation proceeds received; (x) with respect to any Mortgage Loan liquidated during the related Due Period, (a) the portion of such liquidation proceeds payable or reimbursable to each Servicer (or any other entity) in respect of such Mortgage Loan and (b) the amount of any loss to Bondholders; (xi) with respect to each Mortgaged Property acquired on behalf of the Issuer through foreclosure or deed in lieu of foreclosure (upon acquisition, an "REO Property") relating to a Mortgage Loan and included as a Trust Asset as of the end of the related Due Period, (a) the loan number of the related Mortgage Loan and (b) the date of acquisition; (xii) with respect to each REO Property relating to a Mortgage Loan and included as a Trust Asset as of the end of the related Due Period, (a) the book value, (b) the principal balance of the related Mortgage Loan immediately following such Payment Date (calculated as if such Mortgage Loan were still outstanding taking into account certain limited modifications to the terms thereof specified in the Agreement), (c) the aggregate amount of unreimbursed servicing expenses and unreimbursed advances in respect thereof and (d) if applicable, the aggregate amount of interest accrued and payable on related servicing expenses and related advances; (xiii) with respect to any such REO Property sold during the related Due Period (a) the loan number of the related Mortgage Loan, (b) the aggregate amount of sale proceeds, (c) the portion of such sales proceeds payable or reimbursable to each Servicer in respect of such REO Property or the related Mortgage Loan and (d) the amount of any loss to Bondholders in respect of the related Mortgage Loan; (xiv) the aggregate Bond Principal Amount or notional amount, as the case may be, of each class of Bonds (including any class of Bonds not offered hereby) at the close of business on such Payment Date, separately identifying any reduction in such Bond Principal Amount due to the allocation of any loss and increase in the Bond Principal Amount of a class of Accrual Bonds in the event that Accrued Bond Interest has been added to such balance; (xv) the aggregate amount of principal prepayments made during the related Due Period; (xvi) the aggregate Accrued Bond Interest and unpaid Accrued Bond Interest, if any, on each class of Bonds at the close of business on such Payment Date; (xvii) in the case of Bonds with a variable interest rate, the interest rate applicable to such Payment Date, and, if available, the immediately succeeding Payment Date, as calculated in accordance with the method specified in the related Prospectus Supplement; (xviii) in the case of Bonds with a floating interest rate, for statements to be distributed in any month in which an adjustment date occurs, the floating interest rate applicable to such Payment Date and the immediately succeeding Payment Date as calculated in accordance with the method specified in the related Prospectus Supplement; (xix) as to any Series which includes Credit Support, the amount of coverage of each instrument of Credit Support included therein as of the close of business on such Payment Date; and (xx) the aggregate amount of payments by the Mortgagors of (a) default interest, (b) late charges and (c) assumption and modification fees collected during the related Due Period. In the case of information furnished pursuant to subclauses (i)-(iv) above, the amounts shall be expressed as a dollar amount per minimum denomination of Bonds or for such other specified portion thereof. In addition, in the case of information furnished pursuant to subclauses (i), (ii), (xiv), (xvi) and (xvii) above, such amounts shall also be provided with respect to each component, if any, of a class of Bonds. The Prospectus Supplement for each Series of Offered Bonds will describe any additional information to be included in reports to the holders of such Bonds. Within a reasonable period of time after the end of each calendar year, the Master Servicer or the Indenture Trustee, as provided in the related Prospectus Supplement, shall furnish to each person who at any time during the calendar year was a holder of a Bond a statement containing the information set forth in subclauses (i)-(iv) above, aggregated for such calendar year or the applicable portion thereof during which such person was a Bondholder. Such obligation of the Master Servicer or the Indenture Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Master Servicer or the Indenture Trustee pursuant to any requirements of the Code as are from time to time in force. Unless and until Definitive Bonds are issued, such statements or reports will be forwarded by the Master Servicer or the Indenture Trustee to Cede or such other person specified in the related Prospectus Supplement. Such statements or reports may be available to Beneficial Owners upon request to DTC or their respective Participant or Indirect Participant. In addition, the Indenture Trustee shall furnish a copy of any such statement or report to any Beneficial Owner which requests such copy and certifies to the Indenture Trustee or the Master Servicer, as applicable, that it is the Beneficial Owner of a Bond. See "Description of the Bonds--Book-Entry Registration and Definitive Bonds." Special Redemption of Bonds If so specified in the related Prospectus Supplement, the Bonds of any Series may be subject to special redemption on the day of any month specified therein if, as a result of the prepayment experience on the Mortgage Loans securing such Bonds or the low yield available for reinvestment or both, the Indenture Trustee determines (based on assumptions specified in the Indenture and after giving effect to the amounts, if any, available to be withdrawn from or under any reserve fund or instrument constituting Credit Support or a Cash Flow Agreement for such Series) that the amount anticipated to be available in the Payment Account for such Series on the next Payment Date, is anticipated to be insufficient to pay debt service on the Bonds of such Series on such Payment Date. The principal amount of Bonds of such Series required to be so redeemed will not exceed the amount of principal otherwise required to be paid on the next Payment Date. Therefore, the primary result of such a special redemption of Bonds is payment of principal prior to the next scheduled Payment Date. To the extent described in the related Prospectus Supplement, Bonds of any Series may be subject to special redemption in whole or in part following certain defaults under an instrument of Credit Support and in certain other events. All payments of principal pursuant to any special redemption will be made in the order of priority and in the manner specified in the related Prospectus Supplement. Notice of any special redemption will be mailed by the Issuer or the Indenture Trustee prior to the Special Redemption Date. The Redemption Price for any Bonds so redeemed will be equal to 100% (or such other percentage specified in the related Prospectus Supplement) of the principal amount of such Bonds (or portions thereof) so redeemed, together with interest accrued thereon to the date specified in the related Prospectus Supplement. Optional Redemption of Bonds The Issuer may, at its option and if so specified in the related Prospectus Supplement, redeem, in whole or in part, one or more classes of Bonds of any Series on any Payment Date on or after the dates, if any, specified in such Prospectus Supplement. Notice of such redemption will be given by the Issuer or Indenture Trustee prior to the anticipated date of redemption. The Redemption Price for any Bonds so redeemed will be equal to 100% of the principal amount of such Bonds, or the portions thereof, so redeemed, together with interest accrued thereon to the date specified in the related Prospectus Supplement. Any such optional redemption may occur at a time when a significant portion of the aggregate Bond Principal Amount of all the classes of Bonds that will be so redeemed, remains outstanding (that is, a time when the aggregate Bond Principal Amount of such classes of Bonds is greater than 25% of the initial aggregate Bond Principal Amount thereof). The maximum aggregate Bond Principal Amount of the Bonds of any Series that may be outstanding before any optional redemption may be effected will be disclosed in the related Prospectus Supplement. Book-Entry Registration and Definitive Bonds If so provided in the related Prospectus Supplement, one or more classes of the Offered Bonds of any Series will be issued as Book-Entry Bonds, and each such class will be represented by one or more single Bonds registered in the name of a nominee for the depository, The Depository Trust Company ("DTC"). DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the Uniform Commercial Code ("UCC") and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC was created to hold securities for its participating organizations ("Participants") and facilitate the clearance and settlement of securities transactions between Participants through electronic book-entry changes in their accounts, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly ("Indirect Participants"). Investors that are not Participants or Indirect Participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in Book-Entry Bonds may do so only through Participants and Indirect Participants or in such other manner as is provided for in the related Prospectus Supplement. In addition, such investors ("Beneficial Owners") will receive all payments on the Book-Entry Bonds through DTC and its Participants. Under a book-entry format, Beneficial Owners will receive payments after the related Payment Date because, while payments are required to be forwarded to Cede & Co., as nominee for DTC ("Cede"), on each such date DTC will forward such payments to its Participants which thereafter will be required to forward them to Indirect Participants or Beneficial Owners. The only "Bondholder" (as such term is used in an Agreement) will be Cede, as nominee of DTC or such other entity specified in the related Prospectus Supplement, and the Beneficial Owners will not be recognized by the Indenture Trustee as Bondholders under the Agreements. Beneficial Owners will be permitted to exercise the rights of Bondholders under the related Agreements only indirectly through the Participants who in turn will exercise their rights through DTC. Under the rules, regulations and procedures creating and affecting DTC and its operations, DTC is required to make book-entry transfers among Participants on whose behalf it acts with respect to the Book-Entry Bonds and is required to receive and transmit payments of principal of and interest on the Book-Entry Bonds. Participants and Indirect Participants with which Beneficial Owners have accounts with respect to the Book-Entry Bonds similarly are required to make book-entry transfers and receive and transmit such payments on behalf of their respective Beneficial Owners. Because DTC can act only on behalf of Participants, who in turn act on behalf of Indirect Participants and certain banks, the ability of a Beneficial Owner to pledge its interest in the Book-Entry Bonds to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of its interest in the Book-Entry Bonds, may be limited due to the lack of a physical certificate evidencing such interest. DTC will take action permitted to be taken by a Bondholder under an Agreement only at the direction of one or more Participants to whose account with DTC interests in the Book-Entry Bonds are credited. Under DTC's procedures, DTC will take actions permitted to be taken by Holders of any class of Book-Entry Bonds under an Agreement only at the direction of one or more Participants to whose account the Book-Entry Bonds are credited and whose aggregate holdings represent no less than any minimum amount of Voting Rights required therefor. Therefore, Beneficial Owners will only be able to exercise their Voting Rights to the extent permitted, and subject to the procedures established, by their Participant and/or Indirect Participant, as applicable. DTC may take conflicting actions with respect to any action of Bondholders of any class to the extent that Participants authorize such actions. None of the Servicers, the Depositor, the Indenture Trustee or any of their respective affiliates will have any liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Book-Entry Bonds, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Bonds initially issued in book-entry form will be issued as Definitive Bonds to Beneficial Owners or their nominees, rather than to DTC or its nominee only (i) if the Depositor advises the Indenture Trustee in writing that DTC is no longer willing or able to properly discharge its responsibilities as depository with respect to the Bonds and the Depositor is unable to locate a qualified successor, (ii) if the Depositor, at its option, elects to terminate the book-entry system through DTC or (iii) in accordance with such other provisions described in the related Prospectus Supplement. Upon the occurrence of either of the events described in the immediately preceding paragraph, DTC is required to notify all Participants of the availability through DTC of Definitive Bonds for the Beneficial Owners. Upon surrender by DTC of the certificate or certificates representing the Book-Entry Bonds, together with instructions for reregistration, the Indenture Trustee will issue (or cause to be issued) to the Beneficial Owners identified in such instructions the Definitive Bonds to which they are entitled, and thereafter the Indenture Trustee will recognize the holders of such Definitive Bonds as Bondholders under the Agreement. DESCRIPTION OF THE AGREEMENTS The Bonds of each Series will be issued by an Owner Trust pursuant to an indenture (the "Indenture") between the related Owner Trust and an indenture trustee (the "Indenture Trustee") named in the related Prospectus Supplement. The Owner Trust will be established pursuant to a deposit trust agreement (each, a "Deposit Trust Agreement") between the Depositor and an owner trustee (the "Owner Trustee") named in the Prospectus Supplement relating to such Series of Bonds. The Mortgage Loans will be serviced in accordance with a servicing agreement (a "Servicing Agreement") among the Issuer, the Indenture Trustee and a Master Servicer and a Special Servicer named in the Prospectus Supplement relating to such Series of Bonds. A manager or administrator will be appointed pursuant to an administration agreement (the "Administration Agreement") to administer certain duties of the Issuer relating to each Series of Bonds. The provisions of each Agreement will vary depending upon the nature of the Bonds to be issued thereunder and the nature of the related Collateral. Forms of an Indenture, Deposit Trust Agreement, Servicing Agreement and Administration Agreement have been filed as an exhibit to the Registration Statement of which this Prospectus is a part. The following summaries describe certain material provisions that may appear in the Indenture and the Servicing Agreement. The Prospectus Supplement for a Series of Bonds will describe any provision of the Agreements relating to such Series that materially differs from the description thereof contained in this Prospectus. The summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the Agreements relating to each Series of Bonds and the description of such provisions in the related Prospectus Supplement. As used herein with respect to any Series, the term "Bond" refers to all of the Bonds of that Series, whether or not offered hereby and by the related Prospectus Supplement, unless the context otherwise requires. The Depositor will provide a copy of the Agreements (without exhibits) relating to any Series of Bonds without charge upon written request of a holder of a Bond of such Series addressed to the Indenture Trustee specified in the related Prospectus Supplement. Pledge of Mortgage Loans; Deposit of Release Price or Substitution At the time of issuance of any Series of Bonds, the Issuer will grant to the designated Indenture Trustee to secure payment of the Bonds of such Series a security interest in, among other things, the Mortgage Loans, to be included as part of the related Collateral, together with all principal and interest to be received on or with respect to such Mortgage Loans after the related Cut-off Date, other than principal and interest due on or before the related Cut-off Date and other than any Retained Interest (as defined herein). The Indenture Trustee will hold such Mortgage Loans as security only for that Series of Bonds, and holders of the Bonds of such Series will be entitled to the equal and proportionate benefits of such security, subject to the express subordination of certain classes thereof. In addition, the Indenture Trustee will, concurrently with such grant, deliver such Bonds to or at the direction of the Issuer. Each Mortgage Loan to be included as part of the related Collateral will be identified in a schedule appearing as an exhibit to the related Indenture. Such schedule generally will include detailed information to the extent available and relevant in respect of each Mortgage Loan included as part of the related Collateral, including without limitation, the address of the related Mortgaged Property and type of such property, the Mortgage Interest Rate and, if applicable, the applicable index, margin, adjustment date and any rate cap information, the original and remaining term to maturity, the original and outstanding principal balance and balloon payment, if any, the Value, Loan-to-Value Ratio and the Debt Service Coverage Ratio as of the date indicated and payment and prepayment provisions, if applicable. With respect to each Mortgage Loan to be included as part of the related Collateral, the Issuer will deliver or cause to be delivered to the Indenture Trustee (or to the custodian acting on its behalf) certain loan documents, which will generally include the original Mortgage Note endorsed, without recourse, in blank or to the order of the Indenture Trustee, the original Mortgage (or a certified copy thereof) with evidence of recording indicated thereon and an assignment of the Mortgage to the Indenture Trustee in recordable form. Notwithstanding the foregoing, the Collateral for a Series of Bonds may include Mortgage Loans where the original Mortgage Note is not delivered to the Indenture Trustee if the Issuer delivers to the Indenture Trustee or the custodian, an affidavit certifying that the original thereof has been lost or destroyed, together with, if available, a copy or a duplicate original of the Mortgage Note. With respect to such Mortgage Loans, the Indenture Trustee (or its nominee) may not be able to enforce the Mortgage Note against the related borrower. The related Agreements will generally require that the Issuer or another party specified in the related Prospectus Supplement promptly cause each such assignment of Mortgage to be recorded in the appropriate public office for real property records, except in states where, in the opinion of counsel acceptable to the Indenture Trustee, such recording is not required to protect the Indenture Trustee's interest in the related Mortgage Loan against the claim of any subsequent transferee or any successor to or creditor of the Issuer, the Servicer, the relevant Asset Seller or any other prior holder of the Mortgage Loan. The Indenture Trustee (or a custodian) will review such Mortgage Loan documents within a specified period of days after receipt thereof, and the Indenture Trustee (or a custodian) will hold such documents in trust for the benefit of the Bondholders. If any such document is found to be missing or defective in any material respect, the Indenture Trustee (or such custodian) shall immediately notify the Issuer or another entity specified in the related Prospectus Supplement. If the Issuer cannot cure the omission or defect within a specified number of days after receipt of such notice, then the Issuer or such other entity specified in the related Prospectus Supplement will be obligated, within a specified number of days of receipt of such notice, to remove the related Mortgage Loan as part of the related Collateral and pay to the Indenture Trustee a cash amount equal to the sum of the unpaid principal balance thereof, plus unpaid accrued interest thereon at the Mortgage Interest Rate from the date as to which interest was last paid to the due date in the Due Period in which the relevant removal is to occur, plus certain servicing expenses that are reimbursable to each Servicer or such other amount as specified in the related Prospectus Supplement (the "Release Price") or substitute for such Mortgage Loan. This deposit and removal or substitution obligation constitutes the sole remedy available to the Bondholders or the Indenture Trustee for omission of, or a material defect in, a constituent document. To the extent specified in the related Prospectus Supplement, in lieu of curing any omission or defect in the Mortgage Loan or paying the Indenture Trustee the Release Price or substituting for such Mortgage Loan, the Issuer or other named entity may agree to cover any losses suffered with respect to the Collateral as a result of such breach or defect. If so provided in the related Prospectus Supplement, the Issuer will, as to some or all of the Mortgage Loans, deliver or cause to be delivered to the Indenture Trustee the related Lease Assignments. In certain cases, the Indenture Trustee, or Sub-Servicer, as applicable, may collect all moneys under the related Leases and distribute amounts, if any, required under the Lease for the payment of maintenance, insurance and taxes, to the extent specified in the related Lease agreement. The Indenture Trustee, or if so specified in the Prospectus Supplement, the Master Servicer, as agent for the Indenture Trustee, may hold the Lease in trust for the benefit of the Bondholders. Representations and Warranties; Repurchases and Other Remedies To the extent provided in the related Prospectus Supplement the Issuer will, with respect to each Mortgage Loan included as part of the related Collateral, make or assign, or cause to be made or assigned, certain representations and warranties, as of a specified date (the person making such representations and warranties, the "Warranting Party") covering, by way of example, the following types of matters: (i) the accuracy of the information set forth for such Mortgage Loan on the schedule of Mortgage Loans appearing as an exhibit to the related Agreement; (ii) the existence of title insurance insuring the lien priority of the Mortgage Loan; (iii) the authority of the Warranting Party to sell the Mortgage Loan; (iv) the payment status of the Mortgage Loan and the status of payments of taxes, assessments and other charges affecting the related Mortgaged Property; (v) the existence of customary provisions in the related Mortgage Note and Mortgage to permit realization against the Mortgaged Property of the benefit of the security of the Mortgage; and (vi) the existence of hazard and extended perils insurance coverage on the Mortgaged Property. Any Warranting Party, if other than the Depositor, shall be an Asset Seller or an affiliate thereof or such other person acceptable to the Depositor and shall be identified in the related Prospectus Supplement. Representations and warranties made in respect of a Mortgage Loan may have been made as of a date prior to the applicable Cut-off Date. A substantial period of time may have elapsed between such date and the date of initial issuance of the related Series of Bonds secured by such Mortgage Loan. In the event of a breach of any such representation or warranty that materially and adversely affects the value of the applicable Mortgage Loan or the interest of the Bondholders therein, the Warranting Party will be obligated to either cure such breach or repurchase or replace the affected Mortgage Loan as described below. Since the representations and warranties may not address events that may occur following the date as of which they were made, the Warranting Party will have a cure, repurchase or substitution obligation in connection with a breach of such a representation and warranty only if the relevant event that causes such breach occurs prior to such date. Such party would have no such obligations if the relevant event that causes such breach occurs after such date. The Agreements will provide that the Master Servicer and/or Indenture Trustee will be required to notify promptly the relevant Warranting Party of any breach of any representation or warranty made by it in respect of a Mortgage Loan that materially and adversely affects the value of such Mortgage Loan or the interests therein of the Bondholders. If such Warranting Party cannot cure such breach within a specified period following the date on which such party was notified of such breach, then such Warranting Party will be obligated to repurchase such Mortgage Loan from the Indenture Trustee within a specified period from the date on which the Warranting Party was notified of such breach, at a price equal to the sum of the unpaid principal balance thereof, plus unpaid accrued interest thereon at the Mortgage Interest Rate from the date as to which interest was last paid to the due date in the Due Period in which the relevant purchase is to occur, plus certain servicing expenses that are reimbursable to each Servicer or such other price as specified in the related Prospectus Supplement (the "Purchase Price"), or in the case of the Issuer, remove such Mortgage Loan as part of the Collateral and pay to the Indenture Trustee the Release Price therefor. If so provided in the Prospectus Supplement for a Series, a Warranting Party, rather than repurchase a Mortgage Loan as to which a breach has occurred, will have the option, within a specified period after initial issuance of such Series of Bonds, to cause the removal of such Mortgage Loan as part of the related Collateral and substitute in its place one or more other Mortgage Loans, in accordance with the standards described in the related Prospectus Supplement. If so provided in the Prospectus Supplement for a Series, a Warranting Party, rather than repurchase or substitute a Mortgage Loan as to which a breach has occurred, will have the option to reimburse the Indenture Trustee or the Bondholders for any losses caused by such breach. This reimbursement, repurchase or substitution obligation will constitute the sole remedy available to holders of Bonds or the Indenture Trustee for a breach of representation by a Warranting Party. Neither the Depositor nor the Issuer (except to the extent that either of them is the Warranting Party) nor any Servicer will be obligated to purchase or substitute for a Mortgage Loan if a Warranting Party defaults on its obligation to do so, and no assurance can be given that Warranting Parties will carry out such obligations with respect to Mortgage Loans. Each Servicer will make certain representations and warranties regarding its authority to enter into, and its ability to perform its obligations under, the related Agreement. A breach of any such representation in a Servicing Agreement of a Master Servicer or Special Servicer which materially and adversely affects the interests of the Bondholders and which continues unremedied for thirty days after the giving of written notice of such breach to such Servicer by the Indenture Trustee or the Depositor, or to such Servicer, the Depositor and the Indenture Trustee by the holders of Bonds evidencing not less than 25% of the Voting Rights or such other percentage specified in the related Prospectus Supplement, will constitute a Servicer Event of Default under such Servicing Agreement. Accounts General. Each Servicer and/or the Indenture Trustee will, as to each Series of Bonds, establish and maintain or cause to be established and maintained one or more separate accounts for the collection of payments on the related Mortgage Loans (collectively, the "Accounts"), which must be either (i) an account or accounts the deposits in which are insured by the Bank Insurance Fund or the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation ("FDIC") (to the limits established by the FDIC) and the uninsured deposits in which are otherwise secured such that the Bondholders have a claim with respect to the funds an Account or a perfected first priority security interest against any collateral securing such funds that is superior to the claims of any other depositors or general creditors of the institution with which such Account is maintained or (ii) otherwise maintained with a bank or trust company, and in a manner, satisfactory to the Rating Agency or Agencies rating any class of Bonds of such Series. The collateral eligible to secure amounts in an Account is limited to United States government securities and other investment grade obligations specified in the Agreement ("Permitted Investments"). An Account may be maintained as an interest bearing or a non-interest bearing account and the funds held therein may be invested pending each succeeding Payment Date in certain short-term Permitted Investments. Any interest or other income earned on funds in an Account will be paid to a Servicer or its designee as additional servicing compensation to the extent provided in the related Prospectus Supplement. An Account may be maintained with an institution that is an affiliate of a Servicer provided that such institution meets the standards imposed by the Rating Agency or Agencies. If permitted by the Rating Agency or Agencies and so specified in the related Prospectus Supplement, an Account may contain funds relating to more than one Series of mortgage-backed securities and may contain other funds respecting payments on mortgage loans belonging to a Servicer or serviced or master serviced by it on behalf of others. Deposits. The appropriate Servicer will deposit or cause to be deposited in an Account on a daily basis, or such other period provided in the related Agreement, the following payments and collections received, or advances made, by such Servicer: (i) all payments on account of principal, including principal prepayments, on the Mortgage Loans; (ii) all payments on account of interest on the Mortgage Loans, including any default interest collected, in each case net of any portion thereof retained by a Servicer as its servicing compensation; (iii) all proceeds of the hazard, business interruption and general liability insurance policies to be maintained in respect of each Mortgaged Property securing a Mortgage Loan included as part of the Collateral (to the extent such proceeds are not applied to the restoration of the property or released to the Mortgagor in accordance with the normal servicing procedures of a Servicer, subject to the terms and conditions of the related Mortgage and Mortgage Note) and all proceeds of rental interruption policies, if any, insuring against losses arising from the failure of Lessees under a Lease to make timely rental payments because of certain casualty events (collectively, "Insurance Proceeds") and all other amounts received and retained in connection with the liquidation of defaulted Mortgage Loans included as part of the Collateral, by foreclosure, condemnation or otherwise ("Liquidation Proceeds"), together with the net proceeds on a monthly basis with respect to any Mortgaged Properties acquired for the benefit of Bondholders by foreclosure or by deed in lieu of foreclosure or otherwise; (iv) any advances made as described under "Description of the Bonds-Advances in Respect of Delinquencies"; (v) any amounts representing Prepayment Premiums; (vi) any amounts received from another Servicer; but excluding any income, rents and profits derived from the ownership, operation or leasing of any REO Property ("REO Proceeds") and penalties or modification fees which may be retained by such Servicer. Unless otherwise provided in the related Agreement, REO Proceeds shall be maintained in an Account by the Special Servicer. Once a month the Special Servicer and any Sub-Servicer remit funds on deposit in the Account each maintains together with any P&I Advances to the Master Servicer for deposit in an Account maintained by the Master Servicer. Withdrawals. A Servicer may, from time to time, make withdrawals from an Account for each Series of Bonds for one or more of the following purposes: (i) to reimburse a Servicer for unreimbursed amounts advanced as described under "Description of the Bonds--Advances in Respect of Delinquencies," such reimbursement to be made out of amounts received which were identified and applied by such Servicer as late collections of interest on and principal of the particular Mortgage Loans with respect to which the advances were made; (ii) to reimburse a Servicer for unpaid servicing fees earned and certain unreimbursed servicing expenses incurred with respect to Mortgage Loans and properties acquired in respect thereof, such reimbursement to be made out of amounts that represent Liquidation Proceeds and Insurance Proceeds collected on the particular Mortgage Loans and properties, and net income collected on the particular properties, with respect to which such fees were earned or such expenses were incurred; (iii) to reimburse a Servicer for any advances described in clause (i) above and any servicing expenses described in clause (ii) above which, in the Master Servicer's good faith judgment, will not be recoverable from the amounts described in clauses (i) and (ii), respectively, such reimbursement to be made from amounts collected on other Collateral or, if and to the extent so provided by the related Agreement and described in the related Prospectus Supplement, just from that portion of amounts collected on other Collateral that is otherwise payable on one or more classes of Subordinate Bonds, if any, remain outstanding, and otherwise any outstanding class of Bonds, of the related Series; (iv) if and to the extent described in the related Prospectus Supplement, to pay a Servicer interest accrued on the advances described in clause (i) above and the servicing expenses described in clause (ii) above while such remain outstanding and unreimbursed; (v) to pay a Servicer, as additional servicing compensation, interest and investment income earned in respect of amounts held in the Account; and (vi) to make any other withdrawals permitted by the related Agreement and described in the related Prospectus Supplement. If and to the extent specified in the Prospectus Supplement amounts may be withdrawn from any Account to cover additional costs, expenses or liabilities associated with: the preparation of environmental site assessments with respect to, and for containment, clean-up or remediation of hazardous wastes and materials, the proper operation, management and maintenance of any Mortgaged Property acquired for the benefit of Bondholders by foreclosure or by deed in lieu of foreclosure or otherwise, such payments to be made out of income received on such property; retaining an independent appraiser or other expert in real estate matters to determine a fair sale price for a defaulted Mortgage Loan or a property acquired in respect thereof in connection with the liquidation of such Mortgage Loan or property; and obtaining various opinions of counsel pursuant to the related Agreement for the benefit of Bondholders. Payment Account. To the extent specified in the related Prospectus Supplement, the Indenture Trustee will, as to each Series of Bonds, establish and maintain, or cause to be established and maintained, one or more separate Accounts for the collection of payments from the Master Servicer immediately preceding each Payment Date (the "Payment Account"). The Indenture Trustee will also deposit or cause to be deposited in a Payment Account the following amounts: (i) any amounts paid under any instrument or drawn from any fund that constitutes Credit Support for the related Series of Bonds as described under "Description of Credit Support"; (ii) any amounts paid under any Cash Flow Agreement, as described under "Description of the Collateral--Cash Flow Agreements"; (iii) all proceeds of any Trust Asset or, with respect to a Mortgage Loan, property acquired in respect thereof purchased by the Depositor, any Asset Seller or any other specified person, and all proceeds of any Mortgage Loan purchased as described under "Description of the Bonds--Termination" (also, "Liquidation Proceeds"); (iv) any other amounts required to be deposited in the Payment Account as provided in the related Agreement and described in the related Prospectus Supplement. The Indenture Trustee or another paying agent may, from time to time, make a withdrawal from a Payment Account to make payments to the Bondholders on each Payment Date. Other Collection Accounts. Notwithstanding the foregoing, if so specified in the related Prospectus Supplement, the Agreements for any Series of Bonds may provide for the establishment and maintenance of a separate collection account into which a Servicer will deposit on a daily basis the amounts described under "--Deposits" above for one or more Series of Bonds. Any amounts on deposit in any such collection account will be withdrawn therefrom and deposited into the appropriate Payment Account by a time specified in the related Prospectus Supplement. To the extent specified in the related Prospectus Supplement, any amounts which could be withdrawn from the Payment Account as described under "--Withdrawals" above, may also be withdrawn from any such collection account. The Prospectus Supplement will set forth any restrictions with respect to any such collection account, including investment restrictions and any restrictions with respect to financial institutions with which any such collection account may be maintained. Collection and Other Servicing Procedures Master Servicer. The Master Servicer is required under the Servicing Agreement to make reasonable efforts to collect all scheduled payments under the Mortgage Loans and will follow or cause to be followed such collection procedures as it would follow with respect to mortgage loans that are comparable to the Mortgage Loans and held for its own account, provided such procedures are consistent with (i) the terms of the Servicing Agreement, (ii) applicable law and (iii) the general servicing standard specified in the related Prospectus Supplement or, if no such standard is so specified, its normal servicing practices (in either case, the "Servicing Standard"). The Master Servicer will also be required to perform other customary functions of a servicer of comparable loans, including maintaining (or causing the Mortgagor or Lessee on each Mortgage or Lease to maintain) hazard, business interruption and general liability insurance policies (and, if applicable, rental interruption policies) as described herein and in any related Prospectus Supplement, and filing and settling claims thereunder; maintaining escrow or impoundment accounts of Mortgagors for payment of taxes, insurance and other items required to be paid by any Mortgagor pursuant to the Mortgage Loan; processing assumptions or substitutions in those cases where the applicable Servicer has determined not to enforce any applicable due-on-sale clause; attempting to cure delinquencies; supervising foreclosures; inspecting and managing Mortgaged Properties under certain circumstances; and maintaining accounting records relating to the Mortgage Loans. The Master Servicer shall monitor the actions of the Special Servicer to confirm compliance with the Agreements. A Master Servicer, as servicer of the Mortgage Loans, on behalf of itself, the Indenture Trustee and the Bondholders or such other entity specified in the related Prospectus Supplement, will present claims to the obligor under each instrument of Credit Support, and will take such reasonable steps as are necessary to receive payment or to permit recovery thereunder with respect to defaulted Mortgage Loans. See "Description of Credit Support." Special Servicer. A Mortgagor's failure to make required payments may reflect inadequate income or the diversion of that income from the service of payments due under the Mortgage Loan, and may call into question such Mortgagor's ability to make timely payment of taxes and to pay for necessary maintenance of the related Mortgaged Property. Upon the occurrence of any of the following events or such other events as may be specified in the related Prospectus Supplement (each a "Servicing Transfer Event") with respect to a Mortgage Loan, servicing for such Mortgage Loan (thereafter, a "Specially Serviced Mortgage Loan") will be transferred from the Master Servicer to the Special Servicer: (a) such Mortgage Loan becomes a defaulted Mortgage Loan, (b) the occurrence of certain events indicating the possible insolvency of the Mortgagor, (c) the receipt by the Master Servicer of a notice of foreclosure of any other lien on the related Mortgaged Property, (d) the Master Servicer determines that a payment default is imminent, (e) with respect to a Balloon Mortgage Loan, no assurances have been given as to the ability of the Mortgagor to make the final payment thereon, or (f) the occurrence of certain other events constituting defaults under the terms of such Mortgage Loan. The Special Servicer is required to monitor any Mortgage Loan which is in default, contact the Mortgagor concerning the default, evaluate whether the causes of the default can be cured over a reasonable period without significant impairment of the value of the Mortgaged Property, initiate corrective action in cooperation with the Mortgagor if cure is likely, inspect the Mortgaged Property and take such other actions as are consistent with the Servicing Standard. A significant period of time may elapse before the Special Servicer is able to assess the success of such corrective action or the need for additional initiatives. The time within which the Special Servicer makes the initial determination of appropriate action evaluates the success of corrective action, develops additional initiatives, institutes foreclosure proceedings and actually forecloses (or takes a deed to a Mortgaged Property in lieu of foreclosure) on behalf of the Bondholders, may vary considerably depending on the particular Mortgage Loan, the Mortgaged Property, the Mortgagor, the presence of an acceptable party to assume the Mortgage Loan and the laws of the jurisdiction in which the Mortgaged Property is located. Under federal bankruptcy law, the Special Servicer in certain cases may not be permitted to accelerate a Mortgage Loan or to foreclose on a Mortgaged Property for a considerable period of time. See "Certain Legal Aspects of the Mortgage Loans and the Leases." Any Agreement relating to a Series of Bonds secured by Collateral that includes Mortgage Loans may grant to the Master Servicer and/or the holder or holders of certain classes of Bonds a right of first refusal to purchase from the Owner Trust at a predetermined purchase price any such Mortgage Loan as to which a specified number of scheduled payments thereunder are delinquent. Any such right granted to the holder of an Offered Bond will be described in the related Prospectus Supplement. The related Prospectus Supplement will also describe any such right granted to any person if the predetermined purchase price is less than the Purchase Price described under "Representations and Warranties; Repurchases and Other Remedies." The Special Servicer may agree to modify, waive or amend any term of any Specially Serviced Mortgage Loan in a manner consistent with the Servicing Standard so long as the modification, waiver or amendment will not (i) affect the amount or timing of any scheduled payments of principal or interest on the Mortgage Loan or (ii) in its judgment, materially impair the security for the Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon. The Special Servicer also may generally agree to any modification, waiver or amendment that would so affect or impair the payments on, or the security for, a Mortgage Loan if, (i) in its judgment, a material default on the Mortgage Loan has occurred or a payment default is imminent and (ii) in its judgment, such modification, waiver or amendment is reasonably likely to produce a greater recovery with respect to the Mortgage Loan on a present value basis than would liquidation. The Special Servicer is required to notify the Indenture Trustee in the event of any modification, waiver or amendment of any Mortgage Loan. The Special Servicer, on behalf of the Indenture Trustee, may at any time institute foreclosure proceedings, exercise any power of sale contained in any mortgage, obtain a deed in lieu of foreclosure, or otherwise acquire title to a Mortgaged Property securing a Mortgage Loan by operation of law or otherwise, if such action is consistent with the Servicing Standard and a default on such Mortgage Loan has occurred or, in the Special Servicer's judgment, is imminent. The Special Servicer generally may not acquire title to any related Mortgaged Property or take any other action that would cause the Indenture Trustee, for the benefit of Bondholders, or any other specified person to be considered to hold title to, to be a "mortgagee-in-possession" of, or to be an "owner" or an "operator" of such Mortgaged Property within the meaning of certain federal environmental laws, unless the Special Servicer has previously determined, based on a report prepared by a person who regularly conducts environmental audits (which report will be an expense of the Issuer), that: (i) the Mortgaged Property is in compliance with applicable environmental laws; or if not, that taking such actions as are necessary to bring the Mortgaged Property in compliance therewith is reasonably likely to produce a greater recovery on a present value basis, after taking into account any risks associated therewith, than not taking such actions; and (ii) and there are no circumstances present at the Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, wastes, or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation or that, if any such materials are present, taking such action with respect to the affected Mortgaged Property is reasonably likely to produce a greater recovery on a present value basis, after taking into account any risks associated therewith, than not taking such actions. Subject to the foregoing, the Special Servicer will be required to (i) solicit bids for any Mortgaged Property so acquired in such a manner as will be reasonably likely to realize a fair price for such property and (ii) accept the first (and, if multiple bids are contemporaneously received, the highest) cash bid received from any person that constitutes a fair price. If the Issuer acquires title to any Mortgaged Property, the Special Servicer, on behalf of the Issuer, may be required to retain an independent contractor to manage and operate such property. The retention of an independent contractor, however, will not relieve the Special Servicer of any of its obligations with respect to the management and operation of such Mortgaged Property. Any such property acquired by the Issuer will be managed in a manner consistent with the management and operation of similar property by a prudent lending institution or in such other manner as specified in the related Prospectus Supplement. The limitations imposed by the related Agreements on the operations and ownership of any Mortgaged Property acquired on behalf of the Issuer may result in the recovery of an amount less than the amount that would otherwise be recovered. See "Certain Legal Aspects of the Mortgage Loans and the Leases--Foreclosure." If recovery on a defaulted Mortgage Loan under any related instrument of Credit Support is not available, the Special Servicer nevertheless will be obligated to follow or cause to be followed such normal practices and procedures as it deems necessary or advisable to realize upon the defaulted Mortgage Loan. If the proceeds of any liquidation of the property securing the defaulted Mortgage Loan are less than the outstanding principal balance of the defaulted Mortgage Loan plus interest accrued thereon at the Mortgage Interest Rate plus the aggregate amount of expenses incurred by the Special Servicer in connection with such proceedings and which are reimbursable under the Agreement, the Issuer will realize a loss in the amount of such difference. The Special Servicer will be entitled to withdraw or cause to be withdrawn from a related Account out of the Liquidation Proceeds recovered on any defaulted Mortgage Loan, prior to the payment of such Liquidation Proceeds to Bondholders, amounts representing its normal servicing compensation on the Mortgage Loan, unreimbursed servicing expenses incurred with respect to the Mortgage Loan and any unreimbursed advances of delinquent payments made with respect to the Mortgage Loan. If any property securing a defaulted Mortgage Loan is damaged and proceeds, if any, from the related hazard insurance policy are insufficient to restore the damaged property to a condition sufficient to permit recovery under the related instrument of Credit Support, if any, the Special Servicer is not required to expend its own funds to restore the damaged property unless it determines (i) that such restoration will increase the proceeds to Bondholders on liquidation of the Mortgage Loan after reimbursement of the Master Servicer for its expenses and (ii) that such expenses will be recoverable by it from related Insurance Proceeds or Liquidation Proceeds. Hazard Insurance Policies Generally, the Servicing Agreement with respect to a Series of Bonds secured by Collateral that includes Mortgage Loans will require the Master Servicer to cause the Mortgagor on each Mortgage Loan to maintain a hazard insurance policy providing for such coverage as is required under the related Mortgage. Such coverage will be in general in an amount equal to the amount necessary to fully compensate for any damage or loss to the improvements on the Mortgaged Property on a replacement cost basis or such other amount specified in the related Prospectus Supplement, but not less than the amount necessary to avoid the application of any co-insurance clause contained in the hazard insurance policy. The ability of the Master Servicer to assure that hazard insurance proceeds are appropriately applied may be dependent upon its being named as an additional insured under any hazard insurance policy and under any other insurance policy referred to below, or upon the extent to which information in this regard is furnished by Mortgagors. All amounts collected by the Master Servicer under any such policy (except for amounts to be applied to the restoration or repair of the Mortgaged Property or released to the Mortgagor in accordance with the Master Servicer's normal servicing procedures, subject to the terms and conditions of the related Mortgage and Mortgage Note) will be deposited in a related Account. In general, the standard form of fire and extended coverage policy covers physical damage to or destruction of the improvements of the property by fire, lightning, explosion, smoke, windstorm and hail, and riot, strike and civil commotion, subject to the conditions and exclusions specified in each policy. Although the policies relating to the Mortgage Loans will be underwritten by different insurers under different state laws in accordance with different applicable state forms, and therefore will not contain identical terms and conditions, the basic terms thereof are dictated by respective state laws, and most such policies typically do not cover any physical damage resulting from war, revolution, governmental actions, floods and other water-related causes, earth movement (including earthquakes, landslides and mudflows), wet or dry rot, vermin, domestic animals and certain other kinds of uninsured risks. The hazard insurance policies covering the Mortgaged Properties securing the Mortgage Loans will typically contain a co-insurance clause that in effect requires the insured at all times to carry insurance of a specified percentage (generally 80% to 90%) of the full replacement value of the improvements on the property in order to recover the full amount of any partial loss. If the insured's coverage falls below this specified percentage, such clause generally provides that the insurer's liability in the event of partial loss does not exceed the lesser of (i) the replacement cost of the improvements less physical depreciation and (ii) such proportion of the loss as the amount of insurance carried bears to the specified percentage of the full replacement cost of such improvements. Each Servicing Agreement will require the Master Servicer to cause the Mortgagor on each Mortgage Loan, or, in certain cases, the related Lessee, to maintain all such other insurance coverage with respect to the related Mortgaged Property as is consistent with the terms of the related Mortgage, which insurance may typically include flood insurance (if the related Mortgaged Property was located at the time of origination in a federally designated flood area). In addition, to the extent required by the related Mortgage, the Master Servicer may require the Mortgagor or related Lessee to maintain other forms of insurance including, but not limited to, loss of rent endorsements, business interruption insurance and comprehensive public liability insurance. Any cost incurred by the Master Servicer in maintaining any such insurance policy will be added to the amount owing under the Mortgage Loan where the terms of the Mortgage Loan so permit; provided, however, that the addition of such cost will not be taken into account for purposes of calculating the payment to be made to Bondholders. Such costs may be recovered by a Servicer from a related Account, with interest thereon, as provided by the Agreements. Rental Interruption Insurance Policy If so specified in the related Prospectus Supplement, the Master Servicer or the Mortgagors will maintain rental interruption insurance policies in full force and effect with respect to some or all of the Leases. Although the terms of such policies vary to some degree, a rental interruption insurance policy typically provides that, to the extent that a Lessee fails to make timely rental payments under the related Lease due to a casualty event, such losses will be reimbursed to the insured. If so specified in the related Prospectus Supplement, the Master Servicer will be required to pay from its servicing compensation the premiums on the rental interruption policy on a timely basis. If so specified in the Prospectus Supplement, if such rental interruption policy is canceled or terminated for any reason (other than the exhaustion of total policy coverage), the Master Servicer will exercise its best reasonable efforts to obtain from another insurer a replacement policy comparable to the rental interruption policy with a total coverage that is equal to the then existing coverage of the terminated rental interruption policy; provided that if the cost of any such replacement policy is greater than the cost of the terminated rental interruption policy, the amount of coverage under the replacement policy will be reduced to a level such that the applicable premium does not exceed, by a percentage that may be set forth in the related Prospectus Supplement, the cost of the rental interruption policy that was replaced or to such other level as specified in the related Prospectus Supplement. Any amounts collected by the Master Servicer under the rental interruption policy in the nature of insurance proceeds will be deposited in a related Account. Fidelity Bonds and Errors and Omissions Insurance The Agreements will require that the Servicers obtain and maintain in effect a fidelity bond or similar form of insurance coverage (which may provide blanket coverage) or any combination thereof insuring against loss occasioned by fraud, theft or other intentional misconduct of the officers, employees and agents of such Servicer. The related Agreements will allow a Servicer to self-insure against loss occasioned by the errors and omissions of the officers, employees and agents of the Master Servicer or the Special Servicer so long as certain criteria set forth in the Agreements are met. Due-on-Sale and Due-on-Encumbrance Provisions Certain of the Mortgage Loans may contain clauses requiring the consent of the mortgagee to any sale or other transfer of the related Mortgaged Property, or due-on-sale clauses entitling the mortgagee to accelerate payment of the Mortgage Loan upon any sale or other transfer of the related Mortgaged Property. Certain of the Mortgage Loans may contain clauses requiring the consent of the mortgagee to the creation of any other lien or encumbrance on the Mortgaged Property or due-on-encumbrance clauses entitling the mortgagee to accelerate payment of the Mortgage Loan upon the creation of any other lien or encumbrance upon the Mortgaged Property. The Master Servicer, on behalf of the Issuer, will generally exercise any right the Indenture Trustee may have as mortgagee to accelerate payment of any such Mortgage Loan or to withhold its consent to any transfer or further encumbrance. To the extent specified in the related Prospectus Supplement, any fee collected by or on behalf of the Master Servicer for entering into an assumption agreement will be retained by or on behalf of the Master Servicer as additional servicing compensation. See "Certain Legal Aspects of the Mortgage Loans and the Leases--Due-on-Sale and Due-on-Encumbrance." Retained Interest; Servicing Compensation and Payment of Expenses The Prospectus Supplement for a Series of Bonds will specify whether there will be any Retained Interest in the Mortgage Loans, and, if so, the initial owner thereof. If so, the Retained Interest will be established on a loan-by-loan basis and will be specified on an exhibit to the related Agreement. A "Retained Interest" in a Mortgage Loan represents a specified portion of the interest payable thereon. The Retained Interest will be deducted from Mortgagor payments as received and will not be part of the related Collateral. Each Servicer's primary servicing compensation with respect to a Series of Bonds will come from the periodic payment to it of a portion of the interest payment on each Mortgage Loan or such other amount specified in the related Prospectus Supplement. Since any Retained Interest and a Servicer's primary compensation are percentages of the principal balance of each Mortgage Loan, such amounts will decrease in accordance with the amortization of the Mortgage Loans. The Prospectus Supplement with respect to a Series of Bonds secured by Collateral that includes Mortgage Loans may provide that, as additional compensation, a Servicer may retain all or a portion of assumption fees, modification fees, late payment charges or Prepayment Premiums collected from Mortgagors and any interest or other income which may be earned on funds held in a related Account. The Master Servicer may, to the extent provided in the related Prospectus Supplement, pay from its servicing compensation certain expenses incurred in connection with its servicing and managing of the Mortgage Loans, including, without limitation, payment of the fees and disbursements of the Indenture Trustee and independent accountants, payment of expenses incurred in connection with payments and reports to Bondholders, and payment of any other expenses described in the related Prospectus Supplement. Certain other expenses, including certain expenses relating to defaults and liquidations on the Mortgage Loans and, to the extent so provided in the related Prospectus Supplement, interest thereon at the rate specified therein, and the fees of any Special Servicer, may be borne by the Issuer. If a Master Servicer or its designee recovers payments under any instrument of Credit Support with respect to any defaulted Mortgage Loan, the Master Servicer will be entitled to withdraw or cause to be withdrawn from the Payment Account out of such proceeds, prior to payment thereof to Bondholders, amounts representing its normal servicing compensation on such Mortgage Loan, unreimbursed servicing expenses incurred with respect to the Mortgage Loan and any unreimbursed advances of delinquent payments made with respect to the Mortgage Loan. See "Hazard Insurance Policies" and "Description of Credit Support." Evidence as to Compliance The Agreements will provide that on or before a specified date in each year, beginning on a date specified therein, a firm of independent public accountants will furnish a statement to the Indenture Trustee to the effect that, on the basis of the examination by such firm conducted substantially in compliance with either the Uniform Single Attestation Program for Mortgage Bankers, the servicing by or on behalf of each Servicer was conducted in compliance with the terms of such agreements except for any exceptions the Uniform Single Attestation Program for Mortgage Bankers requires it to report. The Agreements will also provide for delivery to the Indenture Trustee, on or before a specified date in each year, of an annual statement signed by an officer of each Servicer to the effect that such Servicer has fulfilled its obligations under the applicable Agreement throughout the preceding calendar year or other specified twelve-month period. Copies of such annual accountants' statement and such statements of officers will be obtainable by Bondholders and Beneficial Owners without charge upon written request to the Master Servicer or other entity specified in the related Prospectus Supplement at the address set forth in the related Prospectus Supplement; provided that such Beneficial Owner shall have certified to the Master Servicer that it is the Beneficial Owner of a Bond. Certain Matters Regarding each Servicer and the Depositor The Master Servicer and the Special Servicer, or a servicer for substantially all the Mortgage Loans under a Servicing Agreement will be named in the related Prospectus Supplement. Each entity serving as Servicer may be an affiliate of the Depositor and may have other normal business relationships with the Depositor or the Depositor's affiliates. The related Servicing Agreement will provide that any Servicer may resign from its obligations and duties thereunder only with the consent of the Indenture Trustee, which may not be unreasonably withheld or upon a determination that its duties under the Servicing Agreement are no longer permissible under applicable law. No such resignation will become effective until a successor servicer has assumed such Servicer's obligations and duties under the related Servicing Agreement. The Servicing Agreement will further provide that none of the Servicers, or any officer, employee, or agent thereof will be under any liability to the related Owner Trust or Bondholders for any action taken, or for refraining from the taking of any action in accordance with the Servicing standards set forth in the Servicing Agreement, in good faith pursuant to the Servicing Agreement; provided, however, that no Servicer nor any such person will be protected against any breach of a representation or warranty made in such Servicing Agreement, or against any liability specifically imposed thereby, or against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties thereunder or by reason of reckless disregard of obligations and duties thereunder. The Depositor shall be liable only to the extent of its obligations specifically imposed upon and undertaken by the Depositor. The Servicing Agreement will further provide that each Servicer will be entitled to indemnification by the related Owner Trust against any loss, liability or expense incurred in connection with any legal action relating to the related Servicing Agreement or the Mortgage Loans; provided, however, that such indemnification will not extend to any loss, liability or expense incurred by reason of misfeasance, bad faith or negligence in the performance of obligations or duties thereunder, or by reason of reckless disregard of such obligations or duties. In addition, the Servicing Agreement will provide that no Servicer will be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its responsibilities under the Servicing Agreement and which in its opinion may involve it in any expense or liability. Any Servicer may, however, with the consent of the Indenture Trustee undertake any such action which it may deem necessary or desirable with respect to the Agreement and the rights and duties of the parties thereto and the interests of the Bondholders thereunder. In such event, the legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Bondholders, and the Servicer will be entitled to be reimbursed therefor. Any person into which a Servicer or the Depositor may be merged or consolidated, or any person resulting from any merger or consolidation to which a Servicer or the Depositor is a party, or any person succeeding to the business of a Servicer or the Depositor will be the successor of such Servicer or the Depositor, as applicable, under the related Agreements. Servicer Events of Default Events of Default with respect to a Servicer under the related Agreements (a "Servicer Event of Default") will generally include (i) any failure by such Servicer to distribute or cause to be distributed to the Indenture Trustee, another Servicer or the Bondholders, any required payment within one Business Day of the date due; (ii) any failure by such Servicer to timely deliver a report that continues unremedied for two days after receipt of notice of such failure has been given to such Servicer by the Indenture Trustee or another Servicer; (iii) any failure by such Servicer duly to observe or perform in any material respect any of its other covenants or obligations under the Agreements which continues unremedied for thirty days after written notice of such failure has been given to such Servicer; (iv) any breach of a representation or warranty made by such Servicer under the Agreements which materially and adversely affects the interests of Bondholders and which continues unremedied for thirty days after written notice of such breach has been given to such Servicer; (v) certain events of insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings and certain actions by or on behalf of such Servicer indicating its insolvency or inability to pay its obligations; and (vi) any failure by such Servicer to maintain a required license to do business or service the Mortgage Loans pursuant to the related Agreements. Material variations to the foregoing Servicer Events of Default (other than to shorten cure periods or eliminate notice requirements) will be specified in the related Prospectus Supplement. The Indenture Trustee will, not later than the later of 60 days or such other period specified in the related Prospectus Supplement after the occurrence of any event which constitutes or, with notice or lapse of time or both, would constitute a Servicer Event of Default and five days after certain officers of the Indenture Trustee become aware of the occurrence of such an event, transmit by mail to the Depositor and all Bondholders of the applicable Series notice of such occurrence, unless such default shall have been cured or waived. Rights Upon Servicer Event of Default So long as a Servicer Event of Default remains unremedied, the Depositor or the Indenture Trustee may, and at the direction of holders of Bonds evidencing not less than 25% (or such other percentage specified in the related Prospectus Supplement) of the Voting Rights, the Indenture Trustee shall be required to, terminate all of the rights and obligations of the related Servicer under the related Agreement and in and to the Mortgage Loans (other than as a Bondholder or as the owner of any Retained Interest), whereupon the Master Servicer (or if such Servicer is the Master Servicer, the Indenture Trustee) will succeed to all of the responsibilities, duties and liabilities of such Servicer under the related Agreement and will be entitled to similar compensation arrangements. In the event that the Indenture Trustee is unwilling or unable so to act, it may or, at the written request of the holders of Bonds entitled to at least 25% (or such other percentage specified in the related Prospectus Supplement) of the Voting Rights, it shall be required to appoint, or petition a court of competent jurisdiction for the appointment of, a loan servicing institution acceptable to the Rating Agency with a net worth at the time of such appointment of at least $15,000,000 (or such other amount specified in the related Prospectus Supplement) to act as successor to the Master Servicer under the related Agreement. Pending such appointment, the Indenture Trustee is obligated to act in such capacity. The Indenture Trustee and any such successor may agree upon the servicing compensation to be paid, which in no event may be greater than the compensation payable to the Master Servicer under the related Agreement. The holders of Bonds of a Series representing at least 66-2/3% (or such other percentage specified in the related Prospectus Supplement) of the Voting Rights for each class of Bonds of such Series affected by any Servicer Event of Default will be entitled to waive such Servicer Event of Default; provided, however, that a Servicer Event of Default involving a failure to pay a required payment to Bondholders described in clause (i) under "Servicer Events of Default" may be waived only by all of the Bondholders. Upon any such waiver of a Servicer Event of Default, such Servicer Event of Default shall cease to exist and shall be deemed to have been remedied for every purpose under the related Agreement. No Bondholder will have the right under any Agreement to institute any proceeding with respect thereto unless such holder previously has given to the Indenture Trustee written notice of default and unless the holders of Bonds evidencing not less than 25% (or such other percentage specified in the related Prospectus Supplement) of the Voting Rights have made written request upon the Indenture Trustee to institute such proceeding in its own name as Indenture Trustee thereunder and have offered to the Indenture Trustee reasonable indemnity, and the Indenture Trustee for sixty days (or such other number of days specified in the related Prospectus Supplement) has neglected or refused to institute any such proceeding. The Indenture Trustee, however, is under no obligation to exercise any of the trusts or powers vested in it by any Agreement or to make any investigation of matters arising thereunder or to institute, conduct or defend any litigation thereunder or in relation thereto at the request, order or direction of any of the holders of Bonds covered by such Agreement, unless such Bondholders have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. As described under "Description of the Bonds--Book-Entry Registration and Definitive Bonds," unless and until Definitive Bonds are issued, Beneficial Owners may only exercise their rights as owners of Bonds indirectly through DTC, or their respective Participants and Indirect Participants. Amendment An Agreement may be amended by the parties thereto, without the consent of any of the holders of Bonds covered by the Agreement, (i) to cure any ambiguity, (ii) to correct, modify or supplement any provision therein which may be inconsistent with any other provision therein, (iii) to make any other provisions with respect to matters or questions arising under the Agreement which are not inconsistent with the provisions thereof, or (iv) to comply with any requirements imposed by the Code; provided that such amendment (other than an amendment for the purpose specified in clause (iv) above) will not (as evidenced by an opinion of counsel to such effect) adversely affect in any material respect the interests of any holder of Bonds covered by the Agreement. An Agreement may also be amended by the Depositor, the Master Servicer, if any, and the Indenture Trustee, with the consent of the holders of Bonds affected thereby evidencing not less than 51% (or such other percentage specified in the related Prospectus Supplement) of the Voting Rights, for any purpose; provided, however, that no such amendment may (i) reduce in any manner the amount of or delay the timing of, payments received or advanced on Mortgage Loans which are required to be distributed on any Bond without the consent of the holder of such Bond, (ii) adversely affect in any material respect the interests of the holders of any class of Bonds in a manner other than as described in clause (i), without the consent of the holders of all Bonds of such class or (iii) modify the provisions of such Agreement described in this paragraph without the consent of the holders of all Bonds covered by such Agreement then outstanding. The Indenture Trustee The Indenture Trustee for a Series of Bonds will be named in the related Prospectus Supplement. The commercial bank, national banking association, banking corporation or trust company serving as Indenture Trustee may have a banking relationship with the Depositor and its affiliates and with any Master Servicer and its affiliates. Duties of the Indenture Trustee The Indenture Trustee will make no representations as to the validity or sufficiency of any Agreement, the Bonds or any Trust Asset or related document and is not accountable for the use or application by or on behalf of any Servicer of any funds paid to such Servicer or its designee in respect of the Bonds or the Collateral, or deposited into or withdrawn from any Account or any other account by or on behalf of any Servicer. If no Issuer Event of Default or Servicer Event of Default has occurred and is continuing, the Indenture Trustee is required to perform only those duties specifically required under the related Agreements. However, upon receipt of the various certificates, reports or other instruments required to be furnished to it, the Indenture Trustee is required to examine such documents and to determine whether they conform to the requirements of the Agreements. Certain Matters Regarding the Indenture Trustee The Indenture Trustee and any director, officer, employee or agent of the Indenture Trustee shall be entitled to indemnification out of the Payment Account for any loss, liability or expense (including costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) incurred in connection with the Indenture Trustee's (i) enforcing its rights and remedies and protecting the interests, and enforcing the rights and remedies, of the Bondholders during the continuance of an Issuer Event of Default or Servicer Event of Default, (ii) defending or prosecuting any legal action in respect of the related Agreement or Series of Bonds, (iii) being the mortgagee of record with respect to the Mortgage Loans constituting Collateral in respect of a Series of Bond and the owner of record with respect to any Mortgaged Property acquired in respect thereof for the benefit of Bondholders, or (iv) acting or refraining from acting in good faith at the direction of the holders of the related Series of Bonds entitled to not less than 25% (or such higher percentage as is specified in the related Agreement with respect to any particular matter) of the Voting Rights for such Series; provided, however, that such indemnification will not extend to any loss, liability or expense that constitutes a specific liability of the Indenture Trustee pursuant to the related Agreement, or to any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence on the part of the Indenture Trustee in the performance of its obligations and duties thereunder, or by reason of its reckless disregard of such obligations or duties, or as may arise from a breach of any representation, warranty or covenant of the Indenture Trustee made therein. Resignation and Removal of the Indenture Trustee The Indenture Trustee may at any time resign from its obligations and duties under an Agreement by giving written notice thereof to the Depositor, the Master Servicer, if any, and all Bondholders. Upon receiving such notice of resignation, the Depositor is required promptly to appoint a successor indenture trustee acceptable to the Master Servicer, if any. If no successor indenture trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor indenture trustee. If at any time the Indenture Trustee shall cease to be eligible to continue as such under the related Agreements, or if at any time the Indenture Trustee shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Indenture Trustee and appoint a successor indenture trustee acceptable to the Master Servicer, if any. Holders of the Bonds of any Series entitled to at least 51% (or such other percentage specified in the related Prospectus Supplement) of the Voting Rights for such Series may at any time remove the Indenture Trustee without cause and appoint a successor indenture trustee. Any resignation or removal of the Indenture Trustee and appointment of a successor indenture trustee shall not become effective until acceptance of appointment by the successor indenture trustee. Certain Terms of the Indenture Issuer Events of Default. Except to the extent otherwise provided in the related Prospectus Supplement, an "Issuer Event of Default" with respect to any Series of Bonds will consist of: (i) the failure to pay all interest on and principal of any Bond of such Series by its Stated Maturity; (ii) the impairment of the validity or effectiveness of the related Indenture or any grant thereunder, or the subordination or, except as permitted thereunder, the termination or discharge of the lien of the related Indenture, or the creation of any lien, charge, security interest, mortgage or other encumbrance (other than the lien of the related Indenture or any other lien expressly permitted thereby) with respect to any part of the property subject to the lien of the related Indenture or any interest in or proceeds of such property, or the failure of the lien of the related Indenture to constitute a valid first priority perfected security interest in such property (subject only to those liens expressly permitted by the related Indenture to be prior to the lien thereof), and the continuation of any such defaults for a period of 30 days after notice to the Issuer for such Series by the designated Indenture Trustee or to the Issuer for such Series and the designated Indenture Trustee by the holders of Bonds entitled to at least 25% of the Voting Rights for such Series; (iii) any default in the observance or performance of any covenant or agreement of the Issuer made in the related Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this paragraph specifically dealt with) with respect to such Series or any representation or warranty of the Issuer made in the related Indenture, or in any certificate or other writing delivered pursuant thereto or in connection therewith, with respect to such Series proving to have been incorrect in any material respect as of the time when the same shall have been made, provided such default or the circumstance or condition in respect of which such representation or warranty was incorrect (A) shall materially and adversely affect the interests of holders of Bonds of such Series and (B) shall continue or shall not have been eliminated or otherwise remedied, as the case may be, for a period of 60 days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the holders of Bonds representing at least 25% of the Voting Rights for such Series, a written notice specifying such default or inaccuracy, as the case may be, and requiring it to be remedied and stating that such notice is a "Notice of Default" under the related Indenture; and (iv) certain events of bankruptcy, insolvency, receivership or reorganization of the Issuer for such Series. Notwithstanding the foregoing, if a Series of Bonds includes a class of Subordinate Bonds, the Indenture for such a Series may provide that certain defaults which relate only to such Subordinate Bonds shall not constitute an Issuer Event of Default with respect to such Series, under certain circumstances, and may limit the rights of holders of Subordinate Bonds to direct the Indenture Trustee to pursue remedies with respect to such defaults, or other Issuer Events of Default. Such limitations, if any, will be specified in the related Prospectus Supplement. Except to the extent otherwise provided in the related Prospectus Supplement, if an Issuer Event of Default with respect to any Series of Bonds should occur and be continuing, the Indenture Trustee for such Series may (and, upon the written request of the holders of Bonds representing more than 50% of the Voting Rights for each class of Bonds of such Series affected thereby, shall) declare all Bonds of such Series to be due and payable, together with accrued and unpaid interest thereon. Except to the extent otherwise specified in the related Prospectus Supplement, such declaration of acceleration and its consequences may under certain circumstances (including the remediation by the Issuer of all existing Issuer Events of Default with respect to such Series) be rescinded and annulled by the holders of Bonds representing more than 50% of the Voting Rights for each class of Bonds of such Series. The Indenture for each Series of Bonds will provide that the Indenture Trustee for such Series shall, within 90 days after the occurrence of an Issuer Event of Default with respect to such Series, mail to the holders of Bonds of such Series notice of all uncured or unwaived defaults known to it; provided that, except in the case of an Issuer Event of Default in the payment of the principal or purchase price of or interest on any Bond, the Indenture Trustee shall be protected in withholding such notice if it determines in good faith that the withholding of such notice is in the interest of the Bondholders of such Series. An Issuer Event of Default with respect to one Series of Bonds will not necessarily be an Issuer Event of Default with respect to any other Series of Bonds. Except to the extent otherwise provided in the related Prospectus Supplement, if following an Issuer Event of Default with respect to any Series of Bonds, the Bonds of such Series have been declared to be due and payable, the Indenture Trustee may liquidate the related Mortgage Loans, but only if: (i) each and every Bondholder of such Series consents thereto; (ii) the portion of the proceeds of such sale or liquidation that is payable to the Bondholders of such Series is sufficient to discharge in full all amounts then due and unpaid upon the Bonds of such Series for principal and interest; or (iii) the Indenture Trustee (A) determines that the Mortgage Loans securing such Series will not, taking into account any Credit Support or Cash Flow Agreement with respect to such Series, provide sufficient funds for the payment of all principal and interest on the Bonds of such Series by their respective Stated Maturities, if any, and (B) obtains the consent of the holders of Bonds representing at least 66-2/3% of the Voting Rights for each class of Bonds of such Series. In addition, if following an Issuer Event of Default with respect to any Series of Bonds, the Bonds of such Series have been declared to be due and payable, the Indenture Trustee will be required to liquidate the related Mortgage Loans (except to the extent otherwise provided in the related Prospectus Supplement) if the Bondholders of such Series so direct as described under "--Control by Bondholders" below. Except to the extent otherwise provided in the Prospectus Supplement for the Offered Bonds of any Series of Bonds, the proceeds of a sale of Mortgage Loans will be applied to the payment of amounts due the Indenture Trustee for such Series and other administrative and servicing expenses specified in the related Indenture and then distributed pro rata among the Bondholders of each class of such Series (provided that Subordinate Bonds of such Series will be subordinate to Senior Bonds of such Series to the extent provided in the related Prospectus Supplement) according to the amounts due and payable on the Bonds for principal and interest at the time such proceeds are paid by the Indenture Trustee. If the Bonds of any Series have been declared to be due and payable following an Issuer Event of Default with respect to such Series and such declaration and its consequences have not been rescinded and annulled, then (unless the related Prospectus Supplement specifies otherwise) the Indenture Trustee may, but need not, elect to maintain possession of the Mortgage Loans securing such Series; provided that the holders of Bonds of such Series shall not have directed the Indenture Trustee as described under "--Control by Bondholders" below to sell the Mortgage Loans securing such Series. It is the desire of the Issuer, the Indenture Trustee and the Bondholders of each Series that there be at all times, taking into account any Credit Support or Cash Flow Agreement with respect to a Series, sufficient funds for the payment of all principal of and interest on the Bonds of such Series by their respective Stated Maturities, if any, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Mortgage Loans securing any Series declared due and payable. In determining whether to maintain possession of the Mortgage Loans securing any Series declared due and payable, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of such Mortgage Loans for such purpose. Except to the extent otherwise provided in the related Prospectus Supplement, until the Indenture Trustee has elected or has determined not to elect to retain the Mortgage Loans securing any Series declared due and payable, and thereafter if the Indenture Trustee has elected to retain the Mortgage Loans securing any Series declared due and payable, the Indenture Trustee will continue to apply all payments, collections, distributions and other amounts received on such Mortgage Loans and/or paid or drawn under any Credit Support or Cash Flow Agreement for such Series, solely to the payment of principal of and interest on the Bonds of such Series, and to the payment of administrative and other expenses, as if there had not been such a declaration of acceleration. The Indenture Trustee shall not be deemed to have knowledge of any Issuer Event of Default unless an officer in the Indenture Trustee's corporate trust department has actual knowledge thereof. Subject to the provisions of the related Indenture regarding the duties of the Indenture Trustee in case an Issuer Event of Default in respect of any Series of Bonds shall occur and be continuing, the Indenture Trustee for such Series will be under no obligation to exercise any of the rights or powers under the related Indenture at the request or direction of any of the Bondholders of such Series, unless such Bondholders shall have offered to such Indenture Trustee reasonable security or indemnity. Control by Bondholders. Except to the extent otherwise provided in the related Prospectus Supplement, the holders of Bonds of any Series representing more than 50% of the Voting Rights for such Series shall have the right to direct the time, method and place of conducting any suit in equity, action at law or other judicial or administrative proceeding (each, a "Proceeding") for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee; provided, that: (i) such direction may not be in conflict with any rule of law or with the related Indenture; (ii) the Indenture Trustee shall have been provided with indemnity reasonably satisfactory to it; (iii) any direction to the Indenture Trustee to declare all of the Bonds of such Series to be immediately due and payable following an Issuer Event of Default, or to rescind any such declaration, shall be by the holders of Bonds representing more than 50% of the Voting Rights for such Series; (iv) any direction to the Indenture Trustee to sell or liquidate all or any portion of the Mortgage Loans securing such Series shall be by the holders of Bonds representing not less than 66-2/3% of the Voting Rights for each class of such Series (except that, notwithstanding the foregoing, if the condition to retention of the Mortgage Loans securing such Series set forth under "--Issuer Events of Default" above has been satisfied and the Indenture Trustee elects to retain such Mortgage Loans as described thereunder, then any direction to the Indenture Trustee by the holders of less than all the Bonds of such Series to sell or liquidate all or any portion of such Mortgage Loans shall be of no force and effect); and (v) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee which is not inconsistent with such direction. Notwithstanding the rights of Bondholders of any Series set forth above, the Indenture Trustee need not, however, take any action which it determines might involve it in liability or may be unjustly prejudicial to the Bondholders of such Series not consenting. Prior to the declaration of the acceleration of the maturity of the Bonds of any Series as described under "--Issuer Events of Default" above, except to the extent otherwise specified in the related Prospectus Supplement, the holders of Bonds representing more than 50% of the Voting Rights for each class of such Series may, on behalf of the holders of all the Bonds of such Series, waive any past default on the part of the Issuer with respect to such Series and its consequences, except a default: (i) in the payment of principal of or interest on any Bond, which waiver shall require the waiver by the Holders of all of the outstanding Bonds of such Series; or (ii) in respect of a covenant or provision of the related Indenture which cannot be modified or amended without the consent of the holder of each outstanding Bond of such Series, which waiver shall require the waiver by each holder of an outstanding Bond of such Series. Except to the extent otherwise specified in the related Prospectus Supplement, no holder of Bonds of any Series will have the right to institute any Proceedings with respect to the related Indenture, unless (i) such holder previously has given to the Indenture Trustee for such Series written notice of a continuing Issuer Event of Default with respect to such Series, (ii) the holders of Bonds representing more than 50% of the Voting Rights for such Series (or such other group of Bondholders of such Series as may be required for directing the Indenture Trustee to institute particular Proceedings as described in the first paragraph of this "--Control of Bondholders" section and as shall hold Bonds which, in the aggregate, represent more than 50% of the Voting Rights for such Series) shall have made written request to the Indenture Trustee to institute Proceedings in respect of such Issuer Event of Default in its own name as Indenture Trustee under the related Indenture; (iii) such holder or holders of Bonds have offered to the Indenture Trustee adequate indemnity or security satisfactory to the Indenture Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, (iv) the Indenture Trustee for such Series has, for 60 days after receipt of such notice, request and offer of indemnity, failed to institute any such Proceeding and (v) no direction inconsistent with such written request has been given to the Indenture Trustee for such Series during such 60-day period by the holders of Bonds representing more than 50% of the Voting Rights for such Series; provided, however, that in the event that the Indenture Trustee receives conflicting requests and indemnities from two or more groups of Bondholders of such Series, each representing less than a majority, by aggregate Bond Principal Amount, of such Series, the Indenture Trustee may in its sole discretion determine what action with respect to the Proceeding, if any, shall be taken. For purposes of giving the consents, waivers and directions contemplated in this "--Control by Bondholders" section and under "--Issuer Events of Default" above, Bonds held by the Issuer, the Depositor or any affiliate thereof will be deemed not to be outstanding. Satisfaction and Discharge of the Indenture. The related Indenture will be discharged as to any Series of Bonds (except with respect to certain continuing rights specified in such Indenture), (a)(1) upon the delivery to the related Indenture Trustee or other Bond registrar for cancellation of all the Bonds of such Series other than Bonds which have been mutilated, lost or stolen and have been replaced or paid and Bonds for which money has been deposited in trust for the full payment thereof (and thereafter repaid to the Issuer for such Series or discharged from such trust) as provided in such Indenture, or (2) at such time as all Bonds of such Series not previously canceled by the related Indenture Trustee or other Bond registrar have become due and payable or, within one year, will become due and payable or be called for redemption, and the Issuer for such Series shall have deposited with the related Indenture Trustee an amount sufficient to repay all of the Bonds of such Series, and further, in either such case, (b) when the Issuer for such Series shall have paid all other amounts payable under the related Indenture and certain other conditions specified in the related Indenture have been specified. Release of Collateral. Mortgage Loans may be released from the lien of an Indenture: (i) upon satisfaction and discharge of such Indenture (see "--Satisfaction and Discharge of the Indenture" above); (ii) in connection with the liquidation of a defaulted Mortgage Loan or REO Property; (iii) in connection with a material breach of a representation and warranty or the failure to deliver certain required material documentation with respect to a Mortgage Loan (see "--Pledge of Mortgage Loans; Deposit of Release Price or Substitution" and "--Representations and Warranties; Repurchases and Other Remedies" above); and (iv) as otherwise specified in the related Prospectus Supplement. List of Bondholders. Except to the extent otherwise specified in the related Prospectus Supplement, three or more Bondholders of any Series of Bonds which have each owned Bonds of such Series for at least six months may, by written application to the Indenture Trustee for such Series, request access to the list maintained by such Indenture Trustee of all holders of the same Series for the purpose of communicating with other Bondholders of such Series with respect to their rights under the related Indenture; and the Indenture Trustee will be required, with limited exception, to afford such applicants access to the most recent form of such list in the possession of the Indenture Trustee or, at the expense of such applicants, to mail copies of the particular communication to such other Bondholders. Meetings of Bondholders. Meetings of Bondholders of any Series of Bonds or class thereof may be called at any time and from time to time in connection with any of the following acts: (i) to give any notice to the Issuer or Indenture Trustee for such Series, give directions to the Indenture Trustee for such Series, consent to the waiver of any Issuer Event of Default under the related Indenture, or to take any other action authorized to be taken by Bondholders in connection therewith; (ii) to remove the Indenture Trustee for such Series or appoint a successor Indenture Trustee; (iii) to consent to the execution of supplemental indentures with respect to such Series; or (iv) to take any other action authorized to be taken by or on behalf of such Bondholders. Such meetings may be called by the Indenture Trustee, the Issuer or the holders of Bonds representing (except to the extent otherwise specified in the related Prospectus Supplement) at least 10% of the Voting Rights for such Series of Bonds. Indenture Trustee's Annual Report. The Indenture Trustee for each Series of Bonds will be required to mail each year to all Bondholders of such Series, a brief report relating to its eligibility and qualification to continue as the Indenture Trustee under the related Indenture, any amounts advanced by it under the related Indenture which remain unpaid on the date of the report, the amount, interest rate and maturity date of certain indebtedness owing by the Issuer (or any other obligor on such Series) to such Indenture Trustee in its individual capacity, the property and funds physically held by such Indenture Trustee in its capacity as such, any release or release and substitution of property subject to the lien of the related Indenture which has not been previously reported, any additional issuance of Bonds of the same Issuer not previously reported and any action taken by such Indenture Trustee which materially affects the Bonds and which has not been previously reported. Administrator. The Issuer may contract with other persons or entities to assist it in performing its duties under any Indenture and any performance of such duties (other than execution of Issuer orders, Issuer requests and officer's certificates of the Issuer) by a person or entity identified to the Indenture Trustee in an officer's certificate of the Issuer shall be deemed action taken by the Issuer for all purposes under such Indenture. Except to the extent otherwise specified in the related Prospectus Supplement, it is expected that the Issuer for each Series of Bonds will enter into an administration agreement with an administrator acceptable to the Rating Agencies rating Bonds of such Series (the "Administrator") pursuant to which advisory, administrative, accounting and clerical services will be provided to such Issuer with respect to such Series. The Indenture Trustee or Master Servicer may serve as the Administrator. In addition, under the related Indenture, the Issuer for each Series of Bonds will be responsible for certain administrative and accounting matters relating to the Bonds of such Series, and it is intended that the Administrator will perform these services on behalf of the Issuer. DESCRIPTION OF CREDIT SUPPORT General For any Series of Bonds, Credit Support may be provided with respect to one or more classes thereof or the related Mortgage Loans. Credit Support may be in the form of the subordination of one or more classes of Bonds, letters of credit, insurance policies, guarantees, the establishment of one or more reserve funds or another method of Credit Support described in the related Prospectus Supplement, or any combination of the foregoing. If so provided in the related Prospectus Supplement, any form of Credit Support may be structured so as to be drawn upon by more than one Series to the extent described therein. The coverage provided by any Credit Support for a Series of Bonds will be described in the related Prospectus Supplement. Generally, such coverage will not provide protection against all risks of loss and will not guarantee repayment of the entire Bond Principal Amount of the Bonds and interest thereon. If losses or shortfalls occur that exceed the amount covered by Credit Support or that are not covered by Credit Support, Bondholders will bear their allocable share of deficiencies. Moreover, if a form of Credit Support covers more than one Series of Bonds (each, a "Covered Trust"), holders of Bonds secured by assets of any of such Covered Trusts will be subject to the risk that such Credit Support will be exhausted by the claims of other Covered Trusts prior to such Covered Trust receiving any of its intended share of such coverage. If Credit Support is provided with respect to one or more classes of Bonds of a Series, or the related Mortgage Loans, the related Prospectus Supplement will include a description of (a) the nature and amount of coverage under such Credit Support, (b) any conditions to payment thereunder not otherwise described herein, (c) the conditions (if any) under which the amount of coverage under such Credit Support may be reduced and under which such Credit Support may be terminated or replaced and (d) the material provisions relating to such Credit Support. Additionally, the related Prospectus Supplement will set forth certain information with respect to the obligor under any instrument of Credit Support, including (i) a brief description of its principal business activities, (ii) its principal place of business, place of incorporation and the jurisdiction under which it is chartered or licensed to do business, (iii) if applicable, the identity of regulatory agencies that exercise primary jurisdiction over the conduct of its business and (iv) its total assets, and its stockholders' or policyholders' surplus, if applicable, as of the date specified in the Prospectus Supplement. See "Risk Factors--Credit Support Limitations." Subordinate Bonds If so specified in the related Prospectus Supplement, one or more classes of Bonds of a Series may be Subordinate Bonds. To the extent specified in the related Prospectus Supplement, the rights of the holders of Subordinate Bonds to receive payments of principal and interest from the Payment Account on any Payment Date will be subordinated to such rights of the holders of Senior Bonds. If so provided in the related Prospectus Supplement, the subordination of a class may apply only in the event of (or may be limited to) certain types of losses or shortfalls. The related Prospectus Supplement will set forth information concerning the amount of subordination of a class or classes of Subordinate Bonds in a Series, the circumstances in which such subordination will be applicable and the manner, if any, in which the amount of subordination will be effected. Cross-Support Provisions If the Mortgage Loans for a Series are divided into separate groups, each supporting a separate class or classes of Bonds of a Series, credit support may be provided by cross-support provisions requiring that payments be made on Senior Bonds evidencing interests in one group of Mortgage Loans prior to payments on Subordinate Bonds evidencing interests in a different group of Mortgage Loans for the same Series. The Prospectus Supplement for a Series that includes a cross-support provision will describe the manner and conditions for applying such provisions. Insurance or Guarantees with Respect to the Mortgage Loans If so provided in the Prospectus Supplement for a Series of Bonds, the Mortgage Loans included in the related Collateral will be covered for various default risks by insurance policies or guarantees. A copy of any such material instrument for a Series will be filed with the Commission as an exhibit to a Current Report on Form 8-K to be filed within 15 days of issuance of the Bonds of the related Series. Letter of Credit If so provided in the Prospectus Supplement for a Series of Bonds, deficiencies in amounts otherwise payable on such Bonds or certain classes thereof will be covered by one or more letters of credit, issued by a bank or financial institution specified in such Prospectus Supplement (the "L/C Bank"). Under a letter of credit, the L/C Bank will be obligated to honor draws thereunder in an aggregate fixed dollar amount, net of unreimbursed payments thereunder, generally equal to a percentage specified in the related Prospectus Supplement of the aggregate principal balance of the Mortgage Loans on the related Cut-off Date or of the initial aggregate Bond Principal Amount of one or more classes of Bonds. If so specified in the related Prospectus Supplement, the letter of credit may permit draws in the event of only certain types of losses and shortfalls. The amount available under the letter of credit will, in all cases, be reduced to the extent of the unreimbursed payments thereunder and may otherwise be reduced as described in the related Prospectus Supplement. The obligations of the L/C Bank under the letter of credit for each Series of Bonds will expire at the earlier of the date specified in the related Prospectus Supplement or the payment in full of the Bonds. A copy of any such letter of credit for a Series will be filed with the Commission as an exhibit to a Current Report on Form 8-K to be filed within 15 days of issuance of the Bonds of the related Series. Insurance Policies and Surety Bonds If so provided in the Prospectus Supplement for a Series of Bonds, deficiencies in amounts otherwise payable on such Bonds or certain classes thereof will be covered by insurance policies and/or surety bonds provided by one or more insurance companies or sureties. Such instruments may cover, with respect to one or more classes of Bonds of the related Series, timely payments of interest and/or full payments of principal on the basis of a schedule of principal payments set forth in or determined in the manner specified in the related Prospectus Supplement. A copy of any such instrument for a Series will be filed with the Commission as an exhibit to a Current Report on Form 8-K to be filed with the Commission within 15 days of issuance of the Bonds of the related Series. Reserve Funds If so provided in the Prospectus Supplement for a Series of Bonds, deficiencies in amounts otherwise payable on such Bonds or certain classes thereof will be covered by one or more reserve funds in which cash, a letter of credit, Permitted Investments, a demand note or a combination thereof will be deposited, in the amounts so specified in such Prospectus Supplement. The reserve funds for a Series may also be funded over time by depositing therein a specified amount of the payments received on the related Collateral as specified in the related Prospectus Supplement. Amounts on deposit in any reserve fund for a Series, together with the reinvestment income thereon, if any, will be applied for the purposes, in the manner, and to the extent specified in the related Prospectus Supplement. A reserve fund may be provided to increase the likelihood of timely payments of principal of and interest on the Bonds. If so specified in the related Prospectus Supplement, reserve funds may be established to provide limited protection against only certain types of losses and shortfalls. Following each Payment Date amounts in a reserve fund in excess of any amount required to be maintained therein may be released from the reserve fund under the conditions and to the extent specified in the related Prospectus Supplement and will not be available for further application to the Bonds. Moneys deposited in any Reserve Funds will be invested in Permitted Investments, or will remain uninvested or invested in other investments as specified in the related Prospectus Supplement. To the extent specified in the related Prospectus Supplement, any reinvestment income or other gain from such investments will be credited to the related Reserve Fund for such Series, and any loss resulting from such investments will be charged to such Reserve Fund. However, such income may be payable to any related Master Servicer or another service provider as additional compensation. The Reserve Fund for a Series of Bonds will be a part of the Collateral if and only to the extent provided in the related Prospectus Supplement. Additional information concerning any Reserve Fund will be set forth in the related Prospectus Supplement, including the initial balance of such Reserve Fund, the balance required to be maintained in the Reserve Fund, the manner in which such required balance will decrease over time, the manner of funding such Reserve Fund, the purposes for which funds in the Reserve Fund may be applied to make payments to Bondholders and use of investment earnings from the Reserve Fund, if any. CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS AND THE LEASES The following discussion contains general summaries of certain legal aspects of loans secured by commercial and multifamily residential properties that are general in nature. Because such legal aspects are governed by applicable state law (which laws may differ substantially), the summaries do not purport to be complete nor to reflect the laws of any particular state, nor to encompass the laws of all states in which the security for the Mortgage Loans is situated. The summaries are qualified in their entirety by reference to the applicable federal and state laws governing the Mortgage Loans. See "Description of the Collateral." General All of the Mortgage Loans are loans evidenced by a note or bond and secured by instruments granting a security interest in real property which may be mortgages, deeds of trust, security deeds or deeds to secure debt, depending upon the prevailing practice and law in the state in which the Mortgaged Property is located. Mortgages, deeds of trust and deeds to secure debt are herein collectively referred to as "mortgages." Any of the foregoing types of mortgages will create a lien upon, or grant a title interest in, the subject property, the priority of which will depend on the terms of the particular security instrument, as well as separate, recorded, contractual arrangements with others holding interests in the mortgaged property, the knowledge of the parties to such instrument as well as the order of recordation of the instrument in the appropriate public recording office. However, recording does not generally establish priority over governmental claims for real estate taxes and assessments and other charges imposed under governmental police powers. Types of Mortgage Instruments A mortgage either creates a lien against or constitutes a conveyance of real property between two parties: a mortgagor (the borrower and usually the owner of the subject property) and a mortgagee (the lender). In contrast, a deed of trust is a three-party instrument, among a trustor (the equivalent of a mortgagor), a trustee to whom the mortgaged property is conveyed, and a beneficiary (the lender) for whose benefit the conveyance is made. As used in this Prospectus, unless the context otherwise requires, "Mortgagor" includes the trustor under a deed of trust and a grantor under a security deed or a deed to secure debt. Under a deed of trust, the Mortgagor grants the property, irrevocably until the debt is paid, in trust, generally with a power of sale as security for the indebtedness evidenced by the related note. A deed to secure debt typically has two parties. By executing a deed to secure debt, the grantor conveys title to, as opposed to merely creating a lien upon, the subject property to the grantee until such time as the underlying debt is repaid, generally with a power of sale as security for the indebtedness evidenced by the related mortgage note. In case the Mortgagor under a mortgage is a land trust, there would be an additional party because legal title to the property is held by a land trustee under a land trust agreement for the benefit of the Mortgagor. At origination of a mortgage loan involving a land trust, the Mortgagor executes a separate undertaking to make payments on the mortgage note. The mortgagee's authority under a mortgage, the trustee's authority under a deed of trust and the grantee's authority under a deed to secure debt are governed by the express provisions of the mortgage, the law of the state in which the real property is located, certain federal laws (including, without limitation, the Soldiers' and Sailors' Civil Relief Act of 1940) and, in some cases, in deed of trust transactions, the directions of the beneficiary. Interest in Real Property The real property covered by a mortgage, deed of trust, security deed or deed to secure debt is most often the fee estate in land and improvements. However, such an instrument may encumber other interests in real property such as a tenant's interest in a lease of land or improvements, or both, and the leasehold estate created by such lease. An instrument covering an interest in real property other than the fee estate requires special provisions in the instrument creating such interest or in the mortgage, deed of trust, security deed or deed to secure debt, to protect the mortgagee against termination of such interest before the mortgage, deed of trust, security deed or deed to secure debt is paid. The Warrantying Party will make certain representations and warranties in the Agreement with respect to the Mortgage Loans which are secured by an interest in a leasehold estate. Such representation and warranties will be set forth in the Prospectus Supplement if applicable. Leases and Rents Mortgages that encumber income-producing property often contain an assignment of rents and leases, pursuant to which the Mortgagor assigns its right, title and interest as landlord under each lease and the income derived therefrom to the lender, while the Mortgagor retains a revocable license to collect the rents for so long as there is no default. Under such assignments, the Mortgagor typically assigns its right, title and interest as lessor under each lease and the income derived therefrom to the mortgagee, while retaining a license to collect the rents for so long as there is no default under the mortgage loan documentation. The manner of perfecting the mortgagee's interest in rents may depend on whether the Mortgagor's assignment was absolute or one granted as security for the loan. Failure to properly perfect the mortgagee's interest in rents may result in the loss of substantial pool of funds, which could otherwise serve as a source of repayment for such loan. If the Mortgagor defaults, the license terminates and the lender is entitled to collect the rents. Local law may require that the lender take possession of the property and/or obtain a court-appointed receiver before becoming entitled to collect the rents. In most states, hotel and motel room rates are considered accounts receivable under the UCC; generally these rates are either assigned by the Mortgagor, which remains entitled to collect such rates absent a default, or pledged by the Mortgagor, as security for the loan. In general, the lender must file financing statements in order to perfect its security interest in the rates and must file continuation statements, generally every five years, to maintain perfection of such security interest. Even if the lender's security interest in room rates is perfected under the UCC, the lender will generally be required to commence a foreclosure or otherwise take possession of the property in order to collect the room rates after a default. Even after a foreclosure, the potential rent payments from the property may be less than the periodic payments that had been due under the mortgage. For instance, the net income that would otherwise be generated from the property may be less than the amount that would have been needed to service the mortgage debt if the leases on the property are at below-market rents, or as the result of excessive maintenance, repair or other obligations which a lender succeeds to as landlord. Lenders that actually take possession of the property, however, may incur potentially substantial risks attendant to being a mortgagee in possession. Such risks include liability for environmental clean-up costs and other risks inherent in property ownership. See "Environmental Legislation" below. Personalty Certain types of Mortgaged Properties, such as hotels, motels and industrial plants, are likely to derive a significant part of their value from personal property which does not constitute "fixtures" under applicable state real property law and, hence, would not be subject to the lien of a mortgage. Such property is generally pledged or assigned as security to the lender under the UCC. In order to perfect its security interest therein, the lender generally must file UCC financing statements and, to maintain perfection of such security interest, file continuation statements generally every five years. Foreclosure General. Foreclosure is a legal procedure that allows the mortgagee to recover its mortgage debt by enforcing its rights and available legal remedies under the mortgage. If the Mortgagor defaults in payment or performance of its obligations under the note or mortgage, the mortgagee has the right to institute foreclosure proceedings to sell the mortgaged property at public auction to satisfy the indebtedness. Foreclosure procedures with respect to the enforcement of a mortgage vary from state to state. Two primary methods of foreclosing a mortgage are judicial foreclosure and non-judicial foreclosure pursuant to a power of sale granted in the mortgage instrument. There are several other foreclosure procedures available in some states that are either infrequently used or available only in certain limited circumstances, such as strict foreclosure. Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a court having jurisdiction over the mortgaged property. Generally, the action is initiated by the service of legal pleadings upon all parties having a subordinate interest of record in the real property and all parties in possession of the property, under leases or otherwise, whose interests are subordinate to the mortgage. Delays in completion of the foreclosure may occasionally result from difficulties in locating defendants. When the lender's right to foreclose is contested, the legal proceedings can be time-consuming. Upon successful completion of a judicial foreclosure proceeding, the court generally issues a judgment of foreclosure and appoints a referee or other officer to conduct a public sale of the mortgaged property, the proceeds of which are used to satisfy the judgment. Such sales are made in accordance with procedures that vary from state to state. Equitable Limitations on Enforceability of Certain Provisions. United States courts have traditionally imposed general equitable principles to limit the remedies available to a mortgagee in connection with foreclosure. These equitable principles are generally designed to relieve the Mortgagor from the legal effect of mortgage defaults, to the extent that such effect is perceived as harsh or unfair. Relying on such principles, a court may alter the specific terms of a loan to the extent it considers necessary to prevent or remedy an injustice, undue oppression or overreaching, or may require the lender to undertake affirmative and expensive actions to determine the cause of the Mortgagor's default and the likelihood that the Mortgagor will be able to reinstate the loan. In some cases, courts have substituted their judgment for the lender's and have required that lenders reinstate loans or recast payment schedules in order to accommodate Mortgagors who are suffering from a temporary financial disability. In other cases, courts have limited the right of the lender to foreclose if the default under the mortgage is not monetary, e.g., the Mortgagor failed to maintain the mortgaged property adequately or the Mortgagor executed a junior mortgage on the mortgaged property. The exercise by the court of its equity powers will depend on the individual circumstances of each case presented to it. Finally, some courts have been faced with the issue of whether federal or state constitutional provisions reflecting due process concerns for adequate notice require that a Mortgagor receive notice in addition to statutorily-prescribed minimum notice. For the most part, these cases have upheld the reasonableness of the notice provisions or have found that a public sale under a mortgage providing for a power of sale does not involve sufficient state action to afford constitutional protections to the Mortgagor. A foreclosure action is subject to most of the delays and expenses of other lawsuits if defenses are raised or counterclaims are interposed, and sometimes require several years to complete. Moreover, as discussed below, a non-collusive, regularly conducted foreclosure sale may be challenged as a fraudulent conveyance, regardless of the parties' intent, if a court determines that the sale was for less than fair consideration and such sale occurred while the Mortgagor was insolvent (or the Mortgagor was rendered insolvent as a result of such sale) and within one year (or within the state statute of limitations if the trustee in bankruptcy elects to proceed under state fraudulent conveyance law) of the filing of bankruptcy. Non-Judicial Foreclosure/Power of Sale. Foreclosure of a deed of trust is generally accomplished by a non-judicial trustee's sale pursuant to the power of sale granted in the deed of trust. A power of sale is typically granted in a deed of trust. It may also be contained in any other type of mortgage instrument. A power of sale allows a non-judicial public sale to be conducted generally following a request from the beneficiary/lender to the trustee to sell the property upon any default by the Mortgagor under the terms of the mortgage note or the mortgage instrument and after notice of sale is given in accordance with the terms of the mortgage instrument, as well as applicable state law. In some states, prior to such sale, the trustee under a deed of trust must record a notice of default and notice of sale and send a copy to the Mortgagor and to any other party who has recorded a request for a copy of a notice of default and notice of sale. In addition in some states the trustee must provide notice to any other party having an interest of record in the real property, including junior lienholders. A notice of sale must be posted in a public place and, in most states, published for a specified period of time in one or more newspapers. The Mortgagor or junior lienholder may then have the right, during a reinstatement period required in some states, to cure the default by paying the entire actual amount in arrears (without acceleration) plus the expenses incurred in enforcing the obligation. In other states, the Mortgagor or the junior lienholder is not provided a period to reinstate the loan, but has only the right to pay off the entire debt to prevent the foreclosure sale. Generally, the procedure for public sale, the parties entitled to notice, the method of giving notice and the applicable time periods are governed by state law and vary among the states. Foreclosure of a deed to secure debt is also generally accomplished by a non-judicial sale similar to that required by a deed of trust, except that the lender or its agent, rather than a trustee, is typically empowered to perform the sale in accordance with the terms of the deed to secure debt and applicable law. Public Sale. A third party may be unwilling to purchase a mortgaged property at a public sale because of the difficulty in determining the value of such property at the time of sale, due to, among other things, redemption rights which may exist and the possibility of physical deterioration of the property during the foreclosure proceedings. For these reasons, it is common for the lender to purchase the mortgaged property for an amount equal to or less than the underlying debt and accrued and unpaid interest plus the expenses of foreclosure. Generally, state law controls the amount of foreclosure costs and expenses which may be recovered by a lender. Thereafter, subject to the Mortgagor's right in some states to remain in possession during a redemption period, if applicable, the lender will become the owner of the property and have both the benefits and burdens of ownership of the mortgaged property. For example, the lender will have the obligation to pay debt service on any senior mortgages, to pay taxes, obtain casualty insurance and to make such repairs at its own expense as are necessary to render the property suitable for sale. Frequently, the lender employs a third party management company to manage and operate the property. The costs of operating and maintaining a commercial or multifamily residential property may be significant and may be greater than the income derived from that property. The costs of management and operation of those mortgaged properties which are hotels, motels, restaurants, golf courses, automobile dealerships, nursing or convalescent homes or hospitals may be particularly significant because of the expertise, knowledge and, with respect to nursing or convalescent homes or hospitals, regulatory compliance, required to run such operations and the effect which foreclosure and a change in ownership may have on the public's and the industry's (including franchisors') perception of the quality of such operations. The lender will commonly obtain the services of a real estate broker and pay the broker's commission in connection with the sale of the property. Depending upon market conditions, the ultimate proceeds of the sale of the property may not equal the lender's investment in the property. Moreover, a lender commonly incurs substantial legal fees and court costs in acquiring a mortgaged property through contested foreclosure and/or bankruptcy proceedings. Furthermore, a few states require that any environmental contamination at certain types of properties be cleaned up before a property may be resold. In addition, a lender may be responsible under federal or state law for the cost of cleaning up a mortgaged property that is environmentally contaminated. See "Environmental Legislation." Generally state law controls the amount of foreclosure expenses and costs, including attorneys' fees, that may be recovered by a lender. A junior mortgagee may not foreclose on the property securing the junior mortgage unless it forecloses subject to senior mortgages and any other prior liens, in which case it may be obliged to make payments on the senior mortgages to avoid their foreclosure. In addition, in the event that the foreclosure of a junior mortgage triggers the enforcement of a "due-on-sale" clause contained in a senior mortgage, the junior mortgagee may be required to pay the full amount of the senior mortgage to avoid its foreclosure. Accordingly, with respect to those Mortgage Loans which are junior mortgage loans, if the lender purchases the property the lender's title will be subject to all senior mortgages, prior liens and certain governmental liens. The proceeds received by the referee or trustee from the sale are applied first to the costs, fees and expenses of sale and then in satisfaction of the indebtedness secured by the mortgage under which the sale was conducted. Any proceeds remaining after satisfaction of senior mortgage debt are generally payable to the holders of junior mortgages and other liens and claims in order of their priority, whether or not the Mortgagor is in default. Any additional proceeds are generally payable to the Mortgagor. The payment of the proceeds to the holders of junior mortgages may occur in the foreclosure action of the senior mortgage or a subsequent ancillary proceeding or may require the institution of separate legal proceedings by such holders. Rights of Redemption The purposes of a foreclosure action are to enable the mortgagee to realize upon its security and to bar the Mortgagor, and all persons who have an interest in the property which is subordinate to the mortgage being foreclosed, from exercise of their "equity of redemption." The doctrine of equity of redemption provides that, until the property covered by a mortgage has been sold in accordance with a properly conducted foreclosure and foreclosure sale, those having an interest which is subordinate to that of the foreclosing mortgagee have an equity of redemption and may redeem the property by paying the entire debt with interest. In addition, in some states, when a foreclosure action has been commenced, the redeeming party must pay certain costs of such action. Those having an equity of redemption must generally be made parties and joined in the foreclosure proceeding in order for their equity of redemption to be cut off and terminated. The equity of redemption is a common-law (non-statutory) right which exists prior to completion of the foreclosure, is not waivable by the Mortgagor, must be exercised prior to foreclosure sale and should be distinguished from the post-sale statutory rights of redemption. In some states, after sale pursuant to a deed of trust or foreclosure of a mortgage, the Mortgagor and foreclosed junior lienors are given a statutory period in which to redeem the property from the foreclosure sale. In some states, statutory redemption may occur only upon payment of the foreclosure sale price. In other states, redemption may be authorized if the former Mortgagor pays only a portion of the sums due. The effect of a statutory right of redemption is to diminish the ability of the lender to sell the foreclosed property. The exercise of a right of redemption would defeat the title of any purchaser from a foreclosure sale or sale under a deed of trust. Consequently, the practical effect of the redemption right is to force the lender to maintain the property and pay the expenses of ownership until the redemption period has expired. In some states, a post-sale statutory right of redemption may exist following a judicial foreclosure, but not following a trustee's sale under a deed of trust. Anti-Deficiency Legislation Some or all of the Mortgage Loans may be nonrecourse loans, as to which recourse may be had only against the specific property securing the related Mortgage Loan and a personal money judgment may not be obtained against the Mortgagor. Even if a mortgage loan by its terms provides for recourse to the Mortgagor, some states impose prohibitions or limitations on such recourse. For example, statutes in some states limit the right of the lender to obtain a deficiency judgment against the Mortgagor following foreclosure or sale under a deed of trust. A deficiency judgment would be a personal judgment against the former Mortgagor equal to the difference between the net amount realized upon the public sale of the real property and the amount due to the lender. Some states require the lender to exhaust the security afforded under a mortgage by foreclosure in an attempt to satisfy the full debt before bringing a personal action against the Mortgagor. In certain other states, the lender has the option of bringing a personal action against the Mortgagor on the debt without first exhausting such security; however, in some of these states, the lender, following judgment on such personal action, may be deemed to have elected a remedy and may be precluded from exercising remedies with respect to the security. In some cases, a lender will be precluded from exercising any additional rights under the note or mortgage if it has taken any prior enforcement action. Consequently, the practical effect of the election requirement, in those states permitting such election, is that lenders will usually proceed against the security first rather than bringing a personal action against the Mortgagor. Finally, other statutory provisions limit any deficiency judgment against the former Mortgagor following a judicial sale to the excess of the outstanding debt over the fair market value of the property at the time of the public sale. The purpose of these statutes is generally to prevent a lender from obtaining a large deficiency judgment against the former Mortgagor as a result of low or no bids at the judicial sale. Leasehold Risks Mortgage Loans may be secured by a mortgage on a ground lease. Leasehold mortgages are subject to certain risks not associated with mortgage loans secured by the fee estate of the Mortgagor. The most significant of these risks is that the ground lease creating the leasehold estate could terminate, leaving the leasehold mortgagee without its security. The ground lease may terminate if, among other reasons, the ground lessee breaches or defaults in its obligations under the ground lease or there is a bankruptcy of the ground lessee or the ground lessor. This risk may be minimized if the ground lease contains certain provisions protective of the mortgagee, but the ground leases that secure Mortgage Loans may not contain some of these protective provisions, and mortgages may not contain the other protections discussed in the next paragraph. Protective ground lease provisions include the right of the leasehold mortgagee to receive notices from the ground lessor of any defaults by the Mortgagor; the right to cure such defaults, with adequate cure periods; if a default is not susceptible of cure by the leasehold mortgagee, the right to acquire the leasehold estate through foreclosure or otherwise; the ability of the ground lease to be assigned to and by the leasehold mortgagee or purchaser at a foreclosure sale and for the concomitant release of the ground lessee's liabilities thereunder; and the right of the leasehold mortgagee to enter into a new ground lease with the ground lessor on the same terms and conditions as the old ground lease in the event of a termination thereof. In addition to the foregoing protections, a leasehold mortgagee may require that the ground lease or leasehold mortgage prohibit the ground lessee from treating the ground lease as terminated in the event of the ground lessor's bankruptcy and rejection of the ground lease by the trustee for the debtor-ground lessor. As further protection, a leasehold mortgage may provide for the assignment of the debtor-ground lessee's right to reject a lease pursuant to Section 365 of the Bankruptcy Reform Act of 1978, as amended (Title 11 of the United States Code) (the "Bankruptcy Code"), although the enforceability of such clause has not been established. Without the protections described above, a leasehold mortgagee may lose the collateral securing its leasehold mortgage. In addition, terms and conditions of a leasehold mortgage are subject to the terms and conditions of the ground lease. Although certain rights given to a ground lessee can be limited by the terms of a leasehold mortgage, the rights of a ground lessee or a leasehold mortgagee with respect to, among other things, insurance, casualty and condemnation will be governed by the provisions of the ground lease. Bankruptcy Laws The Bankruptcy Code and related state laws may interfere with or affect the ability of a lender to realize upon collateral and/or to enforce a deficiency judgment. For example, under the Bankruptcy Code, virtually all actions (including foreclosure actions and deficiency judgment proceedings) are automatically stayed upon the filing of the bankruptcy petition, and, usually, no interest or principal payments are made during the course of the bankruptcy case. The delay and the consequences thereof caused by such automatic stay can be significant. Also, under the Bankruptcy Code, the filing of a petition in bankruptcy by or on behalf of a junior lienor may stay the senior lender from taking action to foreclose out such junior lien. Under the Bankruptcy Code, provided certain substantive and procedural safeguards for the lender are met, the amount and terms of a mortgage secured by property of the debtor may be modified under certain circumstances. In many jurisdictions, the outstanding amount of the loan secured by the real property may be reduced to the then-current value of the property (with a corresponding partial reduction of the amount of lender's security interest) pursuant to a confirmed plan or lien avoidance proceeding, thus leaving the lender a general unsecured creditor for the difference between such value and the outstanding balance of the loan. Other modifications may include the reduction in the amount of each scheduled payment, which reduction may result from a reduction in the rate of interest and/or the alteration of the repayment schedule (with or without affecting the unpaid principal balance of the loan), and/or an extension (or reduction) of the final maturity date. Some courts with federal bankruptcy jurisdiction have approved plans, based on the particular facts of the reorganization case, that effected the curing of a mortgage loan default by paying arrearages over a number of years. Also, under federal bankruptcy law, a bankruptcy court may permit a debtor through its rehabilitative plan to de-accelerate a secured loan and to reinstate the loan even though the lender accelerated the mortgage loan and final judgment of foreclosure had been entered in state court (provided no sale of the property had yet occurred) prior to the filing of the debtor's petition. This may be done even if the full amount due under the original loan is never repaid. The Bankruptcy Code has been amended to provide that a lender's perfected pre-petition security interest in leases, rents and hotel revenues continues in the post-petition leases, rents and hotel revenues, unless a bankruptcy court orders to the contrary "based on the equities of the case." Thus, unless a court orders otherwise, revenues from a Mortgaged Property generated after the date the bankruptcy petition is filed will constitute "cash collateral" under the Bankruptcy Code. Debtors may only use cash collateral upon obtaining the lender's consent or a prior court order finding that the lender's interest in the Mortgaged Properties and the cash collateral is "adequately protected" as such term is defined and interpreted under the Bankruptcy Code. It should be noted, however, that the court may find that the lender has no security interest in either pre-petition or post-petition revenues if the court finds that the loan documents do not contain language covering accounts, room rents, or other forms of personalty necessary for a security interest to attach to hotel revenues. Federal bankruptcy law provides generally that rights and obligation under an unexpired lease of the debtor/lessee may not be terminated or modified at any time after the commencement of a case under the Bankruptcy Code solely on the basis of a provision in the lease to such effect or because of certain other similar events. This prohibition on so-called "ipso facto clauses" could limit the ability of the Indenture Trustee for a Series of Bonds to exercise certain contractual remedies with respect to the Leases. In addition, Section 362 of the Bankruptcy Code operates as an automatic stay of, among other things, any act to obtain possession of property from a debtor's estate, which may delay a Indenture Trustee's exercise of such remedies for a related Series of Bonds in the event that a related Lessee or a related Mortgagor becomes the subject of a proceeding under the Bankruptcy Code. For example, a mortgagee would be stayed from enforcing a Lease Assignment by a Mortgagor related to a Mortgaged Property if the related Mortgagor was in a bankruptcy proceeding. The legal proceedings necessary to resolve the issues could be time-consuming and might result in significant delays in the receipt of the assigned rents. Similarly, the filing of a petition in bankruptcy by or on behalf of a Lessee of a Mortgaged Property would result in a stay against the commencement or continuation of any state court proceeding for past due rent, for accelerated rent, for damages or for a summary eviction order with respect to a default under the Lease that occurred prior to the filing of the Lessee's petition. Rents and other proceeds of a Mortgage Loan may also escape an assignment thereof if the assignment is not fully perfected under state law prior to commencement of the bankruptcy proceeding. See "--Leases and Rents" above. In addition, the Bankruptcy Code generally provides that a trustee or debtor-in-possession may, subject to approval of the court, (a) assume the lease and retain it or assign it to a third party or (b) reject the lease. If the lease is assumed, the trustee in bankruptcy on behalf of the lessee, or the lessee as debtor-in-possession, or the assignee, if applicable, must cure any defaults under the lease, compensate the lessor for its losses and provide the lessor with "adequate assurance" of future performance. Such remedies may be insufficient, however, as the lessor may be forced to continue under the lease with a lessee that is a poor credit risk or an unfamiliar tenant if the lease was assigned, and any assurances provided to the lessor may, in fact, be inadequate. If the lease is rejected, such rejection generally constitutes a breach of the executory contract or unexpired lease immediately before the date of filing the petition. As a consequence, the other party or parties to such lease, such as the Mortgagor, as lessor under a Lease, would have only an unsecured claim against the debtor for damages resulting from such breach, which could adversely affect the security for the related Mortgage Loan. In addition, pursuant to Section 502(b)(6) of the Bankruptcy Code, a lessor's damages for lease rejection in respect of future rent installments are limited to the rent reserved by the lease, without acceleration, for the greater of one year or 15%, not to exceed three years, of the remaining term of the lease. If a trustee in bankruptcy on behalf of a lessor, or a lessor as debtor-in-possession, rejects an unexpired lease of real property, the lessee may treat such lease as terminated by such rejection or, in the alternative, the lessee may remain in possession of the leasehold for the balance of such term and for any renewal or extension of such term that is enforceable by the lessee under applicable nonbankruptcy law. The Bankruptcy Code provides that if a lessee elects to remain in possession after such a rejection of a lease, the lessee may offset against rents reserved under the lease for the balance of the term after the date of rejection of the lease, and any such renewal or extension thereof, any damages occurring after such date caused by the nonperformance of any obligation of the lessor under the lease after such date. To the extent provided in the related Prospectus Supplement, the Lessee will agree under certain Leases to pay all amounts owing thereunder the Master Servicer without offset. To the extent that such a contractual obligation remains enforceable against the Lessee, the Lessee would not be able to avail itself of the rights of offset generally afforded to lessees of real property under the Bankruptcy Code. In a bankruptcy or similar proceeding of a Mortgagor, action may be taken seeking the recovery, as a preferential transfer or on other grounds, of any payments made by the Mortgagor, or made directly by the related Lessee, under the related Mortgage Loan to the Issuer. Payments on long-term debt may be protected from recovery as preferences if they are payments in the ordinary course of business made on debts incurred in the ordinary course of business. Whether any particular payment would be protected depends upon the facts specific to a particular transaction. A trustee in bankruptcy, in some cases, may be entitled to collect its costs and expenses in preserving or selling the mortgaged property ahead of payment to the lender. In certain circumstances, a debtor in bankruptcy may have the power to grant liens senior to the lien of a mortgage, and analogous state statutes and general principles of equity may also provide a Mortgagor with means to halt a foreclosure proceeding or sale and to force a restructuring of a mortgage loan on terms a lender would not otherwise accept. Moreover, the laws of certain states also give priority to certain tax liens over the lien of a mortgage or deed of trust. Under the Bankruptcy Code, if the court finds that actions of the mortgagee have been unreasonable, the lien of the related mortgage may be subordinated to the claims of unsecured creditors. To the extent described in the related Prospectus Supplement, certain of the Mortgagors may be partnerships. The laws governing limited partnerships in certain states provide that the commencement of a case under the Bankruptcy Code with respect to a general partner will cause a person to cease to be a general partner of the limited partnership, unless otherwise provided in writing in the limited partnership agreement. This provision may be construed as an "ipso facto" clause and, in the event of the general partner's bankruptcy, may not be enforceable. To the extent described in the related Prospectus Supplement, certain limited partnership agreements of the Mortgagors may provide that the commencement of a case under the Bankruptcy Code with respect to the related general partner constitutes an event of withdrawal (assuming the enforceability of the clause is not challenged in bankruptcy proceedings or, if challenged, is upheld) that might trigger the dissolution of the limited partnership, the winding up of its affairs and the payment of its assets, unless (i) at the time there was at least one other general partner and the written provisions of the limited partnership permit the business of the limited partnership to be carried on by the remaining general partner and that general partner does so or (ii) the written provisions of the limited partnership agreement permit the limited partners to agree within a specified time frame (often 60 days) after such withdrawal to continue the business of the limited partnership and to the appointment of one or more general partners and the limited partners do so. In addition, the laws governing general partnerships in certain states provide that the commencement of a case under the Bankruptcy Code or state bankruptcy laws with respect to a general partner of such partnerships triggers the dissolution of such partnership, the winding up of its affairs and the payment of its assets. Such state laws, however, may not be enforceable or effective in a bankruptcy case. The dissolution of a Mortgagor, the winding up of its affairs and the payment of its assets could result in an acceleration of its payment obligation under a related Mortgage Loan, which may reduce the yield on the related Series of Bonds in the same manner as a principal prepayment. In addition, the bankruptcy of the general or limited partner of a mortgagor that is a partnership, or the bankruptcy of a member of a mortgagor that is a limited liability company or the bankruptcy of a shareholder of a mortgagor that is a corporation may provide the opportunity in the bankruptcy case of such partner, member or shareholder to obtain an order from a court consolidating the assets and liabilities of the partner, member or shareholder with those of the mortgagor pursuant to the doctrines of substantive consolidation or piercing the corporate veil. In such a case, the respective Mortgaged Property, for example, would become property of the estate of such bankrupt partner, member or shareholder. Not only would the Mortgaged Property be available to satisfy the claims of creditors of such partner, member or shareholder, but an automatic stay would apply to any attempt by the Indenture Trustee to exercise remedies with respect to such Mortgaged Property. However, such an occurrence should not affect the Indenture Trustee's status as a secured creditor with respect to the mortgagor or its security interest in the Mortgaged Property. Environmental Legislation Real property pledged as security to a lender may be subject to unforeseen environmental liabilities. Of particular concern may be those Mortgaged Properties which are, or have been, the site of manufacturing, industrial, or disposal activity. Such environmental liabilities may give rise to (i) a diminution in value of property securing any Mortgage Loan, (ii) limitation on the ability to foreclose against such property or (iii) in certain circumstances as more fully described below, liability for cleanup costs or other remedial activities, which liability could exceed the value of the principal balance of the related Mortgage Loan or of such Mortgaged Property. Under the laws of many states, contamination on a property may give rise to a lien on the property for cleanup costs. In several states, such a lien has priority over all existing liens (a "superlien") including those of existing mortgages; in these states, the lien of a mortgage contemplated by this transaction may lose its priority to such a superlien. The presence of hazardous or toxic substances, or the failure to remediate such property properly, may adversely affect the market value of the property, as well as the owner's ability to sell or use the real estate or to borrow using the real estate as collateral. In addition, certain environmental laws and common law principles govern the responsibility for the removal, encapsulation or disturbance of asbestos containing materials ("ACMs") when these ACMs are in poor condition or when a property with ACMs is undergoing repair, renovation or demolition. Such laws could also be used to impose liability upon owners and operators of real properties for release of ACMs into the air that cause personal injury or other damage. In addition to cleanup and natural resource damages actions brought by federal, state, and local agencies and private parties, the presence of hazardous substances on a property may lead to claims of personal injury, property damage, or other claims by private plaintiffs. Under the federal Comprehensive Environmental Response, Compensation, and Liability Act, as amended, ("CERCLA"), and under state law in certain states, a secured party which takes a deed-in-lieu of foreclosure, purchases a mortgaged property at a foreclosure sale, or operates a mortgaged property may become liable in certain circumstances for the costs of cleaning up hazardous substances regardless of whether or not that secured party contaminated the property. Liability under some federal or state statutes may not be limited to the original or unamortized principal balance of a loan or to the value of the property securing a loan. CERCLA imposes strict, as well as joint and several, liability on several classes of potentially responsible parties, including current owners and operators of the property, regardless of whether they caused or contributed to the contamination. Many states have laws similar to CERCLA. Lenders may be held liable under CERCLA as owners or operators of a contaminated property unless they qualify for the secured-creditor exemption of CERCLA. This exemption for holders of a security interest such as a secured lender applies only in circumstances where the lender acts to protect its security interest in the contaminated facility or property. Thus, if a lender's activities encroach on the actual management of such facility or property, the lender faces potential liability as an "owner or operator" under CERCLA. Similarly, when a lender forecloses and takes title to a contaminated facility or property (whether it holds the facility or property as an investment or leases it to a third party), the lender may incur potential CERCLA liability. The scope of the secured creditor exemption was clarified in part by the enactment of the Asset Conservation, Lender Liability and Deposit Insurance Protection Act of 1996 (the "Asset Conservation Act"), which took effect on September 30, 1996. The Asset Conservation Act provides that in order to be deemed to have participated in the management of a secured property, a lender must actually participate in the operational affairs of the property or the borrower. The Asset Conservation Act also provides that participation in the management of the property does not include "merely having the capacity to influence, or unexercised right to control" operations. Rather, a lender will lose the protection of the secured creditor exclusion only if it exercises decision-making control over the borrower's environmental compliance and hazardous substance handling and disposal practices, or assumes day-to-day management of all or substantially all operational functions of the secured property. Other federal and state laws in certain circumstances may impose liability on a secured party which takes a deed-in-lieu of foreclosure, purchases a mortgaged property at a foreclosure sale, or operates a mortgaged property on which contaminants other than CERCLA hazardous substances are present. Moreover, certain federal and state statutes impose a lien for any cleanup costs incurred by the applicable governmental agency on the property that is the subject of such cleanup costs (an "environmental lien"). All subsequent liens on such property generally are subordinated to such environmental liens and, in some states, even prior recorded liens are subordinated to environmental liens. It should be noted that the secured creditor exclusion does not govern liability for cleanup costs under other federal environmental statutes. CERCLA's jurisdiction extends to the investigation and remediation of releases of "hazardous substances." The definition of "hazardous substances" under CERCLA specifically excludes petroleum products. Under federal law, the operation and management of underground petroleum storage tanks (excluding heating oil) is governed by Subtitle I of the Resource Conservation and Recovery Act ("RCRA"). The Asset Conservation Act amended RCRA to accord the holders of security interests in underground storage tanks similar protections provided to secured creditors under CERCLA. However, liability for cleanup of petroleum contamination will most likely be governed by state law, which may not provide any specific protection for secured creditors. If a lender is or becomes liable, it may bring an action for contribution against the owner or operator who created the environmental hazard, but that person or entity may be bankrupt or otherwise judgment proof. It is possible that cleanup costs could become a liability of the Issuer and occasion a loss to Bondholders in certain circumstances described above if such remedial costs were incurred. The related Agreements will provide that the Special Servicer, acting on behalf of the Indenture Trustee, may not acquire title to a Mortgaged Property or take over its operation unless the Special Servicer has previously determined, based on a report prepared by a person who regularly conducts environmental assessments, that: (i) such Mortgaged Property is in compliance with applicable environmental laws, or, if not, that taking such actions as are necessary to bring the Mortgaged Property in compliance therewith is likely to produce a greater recovery on a present value basis, after taking into account any risks associated therewith, than not taking such actions and (ii) there are no circumstances present at the Mortgaged Property relating to the use, management or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation. This requirement effectively precludes enforcement of the security for the related Mortgage Note until a satisfactory environmental inquiry is undertaken, or that, if any Hazardous Materials are present for which such action could be required, taking such actions with respect to the affected Mortgaged Property is reasonably likely to produce a greater recovery on a present value basis, after taking into account any risks associated therewith, than not taking such actions, reducing the likelihood that a given Issuer will become liable for any condition or circumstance that may give rise to any environmental claim (an "Environmental Hazard Condition") affecting a Mortgaged Property, but making it more difficult to realize on the security for the Mortgage Loan. However, there can be no assurance that any environmental assessment obtained by the Special Servicer will detect all possible Environmental Hazard Conditions, that any estimate of the costs of effecting compliance at any Mortgaged Property and the recovery thereon will be correct, or that the other requirements of the Agreement, even if fully observed by the Master Servicer or Special Servicer, as the case may be, will in fact insulate a given Issuer from liability for Environmental Hazard Conditions. Any additional restrictions on acquiring titles to a Mortgaged Property may be set forth in the related Prospectus Supplement. See "Description of the Agreements--Collection and Other Servicing Procedures--Special Servicer." The Depositor generally will not have determined whether environmental assessments have been conducted with respect to the Mortgaged Properties relating to the Mortgage Loans included in the Mortgage Pool for a Series, and it is likely that any environmental assessments which would have been conducted with respect to any of the Mortgaged Properties would have been conducted at the time of the origination of the related Mortgage Loans and not thereafter. If specified in the related Prospectus Supplement, a Warranting Party will represent and warrant that based on an environmental audit commissioned by Warranting Party, as of the date of the origination of a Mortgage Loan, the related Mortgaged Property is not affected by a Disqualifying Condition (as defined below). No such person will however, be responsible for any Disqualifying Condition which may arise on a Mortgaged Property after the date of origination of the related Mortgage Loan, whether due to actions of the Mortgagor, the Master Servicer, the Special Servicer or any other person. It may not always be possible to determine whether a Disqualifying Condition arose prior or subsequent to the date of the origination of the related Mortgage Loan. A "Disqualifying Condition" is defined generally as a condition which would reasonably be expected to (1) constitute or result in a violation of applicable environmental laws, (2) require any expenditure material in relation to the principal balance of the related Mortgage Loan to achieve or maintain compliance in all material respects with any applicable environmental laws, or (3) require substantial cleanup, remedial action or other extraordinary response under any applicable environmental laws in excess of a specified escrowed amount. "Hazardous Materials" are generally defined under several federal and state statutes, and include dangerous toxic or hazardous pollutants, chemicals, wastes or substances, including, without limitation, those so identified pursuant to CERCLA, and specifically including, asbestos and asbestos containing materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products and urea formaldehyde. Due-on-Sale and Due-on-Encumbrance Certain of the Mortgage Loans may contain due-on-sale and due-on-encumbrance clauses. These clauses generally provide that the lender may accelerate the maturity of the loan if the Mortgagor sells or otherwise transfers or encumbers the mortgaged property. Certain of these clauses may provide that, upon an attempted breach thereof by the Mortgagor of an otherwise non-recourse loan, the Mortgagor becomes personally liable for the mortgage debt. The enforceability of due-on-sale clauses has been the subject of legislation or litigation in many states and, in some cases, the enforceability of these clauses was limited or denied. However, with respect to certain loans the Garn-St. Germain Depository Institutions Act of 1982 preempts state constitutional, statutory and case law that prohibits the enforcement of due-on-sale clauses and permits lenders to enforce these clauses in accordance with their terms subject to certain limited exceptions. A Master Servicer or another person specified in the related Prospectus Supplement, on behalf of the Issuer, will determine whether to exercise any right the Indenture Trustee may have as mortgagee to accelerate payment of any such Mortgage Loan or to withhold its consent to any transfer or further encumbrance in a manner consistent with the Servicing Standard. In addition, under federal bankruptcy laws, due-on-sale clauses may not be enforceable in bankruptcy proceedings and may, under certain circumstances, be eliminated in any modified mortgage resulting from such bankruptcy proceeding. Subordinate Financing Where the Mortgagor encumbers mortgaged property with one or more junior liens, the senior lender is subjected to additional risk. First, the Mortgagor may have difficulty servicing and repaying multiple loans. In addition, if the junior loan permits recourse to the Mortgagor (as junior loans often do) and the senior loan does not, a Mortgagor may be more likely to repay sums due on the junior loan than those on the senior loan. Second, acts of the senior lender that prejudice the junior lender or impair the junior lender's security may create a superior equity in favor of the junior lender. For example, if the Mortgagor and the senior lender agree to an increase in the principal amount of or the interest rate payable on the senior loan, the senior lender may lose its priority to the extent any existing junior lender is harmed or the Mortgagor is additionally burdened. Third, if the Mortgagor defaults on the senior loan and/or any junior loan or loans, the existence of junior loans and actions taken by junior lenders can impair the security available to the senior lender and can interfere with or delay the taking of action by the senior lender. Moreover, the bankruptcy of a junior lender may operate to stay foreclosure or similar proceedings by the senior lender. Default Interest, Prepayment Premiums and Lockouts Forms of notes and mortgages used by lenders may contain provisions obligating the Mortgagor to pay a late charge or additional interest if payments are not timely made, and in some circumstances may provide for Prepayment Premiums if the obligation is paid prior to maturity or prohibit such prepayment for a specified period. In certain states, there are or may be specific limitations upon the late charges which a lender may collect from a Mortgagor for delinquent payments. Certain states also limit the amounts that a lender may collect from a Mortgagor as an additional charge if the loan is prepaid. The enforceability, under the laws of a number of states of provisions providing for Prepayment Premiums, or prohibition of, an involuntary prepayment is unclear, and no assurance can be given that, at the time a Prepayment Premium is required to be made on a Mortgage Loan in connection with an involuntary prepayment, the obligation to make such payment, or the provisions of any such prohibition, will be enforceable under applicable state law. The absence of a restraint on prepayment, particularly with respect to Mortgage Loans having higher Mortgage Interest Rates, may increase the likelihood of refinancing or other early retirements of the Mortgage Loans. Acceleration on Default The Mortgage Loans included in the Mortgage Pool for a Series will generally include a "debt-acceleration" clause, which permits the lender to accelerate the full debt upon a monetary or nonmonetary default of the Mortgagor. The courts of all states will enforce clauses providing for acceleration in the event of a material payment default after giving effect to any appropriate notices. The equity courts of the state, however, may refuse to foreclose a mortgage or deed of trust when an acceleration of the indebtedness would be inequitable or unjust or the circumstances would render the acceleration unconscionable. Furthermore, in some states, the Mortgagor may avoid foreclosure and reinstate an accelerated loan by paying only the defaulted amounts and the costs and attorneys' fees incurred by the lender in collecting such defaulted payments. Applicability of Usury Laws Title V of the Depository Institutions Deregulation and Monetary Control Act of 1980, enacted in March 1980 ("Title V"), provides that state usury limitations shall not apply to certain types of residential (including multifamily but not other commercial) first mortgage loans originated by certain lenders after March 31, 1980. A similar federal statute was in effect with respect to mortgage loans made during the first three months of 1980. The statute authorized any state to reimpose interest rate limits by adopting, before April 1, 1983, a law or constitutional provision that expressly rejects application of the federal law. In addition, even where Title V is not so rejected, any state is authorized by the law to adopt a provision limiting discount points or other charges on mortgage loans covered by Title V. Certain states have taken action to reimpose interest rate limits and/or to limit discount points or other charges. In any state in which application of Title V has been expressly rejected or a provision limiting discount points or other charges is adopted, no Mortgage Loan originated after the date of such state action will be eligible for inclusion as part of the Collateral unless (i) such Mortgage Loan provides for such interest rate, discount points and charges as are permitted in such state or (ii) such Mortgage Loan provides that the terms thereof shall be construed in accordance with the laws of another state under which such interest rate, discount points and charges would not be usurious and the Mortgagor's counsel has rendered an opinion that such choice of law provision would be given effect. Statutes differ in their provisions as to the consequences of a usurious loan. One group of statutes requires the lender to forfeit the interest due above the applicable limit or impose a specified penalty. Under this statutory scheme, the borrower may cancel the recorded mortgage or deed of trust upon paying its debt with lawful interest, and the lender may foreclose, but only for the debt plus lawful interest. A second group of statutes is more severe. A violation of this type of usury law results in the invalidation of the transaction, thereby permitting the borrower to cancel the recorded mortgage or deed of trust without any payment or prohibiting the lender from foreclosing. Certain Laws and Regulations; Types of Mortgaged Properties The Mortgaged Properties will be subject to compliance with various federal, state and local statutes and regulations. Failure to comply (together with an inability to remedy any such failure) could result in material diminution in the value of a Mortgaged Property which could, together with the possibility of limited alternative uses for a particular Mortgaged Property (e.g., a nursing or convalescent home or hospital), result in a failure to realize the full principal amount of the related Mortgage Loan. Mortgages on Mortgaged Properties which are owned by the Mortgagor under a condominium form of ownership are subject to the declaration, by-laws and other rules and regulations of the condominium association. Mortgaged Properties which are hotels or motels, golf courses, restaurants, movie theaters, car washes and automobile dealerships may present additional risk in that such Mortgaged Properties are typically operated pursuant to franchise, management and operating agreements which may be terminable by the operator, and with respect to hotels and restaurants, the transferability of operating, liquor and other licenses to the entity acquiring the hotel or restaurant either through purchases or foreclosure is subject to the vagaries of local law requirements. In addition, Mortgaged Properties which are multifamily residential properties may be subject to rent control laws, which could impact the future cash flows of such properties. Americans With Disabilities Act Under Title III of the Americans with Disabilities Act of 1990 and rules promulgated thereunder (collectively, the "ADA"), in order to protect individuals with disabilities, public accommodations (such as hotels, restaurants, movie theaters, shopping centers, hospitals, schools and social service center establishments) must remove architectural and communication barriers which are structural in nature from existing places of public accommodation to the extent "readily achievable." In addition, under the ADA, alterations to a place of public accommodation or a commercial facility are to be made so that, to the maximum extent feasible, such altered portions are readily accessible to and usable by disabled individuals. The "readily achievable" standard takes into account, among other factors, the financial resources of the affected site, owner, landlord or other applicable person. In addition to imposing a possible financial burden on the Mortgagor in its capacity as owner or landlord, the ADA may also impose such requirements on a foreclosing lender who succeeds to the interest of the Mortgagor as owner of landlord. Furthermore, since the "readily achievable" standard may vary depending on the financial condition of the owner or landlord, a foreclosing lender who is financially more capable than the Mortgagor of complying with the requirements of the ADA may be subject to more stringent requirements than those to which the Mortgagor is subject. Soldiers' and Sailors' Civil Relief Act of 1940 Under the terms of the Soldiers' and Sailors' Civil Relief Act of 1940, as amended (the "Relief Act"), a Mortgagor who enters military service after the origination of such Mortgagor's Mortgage Loan (including a Mortgagor who was in reserve status and is called to active duty after origination of the Mortgage Loan), may not be charged interest (including fees and charges) above an annual rate of 6% during the period of such Mortgagor's active duty status, unless a court orders otherwise upon application of the lender. The Relief Act applies to Mortgagors who are members of the Army, Navy, Air Force, Marines, National Guard, Reserves, Coast Guard and officers of the U.S. Public Health Service assigned to duty with the military. Because the Relief Act applies to Mortgagors who enter military service (including reservists who are called to active duty) after origination of the related Mortgage Loan, no information can be provided as to the number of loans that may be affected by the Relief Act. Application of the Relief Act would adversely affect, for an indeterminate period of time, the ability of any servicer to collect full amounts of interest on certain of the Mortgage Loans. Any shortfalls in interest collections resulting from the application of the Relief Act would result in a reduction of the amounts payable to the holders of the related Series of Bonds, and would not be covered by advances. Such shortfalls will be covered by the Credit Support provided in connection with such Bonds only to the extent provided in the related Prospectus Supplement. In addition, the Relief Act imposes limitations that would impair the ability of the servicer to foreclose on an affected Mortgage Loan during the Mortgagor's period of active duty status, and, under certain circumstances, during an additional three month period thereafter. Thus, in the event that such a Mortgage Loan goes into default, there may be delays and losses occasioned thereby. Forfeitures in Drug and RICO Proceedings Federal law provides that property owned by persons convicted of drug-related crimes or of criminal violations of the Racketeer Influenced and Corrupt Organizations ("RICO") statute can be seized by the government if the property was used in, or purchased with the proceeds of, such crimes. Under procedures contained in the Comprehensive Crime Control Act of 1984 (the "Crime Control Act"), the government may seize the property even before conviction. The government must publish notice of the forfeiture proceeding and may give notice to all parties "known to have an alleged interest in the property," including the holders of mortgage loans. A lender may avoid forfeiture of its interest in the property if it establishes that: (i) its mortgage was executed and recorded before commission of the crime upon which the forfeiture is based, or (ii) the lender was, at the time of execution of the mortgage, "reasonably without cause to believe" that the property was used in, or purchased with the proceeds of, illegal drug or RICO activities. FEDERAL INCOME TAX CONSEQUENCES General The following discussion represents the opinion of Cadwalader, Wickersham & Taft, special counsel to the Depositor, as to the anticipated material federal income tax consequences of the purchase, ownership and disposition of Bonds. This discussion is directed solely to Bondholders that hold Offered Bonds as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code") and does not purport to discuss all federal income tax consequences that may be applicable to particular categories of investors, some of which (such as banks, insurance companies and foreign investors) may be subject to special rules. Further, the authorities on which this discussion, and the opinion referred to below, are based are subject to change or differing interpretations, which could apply retroactively. Prospective investors should note that no rulings have been or will be sought from the Internal Revenue Service (the "Service") with respect to any of the federal income tax consequences discussed below, and no assurance can be given that the Service will not take contrary positions. In addition to the federal income tax consequences described herein, potential investors should consider the foreign, state and local tax consequences, if any, of the purchase, ownership and disposition of Bonds. See "State Tax Considerations" herein. Bondholders are advised to consult their tax advisors concerning the federal, state, local, foreign or other tax consequences to them of the purchase, ownership and disposition of Bonds. Upon the issuance of each series of Offered Bonds, Cadwalader, Wickersham & Taft, special counsel to the Depositor, will deliver its opinion generally to the effect that, for federal income tax purposes, assuming compliance with all provisions of the related Indenture and certain related documents, and based in part on the facts set forth in the related Prospectus Supplement and additional information and representations, such series of Offered Bonds will be treated as indebtedness. For purposes of this tax discussion, references to a "Bondholder" or a "holder" are to the Beneficial Owner of a Bond. Taxable mortgage pool ("TMP") rules enacted as part of the Tax Reform Act of 1986 treat certain arrangements in which debt obligations are secured or backed by real estate mortgage loans as taxable corporations. An entity (or a portion thereof) will be characterized as a TMP if (i) substantially all of its assets are debt obligations and more than 50 percent of such debt obligations consist of real estate mortgage loans or interests therein, (ii) the entity is the obligor under debt obligations with two or more maturities, and (iii) payments on the debt obligations referred to in (ii) bear a relationship to payments on the debt obligations referred to in (i). Furthermore, a group of assets held by an entity can be treated as a separate TMP if the assets are expected to produce significant cash flow that will support one or more of the entity's issues of debt obligation. It is anticipated that the Issuer will be characterized as a TMP for federal income tax purposes. In general, a TMP is treated as a "separate" corporation not includible with any other corporation in a consolidated income tax return, and is subject to corporate income taxation. However, it is anticipated that for federal income tax purposes one hundred percent of the Issuer will at all times be owned by a "qualified REIT subsidiary" (as defined in Section 856(i) of the Code) of ICCMIC, which is a "real estate investment trust" (a "REIT") (as defined in Section 856(a) of the Code). So long as the Issuer is so owned and ICCMIC and such owner qualifies as a REIT and as a qualified REIT subsidiary, respectively, characterization of the Issuer as a TMP will result only in the shareholders of ICCMIC being required to include in income, as "excess inclusion" income, some or all of their allocable share of the Issuer's net income that would be "excess inclusion" income if the Issuer were treated as a "real estate mortgage investment conduit," within the meaning of Section 860D of the Code. Characterization of the Issuer as an owner trust (wholly-owned and therefore ignored) or as itself a "qualified REIT subsidiary" would not result in entity-level, corporate income taxation with respect to the Issuer. In the event of ICCMIC's failure to continue to qualify as a REIT or the failure of the owner of the Issuer to continue to qualify as a "qualified REIT subsidiary" for federal income tax purposes, or for any other reason, the net income (after the deduction of interest and original issue discount, if any, on the Bonds) of the Issuer would be subject to corporate income tax, reducing cash flow of the Issuer available to make payments on the Bonds, and the Issuer would not be permitted to be included in a consolidated income tax return of another corporate entity. No assurance can be given with regard to the prospective qualification of the Issuer as either an owner trust or a "qualified REIT subsidiary" or of the Depositor as a "qualified REIT subsidiary" for federal income tax purposes. Status as Real Property Loans Bonds held by a domestic building and loan association will not constitute "loans. . . secured by an interest in real property" within the meaning of Section 7701(a)(19)(C)(v) of the Code; Bonds held by a real estate investment trust will not constitute "real estate assets" within the meaning of Section 856(c)(5)(A) of the Code and interest on Bonds will not be considered "interest on obligations secured by mortgages on real property" within the meaning of Section 856(c)(3)(B) of the Code. In addition, the Bonds will not be "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code. Taxation of Bonds General In general, interest on a Bond will be treated as ordinary income to the related Bondholder as it accrues or is paid, depending on the method of accounting of the Bondholder, and principal payments on a Bond will be treated as a return of capital to the extent of the Bondholder's basis in the Bond allocable thereto. Bondholders must use the accrual method of accounting with regard to original issue discount, if any, on the Bonds, regardless of the method of accounting otherwise used by such Bondholders. Original Issue Discount Accrual Bonds and Principal Only Bonds will be, and other classes of Bonds may be, issued with "original issue discount" within the meaning of Code Section 1273(a). Holders of any class of Bonds having original issue discount generally must include original issue discount in ordinary income for federal income tax purposes as it accrues, in accordance with the constant yield method that takes into account the compounding of interest, in advance of receipt of the cash attributable to such income. The following discussion is based in part on temporary and final Treasury regulations issued on February 2, 1994, as amended on June 14, 1996 (the "OID Regulations") under Code Sections 1271 through 1273 and 1275 and in part on the provisions of the 1986 Act. Bondholders should be aware, however, that the OID Regulations do not adequately address certain issues relevant to prepayable securities, such as the Bonds. To the extent such issues are not addressed in such regulations, it is anticipated that the Indenture Trustee will apply the methodology described in the Conference Committee Report to the 1986 Act. No assurance can be provided that the Service will not take a different position as to those matters not currently addressed by the OID Regulations. Moreover, the OID Regulations include an anti-abuse rule allowing the Service to apply or depart from the OID Regulations where necessary or appropriate to ensure a reasonable tax result in light of the applicable statutory provisions. A tax result will not be considered unreasonable under the anti-abuse rule in the absence of a substantial effect on the present value of a taxpayer's tax liability. Investors are advised to consult their own tax advisors as to the discussion herein and the appropriate method for reporting interest and original issue discount with respect to the Bonds. Each Bond (except to the extent described below with respect to a Bond on which principal is distributed by random lot ("Random Lot Bonds")) will be treated as a single installment obligation for purposes of determining the original issue discount includible in a Bondholder's income. The total amount of original issue discount on a Bond is the excess of the "stated redemption price at maturity" of the Bond over its "issue price." The issue price of a class of Bonds offered pursuant to this Prospectus generally is the first price at which a substantial amount of Bonds of that class is sold to the public (excluding bond houses, brokers and underwriters). Although unclear under the OID Regulations, it is anticipated that the Indenture Trustee will treat the issue price of a class as to which there is no substantial sale by the Underwriters within ten days of the issue date as the fair market value of that class as of the issue date. Any class of Bonds (or portion thereof) which is retained by the Depositor or ICCMIC will not be treated as outstanding indebtedness until sold to an unrelated third party. The issue price of a Bond includes the amount paid by an initial Bondholder for accrued interest that relates to a period prior to the issue date of the Bond, unless the Bondholder elects on its federal income tax return to exclude such amount from the issue price and to recover it on the first Payment Date. The stated redemption price at maturity of a Bond always includes the original principal amount of the Bond, but generally will not include payments of stated interest if such interest payments constitute "qualified stated interest." Under the OID Regulations, qualified stated interest generally means interest payable at a single fixed rate or a qualified variable rate (as described below) provided that such interest payments are unconditionally payable at intervals of one year or less during the entire term of the Bond. Except as provided in the following three sentences and under "--Variable Rate Bonds" below, it is anticipated that the Indenture Trustee will treat interest with respect to the Bonds as qualified stated interest or in such other manner as specified in the related Prospectus Supplement. Payments of interest on an Accrual Bond, or on other Bonds with respect to which deferred interest will accrue, will not constitute qualified stated interest, in which case the stated redemption price at maturity of such Bonds includes all payments of interest as well as principal thereon. Likewise, it is anticipated that the Indenture Trustee will treat an "interest only" class, or a class on which interest is substantially disproportionate to its principal amount (a so-called "super-premium" class) as having no qualified stated interest. Where the interval between the issue date and the first Payment Date on a Bond is shorter than the interval between subsequent Payment Dates, the interest attributable to the additional days will be included in the stated redemption price at maturity. Under a de minimis rule, original issue discount on a Bond will be considered to be zero if such original issue discount is less than 0.25% of the stated redemption price at maturity of the Bond multiplied by the weighted average maturity of the Bond. For this purpose, the weighted average maturity of the Bond is computed as the sum of the amounts determined by multiplying the number of full years (i.e., rounding down partial years) from the issue date until each payment is scheduled to be made by a fraction, the numerator of which is the amount of each payment included in the stated redemption price at maturity of the Bond and the denominator of which is the stated redemption price at maturity of the Bond. The Conference Committee Report to the 1986 Act provides that the schedule of such payments should be determined in accordance with the assumed rate of prepayment of the Mortgage Loans (the "Prepayment Assumption") and the anticipated reinvestment rate, if any, relating to the Bonds. The Prepayment Assumption with respect to a Series of Bonds will be set forth in the related Prospectus Supplement. Holders generally must report de minimis original issue discount pro rata as principal payments are received, and such income will be capital gain if the Bond is held as a capital asset. However, under the OID Regulations, Bondholders may elect to accrue all de minimis original issue discount as well as market discount and market premium under the constant yield method. See "Election to Treat All Interest Under the Constant Yield Method." A Bondholder generally must include in gross income for any taxable year the sum of the "daily portions," as defined below, of the original issue discount on the Bond accrued during an accrual period for each day on which it holds the Bond, including the date of purchase but excluding the date of disposition. It is anticipated that the Indenture Trustee will treat the monthly period ending on the day before each Payment Date as the accrual period. With respect to each Bond, a calculation will be made of the original issue discount that accrues during each successive full accrual period (or shorter period from the date of original issue) that ends on the day before the related Payment Date on the Bond. The Conference Committee Report to the 1986 Act states that the rate of accrual of original issue discount is intended to be based on the Prepayment Assumption. Other than as discussed below with respect to a Random Lot Bond, the original issue discount accruing in a full accrual period would be the excess, if any, of (i) the sum of (a) the present value of all of the remaining payments to be made on the Bond as of the end of that accrual period that are included in the Bond's stated redemption price at maturity and (b) the payments made on the Bond during the accrual period that are included in the Bond's stated redemption price at maturity, over (ii) the adjusted issue price of the Bond at the beginning of the accrual period. The present value of the remaining payments referred to in the preceding sentence is calculated based on (i) the yield to maturity of the Bond at the issue date, (ii) events (including actual prepayments) that have occurred prior to the end of the accrual period and (iii) the Prepayment Assumption. For these purposes, the adjusted issue price of a Bond at the beginning of any accrual period equals the issue price of the Bond, increased by the aggregate amount of original issue discount with respect to the Bond that accrued in all prior accrual periods and reduced by the amount of payments included in the Bond's stated redemption price at maturity that were made on the Bond in such prior periods. The original issue discount accruing during any accrual period (as determined in this paragraph) will then be divided by the number of days in the period to determine the daily portion of original issue discount for each day in the period. With respect to an initial accrual period shorter than a full accrual period, the daily portions of original issue discount must be determined according to an appropriate allocation under any reasonable method. Under the method described above, the daily portions of original issue discount required to be included in income by a Bondholder generally will increase to take into account prepayments on the Bonds as a result of prepayments on the Mortgage Loans that exceed the Prepayment Assumption, and generally will decrease (but not below zero for any period) if the prepayments are slower than the Prepayment Assumption. An increase in prepayments on the Mortgage Loans with respect to a Series of Bonds can result in both a change in the priority of principal payments with respect to certain classes of Bonds and either an increase or decrease in the daily portions of original issue discount with respect to such Bonds. In the case of a Random Lot Bond, it is anticipated that the Indenture Trustee will determine the yield to maturity of such Bond based upon the anticipated payment characteristics of the class as a whole under the Prepayment Assumption. In general, the original issue discount accruing on each Random Lot Bond in a full accrual period would be its allocable share of the original issue discount with respect to the entire class, as determined in accordance with the preceding paragraph. However, in the case of a payment in retirement of the entire unpaid principal balance of any Random Lot Bond (or portion of such unpaid principal balance), (a) the remaining unaccrued original issue discount allocable to such Bond (or to such portion) will accrue at the time of such payment, and (b) the accrual of original issue discount allocable to each remaining Bond of such class (or the remaining unpaid principal balance of a partially redeemed Random Lot Bond after a payment of principal has been received) will be adjusted by reducing the present value of the remaining payments on such class and the adjusted issue price of such class to the extent attributable to the portion of the unpaid principal balance thereof that was distributed. The Depositor believes that the foregoing treatment is consistent with the "pro rata prepayment" rules of the OID Regulations, but with the rate of accrual of original issue discount determined based on the Prepayment Assumption for the class as a whole. Investors are advised to consult their tax advisors as to this treatment. Acquisition Premium A purchaser of a Bond at a price greater than its adjusted issue price but less than its stated redemption price at maturity will be required to include in gross income the daily portions of the original issue discount on the Bond reduced pro rata by a fraction, the numerator of which is the excess of its purchase price over such adjusted issue price and the denominator of which is the excess of the remaining stated redemption price at maturity over the adjusted issue price. Alternatively, such a subsequent purchaser may elect to treat all such acquisition premium under the constant yield method, as described below under the heading "Election to Treat All Interest Under the Constant Yield Method." Variable Rate Bonds Bonds may provide for interest based on a variable rate. Under the OID Regulations, interest is treated as payable at a variable rate if, generally, (i) the issue price does not exceed the original principal balance by more than a specified amount and (ii) the interest compounds or is payable at least annually at current values of (a) one or more "qualified floating rates", (b) a single fixed rate and one or more qualified floating rates, (c) a single "objective rate", or (d) a single fixed rate and a single objective rate that is a "qualified inverse floating rate". A floating rate is a qualified floating rate if variations in the rate can reasonably be expected to measure contemporaneous variations in the cost of newly borrowed funds, where such rate is subject to a fixed multiple that is greater than 0.65, but not more than 1.35. Such rate may also be increased or decreased by a fixed spread or subject to a fixed cap or floor, or a cap or floor that is not reasonably expected as of the issue date to affect the yield of the instrument significantly. An objective rate (other than a qualified floating rate) is a rate that is determined using a single fixed formula and that is based on objective financial or economic information, provided that such information is not (i) within the control of the issuer or a related party or (ii) unique to the circumstances of the issuer or a related party. A qualified inverse floating rate is a rate equal to a fixed rate minus a qualified floating rate that inversely reflects contemporaneous variations in the cost of newly borrowed funds; an inverse floating rate that is not a qualified floating rate may nevertheless be an objective rate. A class of Bonds may be issued under this Prospectus that does not have a variable rate under the OID Regulations, for example, a class that bears different rates at different times during the period it is outstanding such that it is considered significantly "front-loaded" or "back-loaded" within the meaning of the OID Regulations. It is possible that such a class may be considered to bear "contingent interest" within the meaning of the OID Regulations. The OID Regulations, as they relate to the treatment of contingent interest, are by their terms not applicable to Bonds. However, if final regulations dealing with contingent interest with respect to Bonds apply the same principles as the OID Regulations, such regulations may lead to different timing of income inclusion than would be the case under the OID Regulations. Furthermore, application of such principles could lead to the characterization of gain on the sale of contingent interest Bonds as ordinary income. The applicable Prospectus Supplement will describe whether any Class of Bonds of a series may be subject to rules similar to the "contingent interest" rule of the OID Regulations. Investors should consult their tax advisors regarding the appropriate treatment of any Bond that does not pay interest at a fixed rate or variable rate as described in this paragraph. The amount of original issue discount with respect to a Bond bearing a variable rate of interest will accrue in the manner described above under "Original Issue Discount" with the yield to maturity and future payments on such Bond generally to be determined by assuming that interest will be payable for the life of the Bond based on the initial rate (or, if different, the value of the applicable variable rate as of the pricing date) for the relevant class. It is anticipated that the Indenture Trustee will treat such variable interest as qualified stated interest, other than variable interest on an interest-only or super-premium class, which will be treated as non-qualified stated interest includible in the stated redemption price at maturity, or that the Indenture Trustee will treat such variable interest in such other manner as specified in the related Prospectus Supplement. Ordinary income reportable for any period will be adjusted based on subsequent changes in the applicable interest rate index. Although unclear under the OID Regulations, unless required otherwise by applicable final regulations, it is anticipated that the Indenture Trustee will treat Bonds bearing an interest rate that is a weighted average of the net interest rates on Mortgage Loans having fixed or adjustable rates, as having qualified stated interest, except to the extent that initial "teaser" rates cause sufficiently "back-loaded" interest to create more than de minimis original issue discount. The yield on such Bonds for purposes of accruing original issue discount will be a hypothetical fixed rate based on the fixed rates, in the case of fixed rate Mortgage Loans, and initial "teaser rates" followed by fully indexed rates, in the case of adjustable rate Mortgage Loans. In the case of adjustable rate Mortgage Loans, the applicable index used to compute interest on the Mortgage Loans in effect on the pricing date (or possibly the issue date) will be deemed to be in effect beginning with the period in which the first weighted average adjustment date occurring after the issue date occurs. Adjustments will be made in each accrual period either increasing or decreasing the amount of ordinary income reportable to reflect the actual interest rate on the Bonds. Market Discount A purchaser of a Bond also may be subject to the market discount rules of Code Section 1276 through 1278. Under these Code sections and the principles applied by the OID Regulations in the context of original issue discount, "market discount" is the amount by which the purchaser's original basis in the Bond (i) is exceeded by the then-current principal amount of the Bond or (ii) in the case of a Bond having original issue discount, is exceeded by the adjusted issue price of such Bond at the time of purchase. Such purchaser generally will be required to recognize ordinary income to the extent of accrued market discount on such Bond as payments includible in the stated redemption price at maturity thereof are received, in an amount not exceeding any such payment. Such market discount would accrue in a manner to be provided in Treasury regulations and should take into account the Prepayment Assumption. The Conference Committee Report to the 1986 Act provides that until such regulations are issued, such market discount would accrue either (i) on the basis of a constant interest rate or (ii) in the ratio of stated interest allocable to the relevant period to the sum of the interest for such period plus the remaining interest as of the end of such period, or in the case of a Bond issued with original issue discount, in the ratio of original issue discount accrued for the relevant period to the sum of the original issue discount accrued for such period plus the remaining original issue discount as of the end of such period. Such purchaser also generally will be required to treat a portion of any gain on a sale or exchange of the Bond as ordinary income to the extent of the market discount accrued to the date of disposition under one of the foregoing methods, less any accrued market discount previously reported as ordinary income as partial payments in reduction of the stated redemption price at maturity were received. Such purchaser will be required to defer deduction of a portion of the excess of the interest paid or accrued on indebtedness incurred to purchase or carry a Bond over the interest payable thereon. The deferred portion of such interest expense in any taxable year generally will not exceed the accrued market discount on the Bond for such year. Any such deferred interest expense is, in general, allowed as a deduction not later than the year in which the related market discount income is recognized or the Bond is disposed of. As an alternative to the inclusion of market discount in income on the foregoing basis, the Bondholder may elect to include market discount in income currently as it accrues on all market discount instruments acquired by such Bondholder in that taxable year or thereafter, in which case the interest deferral rule will not apply. See "Election to Treat All Interest Under the Constant Yield Method" below regarding an alternative manner in which such election may be deemed to be made. Market discount with respect to a Bond will be considered to be zero if such market discount is less than 0.25% of the remaining stated redemption price at maturity of such Bond multiplied by the weighted average maturity of the Bond (determined as described above in the third paragraph under "Original Issue Discount") remaining after the date of purchase. It appears that de minimis market discount would be reported in a manner similar to de minimis original issue discount. See "Original Issue Discount" above. Treasury regulations implementing the market discount rules have not yet been issued, and therefore investors should consult their own tax advisors regarding the application of these rules. Investors should also consult Revenue Procedure 92-67 concerning the elections to include market discount in income currently and to accrue market discount on the basis of the constant yield method. Premium A Bond purchased at a cost greater than its remaining stated redemption price at maturity generally is considered to be purchased at a premium. If the Bondholder holds such Bond as a "capital asset" within the meaning of Code Section 1221, the Bondholder may elect under Code Section 171 to amortize such premium under the constant yield method. Final Treasury regulations applicable to amortizable bond premiums do not by their terms apply to prepayable obligations such as the Bonds. However, the Conference Committee Report to the 1986 Act indicates a Congressional intent that the same rules that will apply to the accrual of market discount on installment obligations will also apply to amortizing bond premium under Code Section 171 on installment obligations such as the Bonds, although it is unclear whether the alternatives to the constant yield method described above under "Market Discount" are available. Amortizable bond premium will be treated as an offset to interest income on a Bond rather than as a separate deduction item. See "Election to Treat All Interest Under the Constant Yield Method" below regarding an alternative manner in which the Code Section 171 election may be deemed to be made. Election to Treat All Interest Under the Constant Yield Method A holder of a debt instrument such as a Bond may elect to treat all interest that accrues on the instrument using the constant yield method, with none of the interest being treated as qualified stated interest. For purposes of applying the constant yield method to a debt instrument subject to such an election, (i) "interest" includes stated interest, original issue discount, de minimis original issue discount, market discount and de minimis market discount, as adjusted by any amortizable bond premium or acquisition premium and (ii) the debt instrument is treated as if the instrument were issued on the holder's acquisition date in the amount of the holder's adjusted basis immediately after acquisition. It is unclear whether, for this purpose, the initial Prepayment Assumption would continue to apply or if a new prepayment assumption as of the date of the holder's acquisition would apply. A holder generally may make such an election on an instrument by instrument basis or for a class or group of debt instruments. However, if the holder makes such an election with respect to a debt instrument with amortizable bond premium or with market discount, the holder is deemed to have made elections to amortize bond premium or to report market discount income currently as it accrues under the constant yield method, respectively, for all debt instruments acquired by the holder in the same taxable year or thereafter. The election is made on the holder's federal income tax return for the year in which the debt instrument is acquired and is irrevocable except with the approval of the Service. Investors should consult their own tax advisors regarding the advisability of making such an election. Sale or Exchange of Bonds If a Bondholder sells or exchanges a Bond, the Bondholder will recognize gain or loss equal to the difference, if any, between the amount received and its adjusted basis in the Bond. The adjusted basis of a Bond generally will equal the cost of the Bond to the seller, increased by any original issue discount or market discount previously included in the seller's gross income with respect to the Bond and reduced by amounts included in the stated redemption price at maturity of the Bond that were previously received by the seller, by any amortized premium and by previously recognized losses. Except as described above with respect to market discount, and except as provided in this paragraph, any gain or loss on the sale or exchange of a Bond realized by an investor who holds the Bond as a capital asset will be capital gain or loss and will be long-term or short-term depending on whether the Bond has been held for the applicable holding period (described below). Such gain will be treated as ordinary income (i) if a Bond is held as part of a "conversion transaction" as defined in Code Section 1258(c), up to the amount of interest that would have accrued on the Bondholder's net investment in the conversion transaction at 120% of the appropriate applicable Federal rate under Code Section 1274(d) in effect at the time the taxpayer entered into the transaction minus any amount previously treated as ordinary income with respect to any prior payment of property that was held as a part of such transaction, or (ii) in the case of a non-corporate taxpayer, to the extent such taxpayer has made an election under Code Section 163(d)(4) to have net capital gains taxed as investment income at ordinary rates. In addition, gain or loss recognized from the sale of a Bond by certain banks or thrift institutions will be treated as ordinary income or loss pursuant to Code Section 582(c). Long-term capital gains of certain non-corporate taxpayers generally are subject to a lower maximum tax rate (20%) than ordinary income of such taxpayers (39.6%) for property held for more than one year. The maximum tax rate for corporations is the same with respect to both ordinary income and capital gains. Treatment of Losses Holders of Bonds will be required to report original issue discount, if any, and accrued method holders will be required to report interest income with respect to Bonds as such amounts accrue, without giving effect to delays or reductions in payments attributable to defaults or delinquencies on the Mortgage Loans allocable to a particular class of Bonds, except to the extent it can be established that such losses are uncollectible. Accordingly, the holder of a Bond may have income, or may incur a diminution in cash flow as a result of a default or delinquency, but may not be able to take a deduction (subject to the discussion below) for the corresponding loss until a subsequent taxable year. In this regard, investors are cautioned that while they may generally cease to accrue interest income if it reasonably appears that the interest will be uncollectible, the Service may take the position that original issue discount must continue to be accrued in spite of its uncollectibility until the debt instrument is disposed of in a taxable transaction or becomes worthless in accordance with the rules of Code Section 166. It appears that holders of Bonds that are corporations or that otherwise hold the Bonds in connection with a trade or business should in general be allowed to deduct as an ordinary loss any such loss sustained during the taxable year on account of any such Bonds becoming wholly or partially worthless, and that, in general, holders of Bonds that are not corporations and do not hold the Bonds in connection with a trade or business will be allowed to deduct as a short-term capital loss any loss with respect to principal sustained during the taxable year on account of a portion of any class or subclass of such Bonds becoming wholly worthless. Although the matter is not free from doubt, non-corporate holders of Bonds should be allowed a bad debt deduction at such time as the principal balance of any class or subclass of such Bonds is reduced to reflect losses resulting from any liquidated Mortgage Loans. The Service, however, could take the position that non-corporate holders will be allowed a bad debt deduction to reflect such losses only after all Mortgage Loans remaining as part of the Collateral have been liquidated or such class of Bonds has been otherwise retired. The Service could also assert that losses on the Bonds are deductible based on some other method that may defer such deductions for all holders, such as reducing future cash flow for purposes of computing original issue discount. This may have the effect of creating "negative" original issue discount which would be deductible only against future positive original issue discount or otherwise upon termination of the class. Holders of Bonds are urged to consult their own tax advisors regarding the appropriate timing, amount and character of any loss sustained with respect to such Bonds. While losses attributable to interest previously reported as income should be deductible as ordinary losses by both corporate and non-corporate holders, the Internal Revenue Service may take the position that losses attributable to accrued original issue discount may only be deducted as short-term capital losses by non-corporate holders not engaged in a trade or business. Special loss rules are applicable to banks and thrift institutions, including rules regarding reserves for bad debts. Such taxpayers are advised to consult their tax advisors regarding the treatment of losses on Bonds. Taxation of Certain Foreign Investors Interest, including original issue discount, payable to Bondholders who are non-resident aliens, foreign corporations, or other Non-U.S. Persons (as defined below), will be considered "portfolio interest" and, therefore, generally will not be subject to 30% United States withholding tax, provided that such Non-U.S. Person (i) is not a "10-percent shareholder" within the meaning of Code Section 871(h)(3)(B) or a controlled foreign corporation described in Code Section 881(c)(3)(C) with respect to ICCMIC and (ii) provides the Indenture Trustee, or the person who would otherwise be required to withhold tax from such payments under Code Section 1441 or 1442, with an appropriate certification, signed under penalties of perjury, identifying the beneficial owner and stating, among other things, that the beneficial owner of the Bond is a Non-U.S. Person. If such certification, or any other required statement, is not provided, 30% withholding will apply unless reduced or eliminated pursuant to an applicable tax treaty or unless the interest on the Bond is effectively connected with the conduct of a trade or business within the United States by such Non-U.S. Person. In the latter case, such Non-U.S. Person will be subject to United States federal income tax at regular rates. Investors who are Non-U.S. Persons should consult their own tax advisors regarding the specific tax consequences to them of owning a Bond. The term "Non-U.S. Person" means any person who is not a U.S. Person. The term "U.S. Person" means a citizen or resident of the United States, a corporation, partnership (except as 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 that is subject to United States federal income tax regardless of the source of its income 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 Treasury regulations, certain trusts in existence on August 20, 1996 which are eligible to elect to be treated as U.S. Persons). The Service recently issued final regulations (the "New Regulations") which would provide alternative methods of satisfying the beneficial ownership certification requirement described above. The New Regulations are effective January 1, 2000, although valid withholding certificates that are held on December 31, 1999, remain valid until the earlier of December 31, 2000 or the due date of expiration of the certificate under the rules as currently in effect. The New Regulations would require, in the case of Bonds held by a foreign partnership, that (x) the certification described above be provided by the partners rather than by the foreign partnership and (y) the partnership provide certain information, including a United States taxpayer identification number. A look-through rule would apply in the case of tiered partnerships. Non-U.S. Persons should consult their own tax advisors concerning the application of the certification requirements in the New Regulations. Backup Withholding Payments made on the Bonds, and proceeds from the sale of the Bonds to or through certain brokers, may be subject to a "backup" withholding tax under Code Section 3406 of 31% on "reportable payments" (including interest payments, original issue discount, and, under certain circumstances, principal payments) unless the Bondholder complies with certain reporting and/or certification procedures, including the provision of its taxpayer identification number to the Indenture Trustee, its agent or the broker who effected the sale of the Bond, or such Bondholder is otherwise an exempt recipient under applicable provisions of the Code. Any amounts to be withheld from payment on the Bonds would be refunded by the Service or allowed as a credit against the Bondholder's federal income tax liability. The New Regulations change certain of the rules relating to certain presumptions currently available relating to information reporting and backup withholding. Non-U.S. Persons are urged to contact their own tax advisors regarding the application to them of backup withholding and information reporting. Reporting Requirements Reports of accrued interest, original issue discount and information necessary to compute the accrual of market discount will be made annually to the Service and to individuals, estates, non-exempt and non-charitable trusts, and partnerships who are either holders of record of Bonds or beneficial owners who own Bonds through a broker or middleman as nominee. All brokers, nominees and all other non-exempt holders of record of Bonds (including corporations, non-calendar year taxpayers, securities or commodities dealers, real estate investment trusts, investment companies, common trust funds, thrift institutions and charitable trusts) may request such information for any calendar quarter by telephone or in writing by contacting the person designated in Internal Revenue Service Publication 938 with respect to a particular Series of Bonds. Holders through nominees must request such information from the nominee. THE FEDERAL TAX DISCUSSIONS SET FORTH ABOVE ARE INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A BONDHOLDER'S PARTICULAR TAX SITUATION. PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE BONDS, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS. STATE TAX CONSIDERATIONS In addition to the federal income tax consequences described in "Federal Income Tax Consequences," potential investors should consider the state income tax consequences of the acquisition, ownership, and disposition of the Offered Bonds. State income tax law may differ substantially from the corresponding federal law, and this discussion does not purport to describe any aspect of the income tax laws of any state. Therefore, potential investors should consult their own tax advisors with respect to the various tax consequences of investments in the Offered Bonds. CERTAIN ERISA CONSIDERATIONS The Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), impose certain restrictions on (a) employee benefit plans (as defined in Section 3(3) of ERISA), (b) plans described in Section 4975(e)(1) of the Code, including individual retirement accounts or Keogh plans, (c) any entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each of (a), (b) and (c), a "Plan") and (d) persons who have certain specified relationships to such Plans ("Parties in Interest" under ERISA and "Disqualified Persons" under the Code). Moreover, based on the reasoning of the United States Supreme Court in John Hancock Life Ins. Co. v. Harris Trust and Sav. Bank, 114 S. Ct. 517 (1993), a life insurance company's general account may be deemed to include assets of the Plans investing in the general account (e.g., through the purchase of an annuity contract), and the insurance company might be treated as a Party in Interest with respect to a Plan by virtue of such investment. ERISA also imposes certain duties on persons who are fiduciaries of Plans subject to ERISA and prohibits certain transactions between a Plan and Parties in Interest or Disqualified Persons with respect to such Plans. A fiduciary of any Plan should carefully review with its legal and other advisors whether the purchase or holding of the Bonds could give rise to a transaction prohibited or otherwise impermissible under ERISA or the Code, and should refer to "Certain ERISA Considerations" in the related Prospectus Supplement regarding any restrictions on the purchase and/or holding of the Bonds offered thereby. Certain employee benefit plans, such as governmental plans (as defined in Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA) are not subject to the prohibited transaction provisions of ERISA and Section 4975 of the Code. Accordingly, assets of such plans may, subject to the provisions of any other applicable federal and state law, be invested in the Bonds of any Series without regard to the ERISA considerations described herein. It should be noted, however, that any such plan that is qualified and exempt from taxation under Sections 401(a) and 501(a) of the Code is subject to the prohibited transaction rules set forth in Section 503 of the Code. The sale of Bonds to a Plan is in no respect a representation by the Depositor or the Underwriter that this investment meets all relevant legal requirements with respect to investments by Plans generally or by any particular Plan, or that this investment is appropriate for Plans generally or for any particular Plan. LEGAL INVESTMENT The Offered Bonds will constitute "mortgage related securities" for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended ("SMMEA"), only if so specified in the related Prospectus Supplement. The appropriate characterization of those Bonds not qualifying as "mortgage related securities" ("Non-SMMEA Bonds") under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase such Bonds, may be subject to significant interpretive uncertainties. Accordingly, investors whose investment authority is subject to legal restrictions should consult their own legal advisors to determine whether and to what extent the Non-SMMEA Bonds constitute legal investments for them. Generally, only classes of Offered Bonds that (i) are rated in one of the two highest rating categories by one or more Rating Agencies and (ii) are part of a Series secured by a pledge of Mortgage Loans of an Owner Trust, provided the underlying Mortgage Loans are secured by first liens and were originated by certain types of Originators as specified in SMMEA, will be "mortgage related securities" for purposes of SMMEA. As "mortgage related securities," such classes will constitute legal investments for persons, trusts, corporations, partnerships, associations, business trusts and business entities (including depository institutions, insurance companies, trustees and pension funds) created pursuant to or existing under the laws of the United States or of any state (including the District of Columbia and Puerto Rico) whose authorized investments are subject to state regulation to the same extent that, under applicable law, obligations issued by or guaranteed as to principal and interest by the United States or any agency or instrumentality thereof constitute legal investments for such entities. Under SMMEA, a number of states enacted legislation on or before the October 3, 1991 cut-off established by SMMEA for such enactments, limiting to various extents the ability of certain entities (in particular, insurance companies) to invest in "mortgage related securities" secured by first liens on residential, or mixed residential and commercial properties, in most cases by requiring the affected investors to rely solely upon existing state law, and not SMMEA. Pursuant to Section 347 of the Riegle Community Development and Regulatory Improvement Act of 1994, which amended the definition of "mortgage related security" (effective December 31, 1996) to include, in relevant part, Offered Bonds satisfying the rating, first lien and qualified originator requirements for "mortgage related securities," but secured by a pledge of Mortgage Loans of an Owner Trust consisting, in whole or in part, of first liens on one or more parcels of real estate upon which are located one or more commercial structures, states were authorized to enact legislation, on or before September 23, 2001, specifically referring to Section 347 and prohibiting or restricting the purchase, holding or investment by state regulated entities in such types of Bonds. Accordingly, the investors affected by such legislation, when and if enacted, will be authorized to invest in Offered Bonds qualifying as "mortgage related securities" only to the extent provided in such legislation. SMMEA also amended the legal investment authority of federally-chartered depository institutions as follows: federal savings and loan associations and federal savings banks may invest in, sell or otherwise deal in "mortgage related securities" without limitation as to the percentage of their assets represented thereby, federal credit unions may invest in such securities, and national banks may purchase such securities for their own account without regard to the limitations generally applicable to investment securities set forth in 12 U.S.C. Section 24 (Seventh), subject in each case to such regulations as the applicable federal regulatory authority may prescribe. In this connection, the Office of the Comptroller of the Currency (the "OCC") has amended 12 C.F.R. Part 1 to authorize national banks to purchase and sell for their own account, without limitation as to a percentage of the bank's capital and surplus (but subject to compliance with certain general standards concerning "safety and soundness" and retention of credit information in 12 C.F.R. Section 1.5), certain "Type IV securities," defined in 12 C.F.R. Section 1.2(1) to include certain "commercial mortgage-related securities" and "residential mortgage-related securities." As so defined, "commercial mortgage-related security" and "residential mortgage-related security" mean, in relevant part, "mortgage related security" within the meaning of SMMEA, provided that, in the case of a "commercial mortgage-related security," it "represents ownership of a promissory note or certificate of interest or participation that is directly secured by a first lien on one or more parcels of real estate upon which one or more commercial structures are located and that is fully secured by interests in a pool of loans to numerous obligors." In the absence of any rule or administrative interpretation by the OCC defining the term "numerous obligors," no representation is made as to whether any class of Offered Bonds will qualify as "commercial mortgage-related securities," and thus as "Type IV securities," for investment by national banks. The National Credit Union Administration ("NCUA") has adopted rules, codified at 12 C.F.R. Part 703, which permit federal credit unions to invest in "mortgage related securities" under certain limited circumstances, other than stripped mortgage related securities, residual interests in mortgage related securities, and commercial mortgage related securities, unless the credit union has obtained written approval from the NCUA to participate in the "investment pilot program" described in 12 C.F.R. Section 703.140. All depository institutions considering an investment in the Offered Bonds should review the "Supervisory Policy Statement on Investment Securities and End-User Derivatives Activities" (the "1998 Policy Statement") of the Federal Financial Institutions Examination Counsel (the "FFIEC"), which has been adopted by the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the OCC and the Office of Thrift Supervision, effective May 26, 1998, and by the NCUA, effective October 1, 1998. The 1998 Policy Statement sets forth general guidelines which depository institutions must follow in managing risks (including market, credit, liquidity, operations (transaction), and legal risks) applicable to all securities (including mortgage pass-through securities and mortgage-derivative products) used for investment purposes. Until October 1, 1998, federal credit unions will still be subject to the FFIEC's now-superseded "Supervisory Policy Statement on Securities Activities" dated January 28, 1992, as adopted by the NCUA with certain modifications, which prohibited depository institutions from investing in certain "high-risk mortgage securities," except under limited circumstances, and set forth certain investment practices deemed to be unsuitable for regulated institutions. Institutions whose investment activities are subject to regulation by federal or state authorities should review rules, policies and guidelines adopted from time to time by such authorities before purchasing any class of the Offered Bonds, as certain classes may be deemed to be unsuitable investments, or may otherwise be restricted, under such rules, policies or guidelines (in certain instances irrespective of SMMEA). The foregoing does not take into consideration the applicability of statutes, rules, regulations, orders, guidelines or agreements generally governing investments made by a particular investor, including, but not limited to, "prudent investor" provisions, percentage-of-assets limits, provisions which may restrict or prohibit investment in securities which are not "interest bearing" or "income paying," and, with regard to any class of the Offered Bonds issued in book-entry form, provisions which may restrict or prohibit investments in securities which are issued in book-entry form identified in a Prospectus Supplement for a Series. Except as to the status of certain classes of Offered Bonds as "mortgage related securities," no representations are made as to the proper characterization of any class of Offered Bonds for legal investment purposes, financial institution regulatory purposes, or other purposes, or as to the ability of particular investors to purchase any class of Offered Bonds under applicable legal investment restrictions. These uncertainties (and any unfavorable future determinations concerning legal investment or financial institution regulatory characteristics of the Offered Bonds) may adversely affect the liquidity of any class of Offered Bonds. Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities should consult with their own legal advisors in determining whether and to what extent the Offered Bonds of any class constitute legal investments or are subject to investment, capital or other restrictions and, if applicable, whether SMMEA has been overridden in any jurisdiction relevant to such investor. PLAN OF DISTRIBUTION The Offered Bonds offered hereby will be offered in Series. The payment of the Bonds may be effected from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices to be determined at the time of sale or at the time of commitment therefor. If so specified in the related Prospectus Supplement, the Offered Bonds will be distributed in a firm commitment underwriting, subject to the terms and conditions of the underwriting agreement, by an underwriter or underwriters named therein. In such event, the Prospectus Supplement may also specify that the underwriters will not be obligated to pay for any Offered Bonds agreed to be purchased by purchasers pursuant to purchase agreements acceptable to the Depositor. In connection with the sale of Offered Bonds, underwriters may receive compensation from the Depositor or from purchasers of Offered Bonds in the form of discounts, concessions or commissions. Alternatively, the Prospectus Supplement may specify that Offered Bonds will be distributed by an underwriter acting as agent or in some cases as principal with respect to Offered Bonds that it has previously purchased or agreed to purchase. If the underwriter acts as agent in the sale of Offered Bonds, the underwriter will receive a selling commission with respect to such Offered Bonds, depending on market conditions, expressed as a percentage of the aggregate Bond Principal Amount or notional amount of such Offered Bonds as of the Cut-off Date. The exact percentage for each Series of Bonds will be disclosed in the related Prospectus Supplement. To the extent that the underwriter elects to purchase Offered Bonds as principal, the underwriter may realize losses or profits based upon the difference between its purchase price and the sales price. The Prospectus Supplement with respect to any Series offered other than through underwriters will contain information regarding the nature of such offering and any agreements to be entered into between the Depositor and purchasers of Offered Bonds of such Series. The Depositor will indemnify any underwriters against certain civil liabilities, including liabilities under the Securities Act of 1933, or will contribute to payments any underwriters may be required to make in respect thereof. In the ordinary course of business, the Depositor and any such underwriter, agent or purchaser may engage in various securities and financing transactions, including secured borrowings, off-balance sheet swaps or repurchase agreements to provide interim financing of the Depositor's mortgage loans pending the sale of such mortgage loans or interests therein, including the Bonds. Offered Bonds will be sold primarily to institutional investors. Purchasers of Offered Bonds, including dealers, may, depending on the facts and circumstances of such purchases, be deemed to be "underwriters" within the meaning of the Securities Act of 1933 in connection with reoffers and sales by them of Offered Bonds. Bondholders should consult with their legal advisors in this regard prior to any such reoffer or sale. LEGAL MATTERS The validity of the Bonds and certain federal income tax consequences of investing in the Bonds will be passed upon for the Depositor by Cadwalader, Wickersham & Taft, New York, New York. FINANCIAL INFORMATION A new Issuer will be formed with respect to each Series of Bonds and no Issuer will engage in any business activities or have any assets or obligations prior to the issuance of the related Series of Bonds. Accordingly, no financial statements with respect to any Issuer will be included in this Prospectus or in the related Prospectus Supplement. RATING It is a condition to the issuance of any class of Offered Bonds that they shall have been rated not lower than investment grade, that is, in one of the four highest rating categories, by a Rating Agency. Ratings on mortgage-backed securities address the likelihood of receipt by Bondholders of all payments on the underlying mortgage loans. These ratings address the structural, legal and issuer-related aspects associated with such securities, the nature of the underlying mortgage loans and the credit quality of the guarantor, if any. Ratings on mortgage-backed securities do not represent any assessment of the likelihood of principal prepayments by Mortgagors or of the degree by which such prepayments might differ from those originally anticipated. As a result, Bondholders might suffer a lower than anticipated yield, and, in addition, holders of Interest Only Bonds in extreme cases might fail to recoup their initial investments. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organization. Each security rating should be evaluated independently of any other security rating. INDEX OF PRINCIPAL DEFINITIONS Page on which term is first defined Term in the Prospectus --1-- 1998 Policy Statement........................................................... --A-- Accounts........................................................................ accreted value.................................................................. Accrual Bonds................................................................... Accrued Bond Interest........................................................... ACMs............................................................................ ADA............................................................................. Administration Agreement........................................................ Administrator................................................................... Agreements...................................................................... ARM Loans....................................................................... Asset Conservation Act.......................................................... Asset Seller.................................................................... Available Payment Amount........................................................ --B-- Balloon Payment Loans........................................................... Bankruptcy Code................................................................. Beneficial Owners............................................................... Bond............................................................................ Bond Principal Amount........................................................... Bondholder...................................................................... Bondholders..................................................................... Bonds........................................................................... Book-Entry Bonds................................................................ --C-- Cash Flow Agreements............................................................ Cede............................................................................ CERCLA.......................................................................... Code............................................................................ Collateral...................................................................... Commercial Loans................................................................ Commercial Properties........................................................... Commission...................................................................... Covered Trust................................................................... CPR............................................................................. Credit Support.................................................................. Crime Control Act............................................................... Cut-off Date.................................................................... --D-- Debt Service Coverage Ratio..................................................... Definitive Bonds................................................................ Deposit Trust Agreement......................................................... Depositor....................................................................... Determination Date.............................................................. Disqualified Persons............................................................ Disqualifying Condition......................................................... DTC............................................................................. Due Period...................................................................... --E-- Environmental Condition......................................................... Environmental Hazard Condition.................................................. environmental lien.............................................................. Equity Participations........................................................... ERISA........................................................................... Exchange Act.................................................................... --F-- FDIC............................................................................ FFIEC........................................................................... --H-- Hazardous Materials............................................................. --I-- ICCMIC.......................................................................... Indenture....................................................................... Indenture Trustee............................................................... Indirect Participants........................................................... Insurance Proceeds.............................................................. Interest Only Bonds............................................................. Issuer.......................................................................... Issuer Event of Default......................................................... --L-- L/C Bank........................................................................ Lease........................................................................... Lease Assignment................................................................ Lessee.......................................................................... Liquidation Proceeds............................................................ Loan-to-Value Ratio............................................................. Lock-out Date................................................................... Lock-out Period................................................................. --M-- Master Servicer................................................................. Mortgage Interest Rate.......................................................... Mortgage Loans.................................................................. Mortgage Notes.................................................................. Mortgages....................................................................... Mortgagor....................................................................... Multifamily Loans............................................................... Multifamily Properties.......................................................... --N-- NCUA............................................................................ Net Operating Income............................................................ Nonrecoverable Advance.......................................................... Non-SMMEA Bonds................................................................. Notice of Default............................................................... --O-- OCC............................................................................. Offered Bonds................................................................... OID Regulations................................................................. original issue discount......................................................... Originator...................................................................... Owner Trust..................................................................... Owner Trustee................................................................... --P-- Participants.................................................................... Parties in Interest............................................................. Payment Account................................................................. Payment Date.................................................................... Permitted Investments........................................................... Plan............................................................................ Prepayment Assumption........................................................... Prepayment Premium.............................................................. Principal Only Bonds............................................................ Proceeding...................................................................... Purchase Price.................................................................. --R-- Random Lot Bonds................................................................ Rating Agency................................................................... RCRA............................................................................ Record Date..................................................................... Redemption Price................................................................ Refinance Loans................................................................. REIT............................................................................ Related Proceeds................................................................ Release Price................................................................... Relief Act...................................................................... REO Proceeds.................................................................... REO Property.................................................................... Retained Interest............................................................... RICO............................................................................ --S-- Senior Bonds.................................................................... Series.......................................................................... Service......................................................................... Servicer........................................................................ Servicer Event of Default....................................................... Servicing Standard.............................................................. Servicing Transfer Event........................................................ SMMEA........................................................................... Special Redemption Date......................................................... Special Servicer................................................................ Specially Serviced Mortgage Loan................................................ Stated Maturity................................................................. Subordinate Bonds............................................................... --T-- TIA............................................................................. Title V......................................................................... TMP............................................................................. Trust Assets.................................................................... --U-- U.S. Person..................................................................... UCC............................................................................. --V-- Value........................................................................... Voting Rights................................................................... --W-- Warranting Party................................................................ Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus supplement and the prospectus to which it relates shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. SUBJECT TO COMPLETION, DATED AUGUST __, 1998 PROSPECTUS SUPPLEMENT (To Prospectus dated _________, 199__) $ (Approximate) ICCMAC Commercial Trust [___] (Issuer) Collateralized Mortgage Bonds Series 199__-____ ICCMAC Commercial Trust [____] (the "Issuer"), a trust established by Imperial Credit Commercial Mortgage Acceptance Corp. (the "Depositor"), is issuing approximately $_____________ aggregate Bond Principal Amount (as defined in the accompanying Prospectus) of its Series 199_- ____ Collateralized Mortgage Bonds (the "Bonds"). The Bonds will consist of [seven] classes (each, a "Class") to be designated as: (i) [the Class A-1 and Class A-2 Bonds (collectively, the "Class A Bonds" or the "Senior Bonds")]; and (ii) [the Class B, Class C, Class D, Class E and Class F Bonds (collectively, the "Subordinate Bonds")]. Only the [Class A, Class B, Class C and Class D Bonds] (collectively, the "Offered Bonds") are offered hereby. The respective Classes of Offered Bonds will be issued in the aggregate Bond Principal Amounts, and will accrue interest at the rate (the "Bond Interest Rate"), set forth in the table below. (Continued on page S-2) Initial Rating Class of Series 199_ Aggregate Bond ([identify Collateralized Mortgage Principal Bond Stated Assumed Final Rating Bonds Amount(a) Interest Rate Maturity Payment Date(b) Agencies])(c)(d) - --------------------------- ------------------ ----------------- ------------ ------------------- -------------------- Class A-1............... $ % Class A-2............... $ % Class B................. $ % Class C................. $ % Class D................. $ % - --------------------------------
(a) The initial aggregate Bond Principal Amount of each Class of Offered Bonds is subject to a permitted variance of plus or minus __%. (b) The "Assumed Final Payment Date" with respect to any Class of Bonds is the Payment Date (as defined herein) on which the final payment would occur for such Class of Bonds based upon the assumption that no Mortgage Loan is prepaid prior to its stated maturity and otherwise based on the Modeling Assumptions (as described herein). The actual performance and experience of the Mortgage Loans will likely differ from such assumptions. See "Yield and Maturity Considerations" herein. (c) It is a condition to their issuance that the respective Classes of Offered Bonds be assigned ratings by _________________ ("_____") and/or ________________________ ("________"; and together with ________, the "Rating Agencies") no less than those set forth above. The ratings on the Offered Bonds address the timely payment thereon of interest and the ultimate payment thereon of principal on or before Stated Maturity. See "Ratings" herein. (d) The ratings on the Offered Bonds do not represent any assessment of (i) the likelihood or frequency of principal prepayments on the Mortgage Loans, (ii) the degree to which such prepayments might differ from those originally anticipated or (iii) whether and to what extent Prepayment Premiums (as defined herein) will be received. Also a security rating does not represent any assessment of the yield to maturity that investors may experience. See "Ratings" herein. FOR A DISCUSSION OF MATERIAL RISKS TO BE CONSIDERED IN PURCHASING THE OFFERED BONDS, SEE "RISK FACTORS" BEGINNING ON PAGE __ HEREIN AND ON PAGE __ IN THE PROSPECTUS. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. - -------------------------------------------------------------------------------- The Offered Bonds will be purchased from the [Issuer] by ________________ (the "Underwriter") and will be offered by the Underwriter from time to time in negotiated transactions or otherwise at varying prices to be determined at the time of sale. Proceeds to the [Issuer] from the sale of the Offered Bonds, before deducting expenses payable by the [Issuer] estimated to be approximately $_____________, will be ______% of the initial aggregate Bond Principal Amount of the Offered Bonds [, plus accrued interest on the Offered Bonds from ____________, 199_]. The Offered Bonds are offered by the Underwriter subject to prior sale, when, as and if delivered to and accepted by the Underwriter and subject to certain other conditions. It is expected that the Offered Bonds will be delivered in book-entry form through the Same-Day Funds Settlement System of DTC on or about _____________, 199__ (the "Closing Date"), against payment therefor in immediately available funds. [Underwriter] The date of this Prospectus Supplement is __________ , 199__. (Continued from cover page) See "Index of Principal Definitions" herein for the location of meanings of capitalized terms used and defined herein. See "Index of Principal Definitions" in the accompanying Prospectus for the location of meanings of capitalized terms used but not defined herein. There is currently no secondary market for the Offered Bonds. The Underwriter intends to make a secondary market in the Offered Bonds, but is not obligated to do so. There can be no assurance that a secondary market for the Offered Bonds will develop or, if one does develop, that it will continue. See "Risk Factors-Limited Liquidity" herein. The Offered Bonds will not be listed on any securities exchange. The Bonds will be secured by a pledge of collateral (the "Collateral") which consists primarily of a segregated pool (the "Mortgage Pool") of approximately ___ [describe general characteristics of Mortgage Loans] mortgage loans (the "Mortgage Loans"). As of ______________, 199_ (the "Cut-off Date"), the Mortgage Loans had an aggregate principal balance, after taking into account all payments of principal due on or before such date, whether or not received, of $___________ (the "Initial Pool Balance")[, subject to a permitted variance of plus or minus __%.] The Bonds will be issued pursuant to an Indenture to be dated as of ___________, 199_ (the "Indenture"), between _______________________ as owner trustee (the "Owner Trustee"), on behalf of the Issuer, and __________________________ as indenture trustee (the "Trustee"), on behalf of the holders of the Bonds (the "Bondholders"). Certain duties and obligations of the Issuer under the Indenture will be performed on behalf of the Issuer by ________________________ (the "Administrator") in accordance with an Administration Agreement, to be dated as of ____________, 199_ (the "Administration Agreement"), between the Owner Trustee, on behalf of the Issuer, and the Administrator. Payments of interest on and principal of the Bonds will be made to holders thereof, to the extent of available funds, on the ___ day of each month or, if any such day is not a business day, then on the next succeeding business day, commencing in ______________ 199_ (each, a "Payment Date"). As and to the extent described herein, payments of interest accrued on each Class of Bonds will be made on each Payment Date based on the Bond Interest Rate applicable to such Class and the aggregate Bond Principal Amount of such Class outstanding immediately prior to such Payment Date. To the extent there are deficiencies in the interest payment on a Class of Bonds on any Payment Date, such deficiencies will be deferred to succeeding Payment Dates. Principal payments on the Bonds will be made on each Payment Date to the extent funds are available therefor in the amounts and in accordance with the priorities described herein. See "Description of the Bonds--Payments on the Bonds" herein. As and to the extent set forth herein, the Issuer's Equity (as defined herein) and the Class E and Class F Bonds (collectively, the "Private Bonds") will be subordinate to the Offered Bonds; the Class D Bonds will be subordinate to the Class A, Class B and Class C Bonds; the Class C Bonds will be subordinate to the Class A and Class B Bonds; and the Class B Bonds will be subordinate to the Class A Bonds. See "Description of the Bonds--Payments on the Bonds" and "--Subordination" herein. The yield to maturity of each Class of Offered Bonds will depend on, among other things, the rate and timing of principal payments (including by reason of prepayments, loan extensions, defaults and liquidations) and losses on the Mortgage Loans. See "Risk Factors" and "Yield and Maturity Considerations" herein. No election will be made to treat the Issuer, any of its assets or the arrangement by which the Bonds are issued as a "real estate mortgage investment conduit" (a "REMIC") for federal income tax purposes. See "Federal Income Tax Consequences" herein. THE OFFERED BONDS REPRESENT NON-RECOURSE OBLIGATIONS OF THE ISSUER AND WILL BE PAID SOLELY FROM THE COLLATERAL SECURING THE OFFERED BONDS. NEITHER THE OFFERED BONDS NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY OTHER PERSON. ACCORDINGLY, IF THE COLLATERAL IS INSUFFICIENT TO PROVIDE PAYMENTS ON THE OFFERED BONDS, NO OTHER ASSETS WILL BE AVAILABLE FOR PAYMENT OF THE DEFICIENCY. PROSPECTIVE INVESTORS SHOULD MAKE AN INVESTMENT DECISION BASED UPON AN ANALYSIS OF THE SUFFICIENCY OF THE MORTGAGE LOANS TO MAKE PAYMENTS ON THE OFFERED BONDS. THE BONDS OFFERED BY THIS PROSPECTUS SUPPLEMENT CONSTITUTE PART OF A SEPARATE SERIES OF SECURITIES ISSUED BY THE ISSUER AND ARE BEING OFFERED PURSUANT TO ITS PROSPECTUS DATED _____________, 199__ (THE "PROSPECTUS"), OF WHICH THIS PROSPECTUS SUPPLEMENT IS A PART AND WHICH ACCOMPANIES THIS PROSPECTUS SUPPLEMENT. THE PROSPECTUS CONTAINS IMPORTANT INFORMATION REGARDING THIS OFFERING THAT IS NOT CONTAINED HEREIN, AND PROSPECTIVE INVESTORS ARE URGED TO READ THE PROSPECTUS AND THIS PROSPECTUS SUPPLEMENT IN FULL. SALES OF THE OFFERED BONDS MAY NOT BE CONSUMMATED UNLESS THE PURCHASER HAS RECEIVED BOTH THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. FORWARD LOOKING STATEMENTS IF AND WHEN INCLUDED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS OR IN THE DOCUMENTS INCORPORATED HEREIN OR THEREIN BY REFERENCE, THE WORDS "EXPECTS," "INTENDS." "ANTICIPATES," "ESTIMATES," AND ANALOGOUS EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. ANY SUCH STATEMENTS, WHICH MAY INCLUDE STATEMENTS CONTAINED IN "RISK FACTORS" INHERENTLY ARE SUBJECT OT A VARIETY OF RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED. SUCH RISKS AND UNCERTAINTIES INCLUDE, AMONG OTHERS, GENERAL ECONOMIC AND BUSINESS CONDITIONS, COMPETITION, CHANGES IN FOREIGN POLITICAL, SOCIAL AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND COMPLIANCE WITH GOVERNMENTAL REGULATIONS, CUSTOMER PREFERENCES AND VARIOUS OTHER MATTERS, MANY OF WHICH ARE BEYOND THE DEPOSITOR'S CONTROL. THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE OF THIS PROSPECTUS SUPPLEMENT. THE DEPOSITOR EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO RELEASE PUBLICLY ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING STATEMENTS CONTAINED HEREIN TO REFLECT ANY CHANGE IN THE DEPOSITOR'S EXPECTATIONS WITH REGARD THERETO OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED. UNTIL ________________, 199_, ALL DEALERS EFFECTING TRANSACTIONS IN THE OFFERED BONDS, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS SUPPLEMENT AND THE PROSPECTUS TO WHICH IT RELATES. THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS SUPPLEMENT AND PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS. TABLE OF CONTENTS Page SUMMARY OF PROSPECTUS SUPPLEMENT................................................ RISK FACTORS.................................................................... Certain Yield and Maturity Considerations................................... Effect of Mortgagor Delinquencies and Defaults.............................. [Optional Redemption of Bonds............................................... Subordination of Subordinated Bonds......................................... Risks Associated with Certain of the Mortgage Loans and Mortgaged Properties.................................................... [Risks Associated with Hotel Properties..................................... [Risks Associated with Nursing Homes........................................ Limited Recourse Nature of Mortgage Loans; Recourse Generally Limited to Mortgaged Property................................................... Risks Associated with Concentration of Mortgage Loans....................... Risks of Different Timing of Mortgage Loan Amortization..................... Risks Associated with Geographic Concentration.............................. Increased Risk of Default Associated with Adjustable Rate Mortgage Loans.... Increased Risk of Default Associated with Balloon Payments.................. Extension Risk Associated With Modification of Mortgage Loans with Balloon Payments................................................... [Inclusion of Delinquent, Under-Performing and Non-Performing Mortgage Loans........................................... Potential Liability to the Trust Estate Relating to a Materially Adverse Environmental Condition.............................. Risks Associated with Litigation............................................ Risks Associated with Other Financings...................................... [Risks Associated with Ground Leases and Other Leasehold Interests.......... Attornment Considerations................................................... Limited Rights for Breaches of Representations and Warranties............... [Liquor License Considerations.............................................. Conflicts Between the Special Servicer and the Depositor.................... Limited Liquidity........................................................... Limited Assets for Payment of Offered Bonds................................. Limited Issuer Events of Default............................................ Risks Relating to Lack of Bondholder Control Over Trust Estate.............. DESCRIPTION OF THE MORTGAGE POOL................................................ General..................................................................... Representations and Warranties; Repurchases................................. [Convertible Mortgage Loans................................................. [Hybrid Rate Mortgage Loans................................................. [The [Index] [Indices]...................................................... Certain Characteristics of the Mortgage Loans............................... Geographic Distribution..................................................... Borrower Concentration...................................................... Related Borrowers........................................................... Escrows..................................................................... Underwriting Guidelines..................................................... Additional Information...................................................... SERVICING OF THE MORTGAGE LOANS................................................. [Description of Master Servicer and Special Servicer to be provided by Master Servicer]..................................................... Responsibilities of Master Servicer......................................... Responsibilities of Special Servicer........................................ [Extension Advisor.......................................................... Servicing and Other Compensation and Payment of Expenses.................... Conflicts of Interest....................................................... DESCRIPTION OF THE BONDS........................................................ General..................................................................... Registration and Denominations.............................................. Payments on the Bonds....................................................... General................................................................. Funds Available for Payments on the Bonds............................... Priority of Payments.................................................... Accrued Bond Interest................................................... Principal Payment Amount................................................ [Yield Maintenance Amount............................................... Treatment of REO Properties............................................. Subordination............................................................... Advances.................................................................... Reports to Bondholders; Certain Available Information....................... [Trustee Reports; Special Servicer Reports.............................. Other Information....................................................... Voting Rights............................................................... The Trustee................................................................. [Optional Redemption]....................................................... Additional Information...................................................... THE ISSUER...................................................................... THE OWNER TRUSTEE............................................................... THE ADMINISTRATOR............................................................... YIELD AND MATURITY CONSIDERATIONS............................................... Yield Considerations........................................................ General................................................................. Rate and Timing of Principal Payments................................... Losses and Shortfalls................................................... Certain Relevant Factors................................................ Unpaid Accrued Bond Interest............................................ Weighted Average Life....................................................... FEDERAL INCOME TAX CONSEQUENCES................................................. General..................................................................... Status as Real Property Loans............................................... Discount and Premium........................................................ Backup Withholding and Information Reporting................................ CERTAIN ERISA CONSIDERATIONS.................................................... LEGAL INVESTMENT................................................................ METHOD OF DISTRIBUTION.......................................................... LEGAL MATTERS................................................................... RATINGS......................................................................... INDEX OF PRINCIPAL DEFINITIONS.................................................. SUMMARY OF PROSPECTUS SUPPLEMENT The following summary is qualified in its entirety by reference to the detailed information appearing elsewhere in this Prospectus Supplement and in the accompanying Prospectus. Certain capitalized terms that are used in this Summary may be defined elsewhere in this Prospectus Supplement or in the Prospectus. An Index of Principal Definitions is included at the end of both this Prospectus Supplement and the Prospectus. Terms that are used but not defined in this Prospectus Supplement will have the meanings specified in the Prospectus. Issuer........................... ICCMAC Commercial Trust [____] (the "Issuer") is a trust established under the laws of the State of _________ by Imperial Credit Commercial Mortgage Acceptance Corp. (the "Depositor"), a California corporation, pursuant to a Deposit Trust Agreement, to be dated as of __________, 199_ (the "Deposit Trust Agreement"), between the Depositor and ____________________ as owner trustee (the "Owner Trustee"). The Depositor, is a [direct wholly-owned subsidiary] of Imperial Credit Commercial Mortgage Investment Corp. ("ICCMIC") The Depositor initially will own 100% of the beneficial interests in the Issuer, but may transfer a portion of such beneficial interests to an affiliate. None of the Depositor, ICCMIC, or any affiliate of either of them has guaranteed or insured the Offered Bonds or the Mortgage Loans. The Owner Trustee maintains its principal corporate trust office at ________________________________, telephone (___) ___________. See "The Issuer" and "The Owner Trustee" herein and "The Depositor" in the Prospectus. Bonds............................ The Issuer is issuing approximately $__________ aggregate Bond Principal Amount of its Series 199_-____ Collateralized Mortgage Bonds (the "Bonds"). The Bonds will be issued on the Closing Date in [seven] classes (each, a "Class") to be designated as: [(i) the Class A-1 and Class A-2 Bonds (collectively, the "Class A Bonds" or the "Senior Bonds"); (ii) the Class B, Class C and Class D Bonds (collectively with the Class A Bonds, the "Offered Bonds"); and (iii) the Class E and Class F Bonds (collectively, the "Private Bonds"; and collectively with the Class B, Class C and Class D Bonds, the "Subordinate Bonds")]. Only the Offered Bonds are offered hereby. The Private Bonds have not and will not be registered under the Securities Act of 1933, as amended (the "Securities Act") and are not offered hereby. The Private Bonds will initially be issued to and held by one or more affiliates of the Issuer and are not offered hereby. To the extent this Prospectus Supplement contains information regarding the Private Bonds, such information is provided because of its potential relevance to a prospective purchaser of an Offered Bond. The Bonds will be issued pursuant to an Indenture, to be dated as of _________, 199_ (the "Indenture"), between the Owner Trustee, on behalf of the Issuer, and the Trustee, on behalf of the holders of the Bonds (the "Bondholders"). The Bonds will be non-recourse obligations of the Issuer. The Bonds are not insured or guaranteed by any governmental agency or instrumentality or by any other person. The respective Classes of Bonds will be issued in the initial aggregate Bond Principal Amount (in each case, subject to a variance of plus or minus __%), and will accrue interest at the Bond Interest Rates, set forth below: Initial Aggregate Bond Bond Principal Interest Class Amount Rate ------------- ----------------- ----------- [Class A-1] $ % [Class A-2] $ % [Class B] $ % [Class C] $ % [Class D] $ % [Class E] $ % [Class F] $ % The "Issuer's Equity" represents the right of the Issuer or its designee (i) to receive all payments on and proceeds of the Collateral not otherwise allocable to pay interest, principal and other amounts on the Bonds in accordance with their terms or expenses of the Trust Estate (as defined herein) and (ii) to have the remaining Collateral returned to it after the Indenture is satisfied and discharged. The principal amount of the Issuer's Equity as of any date of determination is the amount (the "Overcollateralization Amount"), if any, by which the then aggregate Stated Principal Balance (as defined herein) of the Mortgage Pool (initially equal to the Initial Pool Balance) exceeds the then aggregate Bond Principal Amount of all the Bonds. As of the Closing Date, the Overcollateralization Amount will equal approximately $______________. Trustee.......................... _________________________, a ______________. See "Description of the Bonds--The Trustee" herein. Administrator.................... _______________________________ (the "Administrator") will perform certain functions as agent on behalf of the Issuer pursuant to an Administration Agreement, to be dated as of ____________, 199_ (the "Administration Agreement"), between the Administrator and the Owner Trustee, on behalf of the Issuer. Master Servicer.................. _______________________, a ________ corporation ("_____"). See "Servicing--The Master Servicer" herein. Special Servicer................. _____ (which serves as Master Servicer) will be the Special Servicer with respect to all the Mortgage Loans. The Special Servicer may be removed without cause under certain circumstances described herein under "Servicing--Responsibilities of Special Servicer." Mortgage Loan Seller............. ____________________ (the "Mortgage Loan Seller"). See "Description of the Mortgage Pool--General" herein. Cut-off Date..................... ___________, 199_. Closing Date..................... On or about ___________, 199_. Accrual Date..................... ____________, 199_, the date as of which interest begins to accrue on the Bonds. Payment Date..................... The ___ day of each month or, if any such ___ day is not a business day, then the next succeeding business day, commencing in ________, 199_. Collection Period................ As 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 Payment Date, commencing immediately following the Cut-off Date) and ending on and including the related Determination Date. Determination Date............... As to any Payment Date, the __ day of the month in which such Payment Date occurs, or if such __ day is not a business day, the immediately preceding business day. Record Date...................... As to any Payment Date, the last business day of the month immediately preceding the month in which such Payment Date occurs. Interest Accrual Period.......... As to any Payment Date, the calendar month preceding the month in which such Payment Date occurs. Book-Entry Registration.......... Each Class of Offered Bonds will initially be issued in book-entry form through the facilities of DTC and, accordingly, will constitute "Book-Entry Bonds" within the meaning of the Prospectus. No person acquiring an interest in a Book-Entry Bond (any such person, a "Bond Owner") will be entitled to receive a fully registered physical security (a "Definitive Bond") evidencing such interest, except under the limited circumstances described in the Prospectus. See "Risk Factors-- Owners of Book-Entry Bonds Not Entitled to Exercise Rights of Holders of Bonds" in the Prospectus and "Description of the Bonds--Registration and Denominations" herein and "Description of the Bonds--Book-Entry Registration and Definitive Bonds" in the Prospectus. Denominations.................... The Offered Bonds will each be issued in minimum denominations of $________ initial Bond Principal Amount and in any whole dollar in excess thereof. Security for the Bonds........... The Bonds will be secured by a pledge of the Trust Estate. The "Trust Estate" will consist of all rights, money, instruments, securities and other property, including all proceeds thereof, which are subject to, or intended to be subject to, the lien of the Indenture for the benefit of the Bondholders, including without limitation the Collateral. The "Collateral" will consist of the Mortgage Loans, any REO Properties (as defined herein) acquired in respect thereof and the Collection Account. See, "Description of the Mortgage Pool" herein and "Description of the Agreements--Accounts" in the Prospectus. A. The Mortgage Pool............ The Mortgage Pool will consist of [fixed rate] [floating rate] [partially fixed-partially floating rate] Mortgage Loans evidenced by a note or bond (a "Mortgage Note") secured by first liens on [multifamily properties] [office buildings] [retail stores and establishments] [hotels or motels] [nursing homes] [assisted living facilities] [continuum care facilities] [day care centers] [schools] [hospitals or other healthcare related facilities] [industrial properties] [warehouse facilities] [mini-warehouse facilities] [self-storage facilities] [distribution centers] [transportation centers] [parking facilities] [entertainment and/or recreation facilities] [mobile home parks] [mixed use (including mixed commercial uses and mixed commercial and residential uses)] and/or [unimproved land] (the "Mortgaged Properties") located in __ different states. [The Mortgage Pool will also include undivided ownership interests in Mortgage Loans secured by the Mortgaged Properties.] The Mortgage Loans will have an aggregate principal balance as of the Cut-off Date of $_________ [, subject to a permitted variance of plus or minus __%] (the "Initial Pool Balance"). The Mortgage Loans will have terms to maturity from the date of origination or modification of not more than ____ years, and a weighted average remaining term to maturity of approximately _____ months as of the Cut-off Date. The Mortgage Loans will bear interest at Mortgage Rates of at least _____% per annum but not more than _____% per annum, with a weighted average Mortgage Rate of approximately ____% per annum as of the Cut-off Date. On or prior to the Closing Date, the Depositor will acquire the Mortgage Loans from the Mortgage Loan Seller pursuant to a Mortgage Loan Purchase Agreement dated as of __________ (the "Mortgage Loan Purchase Agreement") between the Depositor and the Mortgage Loan Seller. In the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller has made certain representations and warranties to the Depositor regarding the characteristics and quality of the Mortgage Loans and, as more particularly described herein, has agreed to cure any material breach thereof or repurchase the affected Mortgage Loan. In connection with the creation of, and the assignment of its interests in the Mortgage Loans to the Issuer, the Depositor will also assign its rights under the Mortgage Loan Purchase Agreement insofar as they relate to or arise out of the Mortgage Loan Seller's representations and warranties regarding the Mortgage Loans. The Issuer will, in turn, pledge such rights under the Mortgage Loan Purchase Agreement so assigned to it as part of the Trust Estate to secure the Bonds. See "Description of the Mortgage Pool--Representations and Warranties; Repurchases" herein. [_____ of the Mortgage Loans, representing _____% of the Mortgage Loans by aggregate principal balance as of the Cut-off Date, provide for scheduled payments of principal and/or interest ("Monthly Payments") to be due on the _____ day of each month; the remainder of the Mortgage Loans provide for Monthly Payments to be due on the __, __ or __ day of each month (the date in any month on which a Monthly Payment on a Mortgage Loan is first due, the "Due Date"). [The rate per annum at which interest accrues on each Mortgage Loan (each such Mortgage Loan, an "ARM Loan") is subject to adjustment on specified Due Dates (each such date, an "Interest Rate Adjustment Date") by adding a fixed percentage amount (a "Gross Margin") to the value of the then-applicable Index (as described below) subject, in the case of substantially all of the Mortgage Loans, to maximum and minimum lifetime Mortgage Rates as described herein. ___ of the Mortgage Loans, representing ___% of the Mortgage Loans by aggregate principal balance as of the Cut-off Date, provide for Interest Rate Adjustment Dates to occur [monthly]; the remainder of the Mortgage Loans provide for adjustments to the Mortgage Rate to occur quarterly, semi-annually or annually. [Each of the Mortgage Loans provides for an initial fixed interest rate period;] _________ of the Mortgage Loans, representing _____% of the Mortgage Loans by aggregate principal balance as of the Cut-off Date, have not yet experienced their first Interest Rate Adjustment Date. The latest initial Interest Rate Adjustment Date for any Mortgage Loan is scheduled to occur on ________.]] [The amount of the Monthly Payment on each Mortgage Loan is also subject to adjustment on specified Due Dates (each such date, a "Payment Adjustment Date") to an amount that would amortize the outstanding principal balance of the Mortgage Loan over its then remaining amortization schedule and pay interest at the applicable Mortgage Rate, [without affecting the amount of the originally scheduled monthly principal payments] [subject, in the case of several Mortgage Loans, to payment caps, which limit the amount by which the Monthly Payment may adjust on any Payment Adjustment Date as described herein. _______ of the Mortgage Loans, representing __% of the Mortgage Loans (by aggregate principal balance as of the Cut-off Date, provide for Payment Adjustment Dates to occur annually, while the remainder of the Mortgage Loans provide for adjustments of the Monthly Payment to occur monthly, quarterly or semi-annually.] [Only in the case of _________ Mortgage Loans, representing ____% of the Mortgage Loans by aggregate principal balance as of the Cut-off Date, does a Payment Adjustment Date immediately follow each Interest Rate Adjustment Date. As a result, and because the application of payment caps may limit the amount by which the Monthly Payments may adjust in respect of certain Mortgage Loans, the amount of a Monthly Payment may be more or less than the amount necessary to amortize the remaining principal balance of the Mortgage Loan over its then remaining amortization schedule and pay interest at the then-applicable Mortgage Rate. Accordingly, Mortgage Loans may be subject to slower amortization (if the Monthly Payment due on a Due Date is sufficient to pay interest accrued to such Due Date at the then-applicable Mortgage Rate but is not sufficient to reduce principal in accordance with the applicable amortization schedule), to negative amortization (if interest accrued to a Due Date at the applicable Mortgage Rate is greater than the entire Monthly Payment due on such Due Date) or to accelerated amortization (if the Monthly Payment due on a Due Date is greater than the amount necessary to pay interest accrued to such Due Date at the then-applicable Mortgage Rate and to reduce principal in accordance with the applicable amortization schedule).] [__ Mortgage Loans, representing ____% of the Mortgage Loans by aggregate principal balance as of the Cut-off Date, permit negative amortization. Substantially all of the Mortgage Loans that permit negative amortization contain provisions that limit the extent to which the amount of their respective original principal balances may be exceeded as a result thereof.] [___ of the Mortgage Loans (the "Balloon Loans") provide for monthly payments of principal based on amortization schedules significantly longer than the remaining term of such Mortgage Loans, thereby leaving substantial outstanding principal amounts due and payable (each such payment, a "Balloon Payment") on their respective maturity dates, unless prepaid prior thereto.] For a further description of the Mortgage Loans, see "Description of the Mortgage Pool" herein. As of any Interest Rate Adjustment Date, the [Index] [Indices] used to determine the Mortgage Rate on each Mortgage Loan will be the ____________. See "Description of the Mortgage Pool--The Index" herein.] [Conversion of Mortgage Loans.... Approximately __% of the Mortgage Loans (by aggregate principal balance as of the Cut-off Date) (the "Convertible Mortgage Loans") provide that, at the option of the related mortgagor (the "Mortgagor"), the adjustable interest rate on such Mortgage Loans may be converted to a fixed interest rate, provided that certain conditions have been satisfied. Upon notification from a Mortgagor of such Mortgagor's intent to convert from an adjustable interest rate to a fixed interest rate, and prior to the conversion of any such Mortgage Loan, the related Warrantying Party (as defined herein) will be obligated to purchase the Converting Mortgage Loan (as defined herein) at the Conversion Price (as defined herein). [In the event of a failure by a Subservicer to purchase a "Converting Mortgage Loan"], the Master Servicer is required to use its best efforts to purchase such Converted Mortgage Loan (as defined herein) from the Mortgage Pool at the Conversion Price during the one-month period following the date of conversion.] In the event that neither the related Warrantying Party nor the Master Servicer purchases a Converting or Converted Mortgage Loan, the Mortgage Pool will thereafter include both fixed-rate and adjustable-rate Mortgage Loans. See "Yield and Maturity Considerations" herein.] The Mortgage Loans will be serviced by the Master Servicer and, under the circumstances described herein, the Special Servicer pursuant to the Servicing Agreement dated as of _________, 199__ (the "Servicing Agreement"), among the Owner Trustee on behalf of the Issuer, the Trustee on behalf of the Bondholders, the Master Servicer and the Special Servicer. See "Servicing of the Mortgage Loans" herein and "Description of the Agreements--Collection and Other Servicing Procedures" in the Prospectus. B. The Collection Account....... All collections on or in respect of the Mortgage Loans will be deposited in an account (the "Collection Account") and, as and to the extent described herein, will be available for application to payments on the Bonds on the related Payment Date and for payment of certain related servicing and administrative fees and expenses. See "Description of the Agreements" in the Prospectus. Payments on the Bonds - General.. Payments will be made by or on behalf of the Trustee on each Payment Date to the Bondholders of record at the close of business on the related Record Date; except in the case of the final payment on any Class of Bonds which will require presentation and surrender of such Bonds. All payments made with respect to any Class of Bonds will be allocated pro rata among the outstanding Bonds of such Class based on the respective Bond Principal Amounts thereof. Payments of Interest and Principal on the Bonds........... [On each Payment Date, unless the Bonds have been declared due and payable following an event of default (as described in the Prospectus under "Description of the Agreements--Certain Terms of the Indenture") and such declaration and its consequences have not been rescinded and annulled, the Available Payment Amount (as defined herein) for such date, which will not include Prepayment Premiums under such circumstances, will be applied to make payments among the respective Classes of Bondholders for the following purposes and in the following order of priority, in each case to the extent of remaining funds: (i) to the holders of the Class A Bonds in respect of interest, pro rata between the two Classes of Class A Bondholders based on entitlement, up to an amount equal to all Accrued Bond Interest (as defined below) in respect of each such Class of Bonds for the related Interest Accrual Period and, to the extent not previously paid, for all prior Interest Accrual Periods; (ii) to the holders of the Class A Bonds in respect of principal, allocable as between the two Classes of Class A Bondholders as described herein, up to an amount equal to the lesser of (a) the then aggregate Bond Principal Amount of the Class A Bonds and (b) the Principal Payment Amount (as defined below) for such Payment Date; (iii) to the holders of the Class B Bonds in respect of interest, up to an amount equal to all Accrued Bond Interest in respect of such Class of Bonds for the related Interest Accrual Period and, to the extent not previously paid, for all prior Interest Accrual Periods; (iv) after the aggregate Bond Principal Amount of the Class A Bonds has been reduced to zero, to the holders of the Class B Bonds in respect of principal, up to an amount equal to the lesser of (a) the then aggregate Bond Principal Amount of the Class B Bonds and (b) the excess, if any, of the Principal Payment Amount for such Payment Date over any amounts paid on such Payment Date in retirement of the Class A Bonds pursuant to clause (ii) above; (v) to the holders of the Class C Bonds in respect of interest, up to an amount equal to all Accrued Bond Interest in respect of such Class of Bonds for the related Interest Accrual Period and, to the extent not previously paid, for all prior Interest Accrual Periods; (vi) after the aggregate Bond Principal Amount of the Class A and Class B Bonds has been reduced to zero, to the holders of the Class C Bonds in respect of principal, up to an amount equal to the lesser of (a) the then aggregate Bond Principal Amount of the Class C Bonds and (b) the excess, if any, of the Principal Payment Amount for such Payment Date over any amounts paid on such Payment Date in retirement of the Class A and/or Class B Bonds pursuant to clauses (ii) and (iv) above; (vii) to the holders of the Class D Bonds in respect of interest, up to an amount equal to all Accrued Bond Interest in respect of such Class of Bonds for the related Interest Accrual Period and, to the extent not previously paid, for all prior Interest Accrual Periods; (viii) after the aggregate Bond Principal Amount of the Class A, Class B and Class C Bonds has been reduced to zero, to the holders of the Class D Bonds in respect of principal, up to an amount equal to the lesser of (a) the then aggregate Bond Principal Amount of the Class D Bonds and (b) the excess, if any, of the Principal Payment Amount for such Payment Date over any amounts paid on such Payment Date in retirement of the Class A, Class B and/or Class C Bonds pursuant to clauses (ii), (iv) and (vi) above; (ix) to the holders of the Class E Bonds in respect of interest, up to an amount equal to all Accrued Bond Interest in respect of such Class of Bonds for the related Interest Accrual Period and, to the extent not previously paid, for all prior Interest Accrual Periods; (x) after the aggregate Bond Principal Amount of the Class A, Class B, Class C and Class D Bonds has been reduced to zero, to the holders of the Class E Bonds in respect of principal, up to an amount equal to the lesser of (a) the then aggregate Bond Principal Amount of the Class E Bonds and (b) the excess, if any, of the Principal Payment Amount for such Payment Date over any amounts paid on such Payment Date in retirement of the Class A, Class B, Class C and/or Class D Bonds pursuant to clauses (ii), (iv), (vi) and (viii) above; (xi) to the holders of the Class F Bonds in respect of interest, up to an amount equal to all Accrued Bond Interest in respect of such Class of Bonds for the related Interest Accrual Period and, to the extent not previously paid, for all prior Interest Accrual Periods; (xii) after the aggregate Bond Principal Amount of the Class A, Class B, Class C, Class D and Class E Bonds has been reduced to zero, to the holders of the Class F Bonds in respect of principal, up to an amount equal to the lesser of (a) the then aggregate Bond Principal Amount of the Class F Bonds and (b) the excess, if any, of the Principal Payment Amount for such Payment Date over any amounts paid on such Payment Date in retirement of the Class A, Class B, Class C, Class D and/or Class E Bonds pursuant to clauses (ii), (iv), (vi), (viii) and (x) above; and (xiii) if, after giving effect to the payments of principal on the Bonds contemplated by clauses (ii), (iv), (vi), (viii), (x) and (xii) above, the aggregate Bond Principal Amount of all the Bonds still exceeds the aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding immediately following such Payment Date, then to the holders of the Class A Bonds (allocable as between the two Classes of Class A Bondholders as described herein), the Class B Bonds, the Class C Bonds, the Class D Bonds, the Class E Bonds and the Class F Bonds, in that order, until (in the case of each Class of Bonds on which payments of principal are so made) such excess (or the aggregate Bond Principal Amount of such Class of Bonds) is reduced to zero (whichever occurs first).] [Except under the limited circumstances described herein, payments of principal on the Class A Bonds as described above will be paid, first, to the holders of the Class A-1 Bonds, until the aggregate Bond Principal Amount of such Class of Bonds is reduced to zero, and thereafter, to the holders of the Class A-2 Bonds, until the aggregate Bond Principal Amount of such Class of Bonds is reduced to zero.] [Any portion of the Available Payment Amount for any Payment Date that is not applied to make payments of interest and principal on the Bonds as described above will be paid to or at the direction of Issuer in respect of the Issuer's Equity on such Payment Date.] [The "Accrued Bond Interest" in respect of any Class of Bonds for any Interest Accrual Period will equal one month's interest at the applicable Bond Interest Rate accrued on the aggregate Bond Principal Amount of such Class of Bonds outstanding immediately prior to the related Payment Date. Accrued Bond Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.] [The "Principal Payment Amount" for any Payment Date will, in general, equal the aggregate of the following: (a) the principal portions of all Scheduled Payments (other than Balloon Payments) and any Assumed Scheduled Payments due or deemed due, as the case may be, in respect of the Mortgage Loans for their respective Due Dates occurring during the related Collection Period; (b) all payments (including Principal Prepayments and Balloon Payments) and other collections (including Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds (each as defined in the Prospectus)) 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 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 Scheduled Payment (other than a Balloon Payment) due, or the principal portion of any Assumed Scheduled 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 (c) if such Payment Date is subsequent to the initial Payment Date, the excess, if any, of (i) the Principal Payment Amount for the immediately preceding Payment Date, over (ii) the aggregate payments of principal made in respect of the Bonds on such immediately preceding Payment Date.] [The "Scheduled Payment" due in respect of any Mortgage Loan on any related Due Date will be 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, without regard to any waiver, modification or amendment of such Mortgage Loan subsequent to the Closing Date, and assuming that each prior Scheduled Payment has been made in a timely manner.] [The "Assumed Scheduled Payment" is an amount deemed due in respect of any Balloon Loan that is delinquent in respect of its Balloon Payment beyond the first Determination Date that follows its original stated maturity date. The Assumed Scheduled Payment deemed due on any such Mortgage Loan on its original stated maturity date and on each successive Due Date that it remains or is deemed to remain outstanding shall equal the Scheduled 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 as of the Closing Date.] [Payments of Yield Maintenance Amounts on the Bonds............. On each Payment Date, unless the Bonds have been declared due and payable following an Issuer Event of Default and such declaration and its consequences have not been rescinded and annulled, the aggregate of all Prepayment Premiums that were received on the Mortgage Loans during the related Collection Period will be applied to make payments among the respective Classes of Bondholders in alphabetical order of Class designation (with the Class A-1 and Class A-2 Bondholders having a pari passu right to payment), in each case, up to the related Yield Maintenance Amount (if any) for their Bonds. If and to the extent that the aggregate Prepayment Premiums received on the Mortgage Loans during any Collection Period exceed the aggregate Yield Maintenance Amount in respect of the Bonds for the related Payment Date, then such excess will be paid on such Payment Date to or at the direction of the Issuer in respect of the Issuer's Equity. See "Description of the Bonds--Payments on the Bonds" herein.] Subordination.................... [As and to the extent set forth herein, the rights of the Issuer or its designee to receive payments of amounts received on the Mortgage Loans in respect of the Issuer's Equity will be subordinated to the rights of the Bondholders to receive such amounts in respect of interest, principal and other amounts due and owing on their Bonds from time to time. In addition, as and to the extent set forth herein, for purposes of receiving payments of interest, principal and other amounts due and owing thereon from time to time out of collections on the Mortgage Loans, the Private Bonds will be subordinate to the Offered Bonds, the Class D Bonds will be subordinate to the Class A, Class B and Class C Bonds, the Class C Bonds will be subordinate to the Class A and Class B Bonds, and the Class B Bonds will be subordinate to the Class A Bonds. See "Description of the Bonds--Payments on the Bonds" and "--Subordination" herein. Such subordination will be accomplished by, among other things, the application of the Available Payment Amount on each Payment Date in the order described above in this Summary under "Payments of Interest and Principal on the Bonds". Realized Losses (as defined herein), Net Aggregate Prepayment Interest Shortfalls (also as defined herein) and other shortfalls in respect of the Mortgage Loans will, in each case, be borne by the Issuer and the holders of the Private Bonds (to the extent of amounts otherwise payable in respect of the Issuer's Equity and the Private Bonds, respectively) prior to any such losses, shortfalls and/or expenses being borne by the holders of the Offered Bonds. If and to the extent that Realized Losses, together with any Net Aggregate Prepayment Interest Shortfalls, exceed the sum of the initial Overcollateralization Amount and the initial aggregate Bond Principal Amount of the Private Bonds, it is likely that the holders of one or more Classes of Offered Bonds will not receive the full Bond Principal Amount of their Bonds. See "Description of the Bonds--Subordination" herein.] Treatment of REO Properties...... Notwithstanding that a Mortgaged Property securing any Mortgage Loan may be acquired as part of the Trust Estate through foreclosure, deed in lieu of foreclosure or otherwise (upon acquisition, an "REO Property"), such Mortgage Loan will, for purposes of, among other things, determining payments of principal on the Bonds, as well as Servicing Fees, Special Servicing Fees, and Trustee Fees (each as defined herein), generally be treated as having remained outstanding until such REO Property is liquidated. In connection therewith, operating revenues and other proceeds derived from such REO Property (exclusive of related operating costs, including certain reimbursements payable to the Master Servicer and/or Special Servicer in connection with the operation and disposition of such REO Property) will be "applied" or treated by the Master Servicer as principal, interest and other amounts "due" on such Mortgage Loan; and, subject to a recoverability determination as more fully described herein (see "Description of the Bonds--Advances"), each Servicer (as defined below) will be required to make P&I Advances, as described below, in respect of such Mortgage Loan as if it had remained outstanding. P&I Advances..................... The Master Servicer and the Special Servicer (each, a "Servicer") are required to make advances ("P&I Advances") for delinquent Monthly Payments on the Mortgage Loans, subject to the limitations described herein. None of the Servicers will be required to advance the full amount of any Balloon Payment not made by the related Mortgagor. To the extent a Servicer is required to make a P&I Advance on and after the Due Date for a Balloon Payment, such P&I Advance shall not exceed an amount equal to the monthly payment calculated by the Special Servicer necessary to fully amortize the related Mortgage Loan over the period used for purposes of calculating the scheduled monthly payments thereon prior to the related Maturity Date. As more fully described herein, each Servicer making a P&I Advance (or any other advance) will be entitled to reimbursement thereof and interest thereon at the prime rate determined in accordance with the Servicing Agreement to the extent provided therein. See "Description of the Bonds--Advances" herein and "Description of the Bonds--Advances in Respect of Delinquencies" in the Prospectus. [Compensating Interest Payments......................... To the extent of the aggregate of all Servicing Fees and Prepayment Interest Excesses paid to the Master Servicer as servicing compensation for the related Collection Period, the Master Servicer is required to make a non-reimbursable payment (a "Compensating Interest Payment") with respect to each Payment Date to cover the aggregate of any Prepayment Interest Shortfalls incurred during such Collection Period. A "Prepayment Interest Shortfall" is a shortfall in the collection of a full month's interest (net of related Servicing Fees and Special Servicing Fees (as defined herein), and without regard to any Prepayment Premium actually collected) on any Mortgage Loan by reason of a full or partial voluntary principal prepayment being made and applied to such Mortgage Loan prior to the related Due Date in any Collection Period. A "Prepayment Interest Excess" is a payment of interest (net of related Servicing Fees and Special Servicing Fees and exclusive of any Prepayment Premium actually collected) made in connection with any full or partial prepayment of a Mortgage Loan being made and applied to such Mortgage Loan after the related Due Date in any Collection Period, which payment of interest is intended to cover the period from such Due Date to the date of prepayment. The "Net Aggregate Prepayment Interest Shortfall" for any Payment Date will be the amount, if any, by which (a) the aggregate of all Prepayment Interest Shortfalls incurred during the related Collection Period exceeds (b) any Compensating Interest Payment made by the Master Servicer with respect to such Payment Date. See "Servicing of the Mortgage Loans--Servicing and Other Compensation and Payment of Expenses" herein.] [Optional Redemption............. The Issuer may, at its option, redeem any Class of Offered Bonds, in whole but not in part, on any Payment Date, if the then aggregate Bond Principal Amount of such Class of Offered Bonds is less than __% of the initial aggregate Bond Principal Amount thereof and no Issuer Event of Default has occurred and is continuing. Such redemption will be at a price (calculated after taking into account payments made on the Bonds out of the Available Payment Amount for the applicable Payment Date) equal to 100% of the aggregate unpaid Bond Principal Amount of the Bonds redeemed, plus accrued and unpaid interest through the end of the related Interest Accrual Period. Notice of any such optional redemption must be mailed by the Issuer or the Trustee at least __ days prior to the date set for optional redemption. No Yield Maintenance Amount will be payable in connection with such optional redemption. See "Description of the Bonds--Optional Redemption" herein.] Certain Investment Considerations................... The yield on any Offered Bond will depend on (a) the price at which such Bond is purchased by an investor and (b) the rate, timing and amount of payments on such Bond. The rate, timing and amount of payments on any Offered Bond will in turn depend on, among other things, (i) the Bond Interest Rate for such Bond, (ii) the rate and timing of principal payments (including principal prepayments) and other principal collections on the Mortgage Loans, (iii) the rate, timing and severity of Realized Losses and Net Aggregate Prepayment Interest Shortfalls and (iv) the priority of such Bond to receive payments. The yield to maturity on any Offered Bond purchased at a discount or premium will be affected by the rate and timing of principal payments thereon. Principal payments on the Offered Bonds will, in turn, be affected by payments and other collections of principal on or in respect of the Mortgage Loans. An investor should consider, in the case of any Offered Bond purchased at a discount, the risk that a slower than anticipated rate of principal payments thereon could result in a lower than anticipated yield and, in the case of any Offered Bond purchased at a premium, the risk that a faster than anticipated rate of principal payments thereon could result in a lower than anticipated yield. See "Yield and Maturity Considerations" herein and in the Prospectus. The full or partial, as applicable, allocation of Prepayment Premiums actually collected on the Mortgage Loans to make payments to the holders of any particular Class of Bonds in respect of the related Yield Maintenance Amount may be insufficient to offset fully any adverse effects on the yield of such Class of Bonds that the related prepayments may otherwise have. Federal Income Tax Consequences.. In the opinion of Cadwalader, Wickersham & Taft, special counsel to the Issuer, for federal income tax purposes, the Offered Bonds will be characterized as indebtedness and not as representing an ownership interest in the Trust Estate or an equity interest in the Issuer or the Depositor. For further information regarding certain federal income tax consequences of an investment in the Bonds, see "Federal Income Tax Consequences" herein and "Certain Federal Income Tax Consequences" in the Prospectus. Investors are advised to consult their tax advisors as to the tax consequences of an investment in the Offered Bonds in light of investors' individual circumstances and to review "Federal Income Tax Consequences" herein and "Certain Federal Income Tax Consequences" in the Prospectus. Certain ERISA Considerations..... A fiduciary of any employee benefit plan or other retirement arrangement subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986 as amended (the "Code") (each, a "Plan") should carefully review with its legal advisors whether the purchase or holding of the Bonds could give rise to a transaction prohibited or not otherwise permissible under ERISA or Section 4975 of the Code. See "Certain ERISA Considerations" herein and "ERISA Considerations" in the Prospectus. Subject to the conditions set forth in "Certain ERISA Considerations," the Bonds may, in general, be purchased by or on behalf of a Plan (including without limitation, as applicable, an insurance company general account) that is subject to Title I of ERISA or Section 4975 of the Code only if, and each fiduciary causing the Bonds to be purchased by or on behalf of such a plan shall be deemed to have represented that, an exemption from the prohibited transaction rules applies such that the purchase and holding of the Bonds by or on behalf of such Plan does not and will not result in a nonexempt prohibited transaction. Ratings.......................... It is a condition to their issuance that the respective Classes of Offered Bonds receive the following credit ratings from ("________") and/or ____________________ ("_____"; together with _____, the "Rating Agencies"): [Rating [Rating Class Agency] Agency] ------------- ------------ ------------ [Class A-1] [Class A-2] [Class B] [Class C] [Class D] The foregoing ratings of the Offered Bonds address the timely payment thereon of interest and the ultimate payment thereon of principal on or before their Stated Maturity. The foregoing ratings of the Offered Bonds do not address the tax attributes of the Offered Bonds, the Issuer or the Trust Estate. The ratings of the Offered Bonds do not address certain other matters as described under "Ratings" herein. There is no assurance that any such rating will not be lowered, qualified or withdrawn by a Rating Agency, if, in its judgment, circumstances so warrant. There can be no assurance whether any other rating agency will rate any of the Offered Bonds, or if one does, what rating such agency would assign. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. Legal Investment ................ The Class __, Class __, Class __, Class __ and Class __ Bonds will [not] be "mortgage related securities" within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended ("SMMEA") [so long as they are rated in one of the two highest rating categories by at least one nationally recognized statistical rating organization]. The Class __, Class ___ and Class __ Bonds will not be "mortgage related securities" within the meaning of SMMEA. The appropriate characterization of the Offered Bonds under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase any Class of Offered Bonds, may be subject to significant interpretative uncertainties. In addition, institutions whose investment activities are subject to review by certain regulatory authorities may be or may become subject to restrictions, which may be retroactively imposed by such regulatory authorities, on the investment by such institutions in certain forms of mortgage-backed securities. Furthermore, certain states have enacted legislation overriding the legal investment provisions of SMMEA. Accordingly, investors should consult their own legal advisors to determine whether and to what extent the Offered Bonds constitute legal investments for them. See "Legal Investment" herein and in the Prospectus. RISK FACTORS Prospective purchasers of Offered Bonds should consider, among other things, the following risk factors (as well as the risk factors set forth under "Risk Factors" in the Prospectus) in connection with an investment therein. [The following risks are subject to modification to reflect the actual circumstances relating to any series of Bonds.] Certain Yield and Maturity Considerations As a result of, among other things, prepayments, defaults and losses on the Mortgage Loans, the amount and timing of payments of principal and/or interest on the Bonds may be highly unpredictable. Prepayments on the Mortgage Loans will result in a faster rate of principal payments on the Bonds than if payments on such Mortgage Loans were made as scheduled. Defaults and losses on the Mortgage Loans may delay and/or reduce the principal payments on the Bonds. Thus, the prepayment, default and loss experience on the Mortgage Loans may affect the aggregate payments on and the yield to maturity and average life of one or more Classes of Bonds, including one or more Classes of the Offered Bonds. The rate of principal payments and defaults and severity of losses on pools of multifamily and commercial mortgage loans varies among pools and from time to time is influenced by a variety of economic, demographic, geographic, social, tax and legal factors, as well as acts of God. For example, if prevailing interest rates fall significantly below the Mortgage Rates borne by the Mortgage Loans, principal prepayments thereon are likely to be higher than if prevailing interest rates remain at or above the rates borne by those Mortgage Loans. Conversely, if prevailing interest rates rise significantly above the Mortgage Rates borne by such Mortgage Loans, principal prepayments thereon are likely to be lower than if prevailing interest rates remain at or below the rates borne by those Mortgage Loans. The foregoing is subject, however, to, among other things, the particular terms of the Mortgage Loans (e.g., provisions which prohibit voluntary prepayments during specified periods or impose penalties in connection therewith) and the ability of Mortgagors to obtain new financing. There can be no assurance as to the actual rate of prepayment or default or the severity of losses on the Mortgage Loans. The extent to which prepayments on Mortgage Loans ultimately affect the yield to maturity and average life of any Class of Offered Bonds, will depend on the terms of such Bonds. The extent to which the yield to maturity of any Class of Offered Bonds may vary from the anticipated yield will depend upon the degree to which they are purchased at a discount or premium and the amount and timing of payments thereon. An investor should consider, in the case of any Offered Bond purchased at a discount, the risk that a slower than anticipated rate of principal payments thereon could result in an actual yield to such investor that is lower than the anticipated yield and, in the case of any Offered Bond purchased at a premium, the risk that a faster than anticipated rate of principal payments thereon could result in an actual yield to such investor that is lower than the anticipated yield. When considering the effects of prepayments on the average life and yield of a Bond, an investor should also consider provisions of the Indenture that permit the optional redemption of the Bonds. [The Issuer may, at its option, redeem any Class of Offered Bonds, in whole but not in part, on any Payment Date, if the then aggregate Bond Principal Amount of such Class of Bonds is less than __% of the initial aggregate Bond Principal Amount thereof.] See "Yield and Maturity Considerations" herein. Effect of Mortgagor Delinquencies and Defaults The aggregate amount of payments on the Offered Bonds, the yield to maturity of the Offered Bonds, the rate of principal payments on the Offered Bonds and the weighted average lives of the Offered Bonds will be affected by the rate and the timing of delinquencies and defaults on the Mortgage Loans. If a purchaser of a class of Offered Bonds calculates its anticipated yield based on an assumed rate of default and amount of losses on the Mortgage Loans that is lower than the default rate and amount of losses actually experienced and such additional losses are allocable to such class of Bonds, such purchaser's actual yield to maturity will be lower than that so calculated and could, under certain extreme scenarios, be negative. The timing of any loss on a liquidated Mortgage Loan will also affect the actual yield to maturity of the class of Offered Bonds to which a portion of such loss is allocable, even if the rate of defaults and severity of losses are consistent with an investor's expectations. In general, the earlier a loss borne by an investor occurs, the greater is the effect on such investor's yield to maturity. As and to the extent described herein, each Servicer will be entitled to receive interest on unreimbursed P&I Advances and unreimbursed advances of servicing expenses until such advances (i) are recovered out of amounts received on the Mortgage Loan as to which such advances were made pursuant to the Servicing Agreement, which amounts are in the form of late payments, liquidation proceeds, insurance proceeds, condemnation proceeds or amounts paid in connection with the purchase of such Mortgage Loan from the Issuer or (ii) are otherwise recovered following a determination that such advance is a nonrecoverable advance. Each Servicer's right to receive such payments of interest is prior to the rights of Bondholders to receive payments on the Bonds and, consequently, is likely to result in losses being allocated to the Offered Bonds that would not otherwise have resulted absent the accrual of such interest. The Special Servicer will be entitled to receive, with respect to each Mortgage Loan which is or was at some time a Specially Serviced Mortgage Loan, compensation in the form of a percentage of collections of any such Specially Serviced Mortgage Loan prior to the right of Bondholders to receive payments on the Bonds. Consequently, it is possible that shortfalls will be allocated to the Offered Bonds with respect to any Mortgage Loan which is or was at some time a Specially Serviced Mortgage Loan notwithstanding the fact that such Mortgage Loan is returned to a performing status. See "Servicing--Servicing and Other Compensation and Payment of Expenses" herein. Regardless of whether losses ultimately result, delinquencies and defaults on the Mortgage Loans may significantly delay the receipt of payments by the holder of a class of Offered Bonds, to the extent that P&I Advances or the subordination of another class of Bonds does not fully offset the effects of any such delinquency or default. The Special Servicer has the ability to extend and modify Mortgage Loans that are in default or as to which a payment default is imminent, including the ability to extend the date on which a Balloon Payment is due, subject to certain conditions described in the Servicing Agreement. A Servicer's obligation to make P&I Advances in respect of a Mortgage Loan that is delinquent as to its Balloon Payment is limited, however, to the extent described under "Description of the Bonds--Advances." Until such time as any Mortgage Loan delinquent in respect of its Balloon Payment is liquidated, the entitlement of the holders of any class of Offered Bonds on each Payment Date in respect of principal of such Mortgage Loan will be limited to any payment made by the related Mortgagor and any related P&I Advance made by a Servicer. Consequently, any delay in the receipt of a Balloon Payment that is payable, in whole or in part, to holders of the Offered Bonds will extend the weighted average life of the Offered Bonds. As described under "Description of the Bonds--Payments" herein, if the portion of the Available Payment Amount payable in respect of interest on any class of Offered Bonds on any Payment Date is not sufficient to pay the Accrued Bond Interest then payable for such class, the shortfall will be payable to holders of such class of Bonds on subsequent Payment Dates, to the extent of available funds. [Optional Redemption of Bonds The Issuer may, at its option, redeem any Class of Offered Bonds, in whole but not in part, on any Payment Date, if the then aggregate Bond Principal Amount of such Class of Offered Bonds is less than __% of the initial aggregate Bond Principal Amount thereof and no Issuer Event of Default has occurred and is continuing. No Yield Maintenance Amount will be payable in connection with such optional redemption. See "Description of the Bonds--Optional Redemption" herein.] Subordination of Subordinated Bonds As and to the extent described herein, the rights of the Issuer or its designee to receive payments of amounts received on the Mortgage Loans in respect of the Issuer's Equity will be subordinated to the rights of the Bondholders to receive such amounts on their Bonds, and the rights of the holders of the respective Classes of Subordinate Bonds, including the Class B, Class C and Class D Bonds, to receive payments of amounts collected in respect of the Mortgage Loans will be subordinated to those of the holders of the Class A Bonds and to those of the holders of each other Class of Bonds with an earlier alphabetical class designation. Although such subordination (whether of the Issuer's Equity or Subordinate Bonds) is, in varying degrees depending on the Class, intended to reduce the likelihood of temporary shortfalls and ultimate losses to holders of the respective Classes of Offered Bonds, the amount of subordination afforded to any particular Class of Offered Bonds will be limited and may decline under certain circumstances. In addition, the impact of losses and shortfalls experienced with respect to the Mortgage Loans may fall primarily upon those Classes of Bonds having a later right of payment. The amount of any applicable credit support provided by the Issuer's Equity in the Collateral to the Bonds, by the Private Bonds to the Offered Bonds, by the Class D Bonds to the Class A, Class B and Class C Bonds, by the Class C Bonds to the Class A and Class B Bonds, and by the Class B Bonds to the Class A Bonds, has been determined on the basis of criteria established by each Rating Agency that take into account an assumed level of defaults, delinquencies and losses on the Mortgage Loans. There can be no assurance, however, that the loss experience on the Mortgage Loans will not exceed such assumed levels. See "Description of the Bonds--Subordination" herein. Risks Associated with Certain of the Mortgage Loans and Mortgaged Properties The Mortgage Loans are secured by a fee simple or leasehold interest in multifamily, retail, hotel, nursing home, office and other commercial properties. Commercial and multifamily lending is generally viewed as exposing the lender to a greater risk of loss than one- to four-family residential lending. Commercial and multifamily lending typically involves larger loans to single borrowers or groups of related borrowers than residential one- to four-family mortgage loans. Further, the repayment of loans secured by income producing properties is typically dependent upon the successful operation of the related property. If the cash flow from the property is reduced (for example, if leases are not obtained or renewed), the borrower's ability to repay the loan may be impaired. Commercial and multifamily real estate can be affected significantly by the supply and demand in the market for the type of property securing the loan and, therefore, may be subject to adverse economic conditions. Market values may vary as a result of economic events or governmental regulations outside the control of the borrower or lender, such as rent control laws in the case of multifamily mortgage loans, which impact the future cash flow of the property. See "Limited Recourse Nature of Mortgage Loans; Recourse Generally Limited to Mortgaged Property" below. The successful operation of a real estate project is also dependent on the performance and viability of the property manager of such project. The property manager is responsible for responding to changes in the local market, planning and implementing the rental structure, including establishing appropriate rental rates, and advising the borrowers so that maintenance and capital improvements can be carried out in a timely fashion. There is no assurance regarding the performance of any operators and/or managers or persons who may become operators and/or managers upon the expiration or termination of leases or management agreements or following any default or foreclosure under a Mortgage Loan. An appraisal of each of the Mortgaged Properties was made between ________ ____ and _________ ____. It is possible that the market value of a Mortgaged Property securing a Mortgage Loan has declined since the most recent appraisal for such Mortgaged Property. Commercial and multifamily property values and net operating income are subject to volatility. The net operating income and value of the Mortgaged Properties may be adversely affected by a number of factors, including but not limited to national, regional and local economic conditions (which may be adversely impacted by plant closings, industry slowdowns and other factors); local real estate conditions (such as an oversupply of housing, retail, office or self-storage space, hotel rooms or nursing homes); changes or continued weakness in specific industry segments; perceptions by prospective tenants and, in the case of retail properties, retailers and shoppers, of the safety, convenience, services and attractiveness of the property; the willingness and ability of the property's owner to provide capable management and adequate maintenance; construction quality, age and design; demographic factors; retroactive changes to building or similar codes; and increases in operating expenses (such as energy costs). Historical operating results of the Mortgaged Properties may not be comparable to future operating results. In addition, other factors may adversely affect the Mortgaged Properties' value without affecting their current net operating income, including changes in governmental regulations, zoning or tax laws; potential environmental or other legal liabilities; the availability of refinancing; and changes in interest rate levels. The aggregate principal balance as of the Cut-off Date related to Mortgage Loans secured by [multifamily, retail, hotel, nursing home, office and other properties] represent approximately _____%, _____%, _____%, _____%, _____% and _____% of the Cut-off Date aggregate principal balance of the Mortgage Pool, respectively. [Risks Associated with Hotel Properties _____________ of the Mortgage Loans representing % of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date are secured by hotel properties. Like any income producing property, the income generated by a hotel property is subject to several factors such as local, regional and national economic conditions and competition. However, because such income is primarily generated by room occupancy and such occupancy is usually for short periods of time, the level of such income may respond more quickly to conditions such as those described above. Such sensitivity to competition may require more frequent improvements and renovations than other properties. To the extent a hotel is affiliated to, or associated with, a regional, national or international chain, changes in the public perception of such chain may have an impact on the income generated by the related property. Finally, the hotel industry is generally seasonal. This will result in fluctuation in the income generated by hotel properties.] [Risks Associated with Nursing Homes ______ of the Mortgage Loans representing % of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date are secured by residential health care facilities. Mortgage Loans secured by liens on residential health care facilities pose risks not associated with loans secured by liens on other types of income-producing real estate. Providers of long-term nursing care, assisted living and other medical services are subject to federal and state laws that relate to the adequacy of medical care, distribution of pharmaceuticals, rate setting, equipment, personnel, operating policies and additions to facilities and services and to the reimbursement policies of government programs and private insurers. The failure of any of the borrowers to maintain or renew any required license or regulatory approval could prevent it from continuing operations (in which case no revenues would be received from the related Mortgaged Property or the portion thereof requiring licensing) or, if applicable, bar it from participation in certain reimbursement programs. Furthermore, in the event of foreclosure, there can be no assurance that the Trustee or any other purchaser at a foreclosure sale would be entitled to the rights under such licenses and such party may have to apply in its own right for such a license. There can be no assurance that a new license could be obtained. In addition, to the extent any nursing home receives a significant portion of its revenues from government reimbursement programs, primarily Medicaid and Medicare, such revenue may be subject to statutory and regulatory changes, retroactive rate adjustments, administrative rulings, policy interpretations, delays by fiscal intermediaries and government funding restrictions. Moreover, governmental payors have employed cost-containment measures that limit payments to health care providers, and there are currently under consideration various proposals that could materially change or curtail those payments. Accordingly, there can be no assurances that payments under government programs will, in the future, be sufficient to fully reimburse the cost of caring for program beneficiaries. If not, net operating income of the Mortgaged Properties that receive substantial revenues from those sources, and consequently the ability of the related borrowers to meet their Mortgage Loan obligations, could be adversely affected. Under applicable federal and state laws and regulations, including those that govern Medicare and Medicaid programs, only the provider who actually furnished the related medical goods and services may sue for or enforce its rights to reimbursement. Accordingly, in the event of foreclosure, none of the Trustee, the Master Servicer, the Special Servicer or a subsequent lessee or operator of the property would generally be entitled to obtain from federal or state governments any outstanding reimbursement payments relating to services furnished at the respective properties prior to such foreclosure.] Limited Recourse Nature of Mortgage Loans; Recourse Generally Limited to Mortgaged Property Each Mortgage Loan is a nonrecourse loan as to which, in the event of a default under such Mortgage Loan, recourse generally may be had only against the related Mortgaged Property. Consequently, payment of each such Mortgage Loan prior to maturity is dependent primarily on the sufficiency of the net operating income of the related Mortgaged Property, and at maturity (whether at scheduled maturity or in the event of a default upon the acceleration of such maturity after default), upon the then market value of the related Mortgaged Property, or the ability to refinance such Mortgage Loan. None of the Mortgage Loans is insured or guaranteed by any governmental entity or private mortgage insurer or by any other person. However, as more fully described under "Description of the Mortgage Pool--Representations and Warranties; Repurchases" herein, the Mortgage Loan Seller will be obligated to repurchase those Mortgage Loans as to which there is a material breach of its representations and warranties, which breach cannot be cured in a timely manner. Risks Associated with Concentration of Mortgage Loans The average principal balance of the Mortgage Loans as of the Cut-off Date is approximately $_________, which is equal to _____% of the aggregate principal balance as of the Cut-off Date of the Mortgage Loans. A mortgage pool consisting of fewer loans each having a relatively higher outstanding principal balance may result in losses that are more severe, relative to the size of the pool, than would be the case if the pool consisted of a greater number of mortgage loans each having a relatively smaller outstanding principal balance. In addition, the concentration of any mortgage pool in one or more loans that have outstanding principal balances that are substantially larger than the other mortgage loans in such pool can result in losses that are substantially more severe, relative to the size of the pool, than would be the case if the aggregate balance of the pool were more evenly distributed among the loans in such pool. The Mortgage Loan secured by the _____________________________________________________ represents _____% of the aggregate principal balance of the Mortgage Loans. No other Mortgage Loan represents more than __% of the aggregate principal balance as of the Cut-off Date of the Mortgage Loans and no other Mortgage Loans with related Mortgagors represent in the aggregate more than ____% of the aggregate principal balance as of the Cut-off Date of the Mortgage Loans. See "Description of the Mortgage Pool--Certain Characteristics of the Mortgage Loans--Related Borrowers and Other Issues" herein. Risks of Different Timing of Mortgage Loan Amortization If and as principal payments, property releases, or prepayments are made on a Mortgage Loan, the remaining Mortgage Pool may be subject to more concentrated risk with respect to the diversity of properties, types of properties and property characteristics and with respect to the number of borrowers. See the table entitled "Year of Scheduled Maturity" under "Description of the Mortgage Pool--Certain Characteristics of the Mortgage Loans" for a description of the respective maturity dates of the Mortgage Loans. Because principal on the Offered Bonds is payable in sequential order, and no class receives principal until the Class Balance of the preceding class or classes has been reduced to zero, classes that have a lower sequential priority are more likely to be exposed to the risk of concentration discussed under "--Risks Associated with Concentration of Mortgage Loans" above than classes with a higher sequential priority. Risks Associated with Geographic Concentration ____, ____, ____, ____, ____, and _____ of the Mortgaged Properties, representing approximately _____%, _____%, _____%, _____%, _____% and _____%, respectively, of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date, are located in _________, _________, _________, _________, ________ and _________, respectively. Except as indicated in the immediately preceding sentence, no more than _____% of the Mortgage Loans, by aggregate principal balance of the Mortgage Loans as of the Cut-off Date are secured by Mortgaged Properties in any one state. Repayments by borrowers and the market value of the Mortgaged Properties could be affected by economic conditions generally or in regions where the borrowers and the Mortgaged Properties are located, conditions in the real estate market where the Mortgaged Properties are located, changes in governmental rules and fiscal policies, acts of nature, including earthquakes (which may result in uninsured losses), and other factors which are beyond the control of the borrowers. Increased Risk of Default Associated with Adjustable Rate Mortgage Loans ________ of the Mortgage Loans, which represent ____% of the Initial Pool Balance, are ARM Loans. Increases in the required Monthly Payments on ARM Loans in excess of those assumed in the original underwriting of such loans may result in a default rate higher than that on mortgage loans with fixed mortgage rates. Increased Risk of Default Associated with Balloon Payments [None] [Only ___] of the Mortgage Loans [is][are] fully amortizing over [its term] [their respective terms] to maturity. Thus, [each] [most] of the Mortgage Loans will have a substantial payment (that is, a Balloon Payment) due at its stated maturity unless prepaid prior thereto. Mortgage Loans with Balloon Payments involve a greater likelihood of default than self-amortizing loans because the ability of a borrower to make a Balloon Payment typically will depend upon its ability either to refinance the loan or to sell the related mortgaged property. See "Risk Factors-- Risks of Loss on Balloon Payment Asset if Obligor is Unable to Refinance or Sell Related Property" in the Prospectus. Extension Risk Associated With Modification of Mortgage Loans with Balloon Payments In order to maximize recoveries on defaulted Mortgage Loans, the Servicing Agreement enables the Special Servicer to extend and modify Mortgage Loans that are in material default or as to which a payment default (including the failure to make a Balloon Payment) is reasonably foreseeable; subject, however, to the limitations described under "Servicing of the Mortgage Loans--Responsibilities of Special Servicer" herein. There can be no assurance, however, that any such extension or modification will increase the present value of recoveries in a given case. Any delay in collection of a Balloon Payment that would otherwise be payable in respect of a Class of Offered Bonds, whether such delay is due to borrower default or to modification of the related Mortgage Loan by the Special Servicer, will likely extend the weighted average life of such Class of Offered Bonds. See "Yield and Maturity Considerations" herein and in the Prospectus. [Inclusion of Delinquent, Under-Performing and Non-Performing Mortgage Loans The Mortgage Pool will include _____ Mortgage Loans, representing _____% of the Initial Pool Balance, that [describe generally the characteristics of those delinquent, under-performing and non-performing Mortgage Loans, if any, included in the Mortgage Pool]. The amount of any applicable credit support provided to a Class of Bonds as described under "--Subordination of Subordinated Bonds" may not cover all losses and shortfalls related to such delinquent, under-performing and non-performing Mortgage Loans, and investors should consider the risk that the inclusion of such Mortgage Loans in the Mortgage Pool may adversely affect the rate of defaults and prepayments in respect of the Mortgage Pool and the yield on the Offered Bonds. See "Risk Factors--Increased Risk of Loss if Mortgage Loans Include Delinquent and Non-Performing Mortgage Loans" in the Prospectus.] Potential Liability to the Trust Estate Relating to a Materially Adverse Environmental Condition Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal and remediation of hazardous or toxic substances on, under, adjacent to or in such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. The cost of any required remediation and the owner's liability therefor as to any property is generally not limited under such enactments and could exceed the value of the property and/ or the aggregate assets of the owner. In addition, the presence of hazardous or toxic substances, or the failure to properly remediate such property, may adversely affect the owner's or operator's ability to borrow using such property as collateral. Persons who arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of such substances at the disposal or treatment facility. Certain laws impose liability for release of asbestos into the air and third parties may seek recovery from owners or operators of real properties for personal injury associated with exposure to asbestos. Under some environmental laws, such as the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA"), as well as certain state laws, a secured lender (such as the Issuer) may be liable as an "owner" or "operator", for the costs of responding to a release or threat of a release of hazardous substances on or from a borrower's property, if agents or employees of a lender are deemed to have participated in the management of the borrower's property, regardless of whether a previous owner caused the environmental damage. The Issuer's potential exposure to liability for cleanup costs pursuant to CERCLA may increase if the Issuer actually takes possession of a borrower's property, or control of its day-to-day operations, as for example through the appointment of a receiver. An environmental site assessment ("ESA") of each of the Mortgaged Properties was performed (or prior assessments were updated) in connection with the initial underwriting and origination of the Mortgage Loans. In certain cases, environmental testing in addition to the ESA was performed. The following information is based on the ESAs and has not been independently verified by the Depositor, the Servicers, the Trustee, the Underwriter, or by any of their respective affiliates. With respect to a number of the Mortgaged Properties, the ESAs revealed the existence or possible existence of asbestos-containing materials, possible radon gas and other environmental matters at the related Mortgaged Properties, none of which constituted a material violation of any environmental law in the judgment of the assessor. In these cases, the Mortgagors agreed to establish and maintain operations and maintenance programs or had other remediation agreements or escrows in place, except with respect to _____ Mortgage Loans representing _____% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date with respect to which the existence or possible existence of asbestos did not create an environmental concern on the part of the related Originator. With respect to several Mortgaged Properties, the ESAs identified the presence of above-ground or underground storage tanks and the related Mortgagors have agreed to make periodic visual inspections or other testing for any petroleum releases. It is possible that the ESAs did not reveal all environmental liabilities, that there are material environmental liabilities of which neither the Seller nor the Depositor are aware and that the environmental condition of the Mortgaged Properties in the future could be affected by tenants and occupants or by third parties unrelated to the Mortgagors. Each Mortgagor has represented that each Mortgaged Property either was, or to the best of its knowledge was, in compliance with applicable environmental laws and regulations on the date of the origination of the related Mortgage Loan; that, except as described in the environmental reports referred to above, no actions, suits or proceedings have been commenced or are pending or, to the best knowledge of the Mortgagor, are threatened with respect to any applicable environmental laws and that such Mortgagor has not received notice of any violation of a legal requirement relating to the use and occupancy of any Mortgaged Property. The principal security for the obligations under each Mortgage Loan consists of the Mortgaged Property and, accordingly, if any such representations are breached, there can be no assurance that any other assets of the Mortgagor would be available in connection with any exercise of remedies in respect of such breach. Moreover, most Mortgagors are structured as single asset entities and therefore have no assets other than the related Mortgaged Property. The Servicing Agreement provides that the Special Servicer, acting on behalf of the Issuer, may not acquire, through foreclosure or deed in lieu thereof, title to a Mortgaged Property or take over its operation unless the Special Servicer has previously determined, based on a report prepared by a qualified person who regularly conducts environmental audits, that (i) the Mortgaged Property is in compliance with applicable environmental laws or that taking the actions necessary to comply with such laws is reasonably likely to produce a greater recovery on a present value basis than not taking such actions and (ii) there are no circumstances known to the Special Servicer relating to the use of hazardous substances or petroleum-based materials which require investigation or remediation, or that if such circumstances exist, taking such remedial actions is reasonably likely to produce a greater recovery on a present value basis than not taking such actions. See "Description of the Agreements--Collection and Other Servicing Procedures--Special Servicer", "Risk Factors--Environmental Risks" and "Certain Legal Aspects of Mortgage Loans--Environmental Legislation" in the Prospectus. Risks Associated with Litigation There may be legal proceedings pending and, from time to time, threatened against the Mortgagors and the managers of the Mortgaged Properties and their respective affiliates arising out of the ordinary business of the Mortgagor, the managers and such affiliates. There can be no assurance that such litigation may not have a material adverse effect on payments to Bondholders. Risks Associated with Other Financings Each Mortgagor is restricted from incurring any indebtedness secured by the related Mortgaged Property other than the related Mortgage Loan without the consent of the mortgagee. _________ Mortgage Loans representing approximately _____% of the Mortgage Pool by aggregate principal balance as of the Cut-off Date were made to single-purpose entities, which are restricted from incurring any indebtedness other than the Mortgage Loan, normal trade accounts payable and certain purchase financing debt. The remaining Mortgage Loans were not made to single purpose entities. _____ Mortgage Loans representing approximately _____% of the Mortgage Pool by aggregate principal balance as of the Cut-off Date have unsecured subordinate debt that is subject, in each case, to subordination and standstill agreements limiting in varying degrees the rights of the holder of such additional indebtedness including limitations on its right to commence any enforcement or foreclosure proceeding. In cases where one or more junior liens are imposed on a Mortgaged Property or the Mortgagor incurs other indebtedness, the Issuer is subjected to additional risks, including, without limitation, the risks that the Mortgagor may have greater incentives to repay the junior or unsecured indebtedness first and that it may be more difficult for the Mortgagor to refinance the Mortgage Loan or to sell the Mortgaged Property for purposes of making the Balloon Payment upon the maturity of the Mortgage Loan. [Risks Associated with Ground Leases and Other Leasehold Interests _____ Mortgage Loans representing _____% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date, are secured in part by a leasehold interest in one Mortgaged Property. Pursuant to Section 365(h) of the Bankruptcy Code, ground lessees are currently afforded rights not to treat a ground lease as terminated and to remain in possession of their leased premises upon the bankruptcy of their ground lessor and the rejection of the ground lease by the representative of such ground lessor's bankruptcy estate. The leasehold mortgages provide that the Mortgagor may not elect to treat the ground lease as terminated on account of any such bankruptcy of, and rejection by, the ground lessor without the consent of the Servicer. In the event of a bankruptcy of a ground lessee/borrower, the ground lessee/borrower under the protection of the Bankruptcy Code has the right to assume (continue) or reject (terminate) any or all of its ground leases. In the event of concurrent bankruptcy proceedings involving the ground lessor and the ground lessee/Mortgagor, the Trustee may be unable to enforce the bankrupt ground lessee/Mortgagor's obligation to refuse to treat a ground lease rejected by a bankrupt ground lessor as terminated. In such circumstances, a ground lease could be terminated notwithstanding lender protection provisions contained therein or in the mortgage.] Attornment Considerations Some of the tenant leases, including the anchor tenant leases, contain certain provisions that require the tenant to attorn to (that is, recognize as landlord under the lease) a successor owner of the property following foreclosure. Some of the leases, including the anchor tenant leases, may be either subordinate to the liens created by the Mortgage Loans or else contain a provision that requires the tenant to subordinate the lease if the mortgagee agrees to enter into a non-disturbance agreement. In some states, if tenant leases are subordinate to the liens created by the Mortgage Loans and such leases do not contain attornment provisions, such leases may terminate upon the transfer of the property to a foreclosing lender or purchaser at foreclosure. Accordingly, in the case of the foreclosure of a Mortgaged Property located in such a state and leased to one or more desirable tenants under leases that do not contain attornment provisions, such Mortgaged Property could experience a further decline in value if such tenants' leases were terminated (e.g., if such tenants were paying above-market rents). If a Mortgage is subordinate to a lease, the lender will not (unless it has otherwise agreed with the tenant) possess the right to dispossess the tenant upon foreclosure of the property, and if the lease contains provisions inconsistent with the Mortgage (e.g., provisions relating to application of insurance proceeds or condemnation awards), the provisions of the lease will take precedence over the provisions of the Mortgage. Limited Rights for Breaches of Representations and Warranties In the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller will make certain representations and warranties that are described under "Description of the Mortgage Pool--Representations and Warranties; Repurchases" herein. Upon the occurrence of a breach of such representations and warranties that materially and adversely affects the value of any Mortgage Loan or the interests of the Bondholders therein, the Mortgage Loan Seller will be obligated under the Mortgage Loan Purchase Agreement to repurchase such Mortgage Loan at the Purchase Price therefor. The obligations of the Mortgage Loan Seller to make such payments will be the exclusive remedies of the Trustee and the Bondholders for any breach of a representation and warranty made by the Mortgage Loan Seller and, in particular, the Trustee and the Bondholders will not have any remedies against the Depositor or its affiliates. There can be no assurance that in the future the Mortgage Loan Seller will have sufficient net worth to perform its obligations under the Mortgage Loan Purchase Agreement. Neither the Depositor nor any of its respective subsidiaries, shareholders, partners or other affiliates will have any obligation to provide a remedy for any breach of the Mortgage Loan Seller's representations and warranties. [Liquor License Considerations _____ Mortgage Loans representing _____% of the aggregate principal balance of the Mortgage Loans as of the Cut-off Date are secured by hotel properties. The liquor licenses for some of such properties may be held by the property manager rather than by the related Mortgagor. The applicable laws and regulations relating to such licenses generally prohibit the transfer of such licenses to any person. In the event of a foreclosure of a hotel property it is unlikely that the Trustee (or Special Servicer) or purchaser in any such sale would be entitled to the rights under the liquor license for such hotel property and such party would be required to apply in its own right for such license.] Conflicts Between the Special Servicer and the Depositor The Issuer has been advised by the Special Servicer that it intends to continue to service and actively manage mortgage loans for affiliates of the Issuer and third parties, including portfolios of assets similar to the Mortgage Loans, in the ordinary course of its business. During the course of its business activities, the Special Servicer may service properties and mortgage loans which are in the same markets or have common owners, obligors, participants, property managers and/or guarantors as certain of the Mortgage Loans. Certain personnel of the Special Servicer may perform services with respect to the Mortgage Loans at the same time as they or other personnel of the Special Servicer are performing services with respect to assets owned by affiliates of the Special Servicer or other third parties in the same markets as the Mortgaged Properties. In such a case, the interests of the Special Servicer and its other clients may differ from and compete with the interests of the Issuer and such activities may adversely affect the amount and timing of collections on or liquidations of the Mortgage Loans. Moreover, since much of the Special Servicer's compensation is payable in the form of a Special Servicing Fee, the Special Servicer may determine to take action, such as accelerating the disposition of certain Mortgage Loans and delaying the disposition of others, which may have the effect of increasing the Special Servicing Fee payable to the Special Servicer while reducing the total amounts to be received with respect to the Mortgage Loans. Limited Liquidity There is currently no secondary market for the Offered Bonds. The Underwriter has indicated its intention to make a secondary market in the Offered Bonds, but it is not obligated to do so. There can be no assurance that a secondary market for the Offered Bonds will develop or, if one does develop, that it will provide holders of Offered Bonds with liquidity of investment or that it will continue for the life of the Offered Bonds. The Offered Bonds will not be listed on any securities exchange. See "Risk Factors--Limited Liquidity For Bonds" in the Prospectus. Limited Assets for Payment of Offered Bonds The Offered Bonds will not be guaranteed or insured by the Depositor, the Issuer or any of its affiliates, by the United States or any governmental agency or instrumentality, or by any other person. The Offered Bondholders will have no recourse to the Issuer in the event of a default on the Offered Bonds, and each Offered Bondholder will be deemed to have agreed by the acceptance of its Offered Bond not to file a bankruptcy petition or commence similar proceedings in respect of the Issuer. Accordingly, if the Collateral is insufficient to provide payments on the Offered Bonds, no other assets will be available for payment of the deficiency. Additionally, certain amounts on deposit from time to time in the Collection Account may be withdrawn under certain conditions, as described herein and the Prospectus, for purposes other than the payment of principal of or interest on the Bonds. To the extent that Realized Losses and Net Aggregate Prepayment Interest Shortfalls exceed the sum of the initial Overcollateralization Amount and the aggregate Bond Principal Amount of the Private Bonds, it is unlikely the amounts received on the remaining Mortgage Loans will be sufficient to make full and timely payment on the Offered Bonds. [Furthermore, notwithstanding the Mortgage Rates on the Mortgage Loans, the Bond Interest Rate on each Class of Offered Bonds is a fixed rate set forth in the table on the cover page hereof. In certain limited circumstances, the Mortgage Rate on one or more of the Mortgage Loans may be less than the Bond Interest Rate on one or more Classes of the Offered Bonds. However, holders of the Offered Bonds would not receive the full Bond Principal Amount of their Bonds, together with Accrued Bond Interest thereon, generally only if (i) the aggregate Stated Principal Balance of the Mortgage Pool is less than the aggregate Bond Principal Amount of the Offered Bonds and/or (ii) the aggregate interest collected in respect of the Mortgage Loans (net of certain fees and expenses payable therefrom under the Indenture and the Servicing Agreement) is less than the aggregate interest payable on the Offered Bonds.] See "Description of the Bonds--Subordination" herein and "Description of the Agreements--Accounts" in the Prospectus. Limited Issuer Events of Default With certain exceptions described herein and in the Prospectus, the Bondholders will have no independent ability to declare a default (an "Issuer Event of Default") unless the Issuer shall fail to pay the Bonds in full by their Stated Maturity, which with respect to each Class of Offered Bonds is the Payment Date in ___________. Interest will be payable on the respective Classes of Bonds on each Payment Date only to the extent that there are funds available for such purpose in the Collection Account. The Issuer's failure to pay interest on the Bonds on a current basis will not constitute an Issuer Event of Default. In addition, it will not be an Issuer Event of Default if the Stated Principal Balance of the Mortgage Pool declines below the aggregate Bond Principal Amount of the Bonds or of any particular Class or Classes thereof. See "Description of the Agreements--Certain Terms of the Indenture--Issuer Events of Default" and "--Control By Bondholders" in the Prospectus. [Following an Issuer Event of Default, the Trustee may (and, at the direction of the holders of Bonds representing more than 50% of the aggregate Bond Principal Amount of each Class of Bonds, the Trustee shall) declare all the Bonds to be due and payable. In connection with any such declaration of acceleration, the Trustee may, as described in the Prospectus, liquidate the Collateral generally only with the consent or at the direction of the holders of Bonds representing an even greater percentage of the aggregate Bond Principal Amount of each Class of Bonds. Such declaration of acceleration and its consequences may be rescinded and annulled under certain circumstances by the holders of Bonds representing more than 50% of the aggregate Bond Principal Amount of each Class of Bonds. For purposes of the foregoing, Bonds held by the Issuer, the Depositor or any affiliate thereof will be deemed not to be outstanding. See "Description of the Agreements--Certain Terms of the Indenture--Issuer Events of Default" in the Prospectus. The market value of the Mortgage Loans will fluctuate as general interest rates fluctuate, among other things. Following an Issuer Event of Default, there is no assurance that the market value of the Mortgage Loans will be equal to or greater than the unpaid principal and accrued interest due on the Bonds, together with any other expenses or liabilities payable from the sales proceeds. Certain Classes of Bondholders may have a disincentive to authorize the sale of Bonds following an Issuer Event of Default because the net proceeds of such sale may be insufficient to pay in full the principal of and interest on their Bonds. The inability of a particular Class of Bondholders independently to force the sale of the Mortgage Loans even though an Issuer Event of Default has occurred, and the inability of Bondholders to generally force a sale of the Mortgage Loans regardless of a substantial decline in the aggregate Stated Principal Balance of the Mortgage Pool and notwithstanding that interest may not have been timely paid on a Class of Bonds, may adversely affect the holders of one or more Classes of Offered Bonds.] Risks Relating to Lack of Bondholder Control Over Trust Estate Bondholders generally do not have a right to vote, except in connection with Issuer Events of Default, Servicing Events of Default (each as defined in the Prospectus) and certain amendments to the Indenture and the Servicing Agreement. Furthermore, Bondholders will generally not have the right to make decisions with respect to the administration of the Mortgage Loans. Such decisions are generally made, subject to the express terms of the Indenture and the Servicing Agreement, by the Master Servicer, the Special Servicer or the Trustee, as applicable. Any decision made by one of those parties in respect of the Mortgage Loans, even if made in the best interests of the Bondholders (as determined by such party in its good faith and reasonable judgment), may be contrary to the decision that would have been made by the holders of any particular Class of Offered Bonds and may negatively affect the interests of such holders. DESCRIPTION OF THE MORTGAGE POOL General The Collateral to be pledged to the Trustee will consist primarily of a pool of [fixed rate] Mortgage Loans with an aggregate principal balance as of the Cut-off Date, after deducting payments of principal due on such date, of approximately $ . Each Mortgage Loan is evidenced by a promissory note (a "Mortgage Note") and secured by a mortgage, deed of trust or other similar security instrument (a "Mortgage") creating a first lien on a fee simple or leasehold interest in a [multifamily property] [office buildings] [retail stores and establishments] [hotels or motels] [nursing homes] [assisted living facilities] [continuum care facilities] [day care centers] [schools] [hospitals or other healthcare related facilities] [industrial properties] [warehouse facilities] [mini-warehouse facilities] [self-storage facilities] [distribution centers] [transportation centers] [parking facilities] [entertainment and/or recreation facilities] [mobile home parks] [mixed use (including mixed commercial uses and mixed commercial and residential uses)] and/or [unimproved land] (a "Mortgaged Property"). All of the Mortgage Loans are nonrecourse loans. Therefore, in the event of a Mortgagor default, recourse may be had only against the specific property and such limited other assets as have been pledged to secure a Mortgage Loan, and not against the Mortgagor's other assets. Except as otherwise indicated all percentages of the Mortgage Loans described herein are approximate percentages by aggregate principal balance as of the Cut-off Date. Of the Mortgage Loans to be included as part of the Collateral, _____% were originated by ________________________________________, a __________ corporation; _____% by ________________________________________, a ________ corporation; _____% by __________________________________________, a ____________________________; _____% by ________________________________________ a ________ corporation; _____% by ____________________________________________, a ____________________________; and _____% by _____________________________________, a ____________________________. The originators of the Mortgage Loans are referred to herein as the "Originators". The Mortgage Loans not originated by the Mortgage Loan Seller were originated for sale to the Mortgage Loan Seller. All the Mortgage Loans were underwritten generally in conformity with certain guidelines provided by the Seller. See "--Underwriting Guidelines" below. Except for the Mortgage Loans originated by it, the Mortgage Loan Seller purchased the Mortgage Loans to be included in the Mortgage Pool prior to the Closing Date from each Originator pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"). On or prior to the Closing Date, the Depositor will acquire the Mortgage Loans from the Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement dated as of ________, 199__ (the "Mortgage Loan Purchase Agreement"), between the Depositor and the Mortgage Loan Seller, and the Depositor will thereupon assign its interests in the Mortgage Loans, without recourse, to the Issuer. The Issuer will pledge the Mortgage Loans and the other assets in the Trust Estate to secure the Bonds. See "Pledge of Mortgage Loans" in the Prospectus. Representations and Warranties; Repurchases [Under each Mortgage Loan Purchase Agreement, _______________, as seller of the Mortgage Loans, will make certain representations, warranties and covenants. Pursuant to the terms of each Mortgage Loan Purchase Agreement, the [Originator] [Mortgage Loan Seller] will be obligated to repurchase any Mortgage Loans as to which there exists deficient documentation or an uncured material breach of any such representation, warranty or covenant.] [In connection with the transfer of the Mortgage Loans to the Depositor, the Originator's representations, warranties and covenants shall be assigned to the Depositor, and from the Depositor to the Issuer, along with the related remedies in the event of a breach thereof. Neither the Depositor nor the Issuer will make any representations or warranties with respect to the Mortgage Loans nor will they have any obligation to repurchase for Mortgage Loans with deficient documentation or which are otherwise defective.] [_____________, as seller of the Mortgage Loans, is selling such Mortgage Loans without recourse and, accordingly, in such capacity, will have no obligations with respect to the Bonds other than pursuant to such representations, warranties, covenants and repurchase obligations.] See "Description of the Agreements--Representations and Warranties; Repurchases and Other Remedies" in the Prospectus. [In general, [each Originator] will represent and warrant as of the date of origination, among other things, that: [(i) such Mortgage Loan is not one month or more delinquent in payment of principal and interest and has not been so delinquent more than once in a twelve-month period prior to the Closing Date and there is no payment default and no other material default under the Mortgage Loan; (ii) such Mortgage Loan is secured by a Mortgage that is a valid and subsisting first priority lien on the Mortgaged Property (or a leasehold interest therein) free and clear of any liens, claims or encumbrances, subject only to certain permitted encumbrances; (iii) such Mortgage, together with any separate security agreements, establishes a first priority security interest in favor of the Mortgage Loan Seller in all the related Mortgagor's personal property used in, and reasonably necessary to operate the Mortgaged Property, and to the extent a security interest may be created therein, the proceeds arising from the Mortgaged Property and any other collateral securing such Mortgage subject only to certain permitted encumbrances; (iv) there is an assignment of leases and rents provision creating a first priority security interest in leases and rents arising in respect of the related Mortgaged Property, subject only to certain permitted encumbrances; (v) there are no mechanics' or other similar liens affecting the Mortgaged Property which are or may be prior or equal to the lien of the Mortgage, except those insured against pursuant to the applicable title insurance policy; (vi) the related Mortgagor has good and indefeasible title in fee simple or leasehold interest to, and no person has any outstanding exercisable rights of record with respect to the purchase or sale of all or a portion of, the related Mortgaged Property, except for rights of first refusal and purchase options; (vii) the Mortgaged Property is covered by a title insurance policy insuring that the Mortgage is a valid first lien, subject only to certain permitted encumbrances; (viii) no claims have been made under the related title insurance policy and such policy is in full force and effect and will provide that the insured includes the owner of the Mortgage Loan; (ix) at the time of the assignment of such Mortgage Loan to the Depositor, the Mortgage Loan Seller had good title to and was the sole owner of such Mortgage Loan free and clear of any pledge, lien or encumbrance and such assignment validly transfers ownership of such Mortgage Loan to the Depositor free and clear of any pledge, lien or encumbrance; (x) the related assignment of mortgage and related assignment of the assignment of rents and leases is legal, valid and binding and has been recorded or submitted for recording in the applicable jurisdiction; (xi) the Mortgage Loan Seller's endorsement of the related Mortgage Note constitutes the legal and binding assignment of such Mortgage Note and together with an assignment of mortgage and the assignment of the assignment of leases and rents, legally and validly conveys all right, title and interest in such Mortgage Loan and related Mortgage Loan documents; (xii) each Mortgage Loan document is a legal, valid and binding obligation of the parties thereto, enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable state law and by bankruptcy, insolvency, reorganization or other laws relating to creditors' rights and general equitable principles and except that certain provisions of such Mortgage Loan documents are or may be unenforceable in whole or in part, but the inclusion of such provisions does not render the Mortgage Loan documents invalid as a whole, and such Mortgage Loan documents taken as a whole are enforceable to the extent necessary and customary for the practical realization of the rights and benefits afforded thereby; (xiii) the Mortgage Loan Seller has not modified the terms of such related Mortgage Loan and related Mortgage Loan documents have not been modified or waived in any material respect except as set forth in the Mortgage Loan Sale Agreement; (xiv) such Mortgage Loan has not been satisfied, canceled, subordinated, released or rescinded and the related Mortgagor has not been released from its obligations under any Mortgage Loan document; (xv) none of the Mortgage Loan documents is subject to any right of rescission, set-off, valid counterclaim or defense; (xvi) each Mortgage Loan document complied in all material respects with all material applicable state or federal laws including usury; (xvii) the related Mortgaged Property is, in all material respects, in compliance with, and is used and occupied in accordance with applicable law; (xviii) the related Mortgaged Property is in good repair and no condemnation proceedings are pending; (xix) the environmental site assessment prepared in connection with the origination thereof reveals no known circumstances or conditions with respect to the Mortgaged Property that would constitute or result in a material violation of any environmental laws, require any expenditure material in relation to the principal balance of such Mortgage Loan to achieve or maintain compliance in all material respects with any environmental laws or require substantial cleanup or remedial action or any other extraordinary action in excess of the amount escrowed for such purposes; (xx) the Mortgaged Property is covered by insurance policies providing coverage against certain losses or damage; (xxi) all amounts required to be deposited by the borrower at origination have been deposited; (xxii) to the Mortgage Loan Seller's knowledge, all significant leases are in full force and effect, and there has been no material default by the related Mortgagor or lessee; and (xxiii) to the Mortgage Loan Seller's knowledge, there are no pending or threatened actions, suits or proceedings by or before any court or other governmental authority against or affecting the related Mortgagor under such Mortgage Loan or the Mortgaged Property which, if determined against such Mortgagor or property would materially and adversely affect the value of such property or ability of the Mortgagor to pay principal, interest and other amounts due under such Mortgage Loan.] [Convertible Mortgage Loans ____% of the Mortgage Loans ("Convertible Mortgage Loans") provide that, at the option of the related Mortgagors, the adjustable interest rate on such Mortgage Loans may be converted to a fixed interest rate. The first month in which any of the Mortgage Loans may convert is ____________, and the last month in which any of the Mortgage Loans may convert is _____________. Upon conversion, the Mortgage Rate will be converted to a fixed interest rate determined in accordance with the formula set forth in the related Mortgage Note which formula is intended to result in a Mortgage Rate which is not less than the then current market interest rate (subject to applicable usury laws). After such conversion, the monthly payments of principal and interest will be adjusted to provide for full amortization over the remaining term to scheduled maturity. Upon notification from a Mortgagor of such Mortgagor's intent to convert from an adjustable interest rate to a fixed interest rate and prior to the conversion of any such Mortgage Loan (a "Converting Mortgage Loan"), the related Warrantying Party will be obligated to purchase the Converting Mortgage Loan at a price equal to the outstanding principal balance thereof plus accrued interest thereon net of any subservicing fees (the "Conversion Price"). In the event of a failure by a Warrantying Party to purchase a converting Mortgage Loan, the Master Servicer is required to use its best efforts to purchase such Mortgage Loan following its conversion (a "Converted Mortgage Loan") during the one-month period following the date of conversion at the Conversion Price. In the event that the related Warrantying Party fails to purchase a Converting Mortgage Loan and the Master Servicer does not purchase a Converted Mortgage Loan, neither the Depositor nor any of its affiliates nor any other entity is obligated to purchase or arrange for the purchase of any Converted Mortgage Loan. Any such Converted Mortgage Loan will remain in the Mortgage Pool as a fixed-rate Mortgage Loan and will result in the Mortgage Pool's having both fixed rate and floating rate Mortgage Loans. See "Yield and Maturity Considerations" herein. Following the purchase of any Converted Mortgage Loan as described above, the purchaser will be entitled to receive an assignment from the Trustee of such Mortgage Loan and the purchaser will thereafter own such Mortgage Loan free of any further obligation to the Trustee or the Bondholders with respect thereto.] [Hybrid Rate Mortgage Loans __% of the Mortgage Loans are partially fixed-partially floating rate Mortgage Loans (the "Hybrid Rate Mortgage Loans").] [The [Index] [Indices] As of any Payment Adjustment Date, the [Index] [Indices] applicable to the determination of the related Mortgage Rate will be a per annum rate equal to ______________, as most recently available as of the date ____ days prior to the Payment Adjustment Date (the "Index"). Such average yields reflect the yields for the week prior to that week in which the information is reported. In the event that [the Index] [any related Index] is no longer available, an index reasonably acceptable to the Trustee that is based on comparable information will be selected by the Master Servicer. The Index is currently calculated based on information reported in ___________. Listed below are the weekly average yields on actively traded ______________ as reported in ____________ on the date that would have been applicable to mortgage loans having the following adjustment dates for the indicated years. Such average yields may fluctuate significantly from week to week as well as over longer periods and may not increase or decrease in a constant pattern from period to period. The following does not purport to be representative of future average yields. No assurance can be given as to the average yields on such _______________ on any Payment Adjustment Date or during the life of any Mortgage Loan.] [name of Index] Adjustment Date 199 199 199 200 200 200 200 - --------------- ---- ---- ---- ---- ---- ---- ---- January [ ]........... February [ ].......... March [ ]............. April [ ]............. May [ ]............... June [ ].............. July [ ].............. August [ ]............ September [ ]......... October [ ]........... November [ ].......... December [ ].......... Certain Characteristics of the Mortgage Loans All of the Mortgage Loans have Due Dates that occur on the first day of each month. All of the Mortgage Loans are secured by first liens on fee simple or leasehold interests in the related Mortgaged Properties. As of the Cut-off Date, the Mortgage Loans had characteristics set forth below. The totals in the following tables may not add due to rounding.
Mortgage Interest Rates as of the Cut-off Date Aggregate Percent by Principal Percent by Aggregate Number of Number of Balance as of Principal Balance as Mortgage Rates Mortgage Loans Mortgage Loans the Cut-off Date of the Cut-off Date - -------------------------------- -------------- -------------- ---------------- -------------------- 7.2501%--7.5000%................ % $ % 7.7501%--8.0000%................ 8.0001%--8.2500%................ 8.2501%--8.5000%................ 8.5001%--8.7500%................ 8.7501%--9.0000%................ 9.0001%--9.2500%................ 9.2501%--9.5000%................ 9.5001%--9.7500%................ 9.7501%-10.0000%............... -------------- -------------- ---------------- -------------------- Total.......................... % $ % ============== ============== ================ ====================
Weighted Average Mortgage Interest Rate: ____% Interest with respect to the Mortgage Loans is computed on the basis of a 360-day year consisting of twelve 30-day months.
Principal Balances as of the Cut-off Date Aggregate Percent by Principal Percent by Aggregate Principal Balances as of the Number of Number of Balance as of Principal Balance as Cut-off Date Mortgage Loans Mortgage Loans the Cut-off Date of the Cut-off Date - -------------------------------- -------------- -------------- ---------------- -------------------- Under $........................ % $ % $ ............................. $ ............................. $ ............................. $ ............................. $ ............................. $ ............................. $ ............................. $ ............................. $ ............................. $ ............................. $ ............................. $ ............................. $ ............................. -------------- -------------- ---------------- -------------------- Total.......................... % $ % ============== ============== ================ ====================
Average Principal Balance as of the Cut-off Date: $___
Original Term to Maturity in Months Aggregate Percent by Principal Percent by Aggregate Number of Number of Balance as of Principal Balance as Original Term in Months Mortgage Loans Mortgage Loans the Cut-off Date of the Cut-off Date - -------------------------------- -------------- -------------- ---------------- -------------------- ............................... % $ % ............................... ............................... ............................... ............................... -------------- -------------- ---------------- -------------------- Total.......................... % $ % ============== ============== ================ ====================
Weighted Average Original Term to Maturity in Months: ___
Remaining Term to Maturity in Months Aggregate Percent by Principal Percent by Aggregate Number of Number of Balance as of Principal Balance as Remaining Term in Months Mortgage Loans Mortgage Loans the Cut-off Date of the Cut-off Date - -------------------------------- -------------- -------------- ---------------- -------------------- ............................... % $ % ............................... ............................... ............................... ............................... -------------- -------------- ---------------- -------------------- Total.......................... % $ % ============== ============== ================ ====================
Weighted Average Remaining Term to Maturity in Months: ___
Month and Year of Origination Aggregate Percent by Principal Percent by Aggregate Number of Number of Balance as of Principal Balance as Month/Year Mortgage Loans Mortgage Loans the Cut-off Date of the Cut-off Date - -------------------------------- -------------- -------------- ---------------- -------------------- ............................... % $ % ............................... ............................... ............................... ............................... ............................... ............................... ............................... ............................... ............................... ............................... ............................... ............................... ............................... ............................... ............................... ............................... -------------- -------------- ---------------- -------------------- Total.......................... % $ % ============== ============== ================ ====================
Year of Scheduled Maturity Aggregate Percent by Principal Percent by Aggregate Number of Number of Balance as of Principal Balance as Year Mortgage Loans Mortgage Loans the Cut-off Date of the Cut-off Date - -------------------------------- -------------- -------------- ---------------- -------------------- % $ % -------------- -------------- ---------------- -------------------- Total.......................... % $ % ============== ============== ================ ====================
_____________ of the Mortgage Loans, representing _____% of the Mortgage Loans, as a percentage of the aggregate Principal Balance as of the Cut-off Date, are Balloon Mortgage Loans.
Balloon Mortgage Loans Original Term to Maturity in Months Aggregate Percent by Principal Percent by Aggregate Number of Number of Balance as of Principal Balance as Original Term in Months Mortgage Loans Mortgage Loans the Cut-off Date of the Cut-off Date - -------------------------------- -------------- -------------- ---------------- -------------------- ............................... % $ % ............................... ............................... -------------- -------------- ---------------- -------------------- Total.......................... % $ % ============== ============== ================ ====================
Weighted Average Original Term to Maturity in Months: _____
Balloon Mortgage Loans Remaining Term to Maturity in Months Aggregate Percent by Principal Percent by Aggregate Number of Number of Balance as of Principal Balance as Remaining Term in Months Mortgage Loans Mortgage Loans the Cut-off Date of the Cut-off Date - -------------------------------- -------------- -------------- ---------------- -------------------- ............................... % $ % ............................... ............................... -------------- -------------- ---------------- -------------------- Total.......................... % $ % ============== ============== ================ ====================
Weighted Average Remaining Term to Maturity in Months: ___ The following table sets forth the range of remaining amortization terms of each Balloon Mortgage Loan. The remaining amortization term of a Balloon Mortgage Loan represents the number of months required to fully amortize the Cut-off Balance of each Balloon Mortgage Loan.
Balloon Mortgage Loans Remaining Amortization Term Aggregate Percent by Principal Percent by Aggregate Remaining Amortization Number of Number of Balance as of Principal Balance as Term in Months Mortgage Loans Mortgage Loans the Cut-off Date of the Cut-off Date - -------------------------------- -------------- -------------- ---------------- -------------------- ............................... % $ % ............................... ............................... -------------- -------------- ---------------- -------------------- Total.......................... % $ % ============== ============== ================ ====================
Weighted Average Remaining Amortization Term in Months: _____ The following two tables set forth the range of Cut-off Date LTV Ratios and Maturity Date LTV Ratios of the Mortgage Loans. A "Cut-off Date LTV Ratio" is a fraction, expressed as a percentage, the numerator of which is the Cut-off Date Balance of a Mortgage Loan, and the denominator of which is the appraised value of the related Mortgaged Property as determined by an appraisal thereof obtained in connection with the origination of such Mortgage Loan. A "Maturity Date LTV Ratio" is a fraction, expressed as a percentage, the numerator of which is the principal balance of a Mortgage Loan on the related Maturity Date assuming all scheduled payments due prior thereto are made and there are no principal prepayments, and the denominator of which is the appraised value of the related Mortgaged Property as determined by an appraisal thereof obtained in connection with the origination of such Mortgage Loan. Because the value of Mortgaged Properties at the Maturity Date may be different than such appraisal value, there can be no assurance that the loan-to-value ratio for any Mortgage Loan determined at any time following origination thereof will be lower than the Cut-off Date LTV Ratio or Maturity Date LTV Ratio, notwithstanding any positive amortization of such Mortgage Loan. It is also possible that the market value of a Mortgaged Property securing a Mortgage Loan may decline between the origination thereof and the related Maturity Date. An appraisal of each of the Mortgaged Properties was made between and . It is possible that the market value of a Mortgaged Property securing a Mortgage Loan has declined since the most recent appraisal for such Mortgaged Property. All appraisals were obtained by the related Originator in accordance with the requirements of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended ("FIRREA").
Cut-off Date LTV Ratios Aggregate Percent by Principal Percent by Aggregate Number of Number of Balance as of Principal Balance as Cut-Off Date LTV Ratios Mortgage Loans Mortgage Loans the Cut-off Date of the Cut-off Date - -------------------------------- -------------- -------------- ---------------- -------------------- 50% or less.................... % $ % 50.01%-55.00%.................. 55.01%-60.00%.................. 60.01%-65.00%.................. 65.01%-70.00%.................. 70.01%-75.00%.................. 75.01%-80.00%.................. -------------- -------------- ---------------- -------------------- Total.......................... % $ % ============== ============== ================ ====================
Weighted Average Cut-off Date LTV Ratio: _____%
Balloon Mortgage Loan Maturity Date LTV Ratios Aggregate Percent by Principal Percent by Aggregate Number of Number of Balance as of Principal Balance as Maturity Date LTV Ratios Mortgage Loans Mortgage Loans the Cut-off Date of the Cut-off Date - -------------------------------- -------------- -------------- ---------------- -------------------- 50% or less.................... % $ % 50.01%-55.00%.................. 55.01%-60.00%.................. 60.01%-65.00%.................. 65.01%-70.00%.................. -------------- -------------- ---------------- -------------------- Total.......................... % $ % ============== ============== ================ ====================
Weighted Average Maturity Date LTV Ratio: ___% The following table sets forth the range of partial year 199_ Debt Service Coverage Ratios for the Mortgage Loans. The "Debt Service Coverage Ratio" or "DSCR" for any Mortgage Loan for any period is the ratio of Net Operating Income produced by the related Mortgaged Property for such period covered by the operating statement for such period to the amounts of principal and interest due under such Mortgage Loan for the same period. The DSCRs for 199_ are for periods that range from ____ to ____ months. The DSCRs for 199_ and 199_ for each Mortgage Loan are set forth in Annex A hereto. The DSCRs for 199_ and 199_ are for the entire fiscal year, except for the 199_ DSCRs for ___ Mortgage Loans which are partial year DSCRs. Generally, "Net Operating Income" for a Mortgaged Property equals the operating revenues for such Mortgaged Property minus its operating expenses and replacement reserves, but without giving effect to debt service, depreciation, non-recurring capital expenditures, tenant improvements, leasing commissions and similar items. The operating statements for the Mortgaged Properties used in preparing the following table were obtained from the respective Mortgagors. The information contained therein has not been audited, and the Depositor has made no attempt to verify its accuracy. The information derived from these sources was not uniform among the Mortgage Loans. In addition, partial year operations may not necessarily be representative of full year operating results. In some instances, adjustments were made to such operating statements principally for real estate tax and insurance expenses resulting in increases or decreases in net operating income stated therein based upon the Depositor's evaluation that more appropriate information was available. In addition, obvious capital expenditures were eliminated and replacement reserve estimates were incorporated for each property based on the Mortgage Loan Seller's standard underwriting ranges considering property age and improvements. The following ranges were utilized (by property type) in estimating the replacement reserve: office, $____ to $____ per net rentable square foot; multifamily, $____ to $___ per unit; retail, $____ to $____ per net rentable square foot; industrial, $____ to $____ per net rentable square foot; hotel, ____% to ____% of gross income; self-storage, $____ to $____ per net rentable square foot; nursing home, $____ to $____ per bed; cooperative/vacation homes, $____ per unit; and mobile home park, $____ per home/pad.
[Partial Year] 199_ Debt Service Coverage Ratios Aggregate Percent by Principal Percent by Aggregate Number of Number of Balance as of Principal Balance as Debt Service Coverage Ratio Mortgage Loans Mortgage Loans the Cut-off Date of the Cut-off Date - -------------------------------- -------------- -------------- ---------------- -------------------- 1.0000x or less................. % $ % 1.0001x--1.2000x................ 1.2001x--1.4000x................ 1.4001x--1.6000x................ 1.6001x--1.8000x................ 1.8001x--2.0000x................ 2.0001x--2.2000x................ 2.2001x--2.4000x................ over 2.4001..................... -------------- -------------- ---------------- -------------------- Total.......................... % $ % ============== ============== ================ ====================
Weighted Average Debt Service Coverage Ratio: ___x There are ___ Mortgage Loans with a [partial year] 199_ DSCR below 1.00x. The Mortgage Loans are secured by Mortgaged Properties located in ____ different states. The table below sets forth the states in which the Mortgaged Properties are located:
Geographic Distribution Aggregate Percent by Principal Percent by Aggregate Number of Number of Balance as of Principal Balance as State Mortgage Loans Mortgage Loans the Cut-off Date of the Cut-off Date - -------------------------------- -------------- -------------- ---------------- -------------------- California..................... % $ % Texas.......................... New York....................... Florida........................ Georgia........................ Arizona........................ Pennsylvania................... Illinois....................... Colorado....................... Michigan....................... Massachusetts.................. New Jersey..................... North Carolina................. Kentucky....................... Minnesota...................... Maryland....................... Nevada......................... Wisconsin...................... Oklahoma....................... Virginia....................... Louisiana...................... South Dakota................... Tennessee...................... South Carolina................. -------------- -------------- ---------------- -------------------- Total.......................... % $ % ============== ============== ================ ====================
Property Types Aggregate Percent by Principal Percent by Aggregate Number of Number of Balance as of Principal Balance as Type Mortgage Loans Mortgage Loans the Cut-off Date of the Cut-off Date - -------------------------------- -------------- -------------- ---------------- -------------------- Multifamily....................... % $ % Retail--with anchor tenant (1).... Retail--without anchor tenant (1). Hotel............................. Nursing Home...................... Office............................ Self Storage...................... Industrial........................ Mobile Home Park.................. Cooperative/Vacation Homes........ -------------- -------------- ---------------- -------------------- Total........................... % $ % ============== ============== ================ ====================
(1) For purposes of this table, the properties with an anchor tenant are as designated in Annex A. The anchor tenant, if any, is set forth in Annex A.
Years Since the Mortgaged Properties Were Built (1) Aggregate Percent by Principal Percent by Aggregate Number of Number of Balance as of Principal Balance as Property Age in Years Mortgage Loans Mortgage Loans the Cut-off Date of the Cut-off Date - -------------------------------- -------------- -------------- ---------------- -------------------- 6 or less...................... % $ % 7-11........................... 12-16.......................... 17-21.......................... 22-26.......................... 27-31.......................... Over 31........................ -------------- -------------- ---------------- -------------------- Total........................... % $ % ============== ============== ================ ====================
Weighted Average Property Age in Years: ___% (1) See Annex A for the date on which the Mortgaged Property most recently underwent some degree of capital improvements.
Physical Occupancy Percentages (1) Multifamily, Mobile Home Park and Cooperative/Vacation Homes Aggregate Percent by Principal Percent by Aggregate Number of Number of Balance as of Principal Balance as Occupancy Percentages Mortgage Loans Mortgage Loans the Cut-off Date of the Cut-off Date - -------------------------------- -------------- -------------- ---------------- -------------------- 80.1%-- 85.0%................... % $ % 85.1%-- 90.0%................... 90.1%-- 95.0%................... 95.1%--100.0%................... -------------- -------------- ---------------- -------------------- Total........................... % $ % ============== ============== ================ ====================
Weighted Average Occupancy Percentage: ___% (1) See Annex A for dates as of which occupancy percentages were calculated for each Mortgaged Property.
Physical Occupancy Percentages (1) Retail Aggregate Percent by Principal Percent by Aggregate Number of Number of Balance as of Principal Balance as Occupancy Percentages Mortgage Loans Mortgage Loans the Cut-off Date of the Cut-off Date - -------------------------------- -------------- -------------- ---------------- -------------------- 70.1%-- 75.0%................... % $ % 80.1%-- 85.0%................... 85.1%-- 90.0%................... 90.1%-- 95.0%................... 95.1%--100.0%................... -------------- -------------- ---------------- -------------------- Total........................... % $ % ============== ============== ================ ====================
Weighted Average Occupancy Percentage: ____% (1) See Annex A for dates as of which occupancy percentages were calculated for each Mortgaged Property.
Physical Daily Occupancy Percentages (1) Hotel Aggregate Percent by Principal Percent by Aggregate Number of Number of Balance as of Principal Balance as Occupancy Percentages Mortgage Loans Mortgage Loans the Cut-off Date of the Cut-off Date - -------------------------------- -------------- -------------- ---------------- -------------------- 60.1%--65.0%.................... % $ % 65.1%--70.0%.................... 70.1%--75.0%.................... 75.1%--80.0%.................... 80.1%--85.0%.................... 85.1%--90.0%.................... 90.1%--95.0%.................... -------------- -------------- ---------------- -------------------- Total........................... % $ % ============== ============== ================ ====================
Weighted Average Occupancy Percentage: ____% (1) See Annex A for the period over which occupancy percentages were calculated for each Mortgaged Property.
Physical Occupancy Percentages (1) Office Aggregate Percent by Principal Percent by Aggregate Number of Number of Balance as of Principal Balance as Occupancy Percentages Mortgage Loans Mortgage Loans the Cut-off Date of the Cut-off Date - -------------------------------- -------------- -------------- ---------------- -------------------- 90.1%-- 95.0%................... % $ % 95.1%--100.0%................... -------------- -------------- ---------------- -------------------- Total........................... % $ % ============== ============== ================ ====================
Weighted Average Occupancy Percentage: ____% (1) See Annex A for dates as of which occupancy percentages were calculated for each Mortgaged Property.
Physical Occupancy Percentages (1) Other Aggregate Percent by Principal Percent by Aggregate Number of Number of Balance as of Principal Balance as Occupancy Percentages Mortgage Loans Mortgage Loans the Cut-off Date of the Cut-off Date - -------------------------------- -------------- -------------- ---------------- -------------------- 85.1%-- 90.0%................... % $ % 90.1%-- 95.0%................... 95.1%--100.0%................... -------------- -------------- ---------------- -------------------- Total........................... % $ % ============== ============== ================ ====================
Weighted Average Occupancy Percentage: ____% (1) See Annex A for dates as of which occupancy percentages were calculated for each Mortgaged Property. With certain limited exceptions relating to casualty and condemnation proceeds, or other prepayments beyond the borrower's control, all of the Mortgage Loans prohibit the prepayment thereof until a date specified in the related Mortgage Note (such period, the "Lock-out Period" and the date of expiration thereof, the "Lock-out Date") and/or provide that upon any voluntary principal prepayment of a Mortgage Loan, the related Mortgagor will be required to pay a prepayment premium or yield maintenance penalty (a "Prepayment Premium"). The following table sets forth the percentage of the declining aggregate balance of all the Mortgage Loans that on February 1 of each of the years indicated will be within their related Lock-out Period and/or in which a principal prepayment must be accompanied by a Prepayment Premium.
Prepayment Lock-out/Prepayment Premium Analysis Percentage of Mortgage Loans by Outstanding Principal Balance as of the Date Indicated Assuming No Prepayments June June June June June June June June June June Current 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 ------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- Lock-out % % % % % % % % % % % Prepayment Premium Yield Maintenance (1) 7.00--7.99% (2)........ 6.00--6.99% (2)........ 5.00--5.99% (2)........ 4.00--4.99% (2)........ 3.00--3.99% (2)........ 2.00--2.99% (2)........ 1.00--1.99% (2)........ 0.01--0.99% (2)........ No Prepayment Premium.. ======= ==== ==== ==== ==== ==== ==== ==== ==== ==== ==== Total................. ------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
(1) The Mortgage Loans generally require the payment of a Prepayment Premium in connection with any principal prepayment, in whole or in part. Any Prepayment Premium will equal the present value, as of the date of prepayment, of the remaining Monthly Payments from such date of prepayment through the related stated maturity (including the Balloon Payment), determined by discounting such payments at a U.S. Treasury rate specified therein, minus the then outstanding balance, subject to a minimum Prepayment Premium equal to __% of the principal balance of such Mortgage Loan being prepaid. (2) Mortgage Loan requires a Prepayment Premium equal to indicated percentage of amount prepaid. (3) Millions of dollars. Borrower Concentration [Description of Borrower Concentrations] Related Borrowers [Description of Related Borrowers] Escrows All of the Mortgage Loans provide for monthly escrows to cover property taxes on the Mortgaged Properties. Monthly escrows to cover insurance premiums on the Mortgaged Properties are also generally required. _______ of the Mortgage Loans, which represent _____% of the Mortgage Loans, also require monthly escrows to cover ongoing replacements and capital repairs. _______ of the Mortgage Loans, which represent _____% by principal balance of the Mortgage Loans secured by retail, industrial or office properties, also required upfront or monthly escrows for the full term or a portion of the term of the related Mortgage Loan to cover anticipated re-leasing costs, including tenant improvements and leasing commissions. See Annex A for additional information on the monthly escrows on the Mortgage Loans. Underwriting Guidelines [________________________ (the "Originator") has represented to the Depositor that all of the Mortgage Loans were underwritten pursuant to its [Multifamily and Commercial Lending Program]. The Originator began originating mortgage loans in accordance with such standards in __________, 19__. Typically, the multifamily loans are 30 year term fully amortizing loans secured by ___ to ___ unit apartment buildings and the commercial loans are 30 year term fully amortizing loans secured by office buildings, shopping centers, mobile home parks, industrial properties and other approved property types. Mortgage loans underwritten pursuant to the [Multifamily and Commercial Lending Program] have maximum loan amounts and LTV's and minimum DSCR's which are determined from time to time by [the Loan Committee] of the Board of Directors of the Originator. Appraisals and field inspections (performed by outside and certified inspectors) and title insurance are required for each multifamily and commercial loan. Under the [Multifamily and Commercial Lending Program] standards presently in effect, the maximum loan amount is generally $__________, the maximum LTV is __% of the appraised value of the mortgaged property for multifamily loans and __% for commercial loans, and the minimum DSCR is ___ to 1.00, based on the applicable level of the related index and the related Note Margin, for multifamily loans, ___ to 1.00, based on the applicable level of the related index and the related Note Margin for commercial loans. However, senior management may approve a higher loan amount, a lower DSCR or a higher LTV if it is determined that borrower has a strong financial position, good credit and good property management skills and/or pledges additional collateral. With respect to mortgage loans secured by seasoned multifamily properties, either __% of the living units (or the higher level necessary to cover debt service and pay all other expenses) must be occupied at rent levels that support the appraised value of the mortgaged property, or an appropriate holdback of loan proceeds must be established until the required occupancy level is met. For newly constructed properties, a lower occupancy level may be approved by [the Loan Committee]. The Originator's underwriting standards under [the Multifamily and Commercial Lending Program] are primarily intended to assess the economics of the mortgaged property and the financial capabilities, credit standing and managerial ability of the borrower. In determining whether a loan should be made, the Originator considers, among other things, the creditworthiness of the mortgagor, the borrower's income, liquid assets and liabilities, the borrower's management experience, DSCRs, the borrower's overall financial position and the adequacy of such property as collateral for the mortgage loan. While the primary consideration in underwriting a mortgage loan is the property securing the mortgage loan, sufficient documentation on the borrower is required to establish the financial strength and ability of the borrower to successfully operate the property and meet its obligations under the note and deed of trust. The majority of the mortgage loans originated by the Originator provide for recourse against the related borrower. [The Multifamily and Commercial Lending Program] requires that the property and records regarding the property are inspected to determine the number of units that can be rebuilt under current zoning requirements, the number of buildings on the property, the type of construction materials used, the proximity of the property to natural hazards, flood zones and fire stations and whether there are any environmental factors and whether a tract map has been recorded. The property must front on publicly dedicated and maintained streets with provisions for adequate and safe ingress and egress. Properties that share ingress and egress through an easement or private road must have a recorded non-exclusive easement. Recreational facilities and amenities, if any, must be located on site and be under the exclusive control of the owner of the premises. If available, engineering reports concerning the condition of the major building components of the property are reviewed as is a ground lease analysis if the property is on leased ground. Also, the title is reviewed to determine if there are any covenants, conditions and restrictions, easements or reservations of mineral interests in the property. The properties are appraised by independent appraisers approved by the Originator. In addition to the considerations set forth above, with respect to Mortgage Loans secured by commercial properties, the Originator's lending policies typically require that the commercial usage is permitted under local zoning and use ordinances and the utilization of the commercial space is compatible with the property and neighborhood. If the commercial property is an office building, the office building must have an excellent occupancy history, must be located in a good office market area and in a conforming neighborhood, must have on-site parking and must be fire sprinkler equipped according to zoning codes. Industrial properties must be located in a conforming industrial marketplace and may not be used for the production, storage or treatment of toxic waste. Retail properties must be highly visible and located on a heavily traveled thoroughfare and typically have tenants on term leases. The Originator may not make a loan secured by a property that has any of the following characteristics: inadequate maintenance or repairs as determined by the Originator, the property is subject to covenants, conditions and restrictions unacceptable to the Originator, existence of or potential for hazardous geological conditions, the property is not to code or the cost of restoring the property to code is prohibitive or existence of or potential for contamination by hazardous toxic materials. The Originator analyzes the financial statements of the borrower to determine the borrower's equity position, particularly as it relates to real estate mortgage demands on equity. If the borrower's holdings are heavily encumbered so that the debt service requirements consume a high percentage of the rental income from the mortgaged property, or consist substantially of unimproved or underimproved properties having little or no gross income, the Originator analyzes whether the borrower will be able to meet all of the mortgaged property's loan obligations (expenses, debt service and equity return). In addition to DSCRs, the borrower's income and expense ratios are calculated. In addition to the income from the mortgaged property, the Originator also evaluates the borrower's income as a possible secondary source of repayment for the mortgage loan. In analyzing such income, the Originator considers, among other factors, employment or business history of the borrower and the stability and seasonality of the borrower's current employment or business. If the borrower derives income from rental property, the Originator evaluates the experience of the manager of the rental property, type of tenancy and the cash flow generated by the borrower's real estate portfolio. The Originator also reviews the borrower's credit history to determine the borrower's ability and willingness to repay debts. In general, the Originator will not make a mortgage loan to a borrower who has a history of slow payments or delinquencies, bankruptcies, collection actions, foreclosures or judgments against the borrower without adequate explanations and verifications.] The Mortgage Loans selected for inclusion in the Mortgage Pool from loans in the Depositor's portfolio were not so selected on any basis which would have a material adverse effect on the Bondholders. Additional Information The description in this Prospectus Supplement of the Mortgage Pool and the Mortgaged Properties is based upon the Mortgage Pool as expected to be constituted at the time the Offered Bonds are issued, as adjusted for the scheduled principal payments due on or before the Cut-off Date. Prior to the issuance of the Offered Bonds, a Mortgage Loan may be removed from the Mortgage Pool if the Depositor deems such removal necessary or appropriate or if it is prepaid. A limited number of other mortgage loans may be included in the Mortgage Pool prior to the issuance of the Offered Bonds, unless including such mortgage loans would materially alter the characteristics of the Mortgage Pool as described herein. The Depositor believes that the information set forth herein will be representative of the characteristics of the Mortgage Pool as it will be constituted at the time the Offered Bonds are issued, although the range of Mortgage Rates and maturities and certain other characteristics of the Mortgage Loans in the Mortgage Pool may vary. In the event the Mortgage Loans included in the Mortgage Pool vary in any material respect from the characteristics of the Mortgage Loans described herein, a Current Report on Form 8-K (the "Form 8-K") will be available to purchasers of the Offered Bonds and will be filed, together with the Indenture, with the Securities and Exchange Commission within fifteen days after the initial issuance of the Offered Bonds. SERVICING OF THE MORTGAGE LOANS [Description of Master Servicer and Special Servicer to be provided by Master Servicer] Responsibilities of Master Servicer Under the Servicing Agreement, the Master Servicer is required to service and administer the Mortgage Loans solely on behalf of and in the best interests of and for the benefit of the Bondholders, in accordance with the terms of the Servicing Agreement and the Mortgage Loans and to the extent consistent with such terms, with the higher of (a) the standard of care, skill, prudence and diligence with which the Master Servicer services and administers mortgage loans that are held for other portfolios that are similar to the Mortgage Loans and (b) 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 lenders, loan servicers and asset managers (with respect to the Master Servicer, the "Servicing Standard"). The Master Servicer will also be required to perform other customary functions of a servicer of comparable loans, including maintaining (or using its best efforts to cause the Mortgagor under each Mortgage Loan to maintain) hazard, business interruption and general liability insurance policies (and, if applicable, rental interruption policies) as described herein and filing and settling claims thereunder; maintaining escrow or impoundment accounts of Mortgagors for payment of taxes, insurance and other items required to be paid by any Mortgagor pursuant to the Mortgage Loan; processing assumptions or substitutions in those cases where the Master Servicer has determined not to enforce any applicable due-on-sale clause; demanding that the Mortgagor cure delinquencies; inspecting and managing Mortgaged Properties under certain circumstances; and maintaining records relating to the Mortgage Loans. Responsibilities of Special Servicer The servicing responsibility on a particular Mortgage Loan will be transferred to the Special Servicer upon the occurrence of certain servicing transfer events (each, a "Servicing Transfer Event"), including the following: (i) the Mortgage Loan becomes a "Defaulted Mortgage Loan" because it is more than 60 days delinquent in whole or in part in respect of any monthly payment or is delinquent in whole or in part in respect of the related Balloon Payment; (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 a 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) 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; (v) any other default has occurred which has materially and adversely affected the value of the related Mortgaged Loan and has continued unremedied for the applicable grace period specified in the related mortgage; (vi) the related Mortgaged Property becomes an REO Property; or (vii) if for any reason, the Master Servicer cannot enter into an assumption agreement upon the transfer by the related Mortgagor of the mortgage. A Mortgage Loan serviced by the Special Servicer is referred to herein as a "Specially Serviced Mortgage Loan". The Special Servicer will collect certain payments on such Specially Serviced Mortgage Loans and make certain remittances to, and prepare certain reports for the Master Servicer with respect to such Mortgage Loans. The Master Servicer shall have no responsibility for the performance by the Special Servicer of its duties under the Servicing Agreement provided that the Master Servicer continues to perform certain servicing functions on such Specially Serviced Mortgage Loans and, based on the information provided to it by the Special Servicer, prepares certain reports to the Trustee with respect to such Specially Serviced Mortgage Loans. To the extent that any Mortgage Loan, in accordance with its original terms or as modified in accordance with the Servicing Agreement, becomes a performing Mortgage Loan for a least three consecutive months, the Special Servicer will return servicing of such Mortgage Loan to the Master Servicer. Under the Servicing Agreement the Special Servicer is required to service, administer and dispose of Specially Serviced Mortgage Loans solely in the best interests of and for the benefit of the Bondholders, in accordance with the Servicing Agreement and the Mortgage Loans and to the extent consistent with such terms, with the higher of (a) 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 that are similar to the Mortgage Loans, Mortgaged Property and REO Property and (b) 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 for its own portfolio and are similar to the Mortgage Loans, Mortgaged Property and REO Property, giving due consideration to customary and usual standards of practice of prudent institutional multifamily and commercial mortgage lenders, loan servicers and asset managers, so as to maximize the net present value of recoveries on the Mortgage Loans (with respect to the Special Servicer, the "Servicing Standard"). The Special Servicer, on behalf of the Trustee, may at any time institute foreclosure proceedings, exercise any power of sale contained in any mortgage, obtain a deed in lieu of foreclosure, or otherwise acquire, in the name of the Issuer, title to a Mortgaged Property securing a Specially Serviced Mortgage Loan by operation of law or otherwise, if such action is consistent with the Servicing Standard. The Special Servicer may not acquire title to any related Mortgaged Property or take any other action that would cause the Issuer, for the benefit of Bondholders, or any other specified person to be considered to hold title to, to be a "mortgagee-in-possession" of, or to be an "owner" or an "operator" of such Mortgaged Property within the meaning of certain federal environmental laws, unless the Special Servicer has previously determined, based on a report prepared by a person who regularly conducts environmental audits (which report will be paid as an expense of the Issuer), that: (i) the Mortgaged Property is in compliance with applicable environmental laws; or if not, that taking such actions as are necessary to bring the Mortgaged Property in compliance therewith is reasonably likely to produce a greater recovery on a present value basis, after taking into account any risks associated therewith, than not taking such actions; and (ii) and there are no circumstances present at the Mortgaged Property relating to the use, management or disposal of any hazardous substances, hazardous materials, wastes, or petroleum-based materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any federal, state or local law or regulation or that, if any such materials are present, taking such action with respect to the affected Mortgaged Property is reasonably likely to produce a greater recovery on a present value basis, after taking into account any risks associated therewith, than not taking such actions. The Special Servicer shall have full power and authority to do any and all things in connection with servicing and administering a Mortgage Loan that it may deem in its best judgment necessary or advisable, including, without limitation, to execute and deliver on behalf of the Issuer any and all instruments of satisfaction or cancellation or of partial release or full release or discharge and all other comparable instruments, to reduce the related Mortgage Interest Rate, and to defer or forgive payment of interest and/or principal with respect to any Specially Serviced Mortgage Loan or any Mortgaged Property. [The Special Servicer may not permit a modification of any Mortgage Loan to extend the scheduled maturity date of any Specially Serviced Mortgage Loan more than three years beyond the scheduled maturity date thereof as of the Cut-off Date without the consent of the Extension Advisor.] [See "--Extension Advisor" below.] Notwithstanding the forgoing, the Special Servicer may not permit any such modification with respect to a Balloon Mortgage Loan if it results in the extension of such maturity date beyond the amortization term of such Balloon Mortgage Loan absent the related Balloon Payment. The Special Servicer will prepare a report (an "Asset Strategy Report") for each Mortgage Loan which becomes a Specially Serviced Mortgage Loan not later than thirty (30) days after the servicing of such Mortgage Loan is transferred to the Special Servicer. Each Asset Strategy Report will be delivered to each holder of a Class __, Class __ and Class __ Bond upon request. The holders of the fewest number of classes of Bonds representing the most subordinate Bonds with an aggregate Bond Principal Amount equal to at least __% of the Bond Principal Amount of all Classes of Bonds (the "Monitoring Bondholders") will designate one Monitoring Bondholder pursuant to the Servicing Agreement (the "Directing Bondholder "). Each Asset Strategy Report will be delivered to the Directing Bondholder. The Directing Bondholder may object to any Asset Strategy Report within 10 business days of receipt. If the Directing Bondholder does not disapprove an Asset Strategy Report within 10 business days, the Special Servicer shall implement the recommended action as outlined in such Asset Strategy Report. If the Directing Bondholder disapproves such Asset Strategy Report and the Special Servicer has not made the affirmative determination described below, the Special Servicer will revise such Asset Strategy Report as soon as practicable. The Special Servicer will revise such Asset Strategy Report until the Directing Bondholder fails to disapprove such revised Asset Strategy Report as described above, provided that the Special Servicer shall not be under any obligation to perform any actions which are not consistent with applicable laws and the related Mortgage Loan documents. Any Bondholder may request and obtain a copy of any Asset Strategy Report except to the extent prohibited by applicable law or the related Mortgage Loan documents. [The Special Servicer may be removed without cause at any time by the Directing Bondholder.] [Extension Advisor The "Extension Advisor" will be responsible for approving any proposed Mortgage Loan modification that extends the maturity date of a Mortgage Loan by more than three (3) years beyond the scheduled maturity date of such loan as of the Cut-off Date. The initial Extension Advisor, acting on behalf of the holders of the Offered Bonds, shall only grant such approvals if it shall have determined that the decision of the Special Servicer to so modify the Mortgage Loan is consistent with the Special Servicer standard set forth in the Servicing Agreement. Any subsequent Extension Advisor may grant such approvals if it shall have determined that the decision of the Special Servicer to so modify the Mortgage Loan is in the best interest of the holders of the Offered Bonds. The initial Extension Advisor will be ________________________. At any time, the holders of a majority of the outstanding aggregate Bond Principal Amount of the Offered Bonds may remove the Extension Advisor. In such event, the Trustee will so inform such Bondholders, and a majority of Bond Principal Amount of the holders of such Bonds shall have the right to appoint a replacement Extension Advisor.] Servicing and Other Compensation and Payment of Expenses The principal compensation to be paid to the Master Servicer in respect of its servicing activities will be the "Servicing Fee." The Servicing Fee will be payable monthly and will accrue at the applicable "Servicing Fee Rate" and will be computed on the basis of the same principal amount and for the same period respecting which any related interest payment on each Mortgage Loan is computed. The Servicing Fee Rate with respect to each Mortgage Loan equals ___% per annum. [The Master Servicer will also be entitled to retain as additional servicing compensation (i) all investment income earned on amounts on deposit in the Mortgagor escrow accounts (to the extent consistent with applicable law and the related Mortgage Loan documents) and the Collection Account, (ii) all amounts collected with respect to the Mortgage Loans (that are not Specially Serviced Mortgage Loans) in the nature of late payment charges, late fees, NSF check charges (including with respect to Specially Serviced Mortgage Loans), extension fees, modification fees, assumption fees, and similar fees and charges, and (iii) any Prepayment Interest Excess (to the extent not offset against any Prepayment Interest Shortfall in accordance with the provisions of the Servicing Agreement). The principal compensation to be paid to the Special Servicer in respect of its special servicing activities will be the Special Servicing Fee. The Special Servicing Fee will be payable monthly only from amounts received in respect of each Specially Serviced Mortgage Loan. The Special Servicing Fee will equal ____% of all amounts collected with respect to any Specially Serviced Mortgage Loans. [The Special Servicer will also be entitled to receive with respect to any Specially Serviced Mortgage Loan or REO Property that is sold or transferred or otherwise liquidated, in addition to the Special Servicing Fee, a disposition fee (the "Disposition Fee") equal to ___% of the net proceeds of the sale or liquidation of any Specially Serviced Mortgage Loan or REO Property.] [The Special Servicer will also be entitled to retain as additional servicing compensation (i) all investment income earned on amounts on deposit in any REO Account, and (ii) all amounts collected with respect to the Specially Serviced Mortgage Loans in the nature of late payment charges, late fees, assumption fees, modification fees, extension fees or similar items.] Conflicts of Interest The Special Servicer or its affiliates own and are in the business of acquiring assets similar to the Mortgage Loans owned by the Issuer. To the extent that any mortgage loans owned and/or serviced by the Special Servicer or its affiliates are similar to the Mortgage Loans owned by the Issuer, the mortgaged properties related to such mortgage loans may, depending upon certain circumstances such as the location of the mortgaged property, compete with the Mortgaged Properties related to the Mortgage Loans owned by the Issuer for tenants, purchasers, financing and similar resources. DESCRIPTION OF THE BONDS General The Issuer's Series 199__-__ Collateralized Mortgage Bonds (the "Bonds") will be issued on or about ___________, 199__ (the "Closing Date") in an aggregate Bond Principal Amount of approximately $_____________, pursuant to an Indenture, to be dated as of ____________, 199__ (the "Indenture"), between the Owner Trustee, on behalf of the Issuer, and the Trustee, on behalf of the holders of the Bonds (the "Bondholders"). The Bonds will be issued in [seven] classes (each, a "Class") to be designated as: [(i) the Class A-1 and Class A-2 Bonds (collectively, the "Class A Bonds" or the "Senior Bonds"); (ii) the Class B, Class C and Class D Bonds (collectively with the Class A Bonds, the "Offered Bonds"); and (iii) the Class E and Class F Bonds (collectively, the "Private Bonds"; and, collectively with the Class B, Class C and Class D Bonds, the "Subordinate Bonds")]. The Bonds will be secured by the Trust Estate. The "Trust Estate" will consist of all rights, money, instruments, securities and other property, including all proceeds thereof, which are subject to, or intended to be subject to, the lien of the Indenture for the benefit of the Bondholders, including without limitation the Collateral. The "Collateral" will consist of the Mortgage Loans, any REO Properties and the Collection Account, all of which is more specifically described under "Description of the Mortgage Pool" herein and "Description of the Collateral" and "Description of the Agreements--Accounts" in the Prospectus. Only the Offered Bonds are offered hereby. The Private Bonds will initially be issued to and held by an affiliate of the Issuer and are not offered hereby. The Offered Bonds will be non-recourse obligations of the Issuer. The holders and beneficial owners of the Offered Bonds will be deemed to have agreed that they have no rights or claims against the Issuer directly and may only look to the Collateral to satisfy the Issuer's obligations under the Indenture. Each holder and beneficial owner of an Offered Bond will also be deemed, by the acceptance of its Bond or interest therein, to have agreed not to file or cause a filing against the Issuer of an involuntary petition under any bankruptcy or receivership law. The Offered Bonds are not insured or guaranteed by any government agency or instrumentality or by any other person. The respective Classes of Bonds will be issued in the initial aggregate Bond Principal Amounts (in each case, subject to a variance of plus or minus __%), and will accrue interest at the Bond Interest Rates set forth below: Initial Aggregate Bond Class Principal Amount Bond Interest Rate - -------------------- ---------------------- ------------------ [Class A-1]......... $ % [Class A-2]......... $ % [Class B]........... $ % [Class C]........... $ % [Class D]........... $ % [Class E]........... $ % [Class F]........... $ % The "Issuer's Equity" represents the right of the Issuer or its designee (i) to receive all payments on and proceeds of the Collateral not otherwise allocable to pay interest, principal or other amounts 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. The principal amount of the Issuer's Equity as of any date of determination is the amount (the "Overcollateralization Amount"), if any, by which the then aggregate Stated Principal Balance of the Mortgage Pool (initially equal to the Initial Pool Balance) exceeds the then aggregate Bond Principal Amount of all the Bonds. As of the Closing Date, the Overcollateralization Amount will equal approximately $_______________. The "Stated Principal Balance" of each Mortgage Loan will generally equal the Cut-off Date Balance thereof, reduced (to not less than zero) on each Payment Date by (i) any payments or other collections (or advances in lieu thereof) of principal of such Mortgage Loan that have been applied to make payments to Bondholders and/or the Issuer on such date and (ii) the principal portion of any Realized Loss incurred in respect of such Mortgage Loan during the related Collection Period. The "Collection Period" with respect to any Payment Date will be 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. The "Determination Date" with respect to any Payment Date will be the __ day of the month in which such Payment Date occurs, of if such __ day is not a business day, the immediately preceding business day. Registration and Denominations The Offered Bonds will be issued in denominations of not less than $_______ initial Bond Principal Amount and in any whole dollar denomination in excess thereof. Each Class of Offered Bonds will initially be issued in book-entry form through the facilities of The Depository Trust Company ("DTC") and, accordingly, will constitute Book-Entry Bonds within the meaning of the Prospectus. In connection therewith, each Class of Offered Bonds will initially be represented by one or more fully registered physical securities registered in the name of the nominee of DTC. The Depositor has been informed by DTC that DTC's nominee will be Cede & Co. No beneficial owner of a Book-Entry Bond (each, a "Bond Owner") will be entitled to receive a fully registered physical security (a "Definitive Bond") representing its interest in such Bond, except under the limited circumstances described under "Description of the Bonds--Book-Entry Registration and Definitive Bonds" in the Prospectus. Unless and until Definitive Bonds are issued in respect of the Offered Bonds, beneficial ownership interests in each such Class of Bonds will be maintained and transferred on the book-entry records of DTC and its participating organizations (the "DTC Participants"), and all references to actions by holders of each such Class of Bonds will refer to actions taken by DTC upon instructions received from the related Bond Owners through the DTC Participants in accordance with DTC procedures, and all references herein to payments, notices, reports and statements to the holders of each such Class of Bonds will refer to payments, notices, reports and statements to DTC or Cede & Co., as the registered holder thereof, for payment to the related Bond Owners through the DTC Participants in accordance with DTC procedures. The form of such payments and transfers may result in certain delays in receipt of payments by an investor and may restrict an investor's ability to pledge its securities. See "Description of the Bonds--Book-Entry Registration and Definitive Bonds" and "Risk Factors--Owner of Book-Entry Bonds Not Entitled to Exercise Rights of Holders of Bonds" in the Prospectus. The Trustee will initially serve as registrar (in such capacity, the "Bond Registrar") for purposes of recording and otherwise providing for the registration of the Offered Bonds and, if and to the extent Definitive Bonds are issued in respect thereof, of transfers and exchanges of the Offered Bonds. Payments on the Bonds General. Payments on the Bonds will be made by or on behalf of the Trustee, to the extent of available funds, on the ___ day of each month or, if any such ___ day is not a business day, then on the next succeeding business day, commencing in ____________, 199__ (each, a "Payment Date"). Except as described below, all such payments will be made to the Bondholders of record at the close of business on the last business day of the month preceding the month in which the related Payment Date occurs (each, a "Record Date"). [As to each such Bondholder, such payments will be made by wire transfer in immediately available funds to the account specified by the Bondholder at a bank or other entity having appropriate facilities therefor, if such Bondholder will have provided the Trustee with wiring instructions no less than ____ business days prior to the related Record Date and is the registered owner of Bonds with an aggregate initial Bond Principal Amount of at least $[5,000,000], or otherwise by check mailed to such Bondholder.] Until Definitive Bonds are issued in respect thereof, Cede & Co. will be the registered holder of the Offered Bonds. See "--Registration and Denominations" above. The final payment on any Bond will be made only upon presentation and surrender of such Bond at the location that will be specified in a notice of the pendency of such final payment. All payments made with respect to a Class of Bonds will be allocated pro rata among the outstanding Bonds of such Class based on the respective Bond Principal Amounts thereof. Funds Available for Payments on the Bonds. With respect to any Payment Date, payments of interest and principal on the Bonds will be made from the Available Payment Amount for such date. [The "Available Payment Amount" for any Payment Date will, in general, equal: (a) all amounts on deposit in the Collection Account (see "Description of the Agreements--Accounts" in the Prospectus) as of the close of business on the related Determination Date, exclusive of any portion thereof that represents one or more of the following: (i) Monthly Payments collected but due on a Due Date subsequent to the related Collection Period; (ii) Prepayment Premiums (however, Prepayment Premiums will be excluded from the Available Payment Amount only if the Bonds have not been declared due and payable following an Issuer Event of Default or if any such declaration and its consequences have been rescinded and annulled); (iii) amounts that are payable or reimbursable to any person other than the Bondholders in respect of their Bonds or the Issuer in respect of the Issuer's Equity (including amounts payable to the Master Servicer, the Special Servicer, any Sub-Servicers or the Trustee as compensation (including Trustee Fees, Servicing Fees, Special Servicing Fees, Default Interest and late payment charges (to the extent not otherwise applied to cover interest on Advances), and assumption fees and modification fees), amounts payable in reimbursement of outstanding Advances, together with interest thereon); and (iv) amounts deposited in the Collection Account in error; plus (b) to the extent not already included in clause (a), any P&I Advances and/or Compensating Interest Payment made in respect of such Payment Date.] With respect to any Payment Date, payments of Yield Maintenance Amounts on the Bonds will be made from Prepayment Premiums actually collected on the Mortgage Loans during the related Collection Period. Priority of Payments. On each Payment Date, unless the Bonds have been declared due and payable following an Issuer Event of Default and such declaration and its consequences have not been rescinded and annulled, the Available Payment Amount for such date will be applied to make payments to the respective Classes of Bondholders and the Issuer for the following purposes and in the following order of priority, in each case to the extent of remaining funds: [(i) to the holders of the Class A Bonds in respect of interest, pro rata as between the two Classes of Class A Bondholders based on entitlement, up to an amount equal to all Accrued Bond Interest (as defined below) in respect of each such Class of Bonds for the related Interest Accrual Period and, to the extent not previously paid, for all prior Interest Accrual Periods; (ii) to the holders of the Class A Bonds in respect of principal, allocable as between the two Classes of Class A Bondholders as described below, up to an amount equal to the lesser of (a) the then aggregate Bond Principal Amount of the Class A Bonds and (b) the Principal Payment Amount (as defined below) for such Payment Date; (iii) to the holders of the Class B Bonds in respect of interest, up to an amount equal to all Accrued Bond Interest in respect of such Class of Bonds for the related Interest Accrual Period and, to the extent not previously paid, for all prior Interest Accrual Periods; (iv) after the aggregate Bond Principal Amount of the Class A Bonds has been reduced to zero, to the holders of the Class B Bonds in respect of principal, up to an amount equal to the lesser of (a) the then aggregate Bond Principal Amount of the Class B Bonds and (b) the excess, if any, of the Principal Payment Amount for such Payment Date over any amounts paid on such Payment Date in retirement of the Class A Bonds pursuant to clause (ii) above; (v) to the holders of the Class C Bonds in respect of interest, up to an amount equal to all Accrued Bond Interest in respect of such Class of Bonds for the related Interest Accrual Period and, to the extent not previously paid, for all prior Interest Accrual Periods; (vi) after the aggregate Bond Principal Amount of the Class A and Class B Bonds has been reduced to zero, to the holders of the Class C Bonds in respect of principal, up to an amount equal to the lesser of (a) the then aggregate Bond Principal Amount of the Class C Bonds and (b) the excess, if any, of the Principal Payment Amount for such Payment Date over any amounts paid on such Payment Date in retirement of the Class A and/or Class B Bonds pursuant to clauses (ii) and (iv) above; (vii) to the holders of the Class D Bonds in respect of interest, up to an amount equal to all Accrued Bond Interest in respect of such Class of Bonds for the related Interest Accrual Period and, to the extent not previously paid, for all prior Interest Accrual Periods; (viii) after the aggregate Bond Principal Amount of the Class A, Class B and Class C Bonds has been reduced to zero, to the holders of the Class D Bonds in respect of principal, up to an amount equal to the lesser of (a) the then aggregate Bond Principal Amount of the Class D Bonds and (b) the excess, if any, of the Principal Payment Amount for such Payment Date over any amounts paid on such Payment Date in retirement of the Class A, Class B and/or Class C Bonds pursuant to clauses (ii), (iv) and (vi) above; (ix) to the holders of the Class E Bonds in respect of interest, up to an amount equal to all Accrued Bond Interest in respect of such Class of Bonds for the related Interest Accrual Period and, to the extent not previously paid, for all prior Interest Accrual Periods; (x) after the aggregate Bond Principal Amount of the Class A, Class B, Class C and Class D Bonds has been reduced to zero, to the holders of the Class E Bonds in respect of principal, up to an amount equal to the lesser of (a) the then aggregate Bond Principal Amount of the Class E Bonds and (b) the excess, if any, of the Principal Payment Amount for such Payment Date over any amounts paid on such Payment Date in retirement of the Class A, Class B, Class C and/or Class D Bonds pursuant to clauses (ii), (iv), (vi) and (viii) above; (xi) to the holders of the Class F Bonds in respect of interest, up to an amount equal to all Accrued Bond Interest in respect of such Class of Bonds for the related Interest Accrual Period and, to the extent not previously paid, for all prior Interest Accrual Periods; (xii) after the aggregate Bond Principal Amount of the Class A, Class B, Class C, Class D and Class E Bonds has been reduced to zero, to the holders of the Class F Bonds in respect of principal, up to an amount equal to the lesser of (a) the then aggregate Bond Principal Amount of the Class F Bonds and (b) the excess, if any, of the Principal Payment Amount for such Payment Date over any amounts paid on such Payment Date in retirement of the Class A, Class B, Class C, Class D and/or Class E Bonds pursuant to clauses (ii), (iv), (vi), (viii) and (x) above; (xiii) if, after giving effect to the payments of principal on the Bonds contemplated by clauses (ii), (iv), (vi), (viii), (x) and (xii) above, the aggregate Bond Principal Amount of all the Bonds still exceeds the aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding immediately following such Payment Date, then to the holders of the Class A Bonds (allocable as between the two Classes of Class A Bondholders as described below), the Class B Bonds, the Class C Bonds, the Class D Bonds, the Class E Bonds and the Class F Bonds, in that order, in respect of principal, until (in the case of each Class of Bonds on which payments of principal are so made) such excess (or the aggregate Bond Principal Amount of such Class of Bonds) is reduced to zero (whichever occurs first); and (xiv) to or at the direction of the Issuer in respect of the Issuer's Equity to the extent of any remaining portion of the Available Payment Amount for such Payment Date.] [On each Payment Date prior to the Class A Principal Payment Cross-Over Date, if any, all payments of principal on the Class A Bonds described above will be paid, first, to the holders of the Class A-1 Bonds, until the aggregate Bond Principal Amount of such Class of Bonds is reduced to zero, and thereafter, to the holders of the Class A-2 Bonds, until the aggregate Bond Principal Amount of such Class of Bonds is reduced to zero. On each Payment Date on and after the Class A Principal Payment Cross-Over Date, all payments of principal on the Class A Bonds described above will be paid to the holders of such two Classes of Bonds, pro rata, in accordance with their respective aggregate Bond Principal Amounts immediately prior to such Payment Date, until the aggregate Bond Principal Amount of each such Class of Bonds is reduced to zero. Provided that both the Class A-1 Bonds and the Class A-2 Bonds are still outstanding, the "Class A Principal Payment Cross-Over Date" will be the first Payment Date as of which the aggregate Bond Principal Amount of the Class A Bonds immediately prior thereto equals or exceeds the sum of (a) the aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding immediately following such Payment Date, plus (b) the lesser of (i) the Principal Payment Amount for such Payment Date and (ii) the Available Payment Amount Funds for such Payment Date that will be remaining following the payment of all Accrued Bond Interest payable on the Class A Bonds on such Payment Date.] [On each Payment Date, unless the Bonds have been declared due and payable following an Issuer Event of Default and such declaration has not been rescinded or annulled, any Prepayment Premiums actually collected during the related Collection Period will be applied to make payments to the respective Classes of Bondholders and the Issuer for the following purposes and in the following order of priority, in each case to the extent of remaining funds: (i) to the holders of the Class A Bonds in respect of additional interest, pro rata as between the two Classes of Class A Bondholders based on entitlement, up to an amount equal to the Yield Maintenance Amount (as defined below) for each such Class of Bonds for such Payment Date; (ii) to the holders of the Class B Bonds in respect of additional interest, up to an amount equal to the Yield Maintenance Amount for such Class of Bonds for such Payment Date; (iii) to the holders of the Class C Bonds in respect of additional interest, up to an amount equal to the Yield Maintenance Amount for such Class of Bonds for such Payment Date; (iv) to the holders of the Class D Bonds in respect of additional interest, up to an amount equal to the Yield Maintenance Amount for such Class of Bonds for such Payment Date; (v) to the holders of the Class E Bonds in respect of additional interest, up to an amount equal to the Yield Maintenance Amount for such Class of Bonds for such Payment Date; (vi) to the holders of the Class F Bonds in respect of additional interest, up to an amount equal to the Yield Maintenance Amount for such Class of Bonds for such Payment Date; and (vii) to or at the direction of the Issuer in respect of the Issuer's Equity to the extent of any remaining Prepayment Premiums actually collected during the related Collection Period.] On each Payment Date, if the Bonds have been declared due and payable following an Issuer Event of Default and such declaration and its consequences have not been rescinded and annulled, the Available Payment Amount (which will, under such circumstances, include Prepayment Premiums) for such date will be applied to make payments to the respective Classes of Bondholders and the Issuer for the following purposes and in the following order of priority, in each case to the extent of remaining funds: [(i) to the holders of the Class A-1 and Class A-2 Bonds in respect of interest, pro rata based on entitlement up to an amount equal to all Accrued Bond Interest in respect of each such Class of Bonds for the related Interest Accrual Period and, to the extent not previously paid, for all prior Interest Accrual Periods; (ii) to the holders of the Class A-1 and Class A-2 Bonds in respect of principal, pro rata based on their respective aggregate Bond Principal Amounts, until such Bonds are retired; (iii) to the holders of the Class B Bonds in respect of interest, up to an amount equal to all Accrued Bond Interest in respect of such Class of Bonds for the related Interest Accrual Period and, to the extent not previously paid, for all prior Interest Accrual Periods; (iv) after the aggregate Bond Principal Amount of the Class A Bonds has been reduced to zero, to the holders of the Class B Bonds in respect of principal, until such Bonds are retired; (v) to the holders of the Class C Bonds in respect of interest, up to an amount equal to all Accrued Bond Interest in respect of such Class of Bonds for the related Interest Accrual Period and, to the extent not previously paid, for all prior Interest Accrual Periods; (vi) after the aggregate Bond Principal Amount of the Class A and Class B Bonds has been reduced to zero, to the holders of the Class C Bonds in respect of principal, until such Bonds are retired; (vii) to the holders of the Class D Bonds in respect of interest, up to an amount equal to all Accrued Bond Interest in respect of such Class of Bonds for the related Interest Accrual Period and, to the extent not previously paid, for all prior Interest Accrual Periods; (viii) after the aggregate Bond Principal Amount of the Class A, Class B and Class C Bonds has been reduced to zero, to the holders of the Class D Bonds in respect of principal, until such Bonds are retired; (ix) to the holders of the Class E Bonds in respect of interest, up to an amount equal to all Accrued Bond Interest in respect of such Class of Bonds for the related Interest Accrual Period and, to the extent not previously paid, for all prior Interest Accrual Periods; (x) after the aggregate Bond Principal Amount of the Class A, Class B, Class C and Class D Bonds has been reduced to zero, to the holders of the Class E Bonds in respect of principal, until such Bonds are retired; (xi) to the holders of the Class F Bonds in respect of interest, up to an amount equal to all Accrued Bond Interest in respect of such Class of Bonds for the related Interest Accrual Period and, to the extent not previously paid, for all prior Interest Accrual Periods; (xii) after the aggregate Bond Principal Amount of the Class A, Class B, Class C, Class D and Class E Bonds has been reduced to zero, to the holders of the Class F Bonds in respect of principal, until such Bonds are retired; and (xiii) after the aggregate Bond Principal Amount of all the Bonds has been reduced to zero, to or at the direction of the Issuer in respect of the Issuer's Equity to the extent of any remaining portion of the Available Payment Amount for such Payment Date.] Accrued Bond Interest. [The "Accrued Bond Interest" in respect of any Class of Bonds for any Interest Accrual Period will equal one month's interest at the applicable Bond Interest Rate accrued on the aggregate Bond Principal Amount of such Class of Bonds outstanding immediately prior to the related Payment Date. Accrued Bond Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.] [If the portion of the Available Payment Amount payable in respect of interest on any Class of Offered Bonds on any Payment Date is less than the Accrued Bond Interest then payable for such Class, the shortfall will be payable to holders of such Class of Bonds on subsequent Payment Dates, to the extent of available funds. Any such shortfall will not bear interest, however, and will therefore negatively affect the yield to maturity of such Class of Bonds for so long as it is outstanding. The failure to pay the full amount of Accrued Bond Interest in respect of any Class of Bonds on any Payment Date will not be an Issuer Event of Default.] [As to each Class of Bonds for any Payment Date, the "Interest Accrual Period" will be the calendar month preceding the month in which such Payment Date occurs.] Principal Payment Amount. [The "Principal Payment Amount" for any Payment Date will, in general, equal the aggregate of the following: (a) the principal portions of all Scheduled Payments (other than Balloon Payments) and any Assumed Scheduled Payments due or deemed due, as the case may be, in respect of the Mortgage Loans for their respective Due Dates occurring during the related Collection Period; (b) all payments (including Principal Prepayments and Balloon Payments) 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 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 Scheduled Payment (other than a Balloon Payment) due, or the principal portion of any Assumed Scheduled 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 (c) if such Payment Date is subsequent to the initial Payment Date, the excess, if any, of (i) the Principal Payment Amount for the immediately preceding Payment Date, over (ii) the aggregate payments of principal made in respect of the Bonds on such immediately preceding Payment Date.] [The "Scheduled Payment" due in respect of any Mortgage Loan on any related Due Date will be 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, without regard to any waiver, modification or amendment of such Mortgage Loan subsequent to the Closing Date, and assuming that each prior Scheduled Payment has been made in a timely manner.] [The "Assumed Scheduled Payment" is an amount deemed due in respect of any Balloon Loan that is delinquent in respect of its Balloon Payment beyond the first Determination Date that follows its original stated maturity date. The Assumed Scheduled Payment deemed due on any such Mortgage Loan on its original stated maturity date and on each successive Due Date that it remains or is deemed to remain outstanding shall equal the Scheduled 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 as of the Closing Date.] [The failure to pay the full Principal Payment Amount on the Bonds on any Payment Date will not be an Issuer Event of Default except to the extent that any Bond is not retired by Stated Maturity.] [Yield Maintenance Amount. The "Yield Maintenance Amount" will equal: (a) with respect to any Class of Bonds, for any Payment Date on which any portion of the Principal Prepayment Amount, if any, is paid thereon on such Payment Date, an amount equal to the present value of a series of equal monthly payments deemed payable on each future Payment Date up to and including the Assumed Final Payment Date for such Class of Bonds, each such monthly payment to be equal to the related Interest Payment Adjustment and to be discounted from the applicable future Payment Date to the then current Payment Date at a per annum rate equal to the sum of (i) the yield per annum on United States treasury securities having a maturity closest to the Assumed Final Payment Date for such Class of Bonds, plus (ii) ___ basis points; and (b) with respect to any Class of Bonds for any Payment Date on which no portion of a Principal Prepayment Amount is paid thereon on such Payment Date, zero. For purposes of the foregoing, the "related Interest Payment Adjustment" will equal one-twelfth of the product of the Bond Interest Rate for the subject Class of Bonds, multiplied by the portion of the Principal Prepayment Amount for such Payment Date payable on such Class of Bonds. The "Principal Prepayment Amount" for any Payment Date will be that portion of the Principal Payment Amount for such Payment Date that represents voluntary principal prepayments and other early collections of principal on or in respect of the Mortgage Loans received in advance of their respective stated maturity dates as of the Closing Date.] [Failure to pay the full Yield Maintenance Amount in respect of any Class of Bonds on any Payment Date will not be an Issuer Event of Default and the shortfall will not be carried forward to any subsequent Payment Date.] Treatment of REO Properties. Notwithstanding that any Mortgaged Property may be acquired as part of the Trust Estate through foreclosure, deed in lieu of foreclosure or otherwise, the related Mortgage Loan will, for purposes of, among other things, determining payments of principal on the Bonds, as well as the amount of Servicing Fees, Special Servicing Fees and Trustee Fees payable under the Indenture and the Servicing Agreement, be treated as having remained outstanding until such REO Property is liquidated. In connection therewith, operating revenues and other proceeds derived from such REO Property (exclusive of related operating costs) will be "applied" by the Master Servicer as principal, interest and other amounts "due" on such Mortgage Loan; and, subject to the recoverability determination described below (see "--Advances"), the Master Servicer will be required to make P&I Advances in respect of such Mortgage Loan as if it had remained outstanding. References to "Mortgage Loan" and "Mortgage Loans" in the definitions of "Principal Payment Amount" and "Principal Prepayment Amount" are intended to include any Mortgage Loan or Mortgage Loans as to which the related Mortgaged Property has become an REO Property. Subordination [As and to the extent described herein, the rights of the Issuer or its designee to receive payments of amounts received on the Mortgage Loans in respect of the Issuer's Equity will be subordinated to the rights of holders of the Bonds to receive such amounts in respect of interest, principal and other amounts due and owing on their Bonds from time to time. In addition, as and to the extent described herein, the rights of holders of the Subordinate Bonds (including the Class B, Class C and Class D Bonds) to receive payments of amounts received on the Mortgage Loans in respect of interest, principal and other amounts due and owing on their Bonds from time to time will, in the case of each Class thereof, be subordinated to such rights of the holders of the Class A Bonds and the holders of each other Class of Subordinate Bonds with an earlier alphabetical Class designation. This subordination is intended to enhance the likelihood of timely receipt by the holders of the Class A Bonds of the full amount of Accrued Bond Interest payable in respect of such Bonds on each Payment Date, and the ultimate receipt by the holders of such Bonds of principal in an amount equal to the entire aggregate Bond Principal Amount thereof. Similarly, but to decreasing degrees, this subordination is also intended to enhance the likelihood of timely receipt by the holders of the other Classes of Offered Bonds of the full amount of Accrued Bond Interest payable in respect of such Bonds on each Payment Date, and the ultimate receipt by the holders of such Bonds of principal equal to the entire aggregate Bond Principal Amount thereof. This subordination will be accomplished by, among other things, the application of the Available Payment Amount on each Payment Date in accordance with the order of priority described under "--Payments on the Bonds--Priority of Payments" above. No other form of Credit Support will be available for the benefit of any Class of Offered Bondholders. Realized Losses, Net Aggregate Prepayment Interest Shortfalls and other shortfalls in respect of the Mortgage Loans will, in each case, be borne by the Issuer and the holders of the Private Bonds (to the extent of amounts otherwise payable in respect of the Issuer's Equity and the Private Bonds, respectively) prior to any such losses, shortfalls and/or expenses being borne by the Offered Bondholders. If and to the extent that Realized Losses, together with any Net Aggregate Prepayment Interest Shortfalls, exceed the sum of the initial Overcollateralization Amount and the initial aggregate Bond Principal Amount of the Private Bonds, it is likely that the holders of one or more Classes of Offered Bonds will not receive the full Bond Principal Amount of their Bonds. [Furthermore, notwithstanding the Mortgage Rates on the Mortgage Loans, the Bond Interest Rate on each Class of Bonds is fixed. In certain limited circumstances, the Mortgage Rate on one or more of the Mortgage Loans may be less than the Bond Interest Rate on one or more Classes of the Offered Bonds. However, holders of the Offered Bonds would not receive the full Bond Principal Amount of their Bonds, together with Accrued Bond Interest thereon, generally only if (i) the aggregate Stated Principal Balance of the Mortgage Pool is less than the aggregate Bond Principal Amount of the Offered Bonds and/or (ii) aggregate interest collected in respect of the Mortgage Loans (net of certain fees and expenses payable therefrom under the Indenture and the Servicing Agreement) is less than the aggregate interest payable on the Offered Bonds.] [Within 30 days after the earliest to occur of (i) 90 days after the date on which an uncured delinquency occurs in respect of a Mortgage Loan, (ii) 60 days after the date on which a receiver is appointed (if such appointment remains in effect during such 60-day period) in respect of a Mortgaged Property, (iii) as soon as reasonably practical after the date on which a Mortgaged Property becomes an REO Property or (iv) the date on which a change in the payment rate, Mortgage Rate, principal balance, amortization terms or Maturity Date of any Specially Serviced Mortgage Loan becomes effective, (the earliest of such dates, a "Required Appraisal Date") an appraisal will be obtained by the Special Servicer from an independent MAI appraiser at the expense of the Issuer (except if an appraisal has been conducted within the 12 month period preceding such event). As a result of such appraisal, a Collateral Value Adjustment may result, which Collateral Value Adjustment will be allocated, for purposes of determining payments of interest on the Bonds, in the manner and priority described above with respect to Realized Losses. Notwithstanding the foregoing, a Collateral Value Adjustment will be zero with respect to such a Mortgage Loan if (i) the event giving rise to such Collateral Value Adjustment is the extension of the maturity of such Mortgage Loan, (ii) the payments on such Mortgage Loan were not delinquent during the twelve month period immediately preceding such extension and (iii) the payments on such Mortgage Loan are then current, provided, that if at any later date there occurs a delinquency in payment with respect to such Mortgage Loan, the Collateral Value Adjustment will be recalculated and applied as described above. In addition, in any case, upon the occurrence of any event giving rise to a subsequent Collateral Value Adjustment (including the delinquency referred to in the immediately preceding sentence) more than twelve months after an appraisal was obtained with respect to a Collateral Value Adjustment, the Special Servicer will order a new appraisal as described above, within 30 days of the occurrence of any such event giving rise to a subsequent Collateral Value Adjustment and will adjust the amount of the Collateral Value Adjustment in accordance therewith.] [The "Collateral Value Adjustment" for any Payment Date with respect to any Mortgage Loan will be an amount equal to the excess of (a) the principal balance of such Mortgage Loan over (b) the excess of (i) 90% of the current appraised value of the related Mortgaged Property as determined by an independent MAI appraisal of such Mortgaged Property over (ii) the sum of (A) to the extent not previously advanced by a Servicer, all unpaid interest on such Mortgage Loan at a per annum rate equal to the Mortgage Rate, (B) all unreimbursed Advances and interest thereon, (C) any unpaid Servicing and Trustee fees and (D) all currently due and delinquent real estate taxes and assessments, insurance premiums and, if applicable, ground rents in respect of such Mortgaged Property (net of any amount escrowed or otherwise available for payment of the amount due on such Mortgage Loan). The excess of the principal balance of any Mortgage Loan over the related Collateral Value Adjustment is referred to herein as the "Adjusted Collateral Value." A Collateral Value Adjustment shall result in a reduction of the Accrued Bond Interest to be paid on one or more classes of Bonds and shall not be a permanent reduction of the Bond Principal Amount (or notional amount) of any class of Bonds prior to the occurrence of a Realized Loss.] A "Realized Loss," in the case of any Mortgage Loan described in clause (a) or clause (b) of the succeeding sentence, is equal to the sum of (a) the Stated Principal Balance of any Loss Mortgage Loan, (b) interest thereon not previously paid to Bondholders through the last day of the month in which such Mortgage Loan became a Loss Mortgage Loan, (c) any advances made by any Servicer which remain unreimbursed and (d) any interest accrued on such advances (see "--Advances" below) as of such time, reduced by any amounts recovered thereon as of such time and, in the case of any Mortgage Loan described in clause (c) of the succeeding sentence, is the amount determined to have been permanently forgiven as described in such clause (c). A "Loss Mortgage Loan" is any Mortgage Loan (a) which is finally liquidated, (b) with respect to which the Master Servicer or the Special Servicer has determined that an advance which has been made or would otherwise be required to be made, is not, or, if made, would not be, recoverable out of proceeds on such Mortgage Loan or (c) with respect to which a portion of the principal balance thereof has been permanently forgiven whether pursuant to a modification or a valuation resulting from a proceeding initiated under the Bankruptcy Code. The "Stated Principal Balance" of any Mortgage Loan as of any date of determination is the principal balance as of the Cut-off Date minus the sum of (i) the principal portion of each Monthly Payment due on such Mortgage Loan after the Cut-off Date, to the extent received from the Mortgagor or advanced and paid to Bondholders, and (ii) any unscheduled amounts of principal received with respect to such Mortgage Loans, to the extent paid to Bondholders. [The Collateral Value Adjustment will be allocated on each Payment Date, for purposes of determining payments in respect of interest on such Payment Date, to the Bond Principal Amount of the most subordinate class of Bonds that would otherwise receive payments of interest, up to an aggregate amount (net of any positive adjustments) equal to the Bond Principal Amount thereof. For so long as a more senior class of Bonds is outstanding, the amount of interest otherwise payable on such Payment Date to each class of Bonds to which a Collateral Value Adjustment has been allocated (to the extent not reversed) with respect to prior Payment Dates will be reduced by interest accrued at the related Bond Interest Rate on the portion of the Bond Principal Amount of such class equal to the sum of the aggregate Collateral Value Adjustment allocated to such class for such Payment Date and accrued and unpaid interest at the related Bond Interest Rate on such Collateral Value Adjustment amount for prior Payment Dates. Such accrued and unpaid interest (the "Collateral Value Adjustment Capitalization Amount") will be added to the Bond Principal Amount of such class or classes of Bonds, and an equal amount will be included in the Principal Payment Amount to be paid to holders of the most senior classes of Bonds on such Payment Date as described herein, to the extent actually paid by the Mortgagor or received as interest in respect of any REO Property. [On each Payment Date on or after the allocation of a Collateral Value Adjustment, the amount of interest otherwise payable on such Payment Date to the Class Bonds will be reduced by an amount equal to interest accrued on the portion of the notional amount thereof corresponding to the sum of any Collateral Value Adjustments and Collateral Value Adjustment Capitalization Amounts allocated to any class of Bonds for such Payment Date or any prior Payment Date and not previously reversed.] [The Special Servicer is required, within 30 days of each anniversary of the Required Appraisal Date, to order an update of the prior appraisal (the cost of which will be advanced by the Special Servicer and reimbursed thereto by the Issuer). The Special Servicer will determine and report to the Trustee the updated appraisal. A lower appraisal value will increase the Collateral Value Adjustment. Such increase will be allocated as described above. A higher appraised value will reverse the Collateral Value Adjustment by the amount of the reported increase. Any such reversal or reduction will reduce the accrual of the Collateral Value Adjustment Capitalization Amount and therefore reduce the amount otherwise available to make distributions of principal on the classes of Bonds senior to the class of Bonds to which such reversal is allocated. However, in neither case will the Bond Principal Amount (or notional amount) of the affected class or classes of Bonds be reduced by such reversal or reduction. In such event, the total Collateral Value Adjustment Capitalization Amount previously added to the related Bond Principal Amount shall be reduced in proportion to the Collateral Class Adjustment reversal.] Advances On the business day immediately preceding each Payment Date, the Master Servicer will be obligated to make advances out of its own funds or funds held in the Collection Account that are not required to be part of the Available Distribution Amount for such Payment Date or to remit any advances made by the Master Servicer or the Special Servicer (each, a "P&I Advance"), in an amount equal to the excess of all Monthly Payments (net of the Servicing Fee) due over the amount actually received, subject to the limitations described herein. In addition, each Servicer will be required to advance certain property related expenses. The Servicers generally may not advance any amounts, other than P&I Advances, unless such advance is contemplated in the related Asset Strategy Report (as defined herein) for the related Mortgage Loan or such advance is for one of several purposes specified in the Servicing Agreement as "Property Protection Expenses." All such advances will be reimbursable to the related Servicer from late payments, insurance proceeds, liquidation proceeds, condemnation proceeds or amounts paid in connection with the purchase of such Mortgage Loan or, as to any such advance that is deemed not otherwise recoverable, from any amounts required to be deposited in the Collection Account. Notwithstanding the foregoing, a Servicer will be obligated to make any such advance only to the extent that it determines in its reasonable good faith judgment that such advance, if made, would be recoverable out of net proceeds (including any amounts escrowed with respect to the related Mortgage Loan net of any reasonably anticipated expenses payable therefrom) on the related Mortgage Loan. None of the Servicers will be required to advance the full amount of any Balloon Payment not made by the related Mortgagor. To the extent a Servicer is required to make a P&I Advance on and after the Due Date for such Balloon Payment, such P&I Advance shall not exceed an amount equal to a monthly payment calculated by the Special Servicer necessary to fully amortize the related Mortgage Loan over the period used for purposes of calculating the scheduled monthly payments thereon prior to the related Maturity Date. [Any failure by the Servicer to make an advance as required under the Servicing Agreement will constitute an event of default thereunder, in which case the Trustee will be obligated to make any required advance, in accordance with the terms of the Servicing Agreement.] Each Servicer shall be entitled to interest on the aggregate amount of all advances made by such Servicer at a per annum rate equal to the prime rate reported in The Wall Street Journal. See "Risk Factors--Effect of Mortgagor Delinquencies and Defaults" herein. Reports to Bondholders; Certain Available Information [Trustee Reports; Special Servicer Reports. Based on information provided in monthly reports prepared by the Master Servicer and the Special Servicer and delivered to the Trustee, the Trustee will prepare and forward on each Payment Date to each Bondholder a statement (the "Trustee Report") substantially in the form of Annex ___ hereto, detailing the payments on the Bonds on such Payment Date and the performance, both in the aggregate and individually to the extent available, of the Mortgage Loans and Mortgaged Properties. [Investors and any other interested party may obtain Trustee Reports via the Trustee's electronic bulletin board by dialing ___________ and selecting the applicable statement. In addition, investors and other interested parties who have obtained approval from the Depositor, confirmation of which approval has been furnished to the Trustee, may obtain certain Mortgage Loan information via the Trustee's restricted electronic bulletin board by contacting the Trustee at ------------.] With respect to each Determination Date, the Special Servicer will be required to prepare a report (the "Special Servicer Report") generally containing the information described in Annex __ hereto with respect to Specially Serviced Mortgage Loans. The Special Servicer Reports will be delivered to the Trustee and the Master Servicer, and the Trustee will distribute such reports to the Bondholders. Until such time as Definitive Bonds are issued in respect of the Offered Bonds, the foregoing information will be available to the Bond Owners through DTC and the DTC Participants. Any Bond Owner of a Book-Entry Bond who does not receive information through DTC or the DTC Participants may request that Trustee Reports, Special Servicer Reports and accompanying documentation be mailed directly to it (at its cost) by written request (accompanied by verification of such Bond Owner's ownership interest) to the Trustee at the Trustee's corporate trust office primarily responsible for administering the Trust Estate (the "Corporate Trust Office"). The manner in which notices and other communications are conveyed by DTC to DTC Participants, and by DTC Participants to the Bond Owners of Book-Entry Bonds, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. The Master Servicer, the Special Servicer, the Trustee, the Depositor and the Issuer are required to recognize as Bondholders only those persons in whose names the Bonds are registered on the books and records of the Bond Registrar. Other Information. [The Indenture requires that the Trustee make available at its Corporate Trust Office, during normal business hours, upon reasonable advance written notice, for review by any holder or Bond Owner of an Offered Bond or any person identified to the Trustee by any such holder or Bond Owner as a prospective transferee of an Offered Bond or any interest therein, subject to the discussion in the following paragraph, originals or copies of, among other things, the following items: (a) the Indenture, the Servicing Agreement and any amendments or supplements to either of the foregoing, (b) all Trustee Reports and Special Servicer Reports delivered to holders of the relevant Class of Offered Bonds since the Closing Date, (c) all officer's certificates delivered to the Trustee by the Master Servicer and/or Special Servicer since the Closing Date as described under "Description of the Agreements--Evidence as to Compliance" in the Prospectus, (d) all accountant's reports delivered to the Trustee in respect of the Servicer and/or Special Servicer since the Closing Date as described under "Description of the Agreements--Evidence as to Compliance" in the Prospectus, and (e) [other available items to be specified]. Copies of any and all of the foregoing items will be available from the Trustee upon request; however, the Trustee will be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing such services.] [The Trustee will make available, upon reasonable advance written notice and at the expense of the requesting party, originals or copies of the items referred to in the prior paragraph that are maintained thereby, to Bondholders, Bond Owners and prospective purchasers of Bonds and interests therein; provided that the Trustee may require (a) in the case of a Bond Owner of an Offered Bond, a written confirmation executed by the requesting person or entity, in a form reasonably acceptable to the Trustee, generally to the effect that such person or entity is a beneficial owner of Offered Bonds, is requesting the information for use by it or another party in evaluating an investment in the Offered Bonds and will otherwise keep such information confidential and (b) in the case of a prospective purchaser of an Offered Bond, confirmation executed by the requesting person or entity, in a form reasonably acceptable to the Trustee, generally to the effect that such person or entity is a prospective purchaser of Offered Bonds or an interest therein, is requesting the information for use in evaluating a possible investment in the Offered Bonds and will otherwise keep such information confidential. Bondholders, by the acceptance of their Bonds, will be deemed to have agreed to keep such information confidential.] Voting Rights [At all times during the term of the Indenture, ___% of the voting rights for the series offered hereby (the "Voting Rights") will be allocated among the holders of the respective Classes of Bonds in proportion to the aggregate Bond Principal Amounts of such Classes. Voting Rights allocated to a Class of Bondholders will be allocated among such Bondholders in proportion to the respective Bond Principal Amounts of their Bonds.] The Trustee ______________________________________________ will be the Trustee under the Indenture. The Trustee is at all times to be, and will be required to resign if it fails to be, [specify eligibility requirements for Trustee, including qualification under the Trust Indenture Act of 1939, as amended]. The Depositor, the Master Servicer, the Special Servicer and their respective affiliates may from time to time enter into normal banking and trustee relationships with the Trustee and its affiliates. The Trustee and any of its respective affiliates may hold Bonds in their own names. In addition, for purposes of meeting the legal requirements of certain local jurisdictions, the Trustee may appoint a co-trustee or separate trustee of all or any part of the Trust Estate. In the event of such appointment, all rights, powers, duties and obligations conferred or imposed upon the Trustee and such separate trustee or co-trustee jointly, or, in any jurisdiction in which the Trustee shall be incompetent or unqualified to perform certain acts, singly upon such separate trustee or co-trustee who shall exercise and perform such rights, powers, duties and obligations solely at the direction of the Trustee. [Pursuant to the Indenture, the Trustee will be entitled to receive a monthly fee (the "Trustee Fee") generally equal to one month's interest in respect of each Mortgage Loan (including each Mortgage Loan as to which the related Mortgaged Property became an REO Property) accrued at _______% per annum (the "Trustee Fee Rate") on the unpaid principal balance of such Mortgage Loan from time to time.] See also "Description of the Bonds--The Trustee" in the Prospectus. [Optional Redemption] [Any Class of Offered Bonds may be redeemed in whole but not in part, at the Issuer's option, on any Payment Date, if the then aggregate Bond Principal Amount of such Class of Bonds is less than ___% of the initial aggregate Bond Principal Amount of such Class of Bonds and no Issuer Event of Default has occurred and is continuing. Such redemption will be at a price (calculated after taking into account payments made on the Bonds out of the Available Payment Amount on the applicable Payment Date) equal to 100% of the unpaid aggregate Bond Principal Amount of the Bonds to be redeemed, plus accrued and unpaid interest thereon to the last day of the related Interest Accrual Period. Notice of any optional redemption must be mailed by the Issuer or the Indenture Trustee at least ___ days prior to the date set for optional redemption. No Yield Maintenance Amount will be payable in connection with any such optional redemption. See "Yield and Maturity Considerations" herein.] Additional Information Prospective investors should carefully review the Prospectus, in particular the sections captioned "Description of the Bonds" and "Description of the Agreements", for important additional information regarding the Bonds and the Indenture. THE ISSUER ICCMAC Commercial Trust [______] (the "Issuer") is a business trust formed under the laws of the State of ___________, pursuant to the Deposit Trust Agreement, to be dated as of ____________, 199__ (the "Deposit Trust Agreement"), between Imperial Credit Commercial Mortgage Acceptance Corp. (the "Depositor") and the Owner Trustee, for the transactions described in this Prospectus Supplement. The Deposit Trust Agreement constitutes the "governing instrument" under the laws of the State of __________ relating to business trusts. [Ownership of the Issuer will initially be evidenced by ______ classes of ownership certificates (the "Ownership Certificates"). The Depositor initially will hold all of the Ownership Certificates, but may transfer some or all such Ownership Interests to an affiliate structured substantially similar to the Depositor.] The Depositor, a California corporation, is a direct wholly-owned subsidiary of Imperial Credit Commercial Mortgage Investment Corp. ("ICCMIC"). See "The Depositor" in the Prospectus. After its formation, the Issuer will generally not engage in any activity other than (i) acquiring, holding and, pursuant to the Indenture, pledging the Mortgage Loans and the other assets of the Issuer and proceeds therefrom, (ii) issuing the Bonds and the Ownership Certificates, (iii) making payments on the Bonds and the Ownership Certificates and (iv) engaging in other activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith. The assets of the Issuer will consist of the Mortgage Loans and certain related assets. The Issuer's principal offices are in _____________, in care of _______________________, as Owner Trustee, at the address listed below. THE OWNER TRUSTEE ________________________ is the Owner Trustee under the Deposit Trust Agreement. The Owner Trustee is a ____________________ and its principal offices are located at __________________________. As compensation for the performances of its duties, the Owner Trustee will be paid $___________ per annum (the "Owner Trustee Fee"). ___________________________ will be responsible for payment of the Owner Trustee Fee. Neither the Owner Trustee nor any director, officer or employee of the Owner Trustee will be under any liability to the Issuer or the Bondholders for any action taken or for refraining from the taking of any action in good faith pursuant to the Deposit Trust Agreement or for errors in judgment; provided that none of the Owner Trustee and any director, officer or employee thereof will be protected against any liability which would otherwise be imposed by reason of gross negligence or willful misconduct in the performance of obligations and duties under the Deposit Trust Agreement. All persons into which the Owner Trustee may be merged or with which it may be consolidated or any person resulting from such merger or consolidation shall be the successor of the Owner Trustee under the Deposit Trust Agreement. THE ADMINISTRATOR ______________________ (the "Administrator") is a __________________________, and its principal offices are located at _____________________________________. The Owner Trustee, on behalf of the Issuer, and the Administrator will enter into an Administration Agreement, to be dated as of ___________, 199__ (the "Administration Agreement"), pursuant to which the Administrator will be required to perform (without relieving the Issuer from liability therefor) certain duties of the Issuer set forth in the Indenture. As compensation for the performance of its duties, the Administrator will be paid a monthly fee on each Payment Date equal to one-twelfth of _____% of the aggregate Stated Principal Balance of the Mortgage Pool immediately prior to such Payment Date (the "Administration Fee"). _______________________________ will be responsible for payment of the Administration Fee. YIELD AND MATURITY CONSIDERATIONS Yield Considerations General. The yield on any Offered Bond will depend on (a) the price at which such Bond is purchased by an investor and (b) the rate, timing and amount of payments on such Bond. The rate, timing and amount of payments on any Offered Bond will in turn depend on, among other things, (i) the Bond Interest Rate for such Bond, (ii) the rate and timing of principal payments (including principal prepayments) and other principal collections on the Mortgage Loans, and (iii) the rate, timing and severity of Realized Losses and Net Aggregate Prepayment Interest Shortfalls. Rate and Timing of Principal Payments. The yield to holders of any Offered Bonds purchased at a discount or premium will be affected by the rate and timing of principal payments made in reduction of the Bond Principal Amounts of such Bonds. As described herein, the Principal Payment Amount for each Payment Date will be payable entirely in respect of the Class A-1 and/or Class A-2 Bonds until the aggregate Bond Principal Amounts thereof are reduced to zero, and will thereafter be payable entirely in respect of the Class B Bonds, the Class C Bonds, the Class D Bonds, the Class E Bonds and the Class F Bonds, in that order, in each case until the aggregate Bond Principal Amount of such Class of Bonds is reduced to zero. In addition, except under the limited circumstances described herein, holders of the Class A-2 Bonds will not receive any payments of principal for so long as the Class A-1 Bonds are outstanding. Consequently, the rate and timing of principal payments that are paid with respect to each Class of Bonds will be directly related to the rate and timing of principal payments on or in respect of the Mortgage Loans. The rate and timing of principal payments of the Mortgage Loans are affected by the amortization schedules of such Mortgage Loans, the dates on which Balloon Payments are due and the rate and timing of principal prepayments and other unscheduled collections thereon (including for this purpose, collections made in connection with liquidations of Mortgage Loans due to defaults, casualties or condemnations affecting the Mortgaged Properties, or purchases of Mortgage Loans out of the Trust Estate). Prepayments and, assuming the respective maturity dates therefor have not occurred, liquidations of the Mortgage Loans will result in payments on the Bonds of amounts that would otherwise be paid over the remaining terms of the Mortgage Loans and will tend to shorten the weighted average lives of the Bonds. Defaults on the Mortgage Loans, particularly at or near their maturity dates, may result in significant delays in payments of principal on the Mortgage Loans (and, accordingly, on the Bonds) while work-outs are negotiated or foreclosures are completed, and such delays will tend to lengthen the weighted average lives of those Bonds. See "Servicing of the Mortgage Loans" herein. The extent to which the yield to maturity of any Class of Offered Bonds may vary from the anticipated yield will depend upon the degree to which such Bonds are purchased at a discount or premium and when, and to what degree, payments of principal are made on such Bonds. An investor should consider, in the case of any Offered Bond purchased at a discount, the risk that a slower than anticipated rate of principal payments on such Bond, could result in an actual yield to such investor that is lower than the anticipated yield and, in the case of any Offered Bond purchased at a premium, the risk that a faster than anticipated rate of principal payments on such Bond could result in an actual yield to such investor that is lower than the anticipated yield. In general, the earlier a payment of principal is made on any Offered Bond purchased at a discount or premium, the greater will be the effect on an investor's yield to maturity. As a result, the effect on an investor's yield of principal payments on its Offered Bonds occurring at a rate higher (or lower) than the rate anticipated by the investor during any particular period would not be fully offset by a subsequent like reduction (or increase) in the rate of such principal payments. As stated above, the rate of principal payments on the Offered Bonds are ultimately dependent on the rate of principal payments on the Mortgage Loans. Because the rate of principal payments on the Mortgage Loans will depend on future events and a variety of factors (as described more fully below), no assurance can be given as to such rate or the rate of principal prepayments in particular. Losses and Shortfalls. The yield to holders of the Offered Bonds will also depend on the extent to which payments on the Bonds are adversely affected by any losses and other shortfalls on the Mortgage Loans. Realized Losses, Net Aggregate Prepayment Interest Shortfalls and other shortfalls in respect of the Mortgage Loans will, in each case, be borne by the Issuer and the holders of the Private Bonds (to the extent of amounts otherwise payable on or in respect of the Issuer's Equity and the Private Bonds, respectively) prior to any such losses, shortfalls and/or expenses being borne by the holders of the Offered Bonds. If and to the extent that Realized Losses, together with any Net Aggregate Prepayment Interest Shortfalls, exceed the sum of the initial Overcollateralization Amount and the initial aggregate Bond Principal Amount of the Private Bonds, it is likely that the holders of one or more Classes of Offered Bonds will not receive the full Bond Principal Amount of their Bonds. Certain Relevant Factors. The rate and timing of principal payments and defaults and the severity of losses on the Mortgage Loans may be affected by a number of factors, including, without limitation, prevailing interest rates, the terms of the Mortgage Loans (for example, provisions requiring Lockout Periods, provisions requiring the payment of Prepayment Premiums and amortization terms that require Balloon Payments), the demographics and relative economic vitality of the areas in which the Mortgaged Properties are located and the general supply and demand for rental units or comparable commercial space, as applicable, in such areas, the quality of management of the Mortgaged Properties, the servicing of the Mortgage Loans, possible changes in tax laws and other opportunities for investment. See "Risk Factors" herein and in the Prospectus and "Description of the Mortgage Pool" herein. The rate of prepayment on the Mortgage Pool is likely to be affected by prevailing market interest rates for mortgage loans of a comparable type, term and risk level. When the prevailing market interest rate is below a Mortgage Rate, the related Mortgagor has an incentive to refinance its Mortgage Loan. A requirement that a prepayment be accompanied by a Prepayment Premium may not provide a sufficient economic disincentive to deter a Mortgagor from refinancing at a more favorable interest rate. Depending on prevailing market interest rates, the outlook for market interest rates and economic conditions generally, some Mortgagors may sell or refinance Mortgaged Properties in order to realize their equity therein, to meet cash flow needs or to make other investments. In addition, some Mortgagors may be motivated by federal and state tax laws (which are subject to change) to sell Mortgaged Properties prior to the exhaustion of tax depreciation benefits. Neither the Depositor nor the Issuer makes any representation as to the particular factors that will affect the rate and timing of prepayments and defaults on the Mortgage Loans, as to the relative importance of such factors, as to the percentage of the principal balance of the Mortgage Loans that will be prepaid or as to which a default will have occurred as of any date or as to the overall rate of prepayment or default on the Mortgage Loans. Unpaid Accrued Bond Interest. As described under "Description of the Bonds--Payments on the Bonds" herein, if the portion of the Available Payment Amount payable in respect of interest on any Class of Offered Bonds on any Payment Date is less than the Accrued Bond Interest then payable for such Class, the shortfall will be payable to holders of such Class of Bonds on subsequent Payment Dates, to the extent of available funds. Any such shortfall will not bear interest, however, and will therefore negatively affect the yield to maturity of such Class of Bonds for so long as it is outstanding. Weighted Average Life Weighted average life refers to the average amount of time that will elapse from the date of issuance of a security to the date of payment to the investor of each dollar payable in reduction of principal of such security (assuming no losses). The weighted average life of any Offered Bonds will be influenced by, among other things, the rate at which principal of the Mortgage Loans is paid, which may be in the form of scheduled amortization, Balloon Payments, prepayments or liquidations and any extensions or modifications made by the Special Servicer with respect to Specially Serviced Mortgage Loans as described herein. The weighted average life of any Offered Bond may also be affected to the extent that additional payments in reduction of the Bond Principal Amount of such Bond occur as a result of the purchase of a Mortgage Loan out of the Trust Estate or any optional redemption of such Bond as described under "Description of the Bonds--Optional Redemption" herein. [The table set forth below has been prepared on the basis of the following assumptions (the "Modeling Assumptions") regarding the characteristics of the Bonds and the Mortgage Loans and the performance thereof: (i) as of the date of issuance of the Bonds, the Mortgage Loans have the terms as identified in the tables titled [identify tables]; (ii) the monthly cash flow of each Mortgage Loan (except for the Balloon Payment) is a monthly payment of principal and interest calculated based upon [specify applicable information], and no Mortgage Loan is voluntarily prepaid; (iii) no Mortgage Loan is repurchased as a result of a material breach of a representation or warranty, and there is no optional redemption of Bonds; (iv) there are no delinquencies or Realized Losses on the Mortgage Loans, and there is no extension of the maturity date of any Mortgage Loan; (v) all Mortgage Loans accrue interest on the basis of a 360-day year consisting of twelve 30-day months; (vi) payments on the Bonds will be made on the __ day of each month, commencing in ________ 199_; (vii) payments on the Mortgage Loans earn no reinvestment return; (viii) there are no additional ongoing expenses payable out of the Trust Estate other than the Servicing Fee, the Special Servicing Fee and the Trustee Fee; (ix) the respective Classes of Offered Bonds will be issued in the initial aggregate Bond Principal Amounts and will accrue interest at the Bond Interest Rates set forth in the table on the cover page hereof; (x) the Offered Bonds will be settled on __________, 199_ (the "Assumed Settlement Date"); and (xi) no Prepayment Premiums are collected on the Mortgage Loans.] The actual characteristics and performance of the Mortgage Loans will differ from the Modeling Assumptions used in calculating the table set forth below, which is hypothetical in nature and is provided only to give a general sense of how the principal cash flows might behave under the assumed prepayment and loss scenario. Any difference between such assumptions and the actual characteristics and performance of the Mortgage Loans, or actual prepayment or loss experience, will affect the percentages of initial aggregate Bond Principal Amounts outstanding over time and the weighted average lives of the respective Classes of Offered Bonds. Subject to the foregoing discussion and assumptions, the following table indicates the weighted average life of each Class of the Offered Bonds, and sets forth the percentages of the initial aggregate Bond Principal Amount of each such Class that would be outstanding after each of the Payment Dates shown.
Percent of Initial Aggregate Bond Principal Amounts Outstanding Date Class A-1A Class A-1B Class A-2 Class A-3 Class B-1 - ------------------------------- ---------- ---------- --------- --------- --------- Closing Date................... ___% ___% ___% ___% ___% __________________, 1998....... ___% ___% ___% ___% ___% __________________, 1999....... ___% ___% ___% ___% ___% __________________, 2000....... ___% ___% ___% ___% ___% __________________, 2001....... ___% ___% ___% ___% ___% __________________, 2002....... ___% ___% ___% ___% ___% __________________, 2003....... ___% ___% ___% ___% ___% __________________, 2004....... ___% ___% ___% ___% ___% __________________, 2005....... ___% ___% ___% ___% ___% __________________, 2006....... ___% ___% ___% ___% ___% __________________, 2007....... ___% ___% ___% ___% ___% __________________, 2008....... ___% ___% ___% ___% ___% __________________, 2009....... ___% ___% ___% ___% ___% __________________, 2010....... ___% ___% ___% ___% ___% __________________, 2011....... ___% ___% ___% ___% ___% __________________, 2012....... ___% ___% ___% ___% ___% __________________, 2013....... ___% ___% ___% ___% ___% __________________, 2014....... ___% ___% ___% ___% ___% __________________, 2015....... ___% ___% ___% ___% ___% __________________, 2016....... ___% ___% ___% ___% ___% __________________, 2017....... ___% ___% ___% ___% ___% Weighted Average Life (years)................ ___ ___ ___ ___ ___
For purposes of the foregoing table, the weighted average life of an Offered Bond is determined by (i) multiplying the amount of each principal payment thereon by the number of years from [the Assumed Settlement Date] to the related Payment Date, (ii) summing the results and (iii) dividing the sum by the aggregate amount of the reductions in the Bond Principal Amount of such Offered Bond. FEDERAL INCOME TAX CONSEQUENCES General Upon the issuance of the Offered Bonds, Cadwalader, Wickersham & Taft, special counsel to the Depositor, will deliver its opinion generally to the effect that, assuming compliance with all provisions of the Indenture and certain related documents, and based in part on the facts set forth in this Prospectus Supplement and additional information and representations, the Offered Bonds will be treated as indebtedness. See "Certain Federal Income Tax Consequences" in the Prospectus. Taxable mortgage pool ("TMP") rules enacted as part of the Tax Reform Act of 1986 treat certain arrangements in which debt obligations are secured or backed by real estate mortgage loans as taxable corporations. An entity (or a portion thereof) will be characterized as a TMP if (i) substantially all of its assets are debt obligations and more than 50 percent of such debt obligations consist of real estate mortgage loans or interests therein, (ii) the entity is the obligor under debt obligations with two or more maturities, and (iii) payments on the debt obligations referred to in (ii) bear a relationship to payments on the debt obligations referred to in (i). Furthermore, a group of assets held by an entity can be treated as a separate TMP if the assets are expected to produce significant cash flow that will support one or more of the entity's issues of debt obligations. It is anticipated that the Issuer will be characterized as a TMP for federal income tax purposes. In general, a TMP is treated as a "separate" corporation not includible with any other corporation in a consolidated income tax return, and is subject to corporate income taxation. However, it is anticipated that for federal income tax purposes one hundred percent of the Issuer will at all times be owned by a "qualified REIT subsidiary" (as defined in Section 856(i) of the Code) of ICCMIC, which is a "real estate investment trust" (a "REIT") (as defined in Section 856(a) of the Code). So long as the Issuer is so owned and ICCMIC and such owner qualify as a REIT and as a qualified REIT subsidiary, respectively, characterization of the Issuer as a TMP will result only in the shareholders of ICCMIC being required to include in income, as "excess inclusion" income, some or all of their allocable share of the Issuer's net income that would be "excess inclusion" income if the Issuer were treated as a "real estate mortgage investment conduit," within the meaning of Section 860D of the Code. Characterization of the Issuer as an owner trust (wholly-owned and therefore ignored for federal income tax purposes) or as itself a "qualified REIT subsidiary" would not result in entity-level, corporate income taxation with respect to the Issuer. In the event of ICCMIC's failure to continue to qualify as a REIT or the failure of the owner of the Issuer to continue to qualify as a "qualified REIT subsidiary" for federal income tax purposes, or for any other reason, the net income (after the deduction of interest and original issue discount, if any, on the Bonds) of the Issuer would be subject to corporate income tax, reducing cash flow of the Issuer available to make payments on the Bonds, and the Issuer would not be permitted to be included in a consolidated income tax return of another corporate entity. No assurance can be given with regard to the prospective qualification of the Issuer as either an owner trust or a "qualified REIT subsidiary" or of the Depositor as a "qualified REIT subsidiary" for federal income tax purposes. Status as Real Property Loans Offered Bonds held by a domestic building and loan association will not constitute "loans...secured by an interest in real property" within the meaning of Section 7701(a)(19)(C)(v) of the Code; Offered Bonds held by a real estate investment trust will not constitute "real estate assets" within the meaning of Section 856(c)(5)(A) of the Code and interest on Offered Bonds will not be considered "interest on obligations secured by mortgages on real property" within the meaning of Section 856(c)(3)(B) of the Code. In addition, the Offered Bonds will not be "qualified mortgages" within the meaning of Section 860G(a)(3) of the Code. Discount and Premium [For federal income tax reporting purposes, it is anticipated that the Offered Bonds will not be treated as having been issued with original issue discount. The prepayment assumption that will be used in determining the rate of accrual of market discount and premium, if any, for federal income tax purposes will be based on the assumption that subsequent to the date of any determination the Mortgage Loans will not prepay (that is, a CPR of 0%), and there will be no extensions of maturity for any Mortgage Loan. However, no representation is made that the Mortgage Loans will not prepay or that, if they do, they will prepay at any particular rate. See "Federal Income Tax Consequences--Taxation of Bonds--Original Issue Discount", "--Market Discount" and "--Acquisition Premium" in the Prospectus.] The Internal Revenue Service (the "IRS") has issued regulations (the "OID Regulations") under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Purchasers of the Offered Bonds should be aware that the OID Regulations and Section 1272(a)(6) of the Code do not adequately address certain issues relevant to, or are not applicable to, securities such as the Offered Bonds. Prospective purchasers of the Offered Bonds are advised to consult their tax advisors concerning the tax treatment of such Bonds. Certain Classes of the Offered Bonds may be treated for federal income tax purposes as having been issued at a premium. Whether any holder of such a Class of Bonds will be treated as holding a Bond with amortizable bond premium will depend on such Bondholder's purchase price and the payments remaining to be made on such Bond at the time of its acquisition by such Bondholder. Holders of such Classes of Bonds should consult their own tax advisors regarding the possibility of making an election to amortize such premium. See "Federal Income Tax Consequences--Taxation of Bonds--Acquisition Premium" in the Prospectus. Backup Withholding and Information Reporting Payments of interest and principal, as well as payments of proceeds from the sale of Offered Bonds, may be subject to the "backup withholding tax" under Section 3406 of the Code at a rate of 31% if recipients of such payments fail to furnish to the payor certain information, including their taxpayer identification numbers, or otherwise fail to establish an exemption from such tax. Any amounts deducted and withheld from a payment to a recipient would be allowed as a credit against such recipient's federal income tax. Furthermore, certain penalties may be imposed by the IRS on a recipient of payments that is required to supply information but that does not do so in the proper manner. The Trustee or the Administrator on behalf of the Issuer will report to Bondholders and to the IRS for each calendar year the amount of any "reportable payments" during such year and the amount of tax withheld, if any, with respect to payments on the Offered Bonds. CERTAIN ERISA CONSIDERATIONS The Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), impose certain restrictions on (a) employee benefit plans (as defined in Section 3(3) of ERISA), (b) plans described in Section 4975(e)(1) of the Code, including individual retirement accounts or Keogh plans, (c) any entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each of (a), (b) and (c), a "Plan") and (d) persons who have certain specified relationships to such Plans ("Parties in Interest" under ERISA and "Disqualified Persons" under the Code). Moreover, based on the reasoning of the United States Supreme Court in John Hancock Life Ins. Co. v. Harris Trust and Sav. Bank, 114 S. Ct. 517 (1993), (the "Harris Case") a life insurance company's general account may be deemed to include assets of the Plans investing in the general account (e.g., through the purchase of an annuity contract), and such insurance company might be treated as a Party in Interest with respect to a Plan by virtue of such investment. ERISA also imposes certain duties on persons who are fiduciaries of Plans subject to ERISA and prohibits certain transactions between a Plan and Parties in Interest or Disqualified Persons with respect to such Plans. The Depositor, the Trustee, ICCMIC, the Master Servicer and the Special Servicer may be the sponsor of our investment advisor with respect to one or more Plans. Because such parties may receive certain benefits in connection with the sale of Bonds, the purchase of the Bonds using Plan assets over which any of such parties has investment authority might be deemed to be a violation of the prohibited transaction rules of ERISA and the Code for which no exemption may be available. Accordingly, the Bonds should not be purchased using the assets of any Plan if any of the Depositor, the Trustee, ICCMIC, the Master Servicer and the Special Servicer has investment authority with respect to such assets. In addition, the Depositor or ICCMIC, because of their activities or the activities of their affiliates, may be deemed to be a Party in Interest or Disqualified Person with respect to certain Plans, including but not limited to Plans sponsored by such entities. If the Bonds are acquired by a Plan with respect to which a the Depositor, ICCMIC or an affiliate is a Party in Interest or Disqualified Person, such transaction could be deemed to be a direct or indirect extension of credit in violation of the prohibited transaction rules of ERISA and the Code unless such transaction were subject to one or more statutory or administrative exemptions such as Prohibited Transaction Class Exemption ("PTCE") 90-1, which exempts certain transactions involving insurance company pooled separate accounts; PTCE 95-60, which exempts certain transactions involving insurance company general accounts; PTCE 91-38, which exempts certain transactions involving bank collective investment funds; PTCE 84-14, which exempts certain transactions effected on behalf of a Plan by a "qualified professional asset manager"; or PTCE 96-23, which exempts certain transactions effected on behalf of a Plan by certain "in-house" asset managers. It should be noted, however, that even if the conditions specified in one or more of these exemptions are met, the scope of relief provided by these exemptions may not necessarily cover all acts that might be construed as prohibited transactions. Accordingly, prior to making an investment in the Bonds, a Plan investor must determine whether, and each fiduciary causing the Bonds to be purchased by, on behalf of or using the assets of a Plan that is subject to the prohibited transaction rules of Title I of ERISA or Section 4975 of the Code shall be deemed to have represented that, an exemption from the prohibited transaction rules applies such that the use of the assets of such Plan to purchase the Bonds does not and will not constitute a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code, which could be subject to a civil penalty assessed pursuant to Section 502 of ERISA or a tax imposed under Section 4975 of the Code. Under a regulation issued by the Department of Labor (the "Plan Asset Regulation"), if a Plan makes an "equity" investment in a corporation, partnership, trust or certain other entities, the underlying assets and properties of such entity will be deemed for purposes of ERISA to be assets of the investing Plan unless certain exceptions set forth in n the regulation apply. The Plan Asset Regulation defines an "equity interest" as any interest in an entity other than an instrument that is treated as indebtedness under applicable locals law and which has no substantial equity features. If the Bonds are treated as debt for purposes of the Plan Asset Regulation, the mortgages and the other assets of the Trust should not be deemed to be assets of an investing Plan. If, however, the Bonds were treated as "equity" for purposes of the Plan Asset Regulation, a Plan purchasing such Bonds could be treated as holding the Mortgage Loans and the other assets of the Issuer. Although there can be no assurances in this regard, it appears that the Bonds, which are denominated as debt, should be treated as debt and not as "equity interests" for purposes of the Plan Asset Regulation. It should be noted that the Small Business Job Protection Act of 1996 added new Section 401(c) of ERISA relating to the status of the assets of insurance company general accounts under ERISA and Section 4975 of the Code. Pursuant to Section 401(c), the Department of Labor is required to issue final regulations (the "General Account Regulations") not later than December 31, 1997 with respect to insurance policies issued on or before December 31, 1998 that are supported by an insurer's general account. On December 22, 1997, the Department of Labor issued proposed General Account Regulations (62 FR 66908 et seq.). The final General Account Regulations are to provide guidance on which assets held by the insurer constitute "plan assets" for purposes of the fiduciary responsibility provisions of ERISA and Section 4975 of the Code. Section 401(c) also provides that, except in the case of avoidance of the General Account Regulation and actions brought by the Secretary of labor relating to certain breaches of fiduciary duties that also constitute breaches of state of federal criminal law, until the date that is 18 months after the General Account Regulations become final, no liability under the fiduciary responsibility and prohibited transaction provisions of ERISA and Section 4975 may result on the basis of a claim that the assets of the general account of an insurance company constitute the plan assets of any such plan. (The plan asset status of insurance company separate accounts unaffected by new Section 401(c) of ERISA, and separate account assets continue to be treated as the plan assets of such Plan invested in a separate account.) Because of the breadth of the holding in the Harris Case, because the safe harbor of section 401(c) is terminable, and because of uncertainties with regard to the substance of the final General Account Regulations, insurance companies purchasing Bonds with assets of their general account will be regarded, for purposes of the deemed representation discussed in the immediately preceding paragraph, purchasing the Bonds with Plan assets. LEGAL INVESTMENT The Class ___, Class ___, Class ___, Class ___ and Class __ Bonds will be "mortgage related securities" within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended ("SMMEA") [for so long as they are rated in one of the two highest rating categories by at least one nationally recognized statistical rating organization]. The Class ___, Class ___ and Class ___ Bonds will not be "mortgage related securities" within the meaning of SMMEA. In addition, institutions whose investment activities are subject to review by certain regulatory authorities may be or may become subject to restrictions, which may be retroactively imposed by such regulatory authorities, on the investment by such institutions in certain forms of mortgage-backed securities. Furthermore, certain states have enacted legislation overriding the legal investment provisions of SMMEA. [Except as to the status of certain classes of Offered Bonds as "mortgage related securities", no] [No] representations as to the proper characterization of any class of Offered Bonds for legal investment, financial institution regulatory purposes, or other purposes, or as to the ability of particular investors to purchase any class of Offered Bonds under applicable legal investment restrictions. These uncertainties may adversely affect the liquidity of the Offered Bonds. Accordingly, all institutions whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities should consult with their own legal advisors in determining whether and to what extent the Offered Bonds constitute a legal investment or is subject to investment, capital or other restrictions. See "Legal Investment" in the Prospectus. METHOD OF DISTRIBUTION Subject to the terms and conditions set forth in an Underwriting Agreement dated _____________, 199_ (the "Underwriting Agreement") between the [Owner Trustee, on behalf of the Issuer,] and the Underwriter, the Underwriter has agreed to purchase and the [Issuer] has agreed to sell to the Underwriter each Class of the Offered Bonds. It is expected that delivery of the Offered Bonds will be made only in book-entry form through the Same Day Funds Settlement System of DTC on or about _____________, 199__, against payment therefor in immediately available funds. The Underwriting Agreement provides that the obligation of the Underwriter to pay for and accept delivery of the Offered Bonds is subject to, among other things, the receipt of certain legal opinions and to the conditions, among others, that no stop order suspending the effectiveness of the Depositor's Registration Statement shall be in effect, and that no proceedings for such purpose shall be pending before or threatened by the Commission. The distribution of the Offered Bonds by the Underwriter may be effected from time to time in one or more negotiated transactions, or otherwise, at varying prices to be determined at the time of sale. Proceeds to the [Issuer] from the sale of the Offered Bonds, before deducting expenses payable by the [Issuer], will be approximately ____% of the aggregate Bond Principal Amount of the Offered Bonds plus accrued interest thereon from the Accrual Date. The Underwriter may effect such transactions by selling the Offered Bonds to or through dealers, and such dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the Underwriter for whom they act as agent. In connection with the sale of the Offered Bonds, the Underwriter may be deemed to have received compensation from the [Issuer] in the form of underwriting compensation. The Underwriter and any dealers that participate with such Underwriter in the distribution of the Offered Bonds may be deemed to be underwriters and any profit on the resale of the Offered Bonds positioned by them may be deemed to be underwriting discounts and commissions under the Securities Act. The Underwriting Agreement provides that the [Issuer] will indemnify the Underwriter, and that under limited circumstances the Underwriter will indemnify the [Issuer], against certain civil liabilities under the Securities Act or contribute to payments required to be made in respect thereof. The [Issuer] has also been advised by the Underwriter that the Underwriter presently intends to make a market in the Offered Bonds; however, the Underwriter has no obligation to do so, any market making may be discontinued at any time and there can be no assurance that an active public market for the Offered Bonds will develop. See "Risk Factors--Limited Liquidity" herein and "Risk Factors--Limited Liquidity For Bonds" in the Prospectus. LEGAL MATTERS The validity of the Bonds and certain federal income tax matters will be passed upon for the Depositor by Cadwalader Wickersham & Taft. Certain legal matters relating to the Bonds will be passed upon for the Underwriter[s] by _____________. RATINGS It is a condition to the issuance of the Offered Bonds that the respective Classes thereof receive the following credit ratings from ____________________ ("______") and/or ________________ ("________"; and together with _______, the "Rating Agencies"): Class [Rating Agency] [Rating Agency] ---------- --------------- --------------- Class A-1 Class A-2 Class B Class C Class D The ratings on the Offered Bonds address the likelihood of the timely receipt by holders thereof of all payments of interest to which they are entitled on each Payment Date and the ultimate receipt by the holders thereof of all payments of principal to which they are entitled on or before their Stated Maturity. The ratings take into consideration the credit quality of the Mortgage Pool, structural and legal aspects associated with the Offered Bonds, and the extent to which the payment stream from the Mortgage Pool is adequate to make payments of principal and interest required under the Offered Bonds. The ratings on the respective Classes of Offered Bonds do not represent any assessment of (i) the likelihood or frequency of principal prepayments on the Mortgage Loans, (ii) the degree to which such prepayments might differ from those originally anticipated or (iii) whether and to what extent Prepayment Premiums will be received or that Yield Maintenance Amounts will be paid. Also a security rating does not represent any assessment of the yield to maturity that investors may experience. In general, the ratings address credit risk and not prepayment risk. There can be no assurance as to whether any rating agency not requested to rate the Offered Bonds will nonetheless issue a rating to any Class thereof and, if so, what such rating would be. A rating assigned to any Class of Offered Bonds by a rating agency that has not been requested by the Depositor to do so may be lower than the rating assigned thereto by either Rating Agency. The ratings on the Offered Bonds should be evaluated independently from similar ratings on other types of securities. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organization. Each security rating should be evaluated independently of any other security rating. INDEX OF PRINCIPAL DEFINITIONS A Accrued Bond Interest........................ Adjusted Collateral Value.................... Administration Agreement..................... Administration Fee........................... Administrator................................ ARM Loan..................................... Asset Strategy Report........................ Assumed Final Payment Date................... Assumed Scheduled Payment.................... Assumed Settlement Date...................... B Balloon Loans................................ Balloon Payment.............................. Bond Interest Rate........................... Bond Owner................................... Bond Registrar............................... Bondholders.................................. Bonds........................................ C CERCLA....................................... Class........................................ Class A Bonds................................ Closing Date................................. Code......................................... Collateral................................... Collateral Value Adjustment.................. Collateral Value Adjustment Capitalization Amount..................... Collection Account........................... Collection Period............................ Combined Servicing Mortgage Loans............ Compensating Interest Payment................ Conversion Price............................. Converted Mortgage Loan...................... Convertible Mortgage Loans................... Converting Mortgage Loan..................... Corporate Trust Office....................... Cut-off Date................................. Cut-off Date LTV Ratio....................... D Debt Service Coverage Ratio.................. Defaulted Mortgage Loan...................... Definitive Bond.............................. Deposit Trust Agreement...................... Depositor.................................... Determination Date........................... Directing Bondholder......................... DSCR......................................... DTC.......................................... DTC Participants............................. Due Date..................................... E ERISA........................................ ESA.......................................... Extension Advisor............................ F FIRREA....................................... Form 8-K..................................... G General Account Regulations.................. Gross Margin................................. H Harris Case.................................. Hybrid Rate Mortgage Loans................... I ICCMIC....................................... Indenture.................................... Index........................................ Initial Pool Balance......................... Interest Accrual Period...................... Interest Rate Adjustment Date................ IRS.......................................... Issuer....................................... Issuer's Equity.............................. Issuer Event of Default...................... L Lock-out Date................................ Lock-out Period.............................. Loss Mortgage Loan........................... M Maturity Date LTV Ratio...................... Modeling Assumptions......................... Monitoring Bondholder........................ Monthly Payments............................. Mortgage..................................... Mortgage Loan Purchase Agreement............. Mortgage Loan Seller......................... Mortgage Loans............................... Mortgage Note................................ Mortgage Pool................................ Mortgaged Properties......................... Mortgaged Property........................... Mortgagor.................................... N Net Aggregate Prepayment Interest Shortfall.. Net Operating Income......................... O Offered Bonds................................ OID Regulations.............................. Originator................................... Overcollateralization Amount................. Owner Trustee................................ Owner Trustee Fee............................ Ownership Certificates....................... P P&I Advance.................................. P&I Advances................................. Payment Adjustment Date...................... Payment Date................................. Plan......................................... Plan Asset Regulation........................ Prepayment Interest Excess................... Prepayment Interest Shortfall................ Prepayment Premium........................... Principal Payment Amount..................... Private Bonds................................ Prospectus................................... PTCE......................................... R Rating Agencies.............................. Realized Loss................................ Record Date.................................. REIT......................................... REMIC........................................ REO Property................................. Replacement Special Servicer................. Required Appraisal Date...................... S Scheduled Payment............................ Securities Act............................... Senior Bonds................................. Servicer..................................... Servicing Agreement.......................... Servicing Fee................................ Servicing Fee Rate........................... Servicing Transfer Event..................... SMMEA........................................ Special Servicer Report...................... Specially Serviced Mortgage Loan............. Stated Principal Balance..................... Subordinate Bonds............................ T TMP.......................................... Trust Estate................................. Trustee...................................... Trustee Fee.................................. Trustee Fee Rate............................. Trustee Report............................... U Underwriter.................................. Underwriting Agreement....................... V Voting Rights................................ Y Yield Maintenance Amount..................... =============================================================================== No dealer, salesman or other person has been authorized to give any information or to make any representations not contained in this Prospectus Supplement and the Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or by the Underwriter. This Prospectus Supplement and the Prospectus do not constitute an offer to sell, or a solicitation of an offer to buy, the securities offered hereby to anyone in any jurisdiction in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make any such offer or solicitation. Neither the delivery of this Prospectus Supplement and the Prospectus nor any sale made hereunder shall, under any circumstances, create an implication that information herein or therein is correct as of any time since the date of this Prospectus Supplement or the Prospectus. ---------- TABLE OF CONTENTS Prospectus Supplement............................... Summary of Prospectus Supplement........................ Risk Factors............................................ Description Of The Mortgage Pool........................ Servicing Of The Mortgage Loans......................... Description of the Bonds................................ The Issuer.............................................. The Owner Trustee....................................... The Administrator....................................... Yield and Maturity Considerations....................... Federal Income Tax Consequences......................... Certain ERISA Considerations............................ Legal Investment........................................ Method of Distribution.................................. Legal Matters........................................... Ratings................................................. Index of Principal Definitions.......................... Prospectus Prospectus Supplement................................... Available Information................................... Incorporation of Certain Documents By Reference......... Summary of Prospectus................................... Risk Factors............................................ Description of the Trust Funds.......................... Use of Proceeds......................................... Yield Considerations.................................... The Depositor........................................... Description of the Bonds................................ Description of the Agreements........................... Description of Credit Support........................... Certain Legal Aspects of the Mortgage Loans and Leases.. Certain Federal Income Tax Consequences................. State Tax Considerations................................ ERISA Considerations.................................... Legal Investment........................................ Plan of Distribution.................................... Legal Matters........................................... Financial Information................................... Ratings................................................. Index of Principal Definitions.......................... ================================================================================ $ (Approximate) ICCMAC COMMERCIAL TRUST [__] (Issuer) Collateralized Mortgage Bonds Series 199_-_ Class A-1, Class A-2, Class B, Class C, and Class D ___________________________________ PROSPECTUS SUPPLEMENT ___________________________________ [UNDERWRITER] Dated __________, 199_ PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution.*+ The following table sets forth the estimated expenses in connection with the issuance and distribution of the Bonds, other than underwriting discounts and commissions: SEC Registration Fee............................................. $295 Printing and Engraving Fees......................................... + Legal Fees and Expenses............................................. + Accounting Fees and Expenses........................................ + Trustee Fees and Expenses........................................... + Rating Agency Fees.................................................. + Miscellaneous....................................................... + Total................................................... $295 ==== - -------------------- * All amounts except the SEC Registration Fee are estimates of expenses incurred or to be incurred in connection with the issuance and distribution of Bonds in an aggregate principal amount assumed for these purposes to be equal to $1,000,000 of Bonds registered hereby. + To be provided by amendment. Item 15. Indemnification of Directors and Officers. Under the proposed form of Underwriting Agreement, the Underwriter is obligated under certain circumstances to indemnify officers and directors of Imperial Credit Commercial Mortgage Acceptance Corp. (the "Company") who sign the Registration Statement, and certain controlling persons of the Company, against certain liabilities, including liabilities under the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended. The Company's Certificate of Incorporation provides for indemnification of directors and officers of the Company to the full extent permitted by California law. Section 317 of the California General Corporation Law provides, in substance, that California corporations shall have the power, under specified circumstances, to indemnify their directors, officers, employees and agents in connection with actions, suits or proceedings brought against them by a third party or in the right of the corporation, by reason of the fact that they are or were such directors, officers, employees or agents, against expenses incurred in any such action, suit or proceeding. The California General Corporation Law also provides that the Registrant may purchase insurance on behalf of any such director, officer, employee or agent. The Indenture will provide that no director, officer, employee or agent of the Company will be liable to the Issuer or the Bondholders for any action taken or for refraining from the taking of any action pursuant to the Indenture, except for such person's own misfeasance, bad faith or gross negligence in the performance of duties. The Indenture will provide further that, with the exceptions stated above, any director, officer, employee or agent of the Company will be indemnified and held harmless by the Issuer against any loss, liability or expense incurred in connection with any legal action relating to the Indenture or the Bonds, other than any loss, liability or expense (i) related to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to the Indenture), (ii) incurred in connection with any violation by him or her of any state or federal securities law or (iii) imposed by any taxing authority if such loss, liability or expense is not specifically reimbursable pursuant to the terms of the Indenture. Item 16. Exhibits. 1.1 Form of Underwriting Agreement 3.1 Articles of Incorporation of the Company 3.2 By-laws of the Company 4.1 Form of Indenture 4.2 Form of Servicing Agreement 4.3 Form of Deposit Trust Agreement 4.4 Form of Administration Agreement 5.1 Opinion of Cadwalader, Wickersham & Taft 8.1 Opinion of Cadwalader, Wickersham & Taft as to certain tax matters (included in Exhibit 5.1) 23.1 Consent of Cadwalader, Wickersham & Taft (included in Exhibits 5.1 and 8.1) 24.1 Powers of Attorney (included on page II-3 of the Registration Statement) Item 17. Undertakings. A. Undertaking in respect of indemnification. Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted against the Registrant by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. B. Other Undertakings. The Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Act; (ii) to reflect in the Prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change of such information in the Registration Statement; (2) That, for the purpose of determining any liability under the Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and (4) That, for purposes of determining any liability under the Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities and Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Imperial Credit Commercial Mortgage Acceptance Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3, reasonably believes that the security rating requirement contained in Transaction Requirement B.5 of Form S-3 will be met by the time of the sale of the securities registered hereunder, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 12th day of August, 1998. IMPERIAL CREDIT COMMERCIAL MORTGAGE ACCEPTANCE CORP. By: /s/ Mark S. Karlan ------------------------- Mark S. Karlan President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that Mark S. Karlan, Kevin E. Villani, H. Wayne Snavely and Norbert M. Seifert each whose signature appears below constitutes and appoints Mark S. Karlan, Kevin E. Villani, H. Wayne Snavely and Michael Meltzer, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post- effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on August 12, 1998. Signature Title /s/ Mark S. Karlan Director and Chief Executive Officer - ------------------------- Mark S. Karlan /s/ Kevin E. Villani Director - ------------------------- Kevin E. Villani /s/ H. Wayne Snavely Director - ------------------------- H. Wayne Snavely /s/ Michael Meltzer Chief Financial Officer - ------------------------- and Chief Accounting Officer Michael Meltzer EXHIBIT INDEX Exhibit Description Page - ------- ----------- ---- 1.1 Form of Underwriting Agreement 3.1 Certificate of Incorporation of the Company 3.2 By-laws of the Company 4.1 Form of Indenture 4.2 Form of Servicing Agreement 4.3 Form of Deposit Trust Agreement 4.4 Form of Administration Agreement 5.1 Opinion of Cadwalader, Wickersham & Taft 8.1 Opinion of Cadwalader, Wickersham & Taft as to certain tax matters (included in Exhibit 5.1) 23.1 Consent of Cadwalader, Wickersham & Taft (included in Exhibits 5.1 and 8.1) 24.1 Powers of Attorney (included on page II-3 of the Registration Statement) EX-1.1 2 FORM OF UNDERWRITING AGREEMENT IMPERIAL CREDIT COMMERCIAL MORTGAGE ACCEPTANCE CORP. $ __________ (Approximate) Collateralized Mortgage Bonds Series 199_-__ UNDERWRITING AGREEMENT New York, New York _________ __, 199_ [Name and Address of Underwriters] Dear Sirs: Imperial Credit Commercial Mortgage Acceptance Corp., a California corporation (the "Company"), proposes to cause ICCMAC Commercial Trust [______], a limited purpose [Delaware] business trust (the "Trust"), to issue and sell to ____________________, as representative of the underwriters named in Schedule I hereto (the "Underwriters"), approximately $_______________ aggregate principal amount of Collateralized Mortgage Bonds, Series 199_-_ (the "Bonds"). The Bonds will be issued by the Trust to be formed pursuant to a trust agreement (the "Trust Agreement") to be entered into between the Company and ____________________, as trustee (the "Owner Trustee"). The Bonds will be issued and secured pursuant to an indenture to be dated as of the Cut-off Date (the "Indenture") between the Trust and _________________________________, as indenture trustee (the "Indenture Trustee"). The beneficial ownership interest in the Trust will be represented by certificates (the "Trust Certificates") [which will be transferred by the Company to ______________ ("_____________"), a limited purpose wholly-owned subsidiary of ____________________________ ("___________________")]. The Bonds will be secured by a pledge of collateral (the "Collateral") which consists primarily of a segregated pool (the "Mortgage Pool") of approximately ___ [describe general characteristics of Mortgage Loans] mortgage loans (the "Mortgage Loans") and related property. The Mortgage Loans will be serviced pursuant to a servicing agreement, dated as of __________, 199_ (the "Servicing Agreement") by and among the Issuer, the Trustee, ______________, as master servicer (the "Master Servicer") and ____________ as special servicer (the "Special Servicer"). The Company will acquire all the Mortgage Loans from _______________________ pursuant to a mortgage loan purchase agreement between the Company and _______________ (the "Mortgage Loan Purchase Agreement"). Certain administrative functions with respect to the Trust will be performed on behalf of the Trust by ________________, as administrator (the "Administrator"), pursuant to an administration agreement (the "Administration Agreement") between the Trust and the Administrator. The Bonds are described more fully in Schedule I hereto and in the Prospectus (as defined below). The Mortgage Loans will be of the type described and will have the aggregate principal balance set forth in Schedule I. The Bonds will consist of the Class A-1, Class A-2, Class B, Class C, Class D, Class E and Class F Bonds and will be issued in the denominations specified in Schedule I. This Agreement, the Trust Agreement, the Indenture, the Servicing Agreement, the Mortgage Loan Purchase Agreement and the Administration Agreement, are collectively referred to herein as the "Basic Agreements." Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Indenture. 1. Representations and Warranties. The Company represents and warrants to, and agrees with, each Underwriter that: (a) The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (the file numbers of which are set forth in Schedule I hereto) for the registration of the Offered Bonds, among other collateralized mortgage bonds, under the Securities Act of 1933, as amended (the "1933 Act"), which registration statement has become effective and copies of which have heretofore been delivered to you. Such registration statement, as amended at the date hereof, meets the requirements set forth in Rule 415(a)(1)(x) under the 1933 Act and complies in all other material respects with the 1933 Act and the rules and regulations thereunder. The Company proposes to file with the Commission pursuant to Rule 424 under the 1933 Act a supplement to the form of prospectus included in such registration statement relating to the Offered Bonds and the plan of distribution thereof and has previously advised you of all further information (financial and other) with respect to the Offered Bonds and the Mortgage Pool to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date hereof, and all documents incorporated by reference from time to time pursuant to Item 12 of Form S-3 under the 1933 that were filed under the Securities Exchange Act of 1934, as amended (the "1934 Act"), on or before the effective date of such registration statement, each as amended at the date hereof, but excluding Form T-1, is hereinafter called the "Registration Statement"; the prospectus included in the Registration Statement, after the Registration Statement, as amended, became effective, or as subsequently filed with the Commission pursuant to Rule 424 under the 1933 Act, is hereinafter called the "Basic Prospectus"; such form of prospectus supplemented by the supplement to the form of prospectus relating to the Offered Bonds, in the form in which it shall be first filed with the Commission pursuant to Rule 424 (including the Basic Prospectus as so supplemented) is hereinafter called the "Final Prospectus." Any preliminary form of the Final Prospectus that has heretofore been filed pursuant to Rule 424 or, prior to the effective date of the Registration Statement, pursuant to Rule 402(a) or Rule 424(a) is hereinafter called a "Preliminary Final Prospectus." (b) (i) The Registration Statement, as of its effective date or the effective date of any post-effective amendment thereto filed prior to the Closing Date, and the Final Prospectus, as of the date that it is first filed pursuant to Rule 424 under the 1933 Act or, as amended or supplemented, as of the date such amendment or supplement is filed pursuant to Rule 424 under the 1933 Act, complied or will comply, as applicable, in all material respects with the applicable requirements of the 1933 Act, the 1934 Act and the Trust Indenture Act of 1934, as amended (the "Trust Indenture Act"), as applicable, and the rules and regulations thereunder, (ii) the Registration Statement as of its effective date and as of the date of this Agreement, and, as amended by any such post-effective amendment, as of the effective date of such amendment, did not and will not contain any untrue statement of a material fact and did not omit and will not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) the Final Prospectus as of its issue date and as of the Closing Date, or as amended or supplemented, as of the issue date of such amendment or supplement and as of the Closing Date, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Final Prospectus or any amendment thereof or supplement thereto in reliance upon and in conformity with the information furnished in writing to the Company by or on behalf of any Underwriter specifically for use in connection with the preparation of the Registration Statement and the Final Prospectus. (c) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of ________________ with full power and authority (corporate and other) to own its properties and conduct its business, as now conducted by it, and to enter into and perform its obligations under this Agreement, the Purchase Agreement and the Indenture; and the Company has received no notice of proceedings relating to the revocation or modification of any license, certificate, authority or permit applicable to its owning such properties or conducting such business which singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the conduct of the business, operations, financial condition or income of the Company. (d) When the Final Prospectus is first filed pursuant to Rule 424 under the 1933 Act, when, prior to the Closing Date (as hereinafter defined), any amendment to the Registration Statement becomes effective, when any supplement to the Final Prospectus is filed with the Commission, and at the Closing Date, there has not and will not have been (i) any request by the Commission for any further amendment of the Registration Statement or the Final Prospectus or for any additional information, (ii) any issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose or (iii) any notification with respect to the suspension of the qualification of the Offered Bonds for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. (e) This each of the Basic Agreements to which the Company is a party have been, or will be, when executed and delivered as contemplated hereby and thereby will have been, duly authorized, executed and delivered by the Company, and each constitutes, or will constitute when so executed and delivered, a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors, (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law and (iii) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement that purport to provide indemnification from securities law liabilities. (f) The Offered Bonds and the Basic Agreements will each conform in all material respects to the descriptions thereof contained in the Final Prospectus, and the Offered Bonds, when duly and validly authorized, executed, authenticated and delivered in accordance with the Indenture and paid for by the Underwriters as provided herein, will be duly and validly issued and will constitute legal, valid and binding obligations of the Trust enforceable against the Trust in accordance with their terms except as enforceability may be limited by (i) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors and (ii) general principles of equity, whether enforcement is sought in a proceeding in equity or at law, and will be entitled to the benefits of the Indenture. The Indenture has been duly authorized and duly qualified under the Trust Indenture Act. (g) The Trust Certificates represent undivided ownership interests in the Trust created by the Trust Agreement. The Trust Certificates have been duly authorized, and each of the Trust Certificates, when validly authenticated and delivered in accordance with the Trust Agreement will be duly and validly issued, fully paid and non-assessable and will be entitled to the benefits of the Trust Agreement. (h) Neither the issuance of the Bonds, nor the execution and delivery by the Company of each of the Basic Agreements to which it is a party, nor the consummation by the Company of any of the transactions herein or therein contemplated, nor compliance by the Company with the provisions hereof or thereof, will conflict with or result in a breach of any term or provision of the certificate of incorporation or by-laws of the Company or conflict with, result in a breach, violation or acceleration of or constitute a default under, the terms of any indenture or other agreement or instrument to which the Company is a party or by which it is bound, or any statute, order or regulation applicable to the Company of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Company, which, in any such case, would materially and adversely affect the ability of the Company to perform its obligations under the Basic Agreements. The Company is not a party to, bound by or in breach or violation of any indenture or other agreement or instrument, or subject to or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it, which materially and adversely affects, or is reasonably likely in the future to materially and adversely affect, the ability of the Company to perform its obligations under the Basic Agreements. (i) There are no actions or proceedings against, or investigations of, the Company pending, or, to the knowledge of the Company, threatened, before any court, administrative agency or other tribunal (i) asserting the invalidity of the Basic Agreements or the Bonds, (ii) seeking to prevent the issuance of the Bonds or the consummation of any of the transactions contemplated by the Basic Agreements, (iii) that might materially and adversely affect the performance by the Company of its obligations under, or the validity or enforceability of, the Basic Agreements or the Offered Bonds or (iv) seeking to affect adversely the federal income tax attributes of the Bonds as described in the Final Prospectus. (j) Neither the Company nor the Trust is, and after giving effect to the issuance of the Trust Certificates or the offering and sale of the Bonds, will be required to be registered as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). (k) The Trust Agreement is not required to be qualified under the Trust Indenture Act. (l) As of the Closing Date, the Mortgage Loans will have been duly and validly assigned and delivered to the Trustee, and the Indenture Trustee will have acquired a valid and perfected, first priority security interest therein and in the assets of the Trust, subject to no prior lien, mortgage, security interest, pledge, adverse claim, charge or other encumbrance. (m) As of the Closing Date, the Company's representations and warranties in the Basic Agreements to which it is a party will be true and correct in all material respects. (n) Any taxes, fees and other governmental charges in connection with the execution, delivery and issuance of the Basic Agreements, the Trust Certificates and the Bonds have been or will be paid at or prior to the Closing Date. (o) The Company possesses all material licenses, certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by it and as described in the Prospectus, and the Company has received no notice of proceedings relating to the revocation or modification of any such license, certificate, authority or permit which singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect the conduct of the business, operations, financial condition or income of the Company. 2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the applicable purchase price set forth in Schedule I hereto, the respective portions of the Offered Bonds set forth opposite such Underwriter's name in Schedule II hereto. 3. Delivery and Payment. Delivery of and payment for the Offered Bonds shall be made in the manner, on the date and at the time specified in Schedule I hereto (or such later date not later than seven business days after such specified date as the Underwriters shall designate), which date and time may be postponed by agreement between the Underwriters and the Company or as provided in Section 8 hereof (such date and time of delivery and payment for the Offered Bonds being herein called the "Closing Date"). Delivery of the Offered Bonds, as set forth on Schedule I hereto, shall be made to the Underwriters for their respective accounts against payment by wire transfer of immediately available funds by the several Underwriters of the applicable purchase price. Unless delivery is made through the facilities of The Depository Trust Company, the Offered Bonds shall be registered in such names and in such authorized denominations as the Underwriters may request not less than 3 full business days in advance of the Closing Date. The Company agrees to have the Offered Bonds available for inspection, checking and packaging by the Underwriters in New York, New York, not later than 1:00 P.M. on the business day prior to the Closing Date. 4. Offering by Underwriters. (a) It is understood that the several Underwriters propose to offer the Offered Bonds for sale to the public as set forth in the Final Prospectus. [(b) Each Underwriter agrees that any Class __ or Class __ Bonds sold by it in the State of New York will be sold solely to institutional "accredited investors" within the meaning of Rule 501(a)(1), (2) and (3) of Regulation D under the 1933 Act in order to ensure compliance with the exemption from Section 352-e of the Real Estate Syndicate Act of New York.] 5. Agreements. The Company agrees with the several Underwriters that: (a) The Company will not file, on or prior to the Closing Date, any amendment to the Registration Statement or file any supplement to (including the supplement relating to the Offered Bonds included in the Final Prospectus) the Basic Prospectus unless the Company has furnished to you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Company will cause the Final Prospectus to be transmitted to the Commission for filing pursuant to Rule 424 under the 1933 Act. The Company will promptly advise the Underwriters (i) when the Final Prospectus shall have been filed or transmitted to the Commission for filing pursuant to Rule 424, (ii) when any amendment to the Registration Statement shall have become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Offered Bonds for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any time when a prospectus relating to the Offered Bonds is required to be delivered under the 1933 Act, any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend or supplement the Final Prospectus to comply with the 1933 Act or the rules and regulations thereunder, the Company will promptly prepare and file with the Commission, subject to paragraph (a) of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment of the Registration Statement, will use its reasonable best efforts to cause such amendment of the Registration Statement to be made effective as soon as possible. (c) The Company will (i) furnish to the Underwriters and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and each amendment thereto that shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by an Underwriter or dealer in connection with the Offered Bonds may be required by the 1933 Act, as many copies of any Preliminary Final Prospectus and the Final Prospectus and any amendments thereof and supplements thereto as the Underwriters may reasonably request, and (ii) file promptly all reports and any information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act, subsequent to the date of the Final Prospectus and for so long as the delivery of a prospectus by an Underwriter or dealer in connection with the Offered Bonds may be required under the 1933 Act. The Company will file with the Commission within 15 days of the issuance of the Offered Bonds a report on Form 8-K (the "8-K") setting forth specific information concerning the Offered Bonds and the Mortgage Pool to the extent that such information is not set forth in the Final Prospectus. (d) The Company agrees that, so long as the Offered Bonds shall be outstanding, it will make available to the Underwriters the annual statement as to compliance delivered to the Trustee pursuant to Section 3.12 of the Indenture, as soon as such statements are furnished to the Company. The Servicing Agreement will provide that the Master Servicer and the Special Servicer furnish to the Underwriters all reports compiled by either of them pursuant to the Servicing Agreement under the same terms and conditions applicable to holders of the Offered Bonds. (e) The Company will furnish such information, execute such instruments and take such action, if any, as may be required to qualify the Offered Bonds for sale under the laws of such jurisdictions as the Underwriters may designate and will maintain such qualifications in effect so long as required for the distribution of the Offered Bonds; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (f) The Company will pay, to the extent not paid by the Mortgage Loan Sellers pursuant to the Purchase Agreements, all costs and expenses in connection with the transactions herein contemplated, including, but not limited to: (i) the fees and disbursements of its counsel; (ii) the costs and expenses of printing (or otherwise reproducing) and delivering the Indenture and the Offered Bonds; (iii) accounting fees and disbursements (except as set forth in Section 9(f)); (iv) the costs and expenses in connection with the qualification or exemption of the Offered Bonds under state securities or blue sky laws not to exceed $______, including filing fees and reasonable fees and disbursements of counsel in connection with the preparation of any blue sky survey and in connection with any determination of the eligibility of the Offered Bonds for investment by institutional investors and the preparation of any legal investment survey; (v) the expenses of printing any such blue sky survey and legal investment survey; (vi) the costs and expenses in connection with the preparation, printing and filing of the Registration Statement (including exhibits thereto), the Basic Prospectus, the Preliminary Final Prospectus and the Final Prospectus, the preparation and printing of this Agreement and the furnishing to the Underwriters of such copies of each Preliminary Final Prospectus and Final Prospectus as the Underwriters may reasonably request and (vii) the fees of each Rating Agency (as defined herein). The Underwriters shall be responsible for paying all costs and expenses incurred by them in connection with the offering of the Offered Bonds. 6. Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Offered Bonds shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the date hereof, as of the date of the effectiveness of any amendment to the Registration Statement filed after the date hereof and prior to the Closing Date and as of the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) No stop order suspending the effectiveness of the Registration Statement, as amended from time to time, shall have been issued and not withdrawn and no proceedings for that purpose shall have been instituted or threatened; and the Final Prospectus shall have been filed or transmitted for filing with the Commission in accordance with Rule 424 under the 1933 Act. (b) The Company shall have delivered to you a certificate of the Company, signed by the Chairman, the President, a vice president or an assistant vice president of the Company and dated the Closing Date, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Final Prospectus and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date; (ii) the Company has, in all material respects, complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date; (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened and (iv) nothing has come to the attention of such officer that would lead such officer to believe that the Final Prospectus contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) The Underwriters shall have received from Cadwalader, Wickersham & Taft, special counsel for the Company, a favorable opinion, dated the Closing Date and satisfactory in form and substance to counsel for the Underwriters, to the effect that: (i) The Company is a corporation in good standing under the laws of the State of Delaware with corporate power to enter into and perform its obligations under each of the Basic Agreements; (ii) The Registration Statement and any amendments thereto have become effective under the 1933 Act; to the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement, as amended, has been issued, and not withdrawn, no proceedings for that purpose have been instituted or threatened, and not terminated, and the Registration Statement, the Final Prospectus and each amendment thereof or supplement thereto as of their respective effective or issue dates complied as to form in all material respects with the applicable requirements of the 1933 Act and the rules and regulations thereunder; and such counsel does not believe that the Registration Statement (which, for purposes of this clause, shall not be deemed to include any exhibits thereto or any documents or other information incorporated therein by reference), or any amendment thereof, at the time it became effective and at the date of this Agreement, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Final Prospectus as of its issue date and as of the Closing Date, or as amended or supplemented, as of the issue date of such amendment or supplement and as of the Closing Date, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iii) Each of the Basic Agreements to which the Company is a party have been duly authorized, executed and delivered by the Company and each such agreement constitutes a valid, legal and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or other similar laws affecting the enforcement of the rights of creditors, (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law and (C) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of such agreements that purport to provide indemnification or contribution from securities law liabilities; (iv) The Offered Bonds, when duly and validly executed, authenticated and delivered in accordance with the Indenture and paid for by the Underwriters as provided herein, will be entitled to the benefits of the Indenture; (v) The statements in the Basic Prospectus and the Final Prospectus, as the case may be, under the headings "Certain Federal Income Tax Consequences" and "ERISA Considerations," to the extent that they constitute matters of federal law or legal conclusions with respect thereto, are correct in all material respects; (vi) No consent, approval, authorization or order of any New York or federal court or governmental agency or body is required for the consummation by the Company of the transactions contemplated herein, except (i) such as have been or will have been obtained under the 1933 Act and the Trust Indenture Act prior to the Closing Date in connection with the offer, sale, purchase and distribution of the Bonds by the Underwriters, (ii) such as may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Offered Bonds by the Underwriters, and (iii) any recordation of the assignment of the Mortgage Loans to the Trustee pursuant to the Indenture that have not yet been completed and such other approvals as have been obtained; (vii) Neither the Company, nor the Trust is, and, after giving effect to the offering and sale of the Bonds, will be, an "investment company" or an entity "controlled" by an "investment company," as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act") that is registered or is required to be registered under the 1940 Act; (viii) The Trust Agreement is not required to be qualified under the Trust Indenture Act; (ix) As of the Closing Date, the Mortgage Loans will have been duly and validly pledged and delivered to the Trustee, and the Trustee will have acquired a valid and perfected, first priority security interest therein and in the assets of the Trust including the proceeds thereof; and (x) Neither the issuance and sale or transfer of the Bonds, nor the consummation of any other of the transactions herein contemplated nor the fulfillment of the terms hereof or of the Purchase Agreements or the Indenture will conflict with or result in a breach or violation of any term or provision of, or constitute a default (or an event which with the passing of time or notification, or both, would constitute a default) under, the certificate of incorporation or by-laws of the Company, or, to the knowledge of such counsel, any indenture or other agreement or instrument to which the Company is a party or by which it is bound, or any New York or federal statute or regulation applicable to the Company or, to the knowledge of such counsel, any order of any New York or federal court, regulatory body, administrative agency or governmental body having jurisdiction over the Company. Such opinion may (x) express its reliance as to factual matters on the representations and warranties made by, and on certificates or other documents furnished by officers of, the parties to this Agreement, the Purchase Agreements and the Indenture, (y) assume the due authorization, execution and delivery of the instruments and documents referred to therein by the parties thereto other than the Company and (z) be qualified as an opinion only on the federal laws of the United States of America and the laws of the State of New York. Additionally, if so rendered, Cadwalader, Wickersham & Taft may rely on the opinion of in-house counsel for the Company as to matters relating to the Company. (d) The Underwriters shall have received from ____________________ and ____________________ (the "Accountants"), certified public accountants, one or more letters, dated the date hereof and satisfactory in form and substance to the Underwriters and counsel for the Underwriters. (e) The Bonds have been given the rating, if any, set forth in Schedule I hereto by ____________________ and ____________________ ("_____" and, together with _____, the "Rating Agencies"). (f) The Underwriters shall have received from counsel for the Underwriters, dated the Closing Date, an opinion in form and substance satisfactory to the Underwriters. (g) The Underwriters shall have received from counsel for the Trustee, a favorable opinion, dated the Closing Date, and in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (h) The Underwriters shall have received from counsel for each Mortgage Loan Seller, a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (i) The Underwriters shall have received from counsel for each of the Master Servicer and Special Servicer, a favorable opinion, dated the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (j) The Underwriters shall have received copies of any opinions of counsel to the Company, each Mortgage Loan Seller or the Master Servicer supplied to the Rating Agencies or the Trustee relating to certain matters with respect to the Offered Bonds, the Mortgage Loan Sellers and the Mortgage Loans. Any such opinions shall be dated the Closing Date and addressed to the Underwriters or accompanied by the reliance letters to the Underwriters or shall state that the Underwriters may rely upon them. (k) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to the Underwriters and counsel for the Underwriters, and the Underwriters and counsel for the Underwriters shall have received such information, certificates and documents as they may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement, if the Company is in breach of any covenants or agreements contained herein or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to the Underwriters and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Underwriters. Notice of such cancellation shall be given to the Company in writing, or by telephone or telegraph confirmed in writing. 7. Indemnification and Contribution. The Company and the several Underwriters agree that: (a) The Company will indemnify and hold harmless each Underwriter, and each person who controls any Underwriter within the meaning of either the 1933 Act or the 1934 Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the 1933 Act, the 1934 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any amendment thereof, or in the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein (a) in reliance upon and in conformity with written information furnished to the Company as herein stated by or on behalf of any Underwriter specifically for use in connection with the preparation thereof or (b) arising out of or based upon the failure of any Underwriter to comply with any provision of Section 9 hereof; provided, further, however, that with respect to any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement or in any amendment thereof, or in the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, the indemnity contained in this subsection (a) shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased the Offered Bonds (or to the benefit of any person controlling such Underwriter), to the extent that any such loss, claim, damage or liability of such Underwriter or controlling person results from the fact that a copy of the Basic Prospectus or the Final Prospectus correcting such misstatement or omission and previously delivered to such Underwriter was not sent or given to such person at or prior to the written confirmation of the sale of such Offered Bonds to such person or from the fact that any amendment of or supplement to the registration statement for the registration of the Offered Bonds, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus correcting such misstatement or omission and delivered to the Underwriters at least 24 hours prior to the Closing Date was not sent or given to such person prior to the settlement of the sale of the Offered Bonds to such person (unless the Company shall have agreed that such amendment or supplement need not be so sent or given). This indemnity agreement will be in addition to any liability which the Company may otherwise have; provided, however, that the Company shall not be liable to any Underwriter for losses of anticipated profits from the transactions covered by this Agreement. (b) Each Underwriter severally will indemnify and hold harmless the Company, each of its directors, each of its officers who signs the Registration Statement, and each person, if any, who controls the Company within the meaning of either the 1933 Act or the 1934 Act, against any and all losses, claims, damages or liabilities, joint or several, to which the Company or any of them may become subject under the 1933 Act, the 1934 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or in any amendment thereof, or in the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) the failure of such Underwriter to comply with any provision of Section 9 hereof, and each Underwriter agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action, but, in the case of clause (i) above, only with reference to written information furnished to the Company by or on behalf of such Underwriter specifically for use in the Registration Statement, or in any revision or amendment thereof, or supplement thereto, or in the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, and, in the case of clause (ii) above, only the Underwriter who failed to comply with Section 9 hereof shall have the foregoing obligations for such failure. This indemnity agreement will be in addition to any liability that any Underwriter may otherwise have. The Company and each Underwriter acknowledges and agrees that for all purposes of this Agreement the statements set forth in the first, third and fourth sentences of the second to last paragraph of the cover page of the Final Prospectus, the second sentence of the third paragraph after the footnotes on page S-__ of the Final Prospectus and the first paragraph, the first sentence of the third paragraph and the second sentence of the seventh paragraph commencing on page S-__ under the heading "Method of Distribution" in the Final Prospectus, together with the Underwriter Information (as defined in Section 9) constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred to in the foregoing indemnities, and each Underwriter confirms that such statements are or will be, at the time made, correct. (c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party (x) hereunder unless such failure to notify prejudices the position of the indemnifying party or results in the loss of one or more defenses to the related cause of action or (y) otherwise than under this Section 7. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party or parties shall have reasonably concluded that there may be legal defenses available to it or them and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel (and one local counsel, if it deems so necessary) to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action and approval by any indemnified party of counsel, the indemnifying party will not be liable to such indemnified party for expenses incurred by the indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel and one local counsel, approved by the Underwriters in the case of subsection (a), representing the indemnified parties under subsection (a) who are parties to such action), (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party; and except that, if clause (i) or (iii) is applicable, such liability shall be only in respect of the counsel referred to in such clause (i) or (iii). The indemnifying party shall not be liable for any settlement of any action effected without its prior written consent, which consent shall not be unreasonably withheld, but if settled with such consent, the indemnifying party shall indemnify the indemnified party from and against any indemnifiable losses, claims, damages and liabilities by reason of such settlement. No indemnifying party who has elected to assume the defense of such action shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action. (d) If the indemnification provided for in this Section 7 shall for any reason be unavailable in accordance with its terms to an indemnified party under this Section 7, then the Company and each Underwriter, to the extent of underwriting discounts and commissions received by it, shall individually contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above, in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the one hand and each Underwriter on the other from the offering of the Offered Bonds (taking into account the portion of the proceeds of the offering realized by each party) and (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above, but also to reflect the relative fault of the Company on the one hand and each Underwriter on the other in connection with the statement or omission or failure to comply that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations (taking into account the parties' relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission or failure to comply, and any other equitable consideration appropriate under the circumstances). The relative benefits received by the Company on the one hand and each Underwriter on the other shall be in such proportion as the total net proceeds from the offering of the Offered Bonds (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by each Underwriter with respect to such offering. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the respective Underwriter and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission or failure to comply. Notwithstanding anything to the contrary in this Section 7(d), if the losses, claims, damages or liabilities (or actions in respect thereof) referred to in this Section 7(d) arise out of an untrue statement or alleged untrue statement of a material fact contained in any Underwriter 8-K (as such term is defined in Section 9 hereof) or the failure of any Underwriter to comply with any provision of Section 9 hereof, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the respective Underwriter on the other (determined in accordance with the preceding sentence) in connection with the statements or omissions in such Underwriter 8-K, or such failure to comply, which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other equitable considerations. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were to be determined by per capita allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim which is the subject of this subsection (d) subject to the limitations therein provided under subsection (c). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Offered Bonds underwritten and distributed by it were offered to the public exceeds the amount of any damages that such Underwriter has otherwise paid or become liable to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) or willful failure to comply with Section 9 hereof shall be entitled to contribution from any person who was not also guilty of such fraudulent misrepresentation or willful failure to comply. The Underwriters' obligation in this subsection (d) to contribute shall be several in proportion to their respective underwriting obligations and not joint. (e) Each Underwriter will indemnify and hold harmless any other Underwriter and each person, if any, who controls such Underwriter within the meaning of either the 1933 Act or the 1934 Act (collectively, the "Non-Indemnifying Underwriter") from and against any and all losses, claims, damages or liabilities, joint or several, to which any Non-Indemnifying Underwriter becomes subject under the 1933 Act, the 1934 Act or other federal or state statutory law or regulation, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement of material fact contained in any computational or other written materials developed by, mailed or otherwise transmitted by such indemnifying Underwriter in connection with the Offered Bonds or in any revision or amendment thereof or supplement thereto or (ii) the failure of such indemnifying Underwriter to comply with any provision of Section 9 hereof, and agrees to reimburse each such Non-Indemnifying Underwriter, as incurred for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement will be in addition to any liability that any Underwriter may otherwise have. 8. Default by an Underwriter. (a) If, on the Closing Date, any Underwriter defaults in the performance of its obligations under this Agreement, the non-defaulting Underwriters may make arrangements for the purchase of the Offered Bonds which such defaulting Underwriter agreed but failed to purchase by other persons satisfactory to the Company and the non-defaulting Underwriters, but if no such arrangements are made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Underwriters or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Section 5(f) and except that the provisions of Sections 7 and 9 shall not terminate and shall remain in effect. As used in this Agreement, the term "Underwriters" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule 1 hereto that, pursuant to this Section 8 purchases Offered Bonds which a defaulting Underwriter agreed but failed to purchase. (b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default. If other persons are obligated or agree to purchase the Offered Bonds of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of the counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and/or the Final Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and/or the Final Prospectus that effects any such changes. 9. Computational Materials and ABS Term Sheets. (a) The parties acknowledge that, subsequent to the date on which the Registration Statement became effective and up to and including the date on which the Final Prospectus with respect to the Offered Bonds is first made available to the Underwriters, the Underwriters may furnish to various potential investors in Offered Bonds, in writing: (i) "Computational Materials," as defined in a no-action letter (the "Kidder No-Action Letter") issued by the staff of the Commission on May 20, 1994 to Kidder, Peabody Acceptance Corporation I, et al., as modified by a no-action letter (the "First PSA No-Action Letter") issued by the staff of the Commission on May 27, 1994 to the Public Securities Association (the "PSA") and as further modified by a no-action letter (the "Second PSA No-Action Letter," and together with the Kidder No-Action Letter and the First PSA No-Action Letter, the "No-Action Letters") issued by the staff of the Commission on February 17, 1995 to the PSA; (ii) "Structural Term Sheets," as defined in the Second PSA No-Action Letter and/or (iii) "Collateral Term Sheets," as defined in the Second PSA No-Action Letter. (b) In connection with the Offered Bonds, each Underwriter shall furnish to the Company, at least 1 business day prior to the time of filing of the Final Prospectus pursuant to Rule 424 under the 1933 Act, all Computational Materials used by such Underwriter and required to be filed with the Commission in order for such Underwriter to avail itself of the relief granted in the No-Action Letters (such Computational Materials, the "Furnished Computational Materials"). (c) In connection with the Offered Bonds, each Underwriter shall furnish to the Company, at least 1 business day prior to the time of filing of the Final Prospectus pursuant to Rule 424 under the Act, all Structural Term Sheets used by such Underwriter and required to be filed with the Commission in order for such Underwriter to avail itself of the relief granted in the No-Action Letters (such Structural Term Sheets, the "Furnished Structural Term Sheets"). (d) In connection with the Offered Bonds, each Underwriter shall furnish to the Company, within 1 business day after the first use thereof, all Collateral Term Sheets used by such Underwriter and required to be filed with the Commission in order for such Underwriter to avail itself of the relief granted in the No-Action Letters (such Collateral Term Sheets, the "Furnished Collateral Term Sheets") and shall advise the Company of the date on which each such Collateral Term Sheet was first used. (e) Each Underwriter shall prepare for signature by the Company and filing and (following signature by the Company) cause to be filed with the Commission one or more current reports on Form 8-K (collectively, together with any amendments and supplements thereto, the "Underwriter 8-Ks," and each an "Underwriter 8-K") with respect to all Furnished Computational Materials, Structural Term Sheets and Collateral Term Sheets used by it (pro rating the costs and expenses thereof on the basis of the number of pages of each such Underwriter 8-K to the extent that more than one Underwriter contributes such sheets to such Underwriter 8-Ks) such that such Underwriter may avail itself of the relief granted in the No-Action Letters. In particular, each Underwriter shall cause to be filed with the Commission (i) all of its Furnished Computational Materials and all of its Furnished Structural Term Sheets on an Underwriter 8-K prior to or concurrently with the filing of the Final Prospectus with respect to the Offered Bonds pursuant to Rule 424 under the 1933 Act; and (ii) all of its Furnished Collateral Term Sheets on an Underwriter 8-K not later than 2 business days after the first use thereof. (f) Each Underwriter shall, if required by the Company, reasonably cooperate with the Company and with the Accountants in obtaining a letter or letters, in form and substance satisfactory to the Company and such Underwriter, of the Accountants regarding the information in any Underwriter 8-K consisting of Furnished Computational Materials and/or Furnished Structural Term Sheets. Any such letter shall be obtained prior to the filing of any such Underwriter 8-K with the Commission. (g) Each Underwriter represents and warrants to, and covenants with, the Company that as presented in any Underwriter 8-K, the Underwriter Information (defined below) is not misleading and not inaccurate in any material respect and that any Pool Information (defined below) contained in any Underwriter 8-K prepared by it which is not otherwise inaccurate in any material respect is not presented in such Underwriter 8-K prepared by it in a way that is either misleading or inaccurate in any material respect. Each Underwriter further covenants with the Company that if any Computational Materials or ABS Term Sheets (as such term is defined in the Second PSA No-Action Letter) contained in any Underwriter 8-K are found to include any information that is misleading or inaccurate in any material respect, such Underwriter promptly shall inform the Company of such finding, provide the Company with revised and/or corrected Computational Materials or ABS Term Sheets, as the case may be, and promptly prepare for signature by the Company and filing and (following signature by the Company) cause to be delivered for filing to the Commission in accordance herewith, an Underwriter 8-K containing such revised and/or corrected Computational Materials or ABS Term Sheets, as the case may be. (h) Each Underwriter covenants that all Computational Materials and ABS Term Sheets used by it shall contain the following legend: "THIS INFORMATION IS FURNISHED TO YOU SOLELY BY [THE UNDERWRITER] AND NOT BY IMPERIAL CREDIT COMMERCIAL MORTGAGE ACCEPTANCE CORP. ("IMPERIAL CREDIT") OR ANY OF ITS AFFILIATES (OTHER THAN ____________________)." (i) Each Underwriter covenants that all Collateral Term Sheets used by it shall contain the following additional legend: "THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE DESCRIPTION OF THE MORTGAGE LOANS CONTAINED IN THE PROSPECTUS SUPPLEMENT." (j) Each Underwriter covenants that all Collateral Term Sheets (other than the initial Collateral Term Sheet) shall contain the following additional legend: "THE INFORMATION CONTAINED HEREIN SUPERSEDES THE INFORMATION IN ALL PRIOR COLLATERAL TERM SHEETS, IF ANY." (k) Each Underwriter covenants that it shall cause the following legend to be placed in capital letters at the top of the cover page of each group of Computational Materials: "IN ACCORDANCE WITH RULE 202 OF REGULATION S-T, THIS [SPECIFY DOCUMENT] IS BEING FILED IN PAPER PURSUANT TO A CONTINUING HARDSHIP EXEMPTION." (1) Each Underwriter shall deliver to the Company a copy of each Underwriter 8-K prepared by it (including written evidence of filing) promptly upon filing the same with the Commission (but in any event not later than the earlier to occur of (i) the second business day after filing and (ii) the Closing Date). (m) For purposes of this Agreement, the term "Underwriter Information" means such portion, if any, of the information contained in any Underwriter 8-K that is not Pool Information or Prospectus Information; provided, however, that information contained in an Underwriter 8-K that is not Pool Information or Prospectus Information shall not constitute Underwriter Information to the extent such information is inaccurate or misleading in any material respect directly as a result of it being based on Pool Information or Prospectus Information that is inaccurate or misleading in any material respect. "Pool Information" means the information furnished to the Underwriters by the Company regarding the Mortgage Loans and "Prospectus Information" means the information contained in (but not incorporated by reference in) any Preliminary Final Prospectus, provided, however, that if any information that would otherwise constitute Pool Information or Prospectus Information is presented in any Underwriter 8-K in a way that is either inaccurate or misleading in any material respect, such information shall not be Pool Information or Prospectus Information. 10. Termination. This Agreement shall be subject to termination in the absolute discretion of the Underwriters, by notice given to the Company prior to delivery of and payment for all Bonds if prior to such time (i) trading in securities generally on the New York Stock Exchange or the American Stock Exchange shall have been suspended or materially limited, (ii) a general moratorium on commercial banking activities in New York shall have been declared by either federal or New York State authorities or (iii) there shall have occurred any outbreak or material escalation of hostilities, declaration by the United States of a national emergency or war or other calamity or crisis, the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the Underwriters, impracticable to market the Offered Bonds on the terms specified herein. 11. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the officers, directors or controlling persons referred to in Section 7 hereof, and will survive delivery of and payment for the Offered Bonds. The provisions of Section 7 hereof shall survive the termination or cancellation of this Agreement. 12. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Underwriters, will be mailed, hand delivered or sent by facsimile transmission and confirmed to them at, in the case of ____________________, to it at ____________________, Attention: ____________________, fax number ____________________, and in the case of ____________________, to it at ____________________, Attention: ____________________, fax number; or, if sent to the Company, will be mailed, hand delivered or sent by facsimile transmission and confirmed to it at Imperial Credit Commercial Mortgage Acceptance Corp., __________________________________, Attention: ____________________, fax number ____________________. 13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7 hereof, and their successors and assigns, and no other person will have any right or obligation hereunder. 14. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York. This Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. [Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, IMPERIAL CREDIT COMMERCIAL MORTGAGE ACCEPTANCE CORP. By: ---------------------------------- Name: ------------------------------- Title: ------------------------------- The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [Insert name of Underwriter] By: ---------------------------------- Name: ------------------------------- Title: ------------------------------- [Insert name of Underwriter] By: ---------------------------------- Name: ------------------------------- Title: ------------------------------- SCHEDULE I ---------- Underwriting Agreement, dated _________ __, 199_ As used in this Agreement, the term "Registration Statement" refers to the Company's registration statement on Form S-3 (File No. __________, __________). Title and Description of Bonds: Collateralized Mortgage Bonds, Series 199_-__. Initial aggregate Certificate Balance of the Offered Bonds: $____________ (Approximate) Initial Bond Balance or Initial Bond [ ] [ ] Bonds Notional Amount(1) Interest Rate Rating Rating ----- ------------------ ------------- ------ ------ The aggregate purchase price for the Offered Bonds purchased from the Company by ____________________ will be equal to ____% of the aggregate initial Certificate Balance of the Offered Bonds purchased by it, and the aggregate purchase price for the Offered Bonds purchased from the Company by ____________________ will be equal to ____% of the aggregate initial Certificate Balance of the Offered Bonds purchased by it, plus, in each case, accrued interest thereon at their respective Pass-Through Rates, if any, from the Cut-off Date. Closing Time, Date and Location: 10:00 A.M. on _________ __, 199_ at the offices of Cadwalader, Wickersham & Taft, 100 Maiden Lane, New York, New York. Issuance and Delivery of Bonds: The Offered Bonds will be delivered in book-entry form through the Same-Day Funds Settlement System of The Depository Trust Company. SCHEDULE II ----------- Class [Insert name of Underwriter] [Insert name of Underwriter] EX-3.1 3 CERTIFICATE OF INCORPORATION CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF IMPERIAL CREDIT COMMERCIAL MORTGAGE SECURITIZATION CORP. The undersigned certify that: 1. They are the president and the secretary, respectively, of Imperial Credit Commercial Mortgage Securitization Corp., a California corporation (the "Corporation"). 2. Article I of the Articles of Incorporation of the Corporation is amended to read as follows: "Article I The name of the corporation is IMPERIAL CREDIT COMMERCIAL MORTGAGE ACCEPTANCE CORP." 3. The foregoing amendment of Articles of Incorporation has been duly approved by the board of directors of the Corporation. 4. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code. The total number of outstanding shares is 500 all of which voted in favor of the amendment. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. Dated: March 20, 1998. /s/ Mark S. Karlan ----------------------------- Mark S. Karlan, President /s/ Norbert M. Seifert ----------------------------- Norbert M. Seifert, Secretary CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF IMPERIAL CREDIT MORTGAGE SECURITIZATION CORP. The undersigned certify that: 1. They are all of the directors of the Imperial Credit Mortgage Securitization Corp., a California corporation (the "Corporation"). 2. Article I of the Articles of Incorporation of the Corporation is amended to read as follows: "Article I The name of the corporation is IMPERIAL CREDIT COMMERCIAL MORTGAGE SECURITIZATION CORP." 3. No shares have been issued. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. Dated: October 10, 1997. /s/ H. Wayne Snavely ----------------------------- H. Wayne Snavely /s/ Kevin E. Villani ----------------------------- Kevin E. Villani /s/ Mark S. Karlan ----------------------------- Mark S. Karlan ARTICLES OF INCORPORATION OF IMPERIAL CREDIT MORTGAGE SECURITIZATION CORP. ARTICLE 1. NAME The name of this corporation is Imperial Credit Mortgage Securitization Corp. ARTICLE II. PURPOSE The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporations Code (the "Code"). ARTICLE III. INITIAL AGENT The name of this corporation's initial agent for service of process is: J.A. Shafran, Esq. Sonnenschein Nath & Rosenthal 601 S. Figueroa St. Suite 1500 Los Angeles, CA 90017 ARTICLE IV. INITIAL DIRECTORS The names and addresses of the initial directors of the Corporation are H. Wayne Snavely c/o Imperial Credit Industries, Inc. 23550 Hawthorne Blvd., Bldg. One, Suite 110 Torrance, California 90505 Kevin E. Villani c/o Imperial Credit Industries, Inc. 23550 Hawthorne Blvd., Bldg. One, Suite 210 Torrance, California 90505 Mark S. Karlan 11601 Wilshire Blvd., Suite 2080 Los Angeles, California 90025 ARTICLE V. STOCK (a) This corporation has authority to issue one hundred thousand (100,000) shares of Common Stock ("Common Stock"). Each share of Common Stock shall entitle the holder to one vote. (b) The board of directors of the corporation may authorize the issuance from time to time of shares of stock of the corporation of any class or series, whether now or hereafter authorized, for such consideration as the board of directors of the corporation may deem advisable. The board of directors may determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued class of shares or any wholly unissued series of any class of shares. ARTICLE VI. LIMITATION OF LIABILITY The personal liability of the directors of the corporation for monetary damages in an action for breach for a director's duties to the corporation and its shareholders (as set forth in Section 309 of the Code) shall be eliminated, subject to the limits set forth in Section 204(a)(10) of the Code. ARTICLE VII. INDEMNIFICATION The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Code) for breach of duty to the corporation and its shareholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the Code, subject to the limits on such excess indemnification set forth in Section 204(a)(11) of the Code. /s/ H. Wayne Snavely ----------------------------- H. Wayne Snavely /s/ Kevin E. Villani ----------------------------- Kevin E. Villani /s/ Mark S. Karlan ----------------------------- Mark S. Karlan We declare that we are the persons who executed the foregoing articles of incorporation which execution is our act and deed. /s/ H. Wayne Snavely ----------------------------- H. Wayne Snavely /s/ Kevin E. Villani ----------------------------- Kevin E. Villani /s/ Mark S. Karlan ----------------------------- Mark S. Karlan EX-3.2 4 BYLAWS IMPERIAL CREDIT COMMERCIAL MORTGAGE SECURITIZATION CORP. BYLAWS ARTICLE I OFFICES ------- Section 1. PRINCIPAL EXECUTIVE OFFICE. The principal executive office of the Corporation shall be located initially at 11601 Wilshire Blvd., Suite 2080, Los Angeles, California, or at such other place or places as the Board of Directors may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices at such places as the Board of Directors may from time to time determine or the business of the Corporation may require. ARTICLE II MEETINGS OF SHAREHOLDERS ------------------------ Section 1. PLACE. All meetings of shareholders shall be held at the principal executive office of the Corporation or at such other place within the United States as shall be stated in the notice of the meeting. Section 2. ANNUAL MEETING. The Corporation shall hold an annual meeting of its shareholders to elect directors and transact any other business within its powers, either at 10:00 a.m. on the lst day of April in each year if not a legal holiday, or at such other time on such other day as shall be set by the Board of Directors. Except as otherwise provided by the Corporation's Articles of Incorporation or statute, any business may be, considered at an annual meeting without the purpose of the meeting having been specified in the notice. Failure to hold an annual meeting does not invalidate the Corporation's existence or affect any otherwise valid corporate acts. Section 3. SPECIAL MEETINGS. The chairman of the Board of Directors, the president, the chief executive officer or the Board of Directors may call special meetings of the shareholders. Special meetings of shareholders shall also be called by the secretary of the Corporation upon the written request of the holders of shares entitled to cast not less than ten percent of all the votes entitled to be cast at such meeting. Such request shall state the purpose of such meeting and the matters proposed to be acted on at such meeting. The secretary shall inform such shareholders of the reasonably estimated cost of preparing and mailing notice of the meeting and, upon payment to the Corporation by such shareholders of such costs, the secretary shall give notice to each shareholder entitled to notice of the meeting. Section 4. NOTICE. Not less than ten nor more than 60 days before each meeting of shareholders, the secretary shall give to each shareholder entitled to vote at such meeting and to each shareholder not entitled to vote who is entitled to notice of the meeting written or printed notice stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, either by mail or by presenting it to such shareholder personally or by leaving it at his residence or usual place of business. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the shareholder at his post office address as it appears on the records of the Corporation, with postage thereon prepaid. Section 5. SCOPE OF NOTICE. Any business of the Corporation may be transacted at an annual meeting of shareholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of shareholders except as specifically designated in the notice. Section 6. ORGANIZATION. At every meeting of shareholders, the chairman of the Board of Directors, if there be one, shall conduct the meeting or, in the case of vacancy in office or absence of the chairman of the Board of Directors, one of the following officers present shall conduct the meeting in the order stated: the chief executive officer, if there be one, the president, the vice presidents in their order of rank and seniority (and if there be two or more vice presidents of the same rank and seniority, such vice presidents in the order designated by the president), or a chairman chosen by the shareholders entitled to cast a majority of the votes which all shareholders present in person or by proxy are entitled to cast, shall act as chairman, and the secretary, or, in his absence, an assistant secretary, or in the absence of both the secretary and assistant secretaries, a person appointed by the chairman shall act as secretary. Section 7. QUORUM. Unless the Corporation's Articles of Incorporation provide otherwise, at a meeting of shareholders the presence in person or by proxy of shareholders entitled to cast a majority of all the votes entitled to be cast at the meeting shall constitute a quorum. Whether or not a quorum is present, at meeting of shareholders convened on the date for which it was called may be adjourned from time to time without further notice by a majority vote of the shareholders present in person or by proxy to a date not more than 120 days after the original record date. Any business which might have been transacted at the meeting as originally notified may be deferred and transacted at any such adjourned meeting at which a quorum shall be present. Section 8. VOTING; PROXIES. Unless the Corporation's Articles of Incorporation provide otherwise, each outstanding share of stock, regardless of class, is entitled to one vote on each matter submitted to a vote at a meeting of shareholders and majority of all the votes cast at a meeting at which a quorum is present is sufficient to approve any matter which properly comes before the meeting, except that a plurality of all votes cast, at a meeting at which a quorum is present is sufficient to elect a director. In all elections for directors, each share of stock may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. A shareholder may vote the stock the shareholder owns of record either in person or by proxy. A shareholder may sign a writing authorizing another person to act as proxy. Signing may be accomplished by the shareholder or the shareholder's authorized agent signing the writing or causing the shareholder's signature to be affixed to the writing by any reasonable means, including facsimile signature. A shareholder may authorize another person to act as proxy by transmitting, or authorizing the transmission of, a telegram, cablegram, datagram, or other means of electronic transmission to the person authorized to act as proxy or to a proxy solicitation firm, proxy support service organization, or other person authorized by the person who will act as proxy to receive the transmission. Unless a proxy provides otherwise, it is not valid more than 11 months after its date. A proxy is revocable by a shareholder at any time without condition or qualification unless the proxy states that it is irrevocable and the proxy is coupled with an interest. A proxy may be made irrevocable for so long as it is coupled with an interest. The interest with which a proxy may be coupled includes an interest in the stock to be voted under the proxy or another general interest in the Corporation or its assets or liabilities. Section 9. VOTING OF STOCK BY CERTAIN HOLDERS. The Board of Directors may adopt by resolution a procedure by which a shareholder may certify in writing to the Corporation that any shares of stock registered in the name of the shareholder are held for the account of a specified person other than the shareholder. The resolution shall set forth the class of shareholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date or closing of the stock transfer books, the time after the record date or closing of the stock transfer books within which the certification must be received by the Corporation, and any other provisions with respect to the procedure which the Board of Directors considers necessary or desirable. On receipt of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the shareholder of record of the specified stock in place of the shareholder who makes the certification. Section 10. INSPECTORS. At any meeting of shareholders, the chairman of the meeting may appoint one or more persons as inspectors for such meeting. Such inspectors shall ascertain and report the number of shares represented at the meeting based upon their determination of the validity and effect of proxies, count all items, report the results and perform such other acts as are proper to conduct the election and voting with impartiality and fairness to all the shareholders. Each report of an inspector shall be in writing and signed by him or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof. Section 11. NOMINATIONS AND PROPOSALS BY SHAREHOLDERS. (a) ANNUAL MEETINGS OF SHAREHOLDERS. (1) Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the shareholders may be made at an annual meeting of shareholders (i) pursuant to the Corporation's notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any shareholder of the Corporation who was a shareholder of record both at the time of giving of notice provided for in this Section 11(a) and at the time of the annual meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 11(a). (2) For nominations or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (iii) of paragraph (a)(1) of this Section 11, the shareholder must have given timely notice thereof in writing to the secretary of the Corporation and such other business must otherwise be a proper matter for action by shareholders. To be timely, a shareholder's notice shall be delivered to the secretary at the principal executive offices of the Corporation not later than the close of business on the 30th day nor earlier than the close of business on the 60th day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date or if the Corporation has not previously held an annual meeting, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the 60th day prior to such annual meeting and not later than the close of business on the later of the 30th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of a postponement or adjournment of an annual meeting to a later date or time commence a new time period for the giving of a shareholder's notice as described above. Such shareholder's notice shall set forth (i) as to each person whom the shareholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (including such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (ii) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and of the beneficial owner, if any, on whose behalf the proposal is made; and (iii) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, (x) the name and address of such shareholder, as they appear on the Corporation's books, and of such beneficial owner and (y) the number of shares of each class of stock of the Corporation which are owned beneficially and of record by such shareholder and such beneficial owner. (3) Notwithstanding anything in the second sentence of paragraph (a)(2) of this Section 11 to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 45 days prior to the first anniversary of the preceding year's annual meeting, a shareholder's notice required by this Section 11(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the Corporation. (b) SPECIAL MEETINGS OF SHAREHOLDERS. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Corporation's notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders at which directors are to be elected (i) pursuant to the Corporation's notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) provided that the Board of Directors has determined that directors shall be elected at such special meeting, by any shareholder of the Corporation who is a shareholder of record both at the time of giving of notice provided for in this Section II(b) and at the time of the special meeting, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Section 11(b). In the event the Corporation calls a special meeting of shareholders for the purpose of electing one or more directors to the Board of Directors, any such shareholder may nominate a person or persons (as the case may be) for election to such position as specified in the Corporation's notice of meeting, if the shareholder's notice containing the information required by paragraph (a)(2) of this Section 11 shall be delivered to the secretary at the principal executive offices of the Corporation not earlier than the close of business on the 60th day prior to such special meeting and not later than the close of business on the later of the 30th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of a postponement or adjournment of a special meeting to a later date or time commence a new time period for the giving of a shareholder's notice as described above. (c) GENERAL. (1) Only such persons who are nominated in accordance with the procedures set forth in this Section 11 shall be eligible to serve as directors and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 11. The chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 11 and, if any proposed nomination or business is not in compliance with this Section 11, to declare that such nomination or proposal shall be disregarded. (2) For purposes of this Section 11, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable news service or in a document publicly filed by the Corporation with the Securities Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. (3) Notwithstanding the foregoing provisions of this Section 11, a shareholder shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 11. Nothing in this Section 11 shall be deemed to affect any rights of shareholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 promulgated under the Exchange Act. Section 12. VOTING BY BALLOT. Voting on any question or in any election may be viva voce unless the presiding officer shall order or any shareholder shall demand that voting be by ballot. ARTICLE III DIRECTORS --------- Section 1. GENERAL POWERS. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors, which may exercise all of the powers of the Corporation, except such as are by law or by the Corporation's Articles of Incorporation or by these Bylaws conferred upon or reserved to the shareholders. Section 2. NUMBER, TENURE AND QUALIFICATIONS. At each annual meeting the shareholders shall elect directors to hold office until the next annual meeting and until their successors are elected and qualified. At any regular meeting or at any special meeting called for that purpose, a majority of the entire Board of Directors may establish, increase or decrease the number of directors, provided that the number thereof shall never be less than the minimum number required by the California Corporations Code (the "Code"), nor more than 7, and further provided that the tenure of office of a director shall not be affected by any decrease in the number of directors. Section 3. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held not less frequently than once per calendar quarter, with one such regular meeting of the Board of Directors being held immediately after and at the same place as the annual meeting of shareholders, no notice other than this Bylaw being necessary for that meeting. The Board of Directors may provide, by resolution, the time and place, either within or without the State of California, for the holding of regular meetings of the Board of Directors without other notice than such resolution. Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the chairman of the Board of Directors, president or by a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of California, as the place for holding any special meeting of the Board of Directors called by them. Section 5. CHAIRMAN OF THE BOARD OF DIRECTORS. The chairman of the Board of Directors shall preside, if present, at all meetings of the Board of Directors (if the chairman of the Board of Directors is not present at a meeting, then the chief executive officer of the Corporation shall preside at such meeting). The chairman of the Board of Directors shall see that all orders and resolutions of the Board of Directors are carried into effect and shall from time to time report to the Board of Directors all matters within his or her knowledge which the interests of the Corporation may require to be brought to their notice. The chairman of the Board of Directors shall also perform such other duties and he or she may exercise such other powers as from time to time may be delegated to him or her by the Board of Directors. Section 6. VICE CHAIRMAN OF THE BOARD OF DIRECTORS. The vice chairman of the Board of Directors shall perform such duties and may exercise such powers as from time to time may be delegated to him or her by the Board of Directors. Section 7. NOTICE. Notice of any special meeting of the Board of Directors shall be delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means at least forty-eight (48) hours prior to the meeting. Notice by mail shall be given at least four (4) days prior to the meeting and shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid. Telephone notice shall be deemed to be given when the director is personally given such notice in a telephone call to which he is a party. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Corporation by the director and receipt of a completed answer-back indicating receipt. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Directors need be stated in the notice, unless specifically required by statute or these Bylaws. Section 8. QUORUM. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business. In the absence of a quorum, the directors present by majority vote and without notice other than by announcement may adjourn the meeting from time to time until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. Section 9. VOTING. Unless applicable law, the Corporation's Articles of Incorporation or these Bylaws requires a greater proportion, the action of a majority of the directors present at a meeting at which a quorum is present is the action of the Board of Directors. Section 10. TELEPHONE MEETINGS. Directors may participate in a meeting by means of a conference telephone, electronic video screen communication or similar communications equipment if: (i) each director participating in the meeting can communicate with all of the other members concurrently, (ii) each director is provided the means of participating in all matters before the Board of Directors, including the capacity to propose, or to interpose an objection, to a specific action to be taken by the Corporation, and (iii) the Corporation adopts and implements some means of verifying both of the following: (y) a person communicating by telephone, video screen communication or similar communications equipment is a director entitled to participate in the meeting, and (z) all statements, questions, actions or votes were made by that director and not by another person not permitted to participate as a director. Participation in a meeting by these means shall constitute presence in person at the meeting. Section 11. ACTION BY DIRECTORS WITHOUT A MEETING. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, if a unanimous written consent which sets forth the action is signed by each member of the Board and filed with the minutes of proceedings of the Board of Directors. Section 12. VACANCIES. If for any reason any or all the directors cease to be directors, such event shall not terminate the Corporation or affect these Bylaws or the powers of the remaining directors hereunder (even if fewer than three directors remain). Subject to the rights of the holders of any class of stock separately entitled to elect one or more directors, the shareholders may elect a successor to fill a vacancy on the Board of Directors which results from the removal of a director. A director elected by the shareholders to fill a vacancy which results from the removal of a director serves for the balance of the term of the removed director. Subject to the rights of the holders of any class of stock separately entitled to elect one or more directors, a majority of the remaining directors, whether or not sufficient to constitute quorum, may fill a vacancy on the Board of Directors which results from any cause. A director elected by the Board of Directors to fill a vacancy serves until the next annual meeting of shareholders and until his or her successor is elected and qualifies. No decrease in the number of directors constituting the Board of Directors shall affect the tenure of office of any director. Section 13. COMPENSATION. Directors shall not receive any stated salary for their services as directors, provided that directors may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the Board of Directors or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they performed or engaged in as directors. Nothing herein contained shall be construed to preclude any directors from serving the Corporation in any other capacity and receiving compensation therefor. Section 14. LOSS OF DEPOSITS. No director shall be liable for any loss which may occur by reason of the failure of the bank, trust company, savings and loan association, or other institution with whom moneys or stock have been deposited. Section 15. SURETY BONDS. Unless required by law, no director shall be obligated to give any bond or surety or other security for the performance of any of his duties. Section 16. RELIANCE. Each director, officer, employee and agent of the Corporation shall, in the performance of his duties with respect to the Corporation, be fully justified and protected with regard to any act or failure to act in reliance in good faith upon the books of account or other records of the Corporation, upon an opinion of counsel or upon reports made to the Corporation by any of its officers or employees or by the adviser, accountants, appraisers or other experts or consultants selected by the Board of Directors or officers of the Corporation, regardless of whether such counsel or export may also be a director. ARTICLE IV COMMITTEES ---------- Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of Directors may appoint from among its members an Executive Committee, an Audit Committee, a Compensation Committee, and other committees composed of two or more directors and delegate to these committees any of the powers of the Board of Directors, except the power to authorize dividends on stock, fill vacancies on the Board of Directors, amend or repeal these Bylaws or adopt new bylaws, amend or repeal any resolution of the Board of Directors which by its express terms is not so amendable or repealable, appoint other committees of the Board of Directors or the members thereof, issue stock other than as provided in the next sentence or approve any action which requires shareholder approval. If the Board of Directors has given general authorization for the issuance of stock providing for or establishing a method or procedure for determining the maximum number of shares to be issued, a committee of the Board, in accordance with that general authorization or any stock option or other plan or program adopted by the Board of Directors, may authorize or fix the terms of stock subject to classification or reclassification and the terms on which any stock may be issued, including all terms and conditions required or permitted to be established or authorized by the Board of Directors. Section 2. MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Directors. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Directors may designate a chairman of any committee, and such chairman or any two members of any committee may fix the time and place of its meeting unless the Board shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another director to act in the place of such absent member. Each committee shall keep minutes of its proceedings. Section 3. TELEPHONE MEETINGS. Members of a committee of the Board of Directors may participate in a meeting by means of a conference telephone, electronic video screen communication or similar communications equipment if: (i) each member participating in the meeting can communicate with all of the other members concurrently, (ii) each member is provided the means of participating in all matters before the committee Board of Directors, including the capacity to propose, or to interpose an objection, to a specific action to be taken by the committee, and (iii) the Corporation adopts and implements some means of verifying both of the following: (y) a person communicating by telephone, video screen communication or similar communications equipment is a member of the committee entitled to participate in the meeting, and (z) all statements, questions, actions or votes were made by that member and not by another person not permitted to participate as a member of the committee. Participation in a meeting by these means shall constitute presence in person at the meeting. Section 4. INFORMAL ACTION BY COMMITTEES. Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting, if a unanimous written consent which sets forth the action is signed by each member of the committee and such written consent is filed with the minutes of proceedings of such committee. Section 5. VACANCIES. Subject to the provisions hereof, the Board of Directors shall have the power at any time to change the membership of any committee, to fill all vacancies, to designate alternate members to replace any absent or disqualified member or to dissolve any such committee. ARTICLE V OFFICERS -------- Section 1. GENERAL PROVISIONS. The officers of the Corporation shall include a president, a secretary and a chief financial officer and may include a chairman of the board, a vice chairman of the board, a chief executive officer, one or more senior vice presidents or vice presidents, a chief operating officer, a treasurer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board of Directors may from time to time appoint such other officers with such powers and duties as they shall deem necessary or desirable. The officers of the Corporation shall be chosen by the Board of Directors and serve at the pleasure of the Board of Directors, subject to the rights, if any, of an officer under any contract of employment, except that the chief executive officer or president may appoint one or more vice presidents, assistant secretaries and assistant treasurers. Any two or more offices may be held by the same person. In its discretion, the Board of Directors may leave unfilled any office except that of president, chief financial officer and secretary. Appointment of an officer or agent shall not of itself create contract rights between the Corporation and such officer or agent. Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Corporation may be removed by the Board of Directors if in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Corporation may resign at any time by giving written notice of his resignation to the Board of Directors, the chairman of the Board of Directors, the president or the secretary. Any resignation shall take effect at any time subsequent to the time specified therein or, if the time when it shall become effective is not specified therein, immediately upon its receipts. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the officer, agent or Corporation. Section 3. VACANCIES. A vacancy in any office may be filled by the Board of Directors. Section 4. CHIEF EXECUTIVE OFFICER. The Board of Directors may designate a chief executive officer. In the absence of such designation, the president shall be the chief executive officer of the Corporation. The chief executive officer shall have general responsibility for implementation of the policies of the Corporation, as determined by the Board of Directors, and for the management of the business and affairs of the Corporation. If the chairman of the Board of Directors is not present at the meeting of the Board of Directors then the chief executive officer of the Corporation shall act as the chairman of the Board of Directors at such meeting and shall preside over such meeting. Section 5. CHIEF OPERATING OFFICER. The Board of Directors may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer. Section 6. CHIEF FINANCIAL OFFICER. The chief financial officer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. In the absence of a designation of a treasurer by the Board of Directors, the chief financial officer shall be the treasurer of the Corporation. The chief financial officer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and Board of Directors, at the regular meetings of the Board of Directors or whenever it may so require, an account of all his transactions as chief financial officer and of the financial condition of the Corporation. If required by the Board of Directors, the chief financial officer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, moneys and other property of whatever kind in his possession or under his control belonging to the Corporation. Section 7. PRESIDENT. The president or chief executive officer, as the case may be, shall in general supervise and control all of the business and affairs of the Corporation. In the absence of a designation of a chief operating officer by the Board of Directors, the president shall be the chief operating officer. He may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time. Section 8. VICE PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the senior vice president (or in the event there be more than one senior vice president, the senior vice presidents in the order designated at the time of their appointment or election or, in the absence of any designation, then in the order of their appointment or elections or, if there be no senior vice presidents, the vice president or vice presidents in the order designated at the time of their appointment or election or, in the absence of any designation, in the order of their appointment or election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to him by the president or by the Board of Directors. The Board of Directors may designate one or more vice presidents as executive vice president or as vice president for particular area of responsibility. Section 9. SECRETARY. The secretary shall (a) keep the minutes of the proceedings of the shareholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation; (d) keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder; (e) have general charge of the share transfer books of the Corporation; and (f) in general perform such other duties as from time to time may be assigned to him by the chief executive officer, the president or by the Board of Directors. Section 10. TREASURER. The Board of Directors may designate a treasurer. The treasurer shall have the responsibilities and duties as set forth by the Board of Directors or the chief executive officer. Section 11. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the president or the Board of Directors. The assistant treasurers shall, if required by the Board of Directors, give bonds for the faithful performance of their duties in such sums and with such surety or sureties as shall be satisfactory to the Board of Directors. Section 12. SALARIES. The salaries and other compensation of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary or other compensation by reason of the fact that he is also a director. ARTICLE VI CONTRACTS, LOANS, CHECKS AND DEPOSITS ------------------------------------- Section 1. CONTRACTS. The Board of Directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document executed by one or more of the directors or by an authorized person shall be valid and binding upon the Board of Directors and upon the Corporation when authorized or ratified by action of the Board of Directors. Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or agent of the Corporation in such manner as shall from time to time be determined by the Board of Directors. Section 3. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may designate. ARTICLE VII STOCK ----- Section 1. CERTIFICATES. Each shareholder is entitled to certificates which represent and certify the shares of stock he or she holds in the Corporation. Each stock certificate shall include on its face the name of the Corporation, the name of the shareholder or other person to whom it is issued, and the class of stock and number of shares it represents. It shall also include on its face or back (a) a statement of any restrictions on transferability and (b) a statement which provides in substance that the Corporation will furnish to any shareholder on request and without charge a full statement of the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the stock of each class which the Corporation is authorized to issue, of the difference in the relative rights and preferences between the shares of each series of a preferred or special class in series which the Corporation is authorized to issue, to the extent they have been set, and of the authority of the Board of Directors to set the relative rights and preferences of subsequent series of a preferred or special class of stock and any restrictions on transferability. Such request may be made to the secretary or to its transfer agent. It shall be in such form, not inconsistent with law or with the Corporation's Articles of Incorporation, as shall be approved by the Board of Directors or any officer or officers designated for such purpose by resolution of the Board of Directors. Each stock certificate shall be signed by the chairman of the board, the president, or a senior vice-president, and countersigned by the secretary, an assistant secretary, the treasurer, or an assistant treasurer. Each certificate may be sealed with the actual corporate seal or a facsimile of it or in any other form and the signatures may be either manual or facsimile signatures. A certificate is valid and may be issued whether or not an officer who signed it is still an officer when it is issued. A certificate may not be issued until the stock represented by it is fully paid. Section 2. TRANSFERS. Upon surrender to the Corporation or the transfer agent of the Corporation of a stock certificate duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of California. Section 3. REPLACEMENT CERTIFICATE. Any officer designated by the Board of Directors may direct a new certificate to be issued in place of any certificate previously issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing the issuance of a new certificate, an officer designated by the Board of Directors may, in his discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or the owner's legal representative to advertise the same in such manner as he shall require and/or to give bond, with sufficient surety, to the Corporation to indemnify it against any loss or claim which may arise as a result of the issuance of a new certificate. Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board of Directors may set, in advance, a record date for the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or determining shareholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of shareholders for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 60 days and, in the case of a meeting of shareholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of shareholders of record is to be held or taken. In lieu of fixing a record date, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not longer than 20 days. If the stock transfer books are closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten days before the date of such meeting. If no record date is fixed and the stock transfer books are not closed for the determination of shareholders, (a) the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day on which the notice of meeting is mailed or the 30th day before the meeting, whichever is the closer date to the meeting; and (b) the record date for the determination of shareholders entitled to receive payment of a dividend or an allotment of any other rights shall be the close of business on the day on which the resolution of the directors, declaring the dividend or allotment of rights, is adopted. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except when (i) the determination has been made through the closing of the transfer books and the stated period of closing has expired or (ii) the meeting is adjourned to a date more than 120 days after the record date fixed for the original meeting, in either of which case a new record date shall be determined as set forth herein. Section 5. STOCK LEDGER. The Corporation shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate share ledger containing the name and address of each shareholder and the number of shares of each class held by such shareholder. Section 6. FRACTIONAL STOCK; ISSUANCE OF UNITS. The Board of Directors may issue fractional stock or provide for the issuance of scrip, all on such terms and under such conditions as they may determine. Notwithstanding any other provision of the Corporation's Articles of Incorporation or these Bylaws, the Board of Directors may issue units consisting of different securities of the Corporation. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Corporation, except that the Board of Directors may provide that for a specified period securities of the Corporation issued in such unit may be transferred on the books of the Corporation only in such unit. ARTICLE VIII ACCOUNTING YEAR --------------- The fiscal year of the Corporation shall end on December 31st of each year. The Board of Directors shall have the power from time to time to change the fiscal year. ARTICLE IX DISTRIBUTIONS ------------- Section 1. AUTHORIZATION. Dividends and other distributions upon the stock of the Corporation may be authorized and declared by the Board of Directors and may be paid in cash, property or stock of the Corporation, subject to the provisions of law and the Corporation's Articles of Incorporation. Section 2. CONTINGENCIES. Before payment of any dividends or other distributions, there may be set aside out of any assets of the Corporation available for dividends or other distributions such sum or sums as the Board of Directors may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends or other distributions, for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall determine to be in the best interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created. ARTICLE X INVESTMENT POLICY ----------------- The Board of Directors may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Corporation as it shall deem appropriate in its sole discretion. ARTICLE XI SEAL ---- Section 1. SEAL. The Board of Directors may authorize the adoption of a seal by the Corporation. The seal shall contain the name of the Corporation and the year of its incorporation and the words "Incorporated in California." The Board of Directors may authorize one or more duplicate seals and provide for the custody thereof. Section 2. AFFIXING SEAL. Whenever the Corporation is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word "(SEAL)" adjacent to the signature of the person authorized to execute the document on behalf of the Corporation. ARTICLE XII INDEMNIFICATION AND ADVANCE OF EXPENSES --------------------------------------- The Corporation shall indemnify and hold harmless and, without requiring a determination of the ultimate entitlement to indemnification, pay reasonable expenses in advance of the final disposition of any proceeding to (A) its present and former directors, officers or employees, whether serving the Corporation or at its request any other entity, to the full extent required or permitted by the Code, including the advance of expenses under the procedures and to the full extent permitted by law and (B) other agent of the Corporation to such extent as shall be authorized by the Board of Directors or the Corporation's Articles of Incorporation and be permitted by law. The foregoing rights of indemnification shall not be exclusive of any other rights to which those seeking indemnification may be entitled. No indemnification shall be made by the Corporation unless its agent in the matter at issue was acting in good faith and in a manner such agent reasonably believed to be in the best interests of the Corporation or such other entity. Any indemnification, or payment of expenses in advance of the final disposition of any proceeding, shall be made promptly, and in any event within 60 days after the Corporation receives a written request therefor from the director, officer, employee or agent entitled to seek indemnification (the "Indemnified Party"). The right to indemnification and advances hereunder shall be enforceable by the Indemnified Party in any court of competent jurisdiction, if (i) the Corporation denies such request, in whole or in part, or (ii) no disposition thereof is made within 60 days. The Indemnified Party's costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be reimbursed by the Corporation. It shall be a defense to any action for advance for expenses that (a) a determination has been made that the facts then known to those making the determination would preclude indemnification or (b) the Corporation has not received both (i) an undertaking as required by law to repay such advances in the event it shall ultimately be determined that the standard of conduct has not been met and (ii) a written affirmation by the Indemnified Party of such Indemnified Party's good faith belief that the standard of conduct necessary for indemnification by the Corporation has been met. The indemnification and advance of expenses provided by the Corporation's Articles of Incorporation and these Bylaws shall not be deemed exclusive of any other rights to which a person seeking indemnification or advance of expenses may be entitled under any law (common or statutory), or any agreement, vote of shareholders or disinterested directors or other provision that is consistent with law, both as to action in his or her official capacity and as to action in another capacity while holding office or while employed by or acting as agent for the Corporation, shall continue in respect of all events occurring while a person was a director or officer after such person has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of such person. The Corporation shall not be liable for any payment under this Bylaw in connection with a claim made by a director or officer to the extent such director or officer has otherwise actually received payment under insurance policy, agreement, vote or otherwise, of the amounts otherwise indemnifiable hereunder. All rights to indemnification and advance of expenses under the Corporation's Articles of Incorporation and hereunder shall be deemed to be a contract between the Corporation and each director or officer of the Corporation who serves or served in such capacity at any time while this Bylaw is in effect. Nothing herein shall prevent the amendment of this Bylaw, provided that no such amendment shall diminish the rights of any person hereunder with respect to events occurring or claims made before its adoption or as to claims made after its adoption in respect of events occurring before its adoption. Any repeal or modification of this Bylaw shall not in any way diminish any rights to indemnification or advance of expenses of such director or officer or the obligations of the Corporation arising hereunder with respect to events occurring, or claims made, while this Bylaw or any provision hereof is in force. Neither the amendment nor repeal of this Article XII, nor the adoption or amendment of any other provision of these Bylaws or the Corporation's Articles of Incorporation inconsistent with this Article XII, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption. ARTICLE XIII WAIVER OF NOTICE ---------------- Whenever any notice is required to be given pursuant to the Corporation's Articles of Incorporation or these Bylaws or pursuant to applicable law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. ARTICLE XIV AMENDMENT OF BYLAWS ------------------- These Bylaws may be repealed, altered, amended or rescinded by the affirmative vote of not less than a majority of all of the votes ordinarily entitled to be cast in the election of directors, voting together as a single class at a meeting of the shareholders called for that purpose (provided that notice of such proposed repeal, alteration, amendment or rescission is included in the notice of such meeting). In addition, except as otherwise provided in the Corporation's Articles of Incorporation and in these Bylaws, the Board of Directors may repeal, alter, amend or rescind these Bylaws by vote of a majority of the Board of Directors at a meeting held in accordance with the provisions of these Bylaws. EX-4.1 5 FORM OF INDENTURE - -------------------------------------------------------------------------------- ICCMAC COMMERCIAL TRUST [_______], a trust acting through ____________________, not in its individual capacity but solely as Owner Trustee, as Issuer, and ----------------------------------------, as Indenture Trustee -------------------- INDENTURE Dated as of _______, 199_ -------------------- $------------ COLLATERALIZED MORTGAGE BONDS, SERIES 199_-_ - -------------------------------------------------------------------------------- TABLE OF CONTENTS PAGE PRELIMINARY STATEMENT GRANTING CLAUSES ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.01. Definitions.................................................... SECTION 1.02. Incorporation by Reference of Trust Indenture Act.............. SECTION 1.03. Rules of Construction.......................................... ARTICLE II THE BONDS SECTION 2.01. Form. 22 SECTION 2.02. Initial Aggregate Principal Amount; Classes; Terms............. SECTION 2.03. Denominations.................................................. SECTION 2.04. Execution, Authentication, Delivery and Dating................. SECTION 2.05. Registration of Transfer and Exchange of Bonds................. SECTION 2.06. Mutilated, Destroyed, Lost or Stolen Bonds..................... SECTION 2.07. Payment of Principal and Interest.............................. SECTION 2.08. Persons Deemed Owners.......................................... SECTION 2.09. Cancellation................................................... SECTION 2.10. Authentication and Delivery of Bonds........................... [SECTION 2.11. Substitution of Collateral.................................... SECTION 2.12. Book-Entry Bonds............................................... SECTION 2.13. Restrictions on Transfer of Bonds.............................. ARTICLE III COVENANTS; WARRANTIES SECTION 3.01. Payment of Principal, Premium (if any) and Interest............ SECTION 3.02. Maintenance of Office or Agency................................ SECTION 3.03. Money for Bond Payments to Be Held in Trust.................... SECTION 3.04. Corporate Existence of Owner Trustee........................... SECTION 3.05. Trust Existence................................................ SECTION 3.06. Payment of Taxes and Other Claims.............................. SECTION 3.07. Protection of Trust Estate..................................... SECTION 3.08. Opinions as to Trust Estate.................................... SECTION 3.09. Performance of Obligations..................................... SECTION 3.10. Payment of Certain Fees........................................ SECTION 3.11. Negative Covenants............................................. SECTION 3.12. Annual Statement as to Compliance.............................. SECTION 3.13. Issuer may Consolidate, Etc., only on Certain Terms............ SECTION 3.14. Purchase of Bonds.............................................. SECTION 3.15. Servicing Agreement............................................ SECTION 3.16. Covenants, Representations and Warranties of the Issuer........ ARTICLE IV SATISFACTION AND DISCHARGE SECTION 4.01. Satisfaction and Discharge of Indenture........................ SECTION 4.02. Application of Trust Money..................................... SECTION 4.03. Repayment of Monies Held by Paying Agent....................... ARTICLE V ISSUER EVENTS OF DEFAULT; REMEDIES SECTION 5.01. Issuer Events of Default....................................... SECTION 5.02. Acceleration of Maturity; Rescission and Annulment............. SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by Indenture Trustee........................................ SECTION 5.04. Remedies....................................................... SECTION 5.05. Optional Preservation of Trust Estate.......................... SECTION 5.06. Application of Money Collected................................. SECTION 5.07. Limitation on Suits............................................ SECTION 5.08. Unconditional Right of Bondholders to Receive Principal and Interest................................................ SECTION 5.09. Restoration of Rights and Remedies............................. SECTION 5.10. Rights and Remedies Cumulative................................. SECTION 5.11. Delay or Omission Not Waiver................................... SECTION 5.12. Control by Bondholders......................................... SECTION 5.13. Waiver of Past Issuer Defaults................................. SECTION 5.14. Undertaking for Costs.......................................... SECTION 5.15. Waiver of Stay or Extension Laws............................... SECTION 5.16. Sale of Trust Estate........................................... SECTION 5.17. Action on Bonds................................................ ARTICLE VI THE INDENTURE TRUSTEE SECTION 6.01. Certain Duties and Responsibilities............................ SECTION 6.02. Notice of Issuer Defaults...................................... SECTION 6.03. Certain Rights of Indenture Trustee............................ SECTION 6.04. Not Responsible for Recitals or Issuance of Bonds.............. SECTION 6.05. May Hold Bonds................................................. SECTION 6.06. Money Held in Trust............................................ SECTION 6.07. Compensation and Reimbursement................................. SECTION 6.08. Eligibility; Disqualification.................................. SECTION 6.09. Resignation and Removal; Appointment of Successor.............. SECTION 6.10. Acceptance of Appointment by Successor......................... SECTION 6.11. Merger, Conversion, Consolidation or Succession to Business................................................. SECTION 6.12. Preferential Collection of Claims against the Issuer........... SECTION 6.13. Separate Trustees and Co-Trustees.............................. SECTION 6.14. Appointment of Custodians...................................... ARTICLE VII BONDHOLDER LISTS AND REPORTS SECTION 7.01. Issuer to Furnish Indenture Trustee Names and Addresses of Bondholders.............................................. SECTION 7.02. Preservation of Information; Communications to Bondholders................................................. SECTION 7.03. Reports by Indenture Trustee................................... SECTION 7.04. Reports by Issuer.............................................. ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES SECTION 8.01. Collection of Money............................................ SECTION 8.02. Bond Account................................................... SECTION 8.03. Other Accounts................................................. SECTION 8.04. Release of Trust Estate........................................ SECTION 8.05. Opinion of Counsel............................................. ARTICLE IX SUPPLEMENTAL INDENTURES SECTION 9.01. Supplemental Indentures Without Consent of Bondholders......... SECTION 9.02. Supplemental Indentures With Consent of Bondholders............ SECTION 9.03. [Reserved]..................................................... SECTION 9.04. Delivery of Supplements and Amendments......................... SECTION 9.05. Execution of Supplemental Indentures........................... SECTION 9.06. Effect of Supplemental Indentures.............................. SECTION 9.07. Conformity with Trust Indenture Act............................ SECTION 9.08. Reference in Bonds to Supplemental Indentures.................. ARTICLE X PAYMENTS SECTION 10.01. Payment of Principal, Premium (if any) and Interest........... ARTICLE XI OPTIONAL REDEMPTION OF BONDS BY ISSUER AND SPECIAL REDEMPTION OF BONDS SECTION 11.01. Optional Redemption by Issuer................................. SECTION 11.02. Form of Optional Redemption or Special Redemption Notice..................................................... SECTION 11.03. Bonds Payable on Redemption Date or Special Redemption Date............................................ [SECTION 11.04. Special Redemptions.......................................... ARTICLE XII BONDHOLDERS' MEETING SECTION 12.01. Purposes for Which Meetings May Be Called..................... SECTION 12.02. Manner of Calling Meetings.................................... SECTION 12.03. Call of Meeting by Issuer or Bondholders...................... SECTION 12.04. Who May Attend and Vote at Meetings........................... SECTION 12.05. Regulations May Be Made by Indenture Trustee.................. SECTION 12.06. Manner of Voting at Meetings and Records To Be Kept........... SECTION 12.07. Exercise of Rights of Indenture Trustee and Bondholders Not To Be Hindered or Delayed.............................. ARTICLE XIII MORTGAGE COLLATERAL AND SERVICING SECTION 13.01. Delivery of Mortgage Collateral............................... SECTION 13.02. Servicing and Administration of the Pledged Mortgage Loans...................................................... SECTION 13.03. Releases of Pledged Mortgage Loans and REO Properties.......... SECTION 13.04. Certain Designations of the Master Servicer and the Special Servicer........................................... ARTICLE XIV MISCELLANEOUS SECTION 14.01. Compliance Certificates and Opinions, etc..................... SECTION 14.02. Form of Documents Delivered to Indenture Trustee.............. SECTION 14.03. Acts of Bondholders........................................... SECTION 14.04. Notice, etc., to Indenture Trustee and Issuer................. SECTION 14.05. Notices to Bondholders; Notification Requirements and Waiver................................................. SECTION 14.06. Alternate Payment and Notice Provisions....................... SECTION 14.07. Conflict with Trust Indenture Act............................. SECTION 14.08. Effect of Headings and Table of Contents...................... SECTION 14.09. Successors and Assigns........................................ SECTION 14.10. Separability Clause........................................... SECTION 14.11. Benefits of Indenture......................................... SECTION 14.12. Legal Holidays................................................ SECTION 14.13. GOVERNING LAW................................................. SECTION 14.14. Execution Counterparts........................................ SECTION 14.15. Recording of Indenture........................................ SECTION 14.16. Trust Obligation.............................................. SECTION 14.17. No Petition................................................... SECTION 14.18. Inspection.................................................... SECTION 14.19. Usury......................................................... SECTION 14.20. Notice to the Indenture Trustee, the Issuer and Certain Other Persons.............................................. SECTION 14.21 Tax Treatment................................................. INDENTURE, DATED AS OF _________, 199__ RELATING TO COLLATERALIZED MORTGAGE BONDS, Cross-reference sheet showing the location in this Indenture of the provisions inserted pursuant to Sections 310 through 318(a) inclusive of the Trust Indenture Act of 1939 TIA Indenture Section --- ----------------- Section 310 (a)(1) 6.08 (a)(2) 6.08 (a)(3) 6.13(b) (a)(4) Not Applicable (a)(5) 6.08 (b) 6.08, 6.09(c), 6.09(g) Section 311 (a) 6.12 (b) 6.12 Section 312 (a) 7.01, 7.02(a) (b) 7.02(b) (c) 7.02(c) Section 313 (a) 6.02, 7.03(a) (b) 7.03(a) (c) 7.03(a) (d) 7.03(b) Section 314 (a) 3.12, 7.04(a) (b) 3.08 (c)(1) 2.10(b), 4.01, 8.04(c), 14.01(a) (c)(2) 2.10(b), 4.01, 8.04(c), 14.01(a) (c)(3) 2.10(b), 4.01, 8.04(c), 14.01(a) (d)(1) 8.04(c), 14.01(a) (d)(2) 2.10(b), 8.04(c), 14.01(a) (d)(3) 2.10(b), 8.04(c), 14.01(a) (e) 14.01(a) Section 315 (a) 6.01(a) (b) 6.02 (c) 6.01(b) (d) 6.01(c) (e) 5.14 Section 316 (a)(1)(A) 5.02, 5.12 (a)(1)(B) 5.02, 5.13 (a)(2) Not Applicable (b) 5.08 Section 317 (a)(1) 5.03, 5.04 (a)(2) 5.03 (b) 3.03 Section 318 (a) 14.07 Note: This cross-reference sheet shall not, for any purpose, be deemed to constitute a part of this Indenture. RECITALS INDENTURE dated as of __________, 199_ between ICCMAC COMMERCIAL TRUST [________] (the "Issuer", which term includes any successor entity hereunder), a business trust created under the laws of __________ pursuant to the Deposit Trust Agreement referred to below and acting through _____________, not in its individual capacity but solely as owner trustee under such Deposit Trust Agreement (the "Owner Trustee", which term includes any successor entity hereunder and thereunder), and _____________, a _____________, as indenture trustee (the "Indenture Trustee", which term includes any successor entity hereunder). PRELIMINARY STATEMENT The Issuer is a trust organized by the Depositor pursuant to a Deposit Trust Agreement dated as of __________, 199_ (the "Deposit Trust Agreement"), by and between the Owner Trustee and the Depositor. The Issuer will act at all times through the Owner Trustee. The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of $__________ in aggregate Principal Amount of its Collateralized Mortgage Bonds, Series 199_-_ (the "Bonds"). The Bonds are issuable as provided in this Indenture, dated as of __________, 199_, as amended or supplemented from time to time, referred to as the "Indenture". All covenants and agreements made by the Issuer in this Indenture are for the benefit and security of the Holders of the Bonds. The Issuer is entering into this Indenture, and the Indenture Trustee is accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. All things necessary to cause the Bonds, when the Bonds are executed by the Issuer and authenticated and delivered by the Indenture Trustee as provided herein, to constitute the valid and legally binding obligations of the Issuer enforceable in accordance with their terms, and to cause this Indenture to constitute a valid and legally binding agreement of the Issuer enforceable in accordance with its terms, have been done. GRANTING CLAUSES The Issuer hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Bonds to secure the obligations of the Issuer hereunder, a senior lien and security interest in 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 Schedule of Mortgage Collateral annexed to this Indenture as Schedule I (with respect to the Bonds, the "Pledged Mortgage Loans"), and all payments thereon from and after the Cut-off Date, together with the related Mortgage 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 (collectively, with respect to the Bonds, the "Mortgage Collateral"); (b) the rights of the Issuer to enforce remedies against the Master Servicer or the Special Servicer under the Servicing Agreement, against the Administrator under the Administration Agreement (provided that the Issuer retains the right to give instructions and directions to the Administrator thereunder), against the Depositor under the Deposit Trust Agreement and, as assignee of the Depositor, against the Seller under the Mortgage Loan Purchase Agreement; (c) the Bond 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 (the foregoing items (a), (b), (c), (d), (e) and (f) collectively, with respect to the Bonds, the "Trust Estate"). The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required. AND IT IS HEREBY COVENANTED AND DECLARED that the Bonds are to be authenticated and delivered by the Indenture Trustee, that the Trust Estate is to be held by or on behalf of the Indenture Trustee and that monies in the Trust Estate are to be applied by the Indenture Trustee for the benefit of the Bondholders, subject to the further covenants, conditions and trusts hereinafter set forth, and the Issuer does hereby represent and warrant, and covenant and agree, to and with the Indenture Trustee, for the equal and proportionate benefit and security of each Bondholder, as follows: ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.01. Definitions. (A) The following terms have the respective meanings set forth below for all purposes of this Indenture. "Account": Any account or fund, including any Pledged Fund or Account established hereunder. "Accountants": A person engaged in the practice of accounting who (except when this Indenture requires an Independent Accountant) may be employed by or affiliated with the Issuer or an Affiliate of the Issuer. "Accrual Date": __________, 199_. "Accrual Termination Date": With respect to a Class of Compound Interest Bonds, the first Payment Date as of which all interest accrued in respect of the Bonds of such Class during the related Interest Accrual Period is, subject to available funds, payable in full. "Act": As defined in Section 14.03 hereof. "Additional Expense": Any costs, expenses and liabilities (exclusive of Administrative Expenses and Servicing Expenses) that are required to be borne by the Issuer or otherwise in respect of the Trust Estate in accordance with applicable law or the terms of this Indenture (including any federal, state and local taxes and the cost of various opinions of and advice from counsel required to be obtained in connection with the Indenture Trustee's performance of its duties under this Indenture). "Administration Agreement": The Administration Agreement, dated as of __________, 199_, between the Administrator and the Issuer, a copy of which agreement is attached hereto as Exhibit G. "Administration Fee": An amount equal to ___________________. "Administrative Expenses": The fees and expenses of the Indenture Trustee payable thereto pursuant to Section 6.07[, the Owner Trustee Fee, the Administration Fee, and the fees of the Rating Agencies in connection with the Bonds, to the extent such fees of the Rating Agencies are due and payable after the Closing Date]. "Administrator": ______________________ or its successor in interest. "Adverse Rating Event": With respect to any Class of Rated Bonds, as of any date determination, the qualification, downgrade or withdrawal of the rating then assigned thereto 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. "Assumed Final Payment Date": With respect to any Class of Bonds, the Payment Date specified below, on which the final payment would occur with respect to such Class based on the Maturity Assumptions: Class A-1 _________________, 199_ Class A-2 _________________, 199_ Class B _________________, 199_ Class C _________________, 199_ Class D _________________, 199_ Class E _________________, 199_ Class F _________________, 199_ "Authenticating Agent": As defined in Section 2.04(c). "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); 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 Payment Amount": With respect to any Payment Date, the amount on deposit in the Bond Account as of _________, New York City time, on such Payment Date, exclusive of (i) any portion thereof that represents any Prepayment Premiums actually collected during the related Collection Period and (ii) any portion thereof that may be withdrawn from the Bond Account pursuant to any of clauses (ii) through (iv) of Section 8.02. "Bankruptcy Code": The federal Bankruptcy Code, as amended from time to time (Title 11 of the United States Code). "Bond": Shall mean a Class A-1 Bond, class A-2 Bond, Class B Bond, Class C Bond, Class D Bond, Class E Bond or Class F Bond, as applicable. "Bond Account": As defined in Section 8.02. "Bond Factor": With respect to any Class of Bonds, as of any date of determination, a fraction, expressed as a decimal carried to six places, the numerator of which is the then aggregate Principal Amount of such Class, and the denominator of which is the initial aggregate Principal Amount of such Class. "Bond Interest Rate": With respect to any Class of Bonds, means the applicable rate per annum specified opposite such Class below: Class A-1: ____% Class A-2: ____% Class B: ____% Class C: ____% Class D: ____% Class E: ____% Class F: ____% "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 Register" and "Bond Registrar": The respective meanings specified in Section 2.05. "Bondholder": The Person in whose name a Bond is registered on the Bond Register. "Bonds": As defined in the Recitals to this Indenture. "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 hereof; 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 institutions in _________________________, New York, New York or any other city in which the Corporate Trust Office is then located, are authorized or obligated by law or executive order to be closed. "Cash Flow Agreement": Shall mean (i) any guaranteed investment contract pursuant to which monies held in any Account with respect to the Bonds are invested, (ii) any interest rate exchange agreement, interest rate cap or floor agreement, or other agreement designed to reduce the effects of interest rate fluctuations on the Mortgage Collateral or on one or more Classes and (iii) any letter of credit, surety bond, insurance policy, guarantee or other agreement or instrument intended to offset a slower than anticipated rate of principal payments, collections and/or distributions on the Mortgage Collateral. "Class": All Bonds having the same alphabetical and/or numerical class designation and otherwise having the same characteristics. "Class A Bond": Any Class A-1 Bond or Class A-2 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 hereto. ["Class A Principal Payment Cross-Over Date": The first Payment Date as of which the aggregate Principal Amount of the Class A Bonds outstanding immediately prior thereto equals or exceeds the sum of (a) the aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding immediately following such Payment Date, plus (b) the lesser of (i) the Principal Payment Amount for such Payment Date and (ii) the portion of the Available Payment Amount for such Payment Date that will remain after the payments of interest payable on the Class A Bonds on such Payment Date.] "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 hereto. "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-3 attached hereto. "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-4 attached hereto. "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-5 attached hereto. "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-6 attached hereto. "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-7 attached hereto. "Closing Date": _____________, 199_. "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": Shall mean 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 hereunder. "Commission": The Securities and Exchange Commission or any successor. "Compound Interest Bond": Any Bond on which interest accrues and is periodically added (in whole or in part) to the principal of such Bond in accordance with the terms thereof, but with respect to which no principal shall be payable except during the period or periods specified herein and with respect to which no interest (or only a portion of the accrued interest) is payable until the Payment Date on or following the Accrual Termination Date. "Controlling Class": Shall mean any Class or Classes of Bonds designated as such, as contemplated by Section 3.15(a)(vii). "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 this Indenture shall be administered, which is located at___________________________________. "Credit Support Agreement": Shall mean any instrument or agreement issued by a bank, insurance company or other financial institution, including an instrument or agreement in the form of an irrevocable letter of credit, a committed line of credit, a repurchase commitment, a surety bond, a financial guaranty insurance policy, cash collateral account or an insurance contract which assures payment of all or any part of the principal of or interest on the Bonds, or one or more Classes of Bonds or the Mortgage Collateral, or a servicer's or master servicer's obligation, if any, to make advances on the Mortgage Collateral. "Custodian": A Person who is at any time appointed by the Indenture Trustee pursuant to Section 6.14 as a document custodian. "Cut-off Date": _____________, 199_. "Definitive Bond": As defined in Section 2.12(a). "Deposit Trust Agreement": The Deposit Trust Agreement, dated as of ___________, 199_, between the Depositor and the Owner Trustee, pursuant to which the Issuer was created. "Depositor": As defined in the Recitals to this Indenture. "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(3) 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. "Designated Interest Accrual Date": Shall mean the date preceding a Redemption Date or Special Redemption Date through which accrued interest is paid upon redemption or special redemption. "DOL": The 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. ["Duff & Phelps": Duff & Phelps Credit Rating Co. or its successor in interest.] "Eligible Account": Any of (i) an account maintained with a federal or state chartered depository institution or trust company, the long-term deposit or long-term unsecured debt obligations of which (or of such institution's parent holding company) are rated at least "[___]" (or the equivalent) by each Rating Agency (if the deposits are to be held in the account for more than 30 days), or the short-term deposit or short-term unsecured debt obligations of which (or of such institution's parent holding company) are rated at least "[___]" (or the equivalent) by each Rating Agency (if the deposits are to be held in the account for 30 days or less), in any event at any time funds are on deposit therein, or (ii) a segregated trust account 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 regarding fiduciary funds on deposit therein substantially similar to 12 CFR ss. 9.10(b), and which, in either case, has a combined capital and surplus of at least $50,000,000 and is subject to supervision or examination by federal or state authority, or (iii) any other account that is acceptable to the Rating Agencies (as evidenced by written confirmation from each Rating Agency that the use of such account would not, in and of itself, result in an Adverse Rating Event with respect to any Class of Bonds). "Enhancement": Shall mean any Credit Support Agreement, Cash Flow Agreement or Reserve Fund. "ERISA": The Employee Retirement Income Security Act of 1974, as amended. "Excess Cash Flow": Shall mean certain monies held hereunder that as of any Payment Date are in excess of that necessary to pay in accordance herewith any Administrative Expenses, Servicing Expenses and Additional Expenses then remaining unpaid and principal, premium (if any) and interest then due and owing on the Bonds. "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. "FAMC": The Federal Agricultural Mortgage Corporation or any successor thereto. "FDIC": The Federal Deposit Insurance Corporation or any successor thereto. "FHA": The Federal Housing Administration or any successor thereto. "FHLMC": The Federal Home Loan Mortgage Corporation or any successor thereto. ["Fitch": Fitch IBCA, Inc. and its successors in interest.] "FNMA": The Federal National Mortgage Association or any successor thereto. "GAAP": Generally accepted accounting principles as in effect in the United States. "GNMA": The Government National Mortgage Association or any successor thereto. "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. "Highest Lawful Rate": As defined in Section 14.19. "Holder": A Bondholder. "Indenture Trustee": __________, a __________, in its capacity as trustee under this Indenture, or its successor in interest, or any successor trustee appointed as provided in this Indenture. "Independent": When used with respect to any specified Person, any such Person who (i) is in fact independent of the Issuer, any other obligor on the Bonds, the Depositor 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, such other obligor, the Depositor or any Affiliate thereof, and (iii) is not connected with the Issuer, such other obligor, the Depositor or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions. "Individual Bond": A Bond with an original Principal Amount of $________. "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. "Interest Accrual Period": With respect to any Payment Date, [the calendar month preceding the month in which such Payment Date occurs]. "Interest Only Bond": A Bond entitled to receive payments only of interest based upon the Notional Amount of the Bond and/or premium (if any) (but not payments of principal). "Interest Payment Adjustment": For purposes of determining the Yield Maintenance Amount in respect of any Class of Bonds for any Payment Date, an amount equal to one-twelfth of the product of the applicable Bond Interest Rate multiplied by the portion of the Principal Prepayment Amount for such Payment Date payable on such Class of Bonds. The portion of the Principal Prepayment Amount, if any, for any Payment Date that is paid on any Class of Bonds shall equal the product of (a) the entire Principal Prepayment Amount for such Payment Date, multiplied by (b) a fraction, the numerator of which is the portion, if any, of Principal Payment Amount for such Payment Date that is paid on such Class of Bonds, and the denominator of which is the entire Principal Payment Amount for such Payment Date. "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": As defined in the first paragraph of this Indenture. "Issuer Default": Any occurrence which is, or with notice or the lapse of time or both would become, an Issuer Event of Default. "Issuer Event of Default": As defined in Section 5.01. "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. "Master Servicer": As defined in Section 13.02. "Maturity": With respect to any Bond, the date, if any, as of which the principal of and interest on such Bond has become due and payable as herein provided, whether at Stated Maturity, if any, by declaration of acceleration or otherwise. "Maturity Assumptions": ____________________________. ["Moody's": Moody's Investors Service, Inc. or its successor in interest.] "Mortgage Collateral": As defined in the Granting Clause. "Mortgage Collateral Pool": Shall mean the segregated pool consisting of all Mortgage Collateral securing the Bonds. "Mortgage File": With respect to any Pledged Mortgage Loan, collectively, the following documents: (i) the original executed Mortgage Note, endorsed "Pay to the order of ______________, as trustee for the registered holders of ICCMAC Commercial Trust [_____], Collateralized Mortgage Bonds, Series 199_-_, without recourse"; (ii) an original or copy of the Mortgage and of any intervening assignments thereof that precede the assignment referred to in clause (iv) of this definition, in each case (unless such document has not yet been returned from the applicable recording office) with evidence of recording indicated thereon; (iii) an original or copy of any related Assignment of Leases (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, in each case (unless such document has not yet been returned from the applicable recording office) with evidence of recording indicated thereon; (iv) an original executed assignment of the Mortgage, in favor of _______________, as trustee for the registered holders of ICCMAC Commercial Trust [______], Collateralized Mortgage Bonds, Series 199_-__, in recordable form; (v) an original assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage), in favor of ________________, as trustee for the registered holders of ICCMAC Commercial Trust [______], Collateralized Mortgage Bonds, Series 199_-__, in recordable form; (vi) originals or copies of any written modification agreements in those instances where the terms or provision of the Mortgage or Mortgage Note have been modified; (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; and (viii) filed copies of any prior UCC Financing Statements in favor of the originator of such Pledged Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the Seller had possession of such UCC Financing Statements prior to the Closing Date) and, if there is an effective UCC Financing Statement in favor of the Seller on record with the applicable public office for UCC Financing Statements, an original UCC-2 or UCC-3, as appropriate, in favor of _______________, as trustee for the registered holders of ICCMAC Commercial Trust [______], Collateralized Mortgage Bonds, Series 199_-_; provided that whenever the term "Mortgage 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 the Trustee or Custodian has actual knowledge of their existence. "Mortgage Loan": An obligation incurred in connection with a transaction in real property, including indebtedness evidenced by a note, bond or other written evidence of such indebtedness and secured by a mortgage, deed of trust, deed to secure debt or similar document or instrument creating a lien on the related Mortgaged Property, together with all related loan documents, and including Mortgage Loans which at the time of their Grant are subperforming or non-performing. "Mortgage Loan Purchase Agreement": That certain Mortgage Loan Purchase and Sale Agreement, dated as of ____________, 199_, between the Depositor and the Seller and relating to the transfer of the Pledged Mortgage Loans to the Depositor, a copy of which agreement is attached hereto as Exhibit F. "Mortgaged Property": The real multifamily or commercial property, together with improvements thereto, securing any Mortgage Loan. "Nominee": A person in whose name Collateral Granted to the Indenture Trustee may be recorded, registered or issued as the designated nominee of the Indenture Trustee in lieu of registration in the name of the Indenture Trustee, provided that the following conditions shall be satisfied in connection with such issuance or registration: (a) the instruments governing the creation and operation of the nominee provide that neither the nominee nor any owner of an interest in the nominee (other than the Indenture Trustee) shall have any interest, beneficial or otherwise, in any item of Collateral at any time held in the name of the nominee, except for the purpose of transferring and holding legal title thereto; (b) the nominee and the Trustee have entered into a binding agreement: (i) establishing that any Collateral held in the name of the nominee is held by the nominee as agent (other than commission agent or broker) or nominee for the account of the Indenture Trustee, and (ii) appointing the Indenture Trustee as the agent and attorney of the nominee with full power and authority irrevocably to sell, assign, endorse, transfer and deliver any item of Collateral standing in the name of the nominee, and to execute and deliver all such instruments as may be necessary and proper for such purpose; and (c) in connection with the recordation or registration of any item of Collateral in the name of the nominee all requirements under applicable law and governmental regulations necessary to effect a valid recordation, registration, issuance or transfer of such Collateral are complied with. "Non-Registered Bond": Any Bond that has not been registered under the Securities Act. "Notional Amount": A hypothetical or notional amount on which a Bond accrues interest from time to time. "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. Unless otherwise specified, any reference in this Indenture to an Officer's Certificate shall be to an Officer's Certificate of the Issuer. "Opinion of Counsel": A written opinion of an attorney at law admitted to practice before the highest court of any State and who may, except as otherwise expressly provided in this Indenture, be counsel for the Issuer (including in-house counsel employed full-time by the Issuer or any Affiliate); provided that any Opinion of Counsel relating to federal income tax matters shall be an opinion of Independent outside counsel. "OTS": The Office of Thrift Supervision or any successor thereto. "Outstanding": Shall mean, as of any date of determination, all Bonds theretofore authenticated and delivered under this Indenture, except: (i) Bonds theretofore cancelled 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 hereunder 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 this 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 Principal Amount or Notional 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. "Overcollateralization Amount": As of any date of determination, the amount, if any, by which the aggregate Stated Principal Balance of the Mortgage Pool exceeds the then aggregate Principal Amount of all the Bonds. "Owner Trust Certificates": The owner trust certificates issued under a Deposit Trust Agreement and evidencing the entire beneficial ownership interest in a Trust. "Owner Trustee": As defined in the first paragraph of this Indenture. "Owner Trustee Fee": An annual fee of $__________. "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": Shall mean the Indenture Trustee or any other Person that meets the eligibility standards for a Paying Agent specified in Section 3.03 and is authorized and appointed pursuant to Section 3.03 by the Issuer to pay the principal of, premium (if any) on or interest on any Bonds on behalf of the Issuer. The principal office of the Paying Agent is __________________________________________. "Payment Date" Shall mean the ___ day of each calendar month (or if such day is not a Business Day, the immediately succeeding Business Day), commencing in _______, 199_. "Permitted Investments": Any one or more of the following obligations or securities: (i) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality thereof, provided such obligations are backed by the full faith and credit of the United States, have a predetermined, fixed amount of principal due at maturity (that cannot vary or change), do not have an "r" highlight attached to any rating, and each obligation has a fixed interest rate or has its interest rate tied to a single interest rate index plus a single fixed spread; (ii) certain obligations of agencies or instrumentalities of the United States that are not backed by the full faith and credit of the United States, provided such obligations have a predetermined, fixed amount of principal due at maturity (that cannot vary or change), do not have an "r" highlight attached to any rating, and each obligation has a fixed interest rate or has its interest rate tied to a single interest rate index plus a single fixed spread; (iii) federal funds, uncertificated certificates of deposit, time deposits, bankers' acceptances and repurchase agreements having maturities of not more than 365 days, of any bank or trust company organized under the laws of the United States or any state thereof, provided that such items are rated in the highest short-term debt rating category of each of the Rating Agencies or, in the case of each Rating Agency, such lower rating as will not result in a qualification, downgrading or withdrawal of the rating then assigned to any Class of Bonds by such Rating Agency (as evidenced in writing by such Rating Agency), do not have an "r" highlight affixed to its rating and its terms have a predetermined fixed amount of principal due at maturity (that cannot vary or change), and each obligation has a fixed interest rate or has its interest rate tied to a single interest rate index plus a single fixed spread; (iv) commercial paper (having original maturities of not more than 365 days) of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation not so incorporated, provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject to any withholding imposed by any non-United States jurisdiction) which is rated in the highest short-term debt rating category of each of the Rating Agencies or, in the case of each Rating Agency, such lower rating as will not result in a qualification, downgrading or withdrawal of the rating then assigned to any Class of Bonds by such Rating Agency (as evidenced in writing by such Rating Agency), do not have an "r" highlight affixed to its rating and its terms have a predetermined fixed amount of principal due at maturity (that cannot vary or change), and each obligation has a fixed interest rate or has its interest rate tied to a single interest rate index plus a single fixed spread; (v) units of money market funds which maintain a constant net asset value and which are rated in the highest applicable rating category of each of the Rating Agencies or, in the case of each Rating Agency, such lower rating as will not result in a qualification, downgrading or withdrawal of the rating then assigned to any Class of Bonds by such Rating Agency (as evidenced in writing by such Rating Agency); or (vi) any other obligation or security acceptable to each Rating Agency, which will not result in a qualification, downgrading or withdrawal of the rating then assigned to any Class of Bonds by such Rating Agency (as evidenced in writing by such Rating Agency); provided that (1) no investment described hereunder shall evidence either the right to receive (x) only interest with respect to such investment or (y) a yield to maturity greater than 120% of the yield to maturity at par of the underlying obligations; and (2) that no investment described hereunder may be purchased at a price greater than par if such investment may be prepaid or called at a price less than its purchase price prior to stated maturity (that cannot vary or change). "Person": Any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, estate, trust, unincorporated organization or government or any agency or political subdivision thereof. "Plan": Any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including insurance company general accounts, that is subject to ERISA or the Code. "Pledged Fund or Account": Any fund or account, including the Bond Account or any Reserve Fund established with respect to, and Granted as security for, the Bonds. "Pledged Mortgage Loan": Any one of the Mortgage Loans transferred to the Indenture Trustee by the Issuer pursuant to the Granting Clause, as from time to time are held as a part of the Trust Estate and as are more fully described on Schedule I attached hereto. "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 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. "Principal Amount": The unpaid principal amount of a Bond Outstanding from time to time (including, in the case of a Compound Interest Bond, any interest added to such principal amount prior to the related Accrual Termination Date), calculated as provided herein. "Principal Only Bond": Any Bond that does not bear a stated Bond Interest Rate and entitles the Holder thereof to payments of principal (but not payments of interest). "Principal Payment Amount": With respect to any Payment Date, the aggregate of the following: [(a) the aggregate of the principal portions of all Scheduled Payments (other than Balloon Payments) and any Assumed Scheduled Payments due or deemed due, as the case may be, in respect of the Pledged Mortgage Loans for their respective Due Dates occurring during the related Collection Period; (b) the aggregate of all Principal Prepayments received on the Pledged Mortgage Loans during the related Collection Period; (c) with respect to any Pledged Mortgage Loan as to which the related Stated Maturity Date occurred during or prior to the related Collection Period, any payment of principal (exclusive of any amounts described in clause (b) above or clause (d) below) made by or on behalf of the related Mortgagor during the related Collection Period, net of any portion of such payment that represents a recovery of the principal portion of any Scheduled Payment (other than a Balloon Payment) due, or the principal portion of any Assumed Scheduled Payment deemed due, in respect of such Pledged Mortgage Loan on a Due Date during or prior to the related Collection Period and not previously recovered; (d) the aggregate of all Liquidation Proceeds and Insurance Proceeds that were received on the Pledged Mortgage Loans during the related Collection Period and that were identified and applied by the Master Servicer as recoveries of principal of such Pledged Mortgage Loans, in each case net of any portion of such amounts that represents a recovery of the principal portion of any Scheduled Payment (other than a Balloon Payment) due, or of the principal portion of any Assumed Scheduled Payment deemed due, in respect of the related Pledged Mortgage Loan on a Due Date during or prior to the related Collection Period and not previously recovered; (e) with respect to any REO Properties acquired in respect of Pledged Mortgage Loans, the aggregate of the principal portions of all Assumed Scheduled Payments deemed due in respect of the related REO Loans for their respective Due Dates occurring during the related Collection Period; (f) with respect to any REO Properties acquired in respect of Pledged Mortgage Loans, the aggregate of all Liquidation Proceeds, Insurance Proceeds and REO Revenues that were received during the related Collection Period in respect of such REO Properties and that were identified and applied by the Master Servicer as recoveries of principal of the related REO Loans, in each case net of any portion of such amounts that represents a recovery of the principal portion of any Scheduled Payment (other than a Balloon Payment) due, or of the principal portion of any Assumed Scheduled Payment deemed due, in respect of the related REO Loan or the predecessor Pledged Mortgage Loan on a Due Date during or prior to the related Collection Period and not previously recovered; and (g) if such Payment Date is subsequent to the initial Payment Date, the excess, if any, of (i) the Principal Payment Amount for the immediately preceding Payment Date, over (ii) the aggregate payments of principal made in respect of the Bonds on such immediately preceding Payment Date.] "Principal Prepayment Amount": With respect to any Payment Date, that portion of the Principal Payment Amount for such Payment Date that represents voluntary Principal Prepayments and other early collections of principal on or in respect of the Pledged Mortgage Loans received in advance of their Stated Maturity Dates. "Proceeding": Any suit in equity, action at law or other judicial or administrative proceeding. "PTCE": A Prohibited Transaction Class Exemption. "QIB": A "qualified institutional buyer" as defined in Rule 144A under the Securities Act. "QRS": A qualified REIT subsidiary within the meaning of Section 856(i) of the Code. "Rated Bond": Any Bond of a Class to which a rating has been assigned by a Rating Agency at the request of the Depositor or Issuer. "Rating Agency": Each of _________________________ and _______. "Redemption Date": The Payment Date specified by the Issuer for the redemption of Bonds of any Class pursuant to Section 11.01. "Redemption Price": With respect to any Bond or Class to be redeemed, in whole or in part, pursuant to Section 11.01, the price to be paid in connection with such redemption. "Registered Bond": Any Bond registered under the Securities Act. "Registered Holder": The Person whose name appears on the Bond Register on the applicable Regular Record Date or Special Redemption Record Date, as the case may be. "Regular Record Date": With respect to any Payment Date, the last Business Day of the month immediately preceding the month in which such Payment Date occurs. "REIT": A real estate investment trust within the meaning of Section 856(a) of the Code. "Release Price": With respect to any Mortgage Loan, a cash price equal to the aggregate of: (a) the outstanding principal balance of such Mortgage Loan as of the date of removal from the Trust Estate, (b) all accrued and unpaid interest on such Mortgage Loan at the related Mortgage Interest Rate to but not including the date of removal, and (c) all related and unreimbursed Servicing Advances. "REO Property": A Mortgaged Property acquired as part of the Trust Estate securing the Bonds through foreclosure, deed-in-lieu of foreclosure or otherwise in connection with a defaulted Mortgage Loan. "Reserve Fund": Shall mean any fund or funds established, funded and maintained hereunder for the same intended purposes as a Cash Flow Agreement or a Credit Support Agreement. "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": With respect to the Indenture Trustee, any officer within the Corporate Trust Office of the Indenture Trustee, including any Vice President, Assistant Vice President, Treasurer, Assistant Treasurer, Secretary, Assistant Secretary or an other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers 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. "Rule 144A": Rule 144A under the Securities Act. "Schedule of Mortgage Collateral": The description of the Mortgage Collateral being Granted to the Trustee on the Closing Date, attached as Schedule I hereto. "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. "Seller": ___________________ or its successor in interest. "Senior Bondholder": A Holder of a Senior Bond. "Senior Bonds": Shall mean any Bond other than a Subordinate Bond. "Servicing Agreement": As defined in Section 13.02. "Servicing Event of Default": Any "Event of Default" or "Servicing Event of Default" on the part of the Master Servicer or the Special Servicer hereunder or under the Servicing Agreement. "Servicing Expense": Any fees, expenses or advances payable or reimbursable to the Master Servicer or the Special Servicer hereunder or under the Servicing Agreement or otherwise in connection with the servicing and administration of the Mortgage Collateral thereunder. "Special Redemption Date": The date in each month (other than any month in which a Payment Date occurs) on which Bonds may be redeemed pursuant to Section 11.04 hereof as part of a special redemption, which date shall be the same day of the month as the day on which the Payment Date occurs. "Special Redemption Price": With respect to any Bond or Class to be redeemed, in whole or in part, pursuant to Section 11.04 as part of a special redemption, the price to be paid in connection with such special redemption. "Special Redemption Record Date": Shall mean the record date for a special redemption, as specified in Section 11.04. "Special Servicer": As defined in Section 13.02. ["Standard & Poor's": Standard & Poor's Rating Services, a Division of the McGraw-Hill 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": With respect to each Class of Bonds, the Payment Date on which the final payment of principal and interest on the Bonds of such Class becomes finally due and payable, as set forth below: Class A-1 _________________, 199_ Class A-2 _________________, 199_ Class B _________________, 199_ Class C _________________, 199_ Class D _________________, 199_ Class E _________________, 199_ Class F _________________, 199_ "Subordinate Bondholders": A Holder of a Subordinate Bond. "Subordinate Bonds": Any Bonds that entitle the Holders thereof to a right to receive timely payment of principal or interest that is subordinated in whole or in part to the prior right of Holders of other Bonds of a different Class. "Substitute Mortgage Collateral": Any Mortgage Collateral that is Granted to the Indenture Trustee as security for the Bonds, as contemplated by Section 2.11, in lieu of any Mortgage Collateral previously so Granted to the Indenture Trustee for such Bonds (or in lieu of cash deposited in any Pledged Fund or Account on the Closing Date). "Successor Person": As defined in Section 3.13(a). "TMP": A taxable mortgage pool within the meaning of the Code. "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 disposing by Transfer 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": As defined in the Recitals to this Indenture. "Trust Estate": As defined in the Granting Clause. "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. "Trustee Report": As defined in Section 15(a) hereof. "UCC Financing Statement": A financing statement executed and in form sufficient for filing pursuant to the Uniform Commercial Code, as in effect in the relevant jurisdiction. "Uniform Commercial Code" or "UCC": The Uniform Commercial Code as in effect in any applicable jurisdiction, as amended from time to time. "Voting Rights": The portion of the voting rights of all of the Bonds which is allocated to any Bond. At all times during the term of this Agreement, ____% of all the Voting Rights shall be allocated among the Class A1, Class A2, Class B, Class C, Class D, Class E and Class F Bonds in proportion to the respective Class Balances. Voting Rights allocated to a Class of Bondholders shall be allocated among such Bondholders in proportion to the Percentage Interests evidenced by their respective Bonds. Allocation of Realized Losses and Collateral Value Adjustments to a Class of Bonds and any other event which changes such Class Balance will result in a corresponding change to such Class' Voting Rights. "Yield Maintenance Amount": With respect to any Class of Bonds, for any Payment Date on which any portion of the Principal Prepayment Amount, if any, is paid thereon on such Payment Date, an amount equal to the present value of a series of equal monthly payments deemed payable on each future Payment Date up to and including the Assumed Final Payment Date for such Class of Bonds, each such monthly payment to be equal to the related Interest Payment Adjustment and to be discounted from the applicable future Payment Date to the then current Payment Date at a per annum rate equal to the sum of (i) the yield per annum on United States treasury securities having a maturity closest to the Assumed Final Payment Date for such Class of Bonds, plus (ii) ___ basis points; and with respect to any Class of Bonds, for any Payment Date on which no portion of a Principal Prepayment Amount is paid thereon on such Payment Date, the Yield Maintenance Amount shall be zero. (b) Whenever used in this Indenture, including in the Preliminary Statement, terms used herein and not defined herein shall have the meanings specified in the Servicing Agreement: SECTION 1.02. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: "indenture securities" means the Bonds; "indenture security holder" means a Bondholder; "indenture to be qualified" means this Indenture; "indenture trustee" or "institutional trustee" means the Indenture Trustee; and "obligor" on the indenture securities means the Issuer and any other obligor on the indenture securities. All other TIA terms used, but not expressly defined, in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the respective meanings assigned to them by such definitions. SECTION 1.03. Rules of Construction. (a) The definition of any term in this Indenture shall be equally applicable to the singular and plural forms of such term and to the masculine, feminine and neuter genders of such term. The words "herein", "hereof", "hereunder" and other words of similar import refer to this Indenture as a whole, and not to any particular Article, Section or other subdivision. (b) References herein to "Articles", "Sections", "Subsections", "Paragraphs", and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Indenture (if the reference is contained in this Indenture). (c) A reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions. (d) The word "or", as used herein, is not exclusive. (e) Accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP. (f) The words "include" and "including" shall mean without limitation by reason of enumeration and shall be construed to be followed by the words "without limitation". (g) The pronouns used herein are used in the masculine and neuter genders but shall be construed as feminine, masculine or neuter, as the context requires. ARTICLE II THE BONDS SECTION 2.01. Form. The Bonds shall be designated as the "ICCMAC Commercial Trust [______], Collateralized Mortgage Bonds, Series 199_-_". Each Class of Bonds shall be in substantially the form set forth in Exhibit A hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange on which the Bonds may be listed, or as may be required by any applicable regulation (whether proposed, temporary or final) promulgated pursuant to the Code, including any legend required in respect of original issue discount on any Bond or Class, as applicable, or as may, consistently herewith, be determined to otherwise be necessary, appropriate or convenient by the Issuer, as evidenced by its execution of the Bonds. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The Definitive Bonds shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) or may be produced in any other manner permitted by the rules of any securities exchange on which the Bonds may be listed, all as determined by the Issuer, as evidenced by its execution of such Bonds. The terms of the Bonds are set forth in Exhibit A hereto. The terms of each Class of Bonds are part of the terms of this Indenture. SECTION 2.02. Initial Aggregate Principal Amount; Classes; Terms. (a) Each Class of Bonds shall bear interest, such interest to commence accruing on the Accrual Date. In the case of each Class of Bonds, such interest shall accrue during each Interest Accrual Period, in accordance with Section 2.07(b) hereof, at the applicable Bond Interest Rate on the aggregate Principal Amount of such Class of Bonds outstanding immediately prior to the related Payment Date. The interest accrued in respect of each Class of Bonds during any Interest Accrual Period will be due and payable thereon on the related Payment Date and, to the extent not paid in full on such Payment Date, on each succeeding Payment Date until paid in full. No interest will accrue on overdue interest in respect of any Bond. (b) The respective Classes of Bonds will be issued on the Closing Date in the aggregate Principal Amounts set forth in Section 2.03 hereof. The aggregate Principal Amount of any Class of Bonds, and the Principal Amount of any particular Bond of such Class, will be reduced only by actual payments of principal made thereon on any Payment Date. (c) Each Bond of a particular Class shall rank pari passu with each other Bond of such Class and be equally and ratably secured by the Trust Estate. (d) This Indenture shall evidence a continuing lien on and security interest in the Trust Estate to secure the full payment of the principal, interest and other amounts due and payable on all the Bonds from time to time, which payments, in the case of any Class of Bonds, shall in all respects be equally and ratably secured hereby without preference, priority or distinction on account of the actual time or times of the authentication and delivery of the Bonds of such Class. (e) The Bonds shall be authenticated and delivered to or at the direction of the Issuer by the Indenture Trustee only upon satisfaction of the conditions set forth in Section 2.10(a) hereof, and the following additional conditions: [Specify additional conditions, if any.] SECTION 2.03. Denominations. The Class A-1, Class A-2, Class B, Class C and Class D Bonds shall be issuable only in denominations corresponding to initial Principal Amounts as of the Closing Date of $_________ and any whole dollar denomination in excess thereof. The Class E and Class F Bonds shall be issuable only in denominations corresponding to initial Principal Amounts as of the Closing Date of $__________ and any whole dollar denomination in excess thereof. [Notwithstanding the preceding paragraph, if Definitive Bonds are issued with respect to any Class of Book-Entry Bonds, such Definitive Bonds shall be issuable only in denominations corresponding to initial Principal Amounts as of the Closing Date of $__________ and any whole dollar denomination in excess thereof.] SECTION 2.04. Execution, Authentication, Delivery and Dating. (a) Subject to the satisfaction of the conditions set forth in Section 2.02 and 2.10 hereof, the Indenture Trustee shall upon Issuer Order authenticate and deliver the [seven] Classes of Bonds for original issue in the following principal amounts: Class A-1, $________________; Class A-2, $__________________; Class B, $____________________; Class C, $____________________; Class D, $____________________; Class E, $____________________; Class F, $____________________. The aggregate principal amounts of such Classes of Bonds outstanding at any time may not exceed such respective amounts. The Bonds that are authenticated and delivered by the Indenture Trustee to or upon the order of the Issuer on the Closing Date shall be dated _____________, 199_. All other Bonds that are authenticated after the Closing Date for any other purpose under the Indenture shall be dated the date of their authentication. (b) The Bonds shall be executed by manual or facsimile signature on behalf of the Issuer by any Authorized Officer of the Owner Trustee. Bonds bearing the manual or facsimile signatures of individuals who were at any time the Authorized Officers of the Owner Trustee shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Bonds or did not hold such offices at the date of such Bonds. No Bond shall be entitled to any benefit under this Indenture, or be valid for any purpose, however, unless there appears on such Bond a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by manual signature, and such certificate of authentication upon any Bond shall be conclusive evidence, and the only evidence, that such Bond has been duly authenticated and delivered hereunder. (c) The Indenture Trustee may, at its option, appoint one or more agents (each an "Authenticating Agent") with power to act on its behalf and subject to its direction in the authentication of Bonds in connection with transfers and exchanges under Sections 2.05 and 2.06, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate the Bonds. For all purposes of this Indenture, the authentication of Bonds by an Authenticating Agent shall be deemed to be the authentication of Bonds "by the Indenture Trustee". Any corporation, bank, trust company or association into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation, bank, trust company or association resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation, bank, trust company or association succeeding to the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation, bank, trust company or association. Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Issuer. The Indenture Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may, or at the direction of the Issuer shall, promptly appoint a successor Authenticating Agent, give written notice of such appointment to the Issuer and give notice of such appointment to the Bondholders. Each Authenticating Agent shall, with respect to acts taken or not taken within the scope of its permitted appointment, be entitled to all limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as if it were the Indenture Trustee. The Indenture Trustee shall be responsible for any compensation and expenses of an Authenticating Agent appointed hereby and shall not be relieved of responsibility for the timely performance of any of its duties and obligations under this Indenture by reason of the appointment of an Authenticating Agent. SECTION 2.05. Registration of Transfer and Exchange of Bonds. (a) The Issuer shall cause to be kept a register (the "Bond Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Bonds and of transfers and exchanges of Bonds as herein provided. The Indenture Trustee shall serve as "Bond Registrar" for the purpose of registering Bonds and transfers and exchanges of Bonds as herein provided. Upon any resignation or removal of the Indenture Trustee as provided herein, the successor trustee shall immediately succeed to its predecessor's duties as Bond Registrar. (b) Subject to any applicable restrictions on transfer provided for in Section 2.13 herein, upon surrender for registration of transfer of any Bond at the office designated by the Issuer pursuant to Section 3.02, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of the same Class in authorized denominations representing a like aggregate Principal Amount or Notional Amount, as applicable. (c) At the option of any Holder, its Bonds may be exchanged for other Bonds of the same Class in different authorized denominations representing a like aggregate Principal Amount or Notional Amount, as applicable, upon surrender of the Bonds to be exchanged at the office designated by the Issuer pursuant to Section 3.02. Whenever any Bonds are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Bonds which the Bondholder making the exchange is entitled to receive. (d) All Bonds issued upon any registration of transfer or exchange of Bonds shall be the valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under this Indenture, as the Bonds surrendered upon such registration of transfer or exchange. (e) Every Bond presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the Holder thereof or its attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange. (f) No service charge shall be imposed for any registration of transfer or exchange of Bonds pursuant to this Section 2.05, but the Issuer, the Indenture Trustee or any other Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such transfer or exchange of Bonds. SECTION 2.06. Mutilated, Destroyed, Lost or Stolen Bonds. If (i) any mutilated Bond is surrendered to the Issuer or the Indenture Trustee, or the Issuer and the Indenture Trustee receive evidence to their satisfaction of the destruction (including mutilation tantamount to destruction), loss or theft of any Bond and the ownership thereof, and (ii) there is delivered to the Issuer and the Indenture Trustee such security or indemnity as may be reasonably required by them to hold each of them and any agent of any of them harmless, then, in the absence of notice to the Issuer or the Indenture Trustee that such Bond has been acquired by a bona fide purchaser, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in lieu of any such mutilated, destroyed, lost or stolen Bond, a new Bond of like Class, tenor and denomination registered in the same manner, dated the date of its authentication and bearing a number not contemporaneously outstanding. If, after the delivery of such new Bond, a bona fide purchaser of the Predecessor Bond presents for payment or transfer such Predecessor Bond, the Issuer and the Indenture Trustee shall be entitled to recover such new Bond from the Person to whom it was delivered or any Person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred by the Issuer or the Indenture Trustee in connection therewith. If any such mutilated, destroyed, lost or stolen Bond shall have become, or within seven days shall be, due and payable, or shall have been selected or called for redemption, instead of issuing a new Bond, the Issuer may pay such Bond when so due or payable or upon the Redemption Date or Special Redemption Date without surrender thereof, except that any mutilated Bond shall be surrendered. Upon the issuance of any new Bond under this Section 2.06, the Issuer, the Indenture Trustee or any other Bond Registrar may require payment of an amount sufficient to pay or discharge any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Authenticating Agent and the Bond Registrar) in connection therewith. Every new Bond issued pursuant to this Section 2.06 in lieu of any mutilated, destroyed, lost or stolen Bond shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Bond shall be at any time enforceable by any Person, and such new Bond shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Bonds of the same Class duly issued hereunder. The provisions of this Section 2.06 are exclusive and shall preclude (to the extent permitted by applicable law) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Bonds. SECTION 2.07. Payment of Principal and Interest. (a) Except as otherwise provided in Section 2.07(e) below, any installment of interest or principal or any other amount payable on any Bonds on any Payment Date, Redemption Date or Special Redemption Date (whether such installment of interest or principal or such other amount is being punctually paid or duly provided for by the Issuer on such date or is overdue as of such date) shall be paid to the Person in whose name such Bond (or one or more Predecessor Bonds) is registered on the Regular Record Date for such Payment Date or Redemption Date or on the Special Redemption Record Date for such Special Redemption Date, as the case may be. In the case of Bonds other than Book-Entry Bonds, such payment shall be made by check mailed to such Person's address as it appears in the Bond Register on such Regular Record Date or Special Redemption Record Date, or upon written request to the Paying Agent five (5) Business Days prior to the related Regular Record Date or Special Redemption Record Date by any Holder owning Bonds with an aggregate Principal Amount of at least $5,000,000 or an aggregate Notional Amount of at least $10,000,000, by wire transfer in immediately available funds to the account of such Holder specified in the request. Any permitted request for receipt of wire transfers shall remain effective until modified or rescinded by the Holder that requested such wire transfers. In the case of Book-Entry Bonds, such payment shall be made by wire transfer to the Depository in immediately available funds. (b) All computations of interest due with respect to any Bond shall be made as provided in this Section 2.07(b) and on the basis of a 360-day year consisting of 12 30-day months. Each Class that bears interest shall accrue such interest at the applicable Bond Interest Rate specified herein on the applicable aggregate Principal Amount or Notional Amount outstanding from time to time. Interest due and payable on a Payment Date, other than on Compound Interest Bonds, will be equal to the amount of unpaid interest that will have accrued hereunder through the end of the Interest Accrual Period for such Payment Date. The Interest Accrual Periods for any Class may, in each case, end prior to the applicable Payment Date. For each Class of Compound Interest Bonds, interest accrued during each Interest Accrual Period ending on or prior to the applicable Accrual Termination Date will be added to the principal of such Class of Compound Interest Bonds on the related Payment Date, or on such more or less frequent basis. Interest on a Class of Compound Interest Bonds will be due and payable on each Payment Date commencing on the Payment Date coinciding with or next following the Accrual Termination Date for the Class. In the case of the first Payment Date, interest on a Class will accrue from the related Accrual Date. Any overdue payment of interest on any Bond shall bear interest (to the extent that payment thereof shall be legally enforceable) at the applicable Bond Interest Rate from and to _______________________________. (c) The principal of each Bond shall be payable in installments commencing on _____________, 199_ and ending no later than the Stated Maturity thereof, if any, unless such Bond becomes due and payable at an earlier date by declaration of acceleration, call for redemption or special redemption or otherwise. On each Payment Date, payments of principal of the Bonds shall be allocated among the respective Classes of Bonds and shall be allocated among the Bonds of each such Class entitled to some or all of such payments of principal on a pro rata or random lot basis as specified herein. All reductions in the principal amount of a Bond (or one or more Predecessor Bonds) effected by payments of installments of principal made on any Payment Date, Redemption Date or Special Redemption Date shall be binding upon all future Holders of the Bond and of any Bond issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such principal payment is noted on such Bond. (d) The Redemption Price or Special Redemption Price for any Bond, the final installment of principal of any Bond or, in the case of an Interest Only Bond or a Bond that continues to accrue interest after its Principal Amount has been reduced to zero, the final installment of interest thereon payable on any Redemption Date, Special Redemption Date or Payment Date, respectively, shall be paid only upon presentation and surrender of such Bond on or after the related Special Redemption Date, Redemption Date or Payment Date, as the case may be, at the office designated by the Issuer pursuant to Section 3.02 or at the office of any Paying Agent, in either case within the continental United States. Whenever, on the basis of payments, collections and/or distributions on the Mortgage Collateral securing the Bonds received during any applicable period, the entire remaining unpaid principal amount of or, in the case of an Interest Only Bond or a Bond that continues to accrue interest after its Principal Amount has been reduced to zero, the final installment of interest on any Bond will become due and payable on the next Payment Date, Redemption Date or Special Redemption Date, the Paying Agent shall notify the Person in whose name such Bond is registered as of the close of business on the Regular Record Date prior to such Payment Date or Redemption Date or on the Special Redemption Record Date prior to such Special Redemption Date that such final installment is expected to be paid on such Payment Date, Redemption Date or Special Redemption Date, as the case may be, and that any and all interest in respect of such Bond will cease to accrue as of the end of the corresponding Interest Accrual Period for such Payment Date or Redemption Date or as of the Designated Interest Accrual Date for such Special Redemption Date, as the case may be. Such notice shall be mailed no later than the third day prior to such Payment Date, Redemption Date or Special Redemption Date and shall contain the information set forth in, and be mailed in accordance with, Section 11.02. (e) Notwithstanding any of the foregoing provisions with respect to payments of principal of, premium, if any, on and interest on the Bonds, if the Bonds have become or been declared due and payable following an Issuer Event of Default pursuant to Section 5.02 and such acceleration of maturity and its consequences have not been rescinded and annulled, and distributions on the Trust Estate are not being applied pursuant to Section 5.05, then payments of principal of, premium, if any, on and interest on such Bonds shall be made in accordance with Section 5.06. (f) The Bonds are nonrecourse obligations solely of the Issuer and will not be insured or guaranteed by any governmental instrumentality, Imperial Credit Commercial Mortgage Acceptance Corp. or any Affiliate thereof or any other person or entity and will be payable only from the Grant of Collateral. Each Bondholder and the holders of any Bonds now or in the future issued by the Issuer will be deemed to have agreed that they have no rights or claims against the Issuer directly and may only look to the Trust Estate related to the issuance of such Bonds to satisfy the Issuer's obligations hereunder. Notwithstanding the provisions of this Section 2.07(g), but subject to the third paragraph of Section 8.01, the Issuer may at any time advance funds to the Indenture Trustee for the purpose of allowing the Paying Agent to make required payments on the Bonds. If the Issuer makes such an advance, it shall be entitled to withdraw from the related Bond Account on any Payment Date the amount so advanced. (g) As a condition to the payment of principal, premium (if any) and interest on any Bond that may be beneficially owned by a non-U.S. person, without the imposition of United States withholding tax, the Issuer shall require certification or satisfaction of such other procedures as are acceptable to it and the Bond Registrar to enable the Issuer, the Indenture Trustee, the Bond Registrar and any Paying Agent to determine their duties and liabilities with respect to any taxes or other charges that they may be required to deduct or withhold from payments in respect of such Bond under any present or future law or regulation of the United States or any present or future law or regulation of any political subdivision thereof or taxing authority therein or to comply with any reporting or other requirements under any such law or regulation. SECTION 2.08. Persons Deemed Owners. Prior to due presentation for registration of transfer of any Bond, the Issuer, the Indenture Trustee and any Agent thereof shall treat the Person in whose name any Bond is registered (a) on any Regular Record Date or Special Redemption Record Date, for the purpose of receiving payments of principal of, premium, if any, on and interest on such Bond (subject to Section 2.07) and (b) on any other date for any other purpose, as the owner (whether or not such Bond be overdue as to any payment thereon), and none of the Issuer, the Indenture Trustee or any Agent thereof shall be affected by notice to the contrary. SECTION 2.09. Cancellation. All Bonds surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any person other than the Bond Registrar, be delivered to and promptly cancelled by the Bond Registrar. The Issuer may at any time deliver to the Bond Registrar for cancellation any Bonds previously authenticated and delivered hereunder that the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Bond Registrar. No Bonds shall be authenticated in lieu of or in exchange for any Bonds cancelled as provided in this Section 2.09, except as expressly permitted by this Indenture. All cancelled Bonds shall be held by the Bond Registrar in accordance with its standard retention policy unless the Issuer shall direct by an Issuer Order that they be returned to it. SECTION 2.10. Authentication and Delivery of Bonds. (a) Bonds shall be executed by the Issuer and delivered to the Indenture Trustee for authentication, and thereupon the same shall be authenticated and delivered to or at the direction of the Issuer by the Indenture Trustee on the Closing Date, but only upon satisfaction of the following conditions: (i) Issuer Order. The Issuer shall have delivered to the Indenture Trustee an Issuer Order authorizing the execution, authentication and delivery of the Bonds, the Indenture and any agreements to be executed by the Indenture Trustee with respect to such Bonds and specifying the Classes and their respective Stated Maturities, if any, initial aggregate Principal Amounts and/or Notional Amounts, initial Bond Interest Rates, if any, and ratings, if any, assigned by the designated Rating Agency or Rating Agencies. (ii) Indenture and Servicing Agreement. The Indenture and the Servicing Agreement shall have been executed by all parties thereto. (iii) Rating Agency Confirmation. The Issuer shall have delivered to the Indenture Trustee written confirmation (which need not be addressed to the Indenture Trustee) from each designated Rating Agency that it has assigned to the Class or Classes rated by it the ratings specified in the Issuer Order referred to in clause (i) above. (iv) [Additional Terms and Conditions.] (b) In connection with the authentication and delivery of the Bonds, the Issuer shall deliver to the Indenture Trustee an Officer's Certificate, an Opinion of Counsel and (if required by the TIA) a certificate or opinion from an Accountant, in accordance with TIA ss. 314(c) and meeting the applicable requirements of Section 14.01(a). [SECTION 2.11. Substitution of Collateral. Subject to Section 14.01, and only if and to the extent, and under the circumstances, expressly permitted herein, the Issuer or another specified Person may, in substitution of any one or more items of Mortgage Collateral or other Collateral securing the Bonds or any cash deposited in any Pledged Fund or Account on the related Closing Date, deliver other Mortgage Loans and/or other forms of Enhancement as new Collateral.] SECTION 2.12. Book-Entry Bonds. (a) The Class A-1, Class A-2, Class B, Class C and Class D Bonds will be Book-Entry Bonds. The Bonds of each such Class shall initially be issued as one or more Bonds registered in the name of the Depository or its nominee and, except as provided in Section 2.12(c), transfer of such Bonds may not be registered by the Bond Registrar unless such transfer is to a successor Depository that agrees to hold such Bonds for the respective Bond Owners with Ownership Interests therein. The Issuer hereby designates [The Depository Trust Company, at 55 Water Street, New York, New York 10004], as the initial Depository for the Book-Entry Bonds and directs the Indenture Trustee to execute and deliver the Letter of Representations (the form of which is attached hereto as Exhibit H). The bond certificate or certificates representing each Class of the Book-Entry Bonds shall be registered in the name of the nominee of the Depository designated in the Letter of Representations. Such Bond Owners shall hold and transfer their respective Ownership Interests in and to such Bonds through the book-entry facilities of the Depository and, except as provided in Section 2.12(c), shall not be entitled to physical, fully registered Bonds (each a "Definitive Bond") in respect of such Ownership Interests. All transfers by Bond Owners of their respective Ownership Interests in the Book-Entry Bonds shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Bond Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Bonds of Bond Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. (b) The Issuer, the Indenture Trustee and any agent of either may for all purposes, including the making of payments due on the Book-Entry Bonds, deal with the Depository as the authorized representative of the Bond Owners with respect to such Bonds for the purposes of exercising the rights of Bondholders hereunder. The rights of Bond Owners with respect to the Book-Entry Bonds shall be limited to those established by law and agreements between such Bond Owners and the Depository Participants and brokerage firms representing such Bond Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Bonds with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Bond Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Bondholders and shall give notice to the Depository of such record date. (c) If (i) the Issuer advises the Indenture Trustee and the Bond Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to any Class of Book-Entry Bonds, and the Issuer is unable to locate a qualified successor, or (ii) the Issuer at its option advises the Indenture Trustee and the Bond Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to any Class of Book-Entry Bonds (or any portion of any Class thereof), the Bond Registrar shall notify all affected Bond Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Bonds to such Bond Owners requesting the same. Upon surrender to the Bond Registrar of any Class of Book-Entry Bonds (or any portion of any Class thereof) by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, the Definitive Bonds in respect of such Class (or portion thereof) to the Bond Owners identified in such instructions. None of the Issuer, the Indenture Trustee or any Agent thereof shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Bonds for purposes of evidencing ownership of any Book-Entry Bonds, the registered holders of such Definitive Bonds shall be recognized as Bondholders hereunder and, accordingly, shall be entitled directly to all benefits associated with such Definitive Bond and to transfer and exchange such Definitive Bonds. SECTION 2.13.Restrictions on Transfer of Bonds. (a) No transfer, sale, pledge or other disposition of any Non-Registered Bond or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Bond is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or a transfer thereof by the Issuer or one of its Affiliates), then the Bond Registrar shall refuse to register such transfer unless it receives (and upon receipt, it may conclusively rely upon) either: (i) a certificate from the Bondholder desiring to effect such transfer substantially in the form attached as Exhibit D-1A hereto; or (ii) a certificate from the Bondholder desiring to effect such transfer substantially in the form attached as Exhibit D-1B hereto and a certificate from such Bondholder's prospective Transferee substantially in the form attached either as Exhibit D-2A hereto or as Exhibit D-2B hereto; or (iii) an Opinion of Counsel satisfactory to the Indenture Trustee to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Estate or of the Issuer, the Administrator, the Owner Trustee, the Indenture Trustee or the Bond Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Bondholder desiring to effect such transfer and/or such Bondholder's prospective Transferee on which such Opinion of Counsel is based. None of the Issuer, the Depositor, the Indenture Trustee, the Administrator, the Owner Trustee or the Bond Registrar is obligated to register or qualify any Class of Non-Registered Bonds under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Non-Registered Bond or interest therein without registration or qualification. Any Holder of a Non-Registered Bond desiring to effect a transfer of such Non-Registered Bond or interest therein shall, and does hereby agree to, indemnify, the Issuer, the Administrator, the Owner Trustee, the Indenture Trustee and the Bond Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. As of the Closing Date, the [Class A-1, Class A-2, Class B, Class C and Class D Bonds] will constitute Registered Bonds and the [Class E and Class F Bonds] will constitute Non-Registered Bonds. (b) No transfer of any Bond or any interest therein shall be made to a Plan or to any Person who is directly or indirectly purchasing such Bond or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, unless the prospective Transferee of such Bond or interest therein provides the Bond Registrar (in the case of a Definitive Bond) or the Transferor (in the case of a Book-Entry Bond) with (I) a certification of facts and an Opinion of Counsel which establish to the satisfaction of the Indenture Trustee (in the case of a Definitive Bond) or the Transferor (in the case of a Book-Entry Bond) that the purchase and holding of such Bond or interest therein will not constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or result in the imposition of an excise tax under Section 4975 of the Code [and, in the case of the Class ___ and Class ___ Bonds,] will not subject the Issuer, the Owner Trustee, the Administrator, the Master Servicer, the Special Servicer, the Company, the Bond Registrar or the Indenture Trustee to any obligation in addition to those undertaken in this Indenture] or (II) [solely in the case of the Class ___, Class ___, Class ___, Class ___ and Class ___ Bonds,] a certification substantially to the effect that the purchase and holding of such Bond or interest therein by or on behalf of, or with assets of a Plan, will not constitute or result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code or result in the imposition of an excise tax under Section 4975 of the Code and further to the effect of the statements in at least one of the following clauses (i) through [(vii)]: (i) the Transferee is an insurance company and (A) the source of funds used to purchase such Bond is an "insurance company general account" (as such term is defined in PTCE 95-60), (B) the conditions set forth in PTCE 95-60 have been satisfied and (C) there is no Plan with respect to which the amount of such general account's reserves and liabilities for contracts held by or on behalf of such Plan and all other Plans maintained by the same employer (or any "affiliate" thereof, as defined in PTCE 95-60) or by the same employee organization, exceeds 10% of the total of all reserves and liabilities of such general account (as determined under PTCE 95-60) as of the date of the acquisition of such Bonds; (ii) the Transferee is an insurance company and (A) the source of funds used to purchase such Bonds is an insurance company general account, (B) the requirements of Section 401(c) of ERISA and the DOL Regulations to be promulgated thereunder have been satisfied and will continue to be satisfied and (C) the insurance company represents that it understands that the operation of the general account after December 31, 1998 may affect its ability to continue to hold such Bonds after the date which is 18 months after the 401(c) Regulations become final and that unless a Class Exemption or an exception under Section 401(c) of ERISA is then available for the continued holding of such Bonds, it will dispose of such Bonds prior to the date which is 18 months after the 401(c) Regulations become final; (iii) the Transferee is an insurance company and (A) the source of funds used to purchase such Bonds is an "insurance company pooled separate account" (as such term is defined in PTCE 90-1), (B) the conditions set forth in PTCE 90-1 have been satisfied and (C) there is no Plan, together with all other Plans maintained by the same employer (or any "affiliate" thereof, as defined in PTCE 90-1) or by the same employee organization, with assets which exceed 10% of the total of all assets in such pooled separate account (as determined under PTCE 90-1) as of the date of the acquisition of such Bonds; (iv) the Transferee is a bank and (A) the source of funds used to purchase such Bonds is a "collective investment fund" (as defined in PTCE 91-38), (B) the conditions set forth in PTCE 91-38 have been satisfied and (C) there is no Plan, the interests of which, together with the interests of any other Plans maintained by the same employer or employee organization, in the collective investment fund exceed 10% of the total of all assets in the collective investment fund (as determined under PTCE 91-38) as of the date of acquisition of such Bonds; (v) the Transferee is a "qualified professional asset manager" described in PTCE 84-14 and the conditions set forth in PTCE 84-14 have been satisfied and will continue to be satisfied; or (vi) the Transferee is an "in-house asset manager" described in PTCE 96-23 and the conditions set forth in PTCE 96-23 have been satisfied and will continue to be satisfied [or (vii) [described required statements in connection with other applicable Class Exemptions, if any]]. Each Person who acquires any Bond or interest therein (unless it shall have delivered to the Bond Registrar a certification of facts and an Opinion of Counsel as described in clause (I) of the preceding paragraph or a certification as described in clause (II) of the preceding paragraph) shall be deemed to have represented and warranted to and for the benefit of the Issuer, the Owner Trustee, the Administrator, the Master Servicer, the Special Servicer, the Company, the Bond Registrar or the Indenture Trustee that either: (i) it is neither a Plan nor any Person who is directly or indirectly purchasing such Bond or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of such Bond or any interest therein by or on behalf of, or with assets of, such Person will not result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code or the imposition of an excise tax under Section 4975 of the Code (and, in the case of the Class ___ and Class ___ Bonds, will not subject the Issuer, the Owner Trustee, the Administrator, the Master Servicer, the Special Servicer, the Company, the Bond Registrar or the Indenture Trustee to any obligation in addition to those undertaken in the Indenture) and, further, the statements set forth in at least one of clauses (i) through [(vii)] of the preceding paragraph is correct. (c) If a Person is acquiring any Bond or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Bond Registrar (or, in the case of an interest in a Bond that constitutes a Book-Entry Bond, to the Bond Owner that is transferring such interest) a certification to the effect that, and such other evidence as may be reasonably required by the Indenture Trustee (or such Bond Owner) to confirm that, it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in subsections (a) and (b), as applicable, of this Section 2.13. ARTICLE III COVENANTS; WARRANTIES SECTION 3.01. Payment of Principal, Premium (if any) and Interest. Subject to 2.07(c), the Issuer will duly and punctually pay (or will cause to be paid duly and punctually) the principal of and interest on the Bonds in accordance with the terms of the Bonds and this Indenture. The Issuer will cause to be paid all amounts on deposit in the Bond Account on each Payment Date deposited therein pursuant to Section 11.01 hereof (i) for the benefit of the Class A-1 Bonds, to the Class A-1 Bondholders, (ii) for the benefit of the Class A-2 Bonds, to the Class A-2 Bondholders, (iii) for the benefit of the Class B Bonds, to the Class B Bondholders, (iv) for the benefit of the Class C Bonds, to the Class C Bondholders, (v) for the benefit of the Class D Bonds, to the Class D Bondholders, (vi) for the benefit of the Class E Bonds, to the Class E Bondholders and (x) for the benefit of the Class F Bonds, to the Class F Bondholders. Amounts properly withheld under the Code by any Person from a payment to any Bondholder of interest and principal shall be considered as having been paid by the Issuer to such Bondholder for all purposes of this Indenture. The Bonds shall be non-recourse obligations of the Issuer and shall be limited in right of payment to amounts available from the Collateral, as provided in this Indenture. The Issuer shall not otherwise be liable for payments on the Bonds. SECTION 3.02. Maintenance of Office or Agency. The Issuer shall maintain in the continental United States an office or agency where Bonds may be presented or surrendered for payment, where Bonds my be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuer in respect of the Bonds and this Indenture may be served. The Issuer will give prompt written notice to the Indenture Trustee and the Bondholders of the location, and of any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee at the Corporate Trust Office its agent to receive all such presentations, surrenders, notices and demands. The Issuer may also from time to time designate one or more other offices or agencies outside the continental United States where the Bonds may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in accordance with the requirements set forth in the preceding paragraph. The Issuer shall give prompt written notice to the Indenture Trustee and Bondholders of any such designation or rescission and of any change in the location of such office or agency. SECTION 3.03. Money for Bond Payments to Be Held in Trust. All payments of amounts due and payable with respect to any Bonds which are to be made from amounts withdrawn from the related Bond Account pursuant to Section 8.02(b) shall be made on behalf of the Issuer by the Indenture Trustee or another Paying Agent, and no amounts so withdrawn from a Bond Account for payments of Bonds shall be paid over to the Issuer except as provided in this Section 3.03 or as provided in Section 5.06 or 8.02. Any Paying Agent other than the Indenture Trustee shall be appointed by Issuer Order. The Issuer shall not appoint any Paying Agent that does not, at the time of such appointment, meet the qualification and eligibility standards for an Indenture Trustee set forth in Section 6.08. If, either (i) no other Paying Agent shall have been so appointed and shall have executed and delivered the instrument provided for in the second following paragraph or (iii) any such other Paying Agent shall have resigned or been discharged without a successor having been so appointed and having executed and delivered the instrument provided for in the second following paragraph, then the Indenture Trustee shall be the Paying Agent. Whenever the Issuer shall have one or more Paying Agents, it will deliver or contract to have delivered to such Paying Agent or Agents (subject to Section 2.07(g)), on or before the Business Day next preceding each Payment Date, Redemption Date and Special Redemption Date, an aggregate sum sufficient to pay the amounts then becoming due with respect to the Bonds, such sum to be deposited in the Bond Account and held in trust for the benefit of the Persons entitled thereto, and (unless such Paying Agent is the Indenture Trustee) the Issuer will promptly notify the Indenture Trustee of its action or failure so to act. Any monies deposited with a Paying Agent, other than the Indenture Trustee, in excess of an amount sufficient to pay the amounts then becoming due and payable on the Bonds with respect to which such deposit was made shall be retained by such Paying Agent or Agents for application in accordance with Article VIII. The Issuer will cause each such Paying Agent (other than the Indenture Trustee) to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.03, that such Paying Agent will: (i) hold all sums received by it for the payment of Bonds in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will pay such sums to such Persons as herein provided; (ii) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of any default by the Issuer in the making of any payment required to be made; (iii) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, if such Paying Agent is not the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; (iv) if such Paying Agent is not the Indenture Trustee, immediately resign as a Paying Agent and forthwith pay to the successor Paying Agent all sums held by it in trust for the payment of Bonds if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and (v) comply with all requirements imposed upon it under the Code with respect to the withholding from any payments made by it on any Bonds of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trust as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. Subject to the applicable requirements of abandoned property laws, any money held by any Paying Agent in trust for the payment of any amount due with respect to any Bond and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and shall be paid to the Issuer on Issuer Request; and the Holder of such Bond shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Issuer or such Paying Agent with respect to such trust money shall thereupon cease; provided however, that the Issuer or such Paying Agent shall cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City of New York and in the city in which the Corporate Trust Office is then located, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be paid to the Issuer (the cost of such publication to be paid out of such unclaimed funds or, if that is prohibited by law, by the Issuer). SECTION 3.04. Corporate Existence of Owner Trustee. (a) Subject to Sections 3.04(b) and 3.04(c), the Person acting as Owner Trustee shall keep in full effect its existence as a legal entity under the laws of the jurisdiction of its organization. (b) Any successor to the Owner Trustee appointed pursuant to the terms of the Deposit Trust Agreement shall be the successor Owner Trustee under and with respect to this Indenture without the execution or filing of any paper, instrument or further act to be done on the part of the parties hereto. SECTION 3.05. Trust Existence. The Issuer will keep in full effect its existence, rights and franchises as a trust under the laws of Delaware (unless it or any successor Issuer becomes a trust under the laws of any other State or the United States of America in which case the Issuer shall keep in full effect its existence, rights and franchises as a trust under the laws of such other jurisdiction), and will obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Bonds issued thereby, and any other agreement to which it is a party; provided, however, that the Owner Trustee shall not be required to do business as a foreign entity in any jurisdiction for the purposes of satisfying the requirements of this Section 3.05. SECTION 3.06. Payment of Taxes and Other Claims. The Issuer shall pay or discharge or cause to be paid or discharged, before the same shall become delinquent, all taxes, assessments and governmental charges levied or imposed upon the Issuer or upon the income, profits or property of the Issuer, or shown to be due on the tax returns filed by the Owner Trustee on behalf of the Issuer, except any such taxes, assessments, governmental charges or claims which the Owner Trustee on behalf of the Issuer is in good faith contesting in appropriate proceedings and with respect to which reserves are established if required in accordance with GAAP, provided, however, that such failure to pay or discharge will not cause a forfeiture of, or a lien to encumber, any property included in the Trust Estate. The Owner Trustee, in its individual capacity, shall not be liable for any such taxes, assessments, governmental charges or claims. The Indenture Trustee is authorized to pay out of the Bond Account, prior to making payments on the Bonds, any such taxes, assessments, governmental charges or claims which, if not paid, would cause a forfeiture of, or a lien to encumber, any property included in the Trust Estate. SECTION 3.07. Protection of Trust Estate. The Issuer and, if and as directed by the Issuer or by the Holders representing more than 50% of the Voting Rights of the Bonds, the Indenture Trustee will from time to time execute and deliver all such amendments and supplements hereto (subject to Sections 9.01, and 9.03) and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will from time to time take such other action necessary or advisable to: (i) Grant more effectively all or any portion of the Trust Estate; (ii) maintain or preserve the lien (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof; (iii) perfect, publish notice of, or protect the validity of any Grant made or to be made by this Indenture; (iv) enforce any of the items of Collateral, Permitted Investments or other instruments or agreements included in the Trust Estate; or (v) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee, and of the Holders of Bonds, in such Trust Estate against the claims of all Persons and parties. The Issuer hereby designates the Indenture Trustee, its agent and attorney-in-fact, to execute any financing statement, continuation statement or other instrument required pursuant to this Section 3.07; provided that, subject to and consistent with Section 4.01, the Indenture Trustee will not be obligated to prepare or file any such statements or instruments. SECTION 3.08. Opinions as to Trust Estate. (a) Promptly (and in any event within 90 days) after the Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture as is necessary to make effective the lien intended to be created by this Indenture with respect to the Trust Estate, and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien effective. (b) On or before March 30 of each calendar year commencing more than three months after the Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture as is necessary to maintain the lien of this Indenture with respect to the Trust Estate, and reciting the details of such action, or stating that, in opinion of such counsel, no such action is necessary to maintain such lien. SECTION 3.09. Performance of Obligations. (a) The Issuer will not take any action, and will use its best efforts not to permit any action to be taken by others, which would release any Person from any of such Person's covenants or obligations under any instrument included in the Trust Estate, or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument, except as expressly provided in this Indenture or such other instrument; provided, however, the Issuer may take any such action with respect to any such instrument if such action relates solely to rights under such instrument that are not included in the Trust Estate. (b) The Issuer may contract with other Persons to assist it in performing its duties hereunder and any performance of such duties (other than execution of Issuer Orders, Issuer Requests and Officer's Certificates of the Issuer) by a Person identified to the Indenture Trustee in an Officer's Certificate of the Issuer shall be deemed action taken by the Issuer for all purposes hereunder. SECTION 3.10. Payment of Certain Fees. The Indenture Trustee is authorized and directed to pay out of the Bond Account, prior to making payments on the Bonds, the fees and expenses of the Owner Trustee in accordance with the Deposit Trust Agreement, the fees of any of the Persons referred to in Section 3.09(b) assisting the Issuer with respect to the Bonds and the fees of any Rating Agency assigning a rating to the Bonds. [Otherwise, the Issuer or another party will be responsible for such fees.] SECTION 3.11. Negative Covenants. The Issuer shall not: (i) sell, transfer, exchange or otherwise dispose of any of the Trust Estate, except as expressly permitted by this Indenture; (ii) claim any credit on, make any deduction from the principal, premium, if any, or interest payable in respect of the Bonds (other than amounts properly withheld from such payments under the Code or any applicable state law) for or assert any claim against any present or former Bondholder by reason of the payment of any taxes levied or assessed upon any of the Trust Estate; (iii) (A) permit the validity or effectiveness of this Indenture or any Grant under this Indenture to be impaired, or permit the lien of this Indenture with respect to the Trust Estate to be subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby, (B) permit any lien, charge, adverse claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture and any other lien expressly permitted hereby) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof, except as expressly permitted hereby, or (C) permit the lien of this Indenture not to constitute a valid first priority perfected security interest in the Trust Estate (subject only to those liens expressly permitted hereby to be senior to the lien of this Indenture); (iv) dissolve or liquidate, in whole or in part, except as expressly permitted by this Indenture; (v) engage, directly or indirectly, in any business other than that arising out of the issuance of Bonds, and the actions contemplated or required to be performed under this Indenture or the documents constituting part of the Trust Estate; (vi) incur, create or assume any indebtedness for borrowed money other than pursuant to this Indenture or any related Enhancement in connection with the issuance of the Bonds; (vii) make or permit to remain outstanding, any loan or advance to, or own or acquire any stock or securities of, any Person other than the Mortgage Collateral and any other instruments constituting part of the Trust Estate; (viii) voluntarily file a petition for bankruptcy, reorganization, assignment for the benefit of creditors or similar Proceeding; (ix) take any other action that is expressly prohibited in the Indenture; or (x) act in a manner that would endanger its status as a QRS. SECTION 3.12. Annual Statement as to Compliance. On or before March 30 in each calendar year, commencing March 30 of the calendar year following the Closing Date, the Issuer shall deliver to the Indenture Trustee, a written statement signed by an Authorized Officer of the Owner Trustee, stating that: (a) a review of the activities of the Issuer during the preceding calendar year and of performance under this Indenture has been made under his or her supervision; and (b) to the best of such officer's knowledge, based on such review, the Issuer has fulfilled all its obligations under this Indenture throughout the preceding calendar year, or, if there has been an Issuer Default in the fulfillment of any such obligation, specifying each such Issuer Default known to him or her and the nature and status thereof. SECTION 3.13. Issuer may Consolidate, Etc., only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person or convey or transfer the Trust Estate to any Person without the consent of the Holders of Bonds representing not less than 66-2/3% of the Voting Rights of the Bonds, and unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger or that acquires by conveyance or transfer the Trust Estate (the "Successor Person"), shall be a Person organized and existing under the laws of the United States of America or any State, and shall have expressly assumed, by a supplemental indenture, executed and delivered to the Indenture Trustee, (A) the obligation (to the same extent as the Issuer was so obligated) to make payments of principal, interest and other amounts on the Bonds and (B) the obligation to perform every covenant of this Indenture on the part of the Issuer herein to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Issuer Default or Issuer Event of Default shall have occurred and be continuing; (iii) the Issuer shall have caused the Indenture Trustee to have received written confirmation from each Rating Agency rating any of the Bonds, to the effect that the consummation of such transaction will not result in an Adverse Rating Event with respect to any Class of such Bonds; (iv) the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer and such supplemental indenture comply with and satisfy all conditions precedent relating to the transactions set forth in this Section 3.13 and in Article IX; and (v) the Successor Person shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that, with respect to a Successor Person that is a corporation, partnership, limited liability company or trust, such Successor Person shall be duly organized, validly existing and in good standing in the jurisdiction in which such Successor Person is organized; that the Successor Person has sufficient power and authority to assume the obligations set forth in clause (i) above and to execute and deliver an indenture supplemental hereto for the purpose of assuming such obligations; that the Successor Person has duly authorized the execution, delivery and performance of an indenture supplemental hereto for the purpose of assuming such obligations and that such supplemental indenture is a valid, legal and binding obligation of the Successor Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency, moratorium, and other laws affecting the enforcement of creditor's rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or law); and that, immediately following the event which causes the Successor Person to become the Successor Person, (A) the Successor Person has good and marketable title, free and clear of any lien, security interest or charge other than the lien and security interest of this Indenture and any other lien permitted hereby, to the Mortgage Collateral securing the Bonds issued hereby and (B) the Indenture Trustee continues to have a perfected first priority security interest in the Mortgage Collateral securing, in the case of a consolidation or merger of the Issuer, all of the Bonds issued thereby or, in the case of any conveyance or transfer of the Trust Estate, all of the Bonds. (b) Upon any consolidation or merger, or any conveyance or transfer of the Trust Estate, the Successor Person shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with respect to the Bonds with the same effect as if such Successor Person had been named as the "Issuer" in the applicable Indenture(s). In the event of any such conveyance or transfer of the Trust Estate(s) securing all of the then Outstanding Bonds of the Issuer permitted by this Article III, the Person named as the "Issuer" in the applicable Indenture(s), or any successor that shall theretofore have become such in the manner prescribed in this Article III and that has thereafter effected such a conveyance or transfer, may be dissolved, wound-up and liquidated at any time thereafter, and such Person thereafter shall be released from its liabilities as obligor and maker on all of the then Outstanding Bonds issued by it and from its obligations under this Indenture; and, in the event of any such conveyance or transfer of the Trust Estate(s) securing less than all of the then Outstanding Bonds of the Issuer, such Person shall be released from its liabilities as obligor and maker on the then Outstanding Bonds secured by such Trust Estate(s) and from its obligations with respect thereto under this Indenture. (c) Nothing in this Section 3.13 shall prohibit the sale or transfer of the Owner Trust Certificates. SECTION 3.14. Purchase of Bonds. The Issuer may reacquire Bonds, in its discretion, by open market purchases in privately negotiated transactions or otherwise. SECTION 3.15. Servicing Agreement. (a) (i) The Issuer and the Indenture Trustee shall punctually perform and observe all of their respective obligations and agreements, if any, contained in the Servicing Agreement. (ii) The Issuer may, but is not obligated to, enforce the obligations of the Master Servicer or the Special Servicer under the Servicing Agreement and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of any such party thereunder or exercise the rights of any such party thereunder; provided, however, that the Master Servicer or the Special Servicer under the Servicing Agreement shall not be relieved of any of its obligations thereunder by virtue of such performance by the Issuer or its designee. The Issuer shall not have any responsibility or liability for any action or failure to act by the Master Servicer or the Special Servicer under the Servicing Agreement and shall not be obligated to supervise the performance of any such party thereunder. (iii) Upon any resignation or termination of the Master Servicer or the Special Servicer pursuant to the Servicing Agreement or any appointment of a successor to any such party pursuant to the Servicing Agreement, the Indenture Trustee shall give prompt written notice thereof to all Holders of Bonds at their respective addresses appearing in the related Bond Register. In the event that the Indenture Trustee is to act or is acting as successor servicer, Master Servicer or Special Servicer under the Servicing Agreement, the Holders of Bonds representing more than 50% of the Voting Rights of the Bonds shall be entitled to direct the Indenture Trustee (and, upon the receipt of such direction, the Indenture Trustee shall be required) to appoint or to petition a court of competent jurisdiction to appoint an alternative successor that meets the requirements of the Servicing Agreement. (iv) Not later than the later of (i) ninety (90) days after the occurrence of any event which constitutes or, with notice or lapse of time or both, would constitute a Servicing Event of Default under the Servicing Agreement and (ii) five days after a Responsible Officer of the Indenture Trustee has notice of the occurrence of such an event, the Indenture Trustee shall transmit by mail to the Issuer and all Holders of Bonds notice of such occurrence, unless such default shall have been remedied. At the direction of the Holders of Bonds representing more than 50% of the Voting Rights of the Bonds, the Indenture Trustee shall terminate the rights and obligations of the defaulting party under the Servicing Agreement as and to the extent permitted thereby and shall, subject to the last sentence of Section 3.15(d)(iii), succeed the defaulting party in whatever capacity it served under the Servicing Agreement. (v) The Issuer and the Indenture Trustee may, with the consent of the Holders of Bonds representing at least 66-2/3% of the Voting Rights (or, in the case of a Class of Interest Only Bonds, the aggregate Notional Amount) of each Class of Bonds, waive a Servicing Event of Default under the Servicing Agreement; provided, however, that a Servicing Event of Default relating to the handling, holding and timely remittance of payments, collections and/or distributions on the Mortgage Collateral or under any Enhancement may only be waived with the consent of each and every Bondholder. Upon any such waiver of a Servicing Event of Default, such Servicing Event of Default shall cease to exist and shall be deemed to have been remedied for every purpose hereunder and under the Servicing Agreement. No such waiver shall extend to any subsequent or other Servicing Event of Default under the Servicing Agreement or impair any right consequent thereon except to the extent expressly so waived. (vi) During the continuance of a Servicing Event of Default under the Servicing Agreement, so long as such Servicing Event of Default under the Servicing Agreement shall not have been remedied, the Indenture Trustee, in addition to the right to remove the defaulting party in the manner specified under the Servicing Agreement, shall have the right, in its own name and as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of Bondholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). Except as otherwise expressly provided in the Servicing Agreement, no remedy provided for by this Indenture or the Servicing Agreement with respect to a Servicing Event of Default under the Servicing Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any such Servicing Event of Default. [(vii) _________________________ shall be the "Controlling Class", with such rights, powers and liabilities in respect of the Mortgage Collateral as may be provided for in the Servicing Agreement. The Servicing Agreement may provide that such rights and powers may be exercised directly by the Holders of Bonds of the Controlling Class or, alternatively, indirectly through the Indenture Trustee, the Master Servicer, the Special Servicer and/or another representative. If the Issuer, the Depositor or any Affiliate of either holds Bonds of the Controlling Class, then (so long as no Issuer Event of Default has occurred and is continuing) such Bonds shall be deemed to be Outstanding for purposes of exercising all rights and powers of the Controlling Class as such, anything herein to the contrary notwithstanding.] (b) The Issuer and the Indenture Trustee may enter into any amendment of the Servicing Agreement from time to time, without the consent of any of the Bondholders, (A) to cure any ambiguity, (B) to correct, modify or supplement any provision therein which may be inconsistent with any other provision herein or therein, (C) to add any other provisions with respect to matters or questions arising thereunder which shall not be inconsistent with the provisions hereof or thereof, or (D) for any other purpose; provided that such amendment shall not adversely affect in any material respect the interests of any Holder of an Outstanding Bond as evidenced by either an Opinion of Counsel to such effect or written confirmation from each Rating Agency rating such Bonds that such amendment shall not result in an Adverse Rating Event with respect thereto, in any event obtained by or delivered to the Indenture Trustee. (c) The Issuer and the Indenture Trustee also may enter into any amendment of the Servicing Agreement from time to time, with the consent of the Holders of Bonds representing more than 50% of the Voting Rights (or, in the case of a Class of Interest Only Bonds, the aggregate Notional Amount) of each Class of Bonds, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Servicing Agreement; provided, however, that no such amendment shall (x) reduce in any manner the amount of, or delay the timing of, payments, collections and/or distributions received or advanced on Mortgage Collateral which are required to be paid on any Bond without the consent of the Holder of such Bond, or (y) adversely affect in any material respect the interests of the Holders of any Class of Bonds in a manner other than as described in clause (x) above without the consent of each and every Holder of Bonds of such Class. For purposes of giving the consents contemplated by this Section 3.15(c), Bonds held by the Issuer, the Depositor, the Master Servicer, the Special Servicer and any Affiliate thereof will be given the same regard as Bonds held by any other Person. (d) Promptly after the execution and delivery of any amendment of the Servicing Agreement by all parties thereto, the Indenture Trustee shall send a copy thereof to each Bondholder. (e) It shall not be necessary for the consent of Bondholders under this Section 3.15(d) to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization, execution and delivery thereof by Bondholders shall be to such reasonable regulations as the Indenture Trustee may prescribe. (f) The Indenture Trustee may but shall not be obligated to enter into any amendment of the Servicing Agreement pursuant to this Section 3.15 that affects its rights, duties and immunities thereunder or under this Indenture. (g) The cost of any Opinion of Counsel to be delivered pursuant to Section 3.15(b) shall be borne by the Person seeking the related amendment, except that if the Indenture Trustee requests any amendment of the Servicing Agreement that it reasonably believes protects or is in furtherance of the rights and interests of Bondholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 3.15(b) shall be payable by the Issuer. SECTION 3.16. Covenants, Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Indenture Trustee and for the benefit of the Bondholders that: (i) It is duly authorized under applicable law and the Deposit Trust Agreement to create and issue the Bonds, to execute and deliver this Indenture, the other documents referred to herein to which it is a party and all instruments included in the Trust Estate which it has executed and delivered, and that all corporate action and governmental consents, authorizations and approvals necessary or required therefor have been duly and effectively taken or obtained. The Bonds, when issued, will be, and this indenture and such other documents are, valid and legally binding obligations of the Issuer enforceable in accordance with their terms. (ii) Immediately prior to its Grant of the Trust Estate provided for herein, it had good title to, and was the sole owner of, each item of Mortgage Collateral, free and clear of any pledge, lien, encumbrance or security interest. (iii) The Indenture Trustee has a valid and enforceable first priority security interest in the Trust Estate, subject only to exceptions permitted hereby. (iv) It is a QRS. All covenants, representations and warranties of the Issuer in this Indenture are covenants, representations and warranties solely of the Issuer and not covenants, representations and warranties of the Owner Trustee or of the Person acting as Owner Trustee in its individual capacity. The Owner Trustee is entering into this Indenture solely as Owner Trustee and not in its individual capacity, and in no case whatsoever shall the Owner Trustee be personally liable on, or for any loss in respect of, any of the statements, representations, warranties or obligations of the Issuer hereunder, as to all of which the parties hereto agree to look solely to the property of the Trust Estate. ARTICLE IV SATISFACTION AND DISCHARGE SECTION 4.01. Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Bonds except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Bonds, (iii) rights of Bondholders to receive payments of principal thereof, premium, if any, thereon and interest thereon, (iv) the rights, obligations and immunities of the Indenture Trustee hereunder and (v) the rights of Bondholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when: (a) either (1) all Bonds theretofore authenticated and delivered (other than (A) Bonds which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.06, and (B) Bonds for which payment of money has theretofore been deposited in the Bond Account by the Indenture Trustee and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Bond Registrar for cancellation; or (2) all Bonds not theretofore delivered to the Bond Registrar for cancellation (A) have become due and payable, (B) will become due and payable at their Stated Maturity, if any, within one year, or (C) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer; and the Issuer has deposited or caused to be deposited with the Indenture Trustee or another Paying Agent, in trust for such purpose, an amount sufficient to pay and discharge the entire indebtedness on the Bonds not theretofore delivered to the Bond Registrar for cancellation, for principal, premium, if any, and interest which would be payable on their Stated Maturity, if any, or Redemption Date (if Bonds shall have been called for redemption pursuant to Section 11.01), as the case may be, including for any and all overdue principal, premium, if any, and interest payable on such Bonds; (b) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer; and (c) the Issuer has delivered to the Indenture Trustee an Officer's Certificate, an Opinion of Counsel and (if required by the TIA) a certificate or opinion from an Accountant, in accordance with TIA ss.314(c) and meeting the applicable requirements of Section 14.01(a). Notwithstanding the satisfaction and discharge of this Indenture with respect to any Bonds, the obligations of the Issuer to the Indenture Trustee under Section 6.07 and of the Indenture Trustee to the Issuer and the Bondholders under Section 3.03, the obligations of the Indenture Trustee to the Bondholders under Section 4.02 and the provisions of Article II with respect to lost, stolen, destroyed or mutilated Bonds, registration of transfers of Bonds, and rights to receive payments of principal of and interest on the Bonds shall survive. SECTION 4.02. Application of Trust Money. All monies deposited with the Indenture Trustee or another Paying Agent pursuant to Section 4.01 shall be held in trust and applied by the Indenture Trustee or another Paying Agent, in accordance with the provisions of the Bonds and this Indenture, to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, to the Persons entitled thereto, of all sums due and to become due on or with respect to the Bonds for whose payment such money has been deposited with the Indenture Trustee or another Paying Agent, but such money need not be segregated from other funds except to the extent expressly required herein or required by law. SECTION 4.03. Repayment of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Bonds, all monies with respect to such Bonds then held by any Paying Agent other than the Indenture Trustee under this Indenture shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.03 and thereupon such Paying Agent shall be released from all further liability with respect to such monies. ARTICLE V ISSUER EVENTS OF DEFAULT; REMEDIES SECTION 5.01. Issuer Events of Default. Each of the following shall constitute an "Issuer Event of Default" (whatever the reason for such Issuer Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (i) any failure to pay all interest on and principal of any Bond by its Stated Maturity; or (ii) any default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section 5.01 specifically dealt with) or any representation or warranty of the Issuer made in this Indenture, or in any certificate or other writing delivered pursuant hereto or in connection herewith, proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default or the circumstance or condition in respect of which such representation or warranty was incorrect (A) shall materially and adversely affect the interests of Holders of the Bonds and (B) shall continue or shall not have been eliminated or otherwise remedied, as the case may be, for a period of sixty (60) days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of Bonds representing at least 25% of the Voting Rights of the Bonds, a written notice specifying such default and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or (iii) the entry by a court having jurisdiction over the Issuer of (A) a decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any applicable federal or state delinquency, bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Issuer as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of or for the Issuer under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order not stayed or dismissed and in effect for a period of more than ninety (90) consecutive days; or (iv) the commencement by the Owner Trustee on behalf of the Issuer of a voluntary case or proceeding under any applicable federal or state delinquency, bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Issuer to the entry of a decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Issuer, or the filing by the Owner Trustee on behalf of the Issuer of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by the Owner Trustee on behalf of the Issuer to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of or for the Issuer or of any substantial part of the Issuer's property, or the making by the Owner Trustee on behalf of the Issuer of an assignment for the benefit of creditors, or the admission by the Owner Trustee on behalf of the Issuer in writing of the Issuer's inability to pay its debts generally as they become due, or the taking of corporate action by the Owner Trustee on behalf of the Issuer in furtherance of any such action; or (v) the impairment of the validity or effectiveness of this Indenture or the Grant hereunder, or the subordination or, except as permitted hereunder, the termination or discharge of the lien of this Indenture, or the creation of any lien, charge, security interest, mortgage or other encumbrance (other than the lien of this Indenture or any other lien expressly permitted hereby) with respect to any part of the Trust Estate or any interest in or proceeds of the Trust Estate, or the failure of the lien of this Indenture to constitute a valid first priority perfected security interest in the Trust Estate (subject only to those liens expressly permitted hereby to be prior to the lien hereof), provided that, if such impairment, such subordination, the creation of such lien, or the failure of the lien on the Trust Estate to constitute such a security interest shall be susceptible of cure, no Issuer Event of Default shall arise until the continuation of any such default unremedied for a period of thirty (30) days after receipt of notice thereof; or (vi) the Issuer ceases to be a QRS for ___ consecutive days. SECTION 5.02. Acceleration of Maturity; Rescission and Annulment. If an Issuer Event of Default should occur and be continuing, then and in every such case the Indenture Trustee may, or at the direction of the Holders of Bonds representing more than 50% of the Voting Rights of each Class of Bonds, shall declare all of the Bonds to be immediately due and payable, by a notice in writing to the Issuer, and upon any such declaration the aggregate unpaid Principal Amount of the Bonds, together with accrued and unpaid interest with respect thereto through the end of the applicable Interest Accrual Period, shall become due and payable on the next succeeding Payment Date and on each Payment Date thereafter, until all such principal and interest is paid in full, and unless such declaration and its consequences are earlier rescinded and annulled as provided in the following paragraph. At any time after such declaration of acceleration has been made and before a judgment or decree for payment of the money due in respect of the Bonds has been obtained by the Indenture Trustee as hereinafter provided in this Article V, the Holders of Bonds representing more than 50% of the Voting Rights of each Class of Bonds that has been declared due and payable, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if: (i) the Issuer has paid or deposited with the Indenture Trustee or another Paying Agent a sum sufficient to pay (A) all payments of principal of, premium, if any, on and interest on the Bonds that have been declared due and payable and all other amounts which would then be due hereunder if the Issuer Event of Default giving rise to such acceleration had not occurred; and (B) all Administrative Expenses and Additional Expenses remaining unpaid with respect to the Bonds that has been declared due and payable, together with all sums paid or advanced by the Indenture Trustee or any other Paying Agent hereunder and the reasonable compensation, fees, expenses, disbursement and advances of the Indenture Trustee, any other Paying Agents, and its agents and counsel; (ii) all Issuer Events of Default with respect to the Bonds that have been declared due and payable, other than the nonpayment of the principal of or interest on such Bonds, have been cured or waived as provided in Section 5.13; and (iii) any other conditions to such declaration and its consequences being rescinded and annulled have been satisfied. Upon such rescission and annulment, the related Issuer Event of Default shall be deemed to have been cured; however, no such rescission and annulment shall affect any subsequent Issuer Event of Default with respect to the affected Bonds or impair any right or remedy which arises as a consequence thereof. SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. (a) If an Issuer Event of Default has occurred and is continuing and the Bonds have been declared due and payable pursuant to Section 5.02 and such declaration of acceleration has not been rescinded and annulled, the Issuer shall pay to the Paying Agent upon demand, for the benefit of the Bondholders, but only from the Trust Estate, (i) the entire aggregate unpaid Principal Amount of such Bonds then due and payable, (ii) all accrued and unpaid interest with respect to such Bonds through the end of the Interest Accrual Period for the next succeeding Payment Date (including interest on overdue interest, but only to the extent that payment of such interest on overdue interest shall be legally enforceable), and (iii) in addition thereto, all Administrative Expenses or Additional Expenses with respect to such Bonds then remaining unpaid, together with such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, any other Paying Agent, and its agents and counsel. Until such demand is made by the Indenture Trustee, the Issuer may pay the principal of, premium (if any) on and interest on the Bonds to the registered Holders thereof in accordance with Section 2.07. (b) If the Issuer fails to pay all amounts due upon an acceleration of the Bonds under Section 5.02 forthwith upon demand, the Indenture Trustee, in its capacity as Indenture Trustee and as trustee of an express trust, may institute any Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree and may enforce the same against the Issuer or any other obligor upon such Bonds and collect the monies adjudged or decreed to be payable in the manner provided by law out of the Trust Estate or, subject to Section 2.07(g), out of the property, wherever situated, of the Issuer or any such other obligor upon such Bonds. (c) If an Issuer Event of Default occurs and is continuing, the Indenture Trustee may, in its discretion, proceed to protect and enforce its rights and the rights of the Bondholders by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law. (d) In case (i) there shall be pending, relative to the Issuer or any other Person having or claiming an ownership interest in the Trust Estate or obligated to make payments on the Bonds, Proceedings under Title 11 of the United States Code or any other applicable Federal or state bankruptcy, insolvency or other similar law, (ii) a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or shall have taken possession of the Issuer or its property or such other Person or (iii) there shall be pending a comparable judicial Proceeding brought by creditors of the Issuer or affecting the property of the Issuer, the Indenture Trustee, irrespective of whether the principal of or interest on any Bonds shall then be due and payable as provided therein or by declaration of acceleration or otherwise, and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.03, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove a claim or claims on behalf of the Bondholders of any affected Bonds for the whole amount of principal and interest owing and unpaid in respect of such Bonds and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of willful misconduct, negligence or bad faith) and of the Bondholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Bondholders of any affected Bonds in any election of a trustee in bankruptcy or any other Person performing similar functions in any such Proceedings; (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Bondholders of any affected Bonds and of the Indenture Trustee on their and its behalf; and (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Bondholders of any affected Bonds allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such proceeding is hereby authorized by each of such Bondholders to make payments to the Indenture Trustee, and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Bondholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of willful misconduct, negligence or bad faith of the Indenture Trustee or predecessor Indenture Trustee. (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Bondholder any plan of reorganization, arrangement, adjustment or composition affecting any Bonds or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Bondholder in any such Proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (f) All rights of action and claims under this Indenture or any of the Bonds may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, shall be for the ratable benefit of the Bondholders in respect of which such judgment has been recovered. (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture), the Indenture Trustee shall be held to represent all the Bondholders of each affected Bond, and it shall not be necessary to make any Bondholder a party to any such proceedings. SECTION 5.04. Remedies. If an Issuer Event of Default has occurred and is continuing, and the Bonds have been declared due and payable pursuant to Section 5.02 and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may do one or more of the following: (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on or under this Indenture with respect to the Bonds, whether by declaration of acceleration or otherwise, enforce any judgment obtained, and collect from the Trust Estate and, subject to Section 2.07(g), from the Issuer or any other obligor on the Bonds monies adjudged due; (ii) sell or cause the sale of the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law and in accordance with Section 5.16; provided, however, that the Indenture Trustee shall give the Issuer written notice of any private sale called by or on behalf of the Indenture Trustee pursuant to this Section 5.04(ii), at least 10 days prior to the date fixed for such private sale; (iii) institute Proceedings from time to time for the complete or partial foreclosure with respect to the Trust Estate; (iv) exercise any remedies of a secured party under the Uniform Commercial Code and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee or the Holders of the Bonds hereunder; and (v) make any claim against any Enhancement delivered with respect to such Bonds in accordance with its terms and the terms of this Indenture; provided, however, that the Indenture Trustee may not, unless required by law, sell or otherwise liquidate the Trust Estate following any Issuer Event of Default, other than an Issuer Event of Default described in Section 5.01(i), unless (A) each and every Bondholder consents thereto, (B) the portion of the proceeds of such sale or liquidation that is distributable to the Holders of Bonds is sufficient to discharge in full all amounts then due and unpaid upon such Bonds for principal and interest or (C) the Indenture Trustee (1) determines that the Trust Estate will not, taking into account any Enhancement, provide sufficient funds for the payment of all principal and interest on the Bonds by their respective Stated Maturities, if any, and (2) obtains the consent of the Holders of Bonds representing at least 66-2/3% of the Voting Rights of each Class of such Bonds. In determining such sufficiency or insufficiency with respect to clauses (B) and (C) of the proviso to the preceding sentence, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. SECTION 5.05. Optional Preservation of Trust Estate. (a) If the Bonds have been declared to be due and payable under Section 5.02 following an Issuer Event of Default with respect to such Bonds and such declaration and its consequences have not been rescinded and annulled, then the Indenture Trustee may, but need not, elect to maintain possession of the Trust Estate; provided that the Holders of Bonds shall not have directed the Indenture Trustee in accordance with Section 5.12 to sell the Trust Estate. It is the desire of the Issuer, the Indenture Trustee and the Bondholders that there be at all times, taking into account any Enhancement, sufficient funds for the payment of all principal of and interest on the Bonds by their respective Stated Maturities, if any, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust Estate declared due and payable. In determining whether to maintain possession of the Trust Estate declared due and payable, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of such Trust Estate for such purpose. Until the Indenture Trustee has elected or has determined not to elect, to retain the Trust Estate pursuant to this Section 5.05, and thereafter if the Indenture Trustee has elected, to retain the Trust Estate pursuant to this Section 5.05, the Indenture Trustee shall continue to apply all payments, collections, distributions and other amounts received on such Trust Estate and/or paid under the Enhancement, if any, solely to the payment of principal of, premium, if any, on and interest on the Bonds, and to the payment of Administrative Expenses and Additional Expenses, as if there had not been such a declaration of acceleration. SECTION 5.06. Application of Money Collected. If the Bonds have been declared due and payable pursuant to Section 5.02 following an Issuer Event of Default and such declaration and its consequences have not been rescinded and annulled, and payments, collections, distributions and other amounts received on the Trust Estate and/or paid under the Enhancement, if any, are not being applied pursuant to Section 5.05, any monies collected by the Indenture Trustee pursuant to this Article V or otherwise held by the Indenture Trustee or any other Paying Agent as part of such Trust Estate shall be applied on each Payment Date to the extent permitted by applicable law for the following purposes and in the following order of priority, subject to available funds and, in the case of payments on the Bonds, subject to the first paragraph of Section 2.07(e): FIRST: To pay all amounts due the Indenture Trustee with respect to such Bonds pursuant to Section 6.07; SECOND: To pay, in accordance with this Indenture or the Servicing Agreement, as applicable, all amounts due the Master Servicer and the Special Servicer, as applicable, thereunder, pro rata based on the respective amounts payable to each such Person; THIRD: To pay all other Administrative Expenses, Servicing Expenses and Additional Expenses remaining unpaid with respect to such Bonds, in such order as the Indenture Trustee deems necessary and appropriate (but, in each case, only if and to the extent that the failure to pay such would result in a lien on the Trust Estate that is prior to or of equal priority with the lien of this Indenture or would otherwise materially and adversely affect the interests of Bondholders); FOURTH: To make payments on the Bonds as provided in this Indenture; FIFTH: To pay all Administrative Expenses, Servicing Expenses and Additional Expenses still remaining unpaid after giving effect to payments under clauses FIRST, SECOND and THIRD above; and SIXTH: To pay any surplus to the Issuer or any other Person legally entitled thereto, including any Person that has provided Enhancement, if any, with respect to such Bonds, in such order of priority as is specified herein. SECTION 5.07. Limitation on Suits. No Holder of any Bond shall have any right to institute any Proceedings, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Issuer Event of Default; (ii) the Holders of Bonds representing more than 50% of the Voting Rights of such Bonds (or such other group of Bondholders as may be required for directing the Indenture Trustee to institute particular Proceedings pursuant to Section 5.12 and as shall hold Bonds which, in the aggregate, shall represent more than 50% of the Voting Rights of such Bonds) shall have made written request to the Indenture Trustee to institute Proceedings in respect of such Issuer Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee adequate indemnity or security reasonably satisfactory to the Indenture Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (iv) the Indenture Trustee has, for sixty (60) days after its receipt of such notice, request and offer of indemnity or security, failed to institute any such proceeding; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Holders of Bonds representing more than 50% of the Voting Rights of such Bonds. it being understood and intended that no one or more of the Holders of Bonds shall have any right in any manner whatever by virtue of, or by availing itself or themselves of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of the Bonds or to obtain or to seek to obtain priority or preference over any other Holders of the Bonds or to enforce any right under this Indenture, except in the manner herein provided and, for the equal and ratable benefit of all the Holders of the Bonds. Subject to the foregoing restrictions, the Bondholders may exercise their rights under this Section 5.07 independently. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Bondholders of the same series, each representing less than a majority, by aggregate Principal Amount, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken with respect to Proceedings, notwithstanding any other provisions of this Indenture. SECTION 5.08. Unconditional Right of Bondholders to Receive Principal and Interest. Notwithstanding any other provision in this Indenture (except those specifically referenced in this Section 5.08), the Holder of any Bond shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest on such Bond (subject to Section 2.07(g) and the second sentence of Section 3.01) and, if the nonpayment constitutes an Issuer Event of Default, to institute suit for the enforcement of any such payment (subject to Section 5.07 and Section 14.17), and such rights shall not be impaired without the consent of such Bondholder, unless a non-payment has been cured pursuant to Section 5.02. The Issuer shall, however, be subject to only one consolidated lawsuit by the Bondholders, or by the Indenture Trustee on behalf of such Bondholders, for any one cause of action arising under this Indenture or otherwise. SECTION 5.09. Restoration of Rights and Remedies. If the Indenture Trustee or any Bondholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued, waived, rescinded or abandoned for any reason, or has been determined adversely to the Indenture Trustee or to such Bondholder, then and in every such case, subject to any determination in such Proceeding, the Issuer, the Indenture Trustee and the Bondholders shall be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and such Bondholders shall continue as though no such Proceeding had been instituted. SECTION 5.10. Rights and Remedies Cumulative. If any Issuer Event of Default should occur with respect to the Bonds, no right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Bondholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder or otherwise in respect of an Issuer Event of Default, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. SECTION 5.11. Delay or Omission Not Waiver. No delay or omission of the Indenture Trustee or any Bondholder to exercise any right or remedy accruing upon any Issuer Event of Default shall impair any such right or remedy or constitute a waiver of any such Issuer Event of Default or an acquiescence therein. Every right and remedy given by this Indenture or by law to the Indenture Trustee or to the Bondholders in respect of any Issuer Event of Default may be exercised from time to time, and as often as may be deemed expedient, to the extent permitted by applicable law, by the Indenture Trustee or the Bondholders, as the case may be. SECTION 5.12. Control by Bondholders. The Holders of Bonds representing more than 50% of the Voting Rights of such Bonds shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee; provided, that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) the Indenture Trustee shall have been provided with indemnity reasonably satisfactory to it; (iii) any direction to the Indenture Trustee to declare all of the Bonds to be immediately due and payable following an Issuer Event of Default, or to rescind any such declaration, shall be by the Holders of Bonds representing more than 50% of the Voting Rights of each Class of Bonds; (iv) any direction to the Indenture Trustee to sell or liquidate the Trust Estate or any portion thereof shall be by the Holders of Bonds representing not less than 66-2/3% of the Voting Rights (or, in the case of a Class of Interest Only Bonds, the aggregate Notional Amount) of each Class of the Bonds (except that, notwithstanding the foregoing, if the condition to retention of the Trust Estate set forth in Section 5.05 has been satisfied and the Indenture Trustee elects to retain such Trust Estate pursuant to such section, then any direction to the Indenture Trustee by the Holders of less than all the Bonds to sell or liquidate such Trust Estate or any portion thereof shall be of no force and effect); and (v) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee which is not inconsistent with such direction. Notwithstanding the rights of Bondholders set forth in this Section 5.12, subject to Section 6.01 hereof, the Indenture Trustee need not take any action which it determines might involve it in liability or may be unjustly prejudicial to the Bondholders not consenting. SECTION 5.13. Waiver of Past Issuer Defaults. Prior to the declaration of the acceleration of the maturity of the Bonds as provided in Section 5.02, the Holders of Bonds representing more than 50% of the Voting Rights of each Class of such Bonds may, on behalf of the Holders of all the Bonds, waive any past Issuer Default hereunder and its consequences, except an Issuer Default: (i) in the payment of principal of or interest on any Bond, which waiver shall require the waiver by the Holders of all of the Outstanding Bonds; or (ii) in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the Holder of each Outstanding Bond, which waiver shall require the waiver by each Holder of an Outstanding Bond. Upon any such waiver, such Issuer Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Issuer Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture. In the case of any such waiver, the Issuer, the Indenture Trustee and the Bondholders shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Issuer Default or impair any right consequent thereto. SECTION 5.14. Undertaking for Costs. All parties to this Indenture agree, and each Holder of a Bond by its acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.14 shall not apply to any suit instituted by the Indenture Trustee, or to any suit instituted by any Bondholder, or group of Bondholders, holding Bonds that represent, in the aggregate, more than 10% of the Voting Rights of the Outstanding Bonds or to any suit instituted by any Bondholder for the enforcement of the payment of the principal of or interest on, or of the Redemption Price or Special Redemption Price for, any Bond on or after the Payment Date, Redemption Date or Special Redemption Date, as the case may be, on which such payment was due (provided that the failure to make such payment constitutes an Issuer Event of Default). SECTION 5.15. Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim to take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the exercise of any power herein granted to the Indenture Trustee, but will suffer and permit the exercise of every such power as though no such law had been enacted. SECTION 5.16. Sale of Trust Estate. (a) The power to effect any public or private sale of any portion of the Trust Estate pursuant to Section 5.04 shall not be exhausted by any one or more sales as to any portion of the Trust Estate remaining unsold, but shall continue unimpaired until either the entire Trust Estate shall have been sold or all amounts payable on the Bonds and under this Indenture with respect thereto shall have been paid. The Indenture Trustee may from time to time postpone any sale by public announcement made at the time and place of such sale. The Indenture Trustee hereby expressly waives its right to any amount fixed by law as compensation for any such sale but such waiver does not apply to any amounts to which the Indenture Trustee is otherwise entitled under Section 6.07 of this Indenture. (b) The Indenture Trustee shall execute and deliver an appropriate instrument(s) of conveyance (without recourse against the Indenture Trustee) transferring its interest in any portion of the Trust Estate in connection with a sale thereof pursuant to Section 5.04. In addition, the Indenture Trustee is hereby irrevocably appointed an agent and attorney-in-fact of the Issuer to transfer and convey the Issuer's interest in any portion of the Trust Estate in connection with a sale thereof pursuant to Section 5.04, and to take all action necessary to effect such sale. No purchaser or transferee at such a sale shall have any obligation to ascertain the Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (c) Any sale of any portion of the Trust Estate shall be made in compliance with all applicable laws. SECTION 5.17. Action on Bonds. The Indenture Trustee's right to seek and recover judgment on the Bonds or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Bondholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or, subject to Section 2.07(g), upon any other of the assets of the Issuer. ARTICLE VI THE INDENTURE TRUSTEE SECTION 6.01. Certain Duties and Responsibilities. (a) Except during the continuance of an Issuer Event of Default: (1) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and (2) in the absence of negligence or bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture. (b) In case an Issuer Event of Default has occurred and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. (c) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that (i) this subsection shall not be construed to limit the effect of Subsection (a) of this Section 6.01; (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and (iii) the Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the directions of the Holders of Bonds representing more than 50% of the Voting Rights of the Bonds (unless an alternative group of Bondholders is expressly permitted or required to authorize such action hereunder, in which case in accordance with the directions of such alternative group) relating to the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture with respect to the Bonds. (d) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. In determining that such repayment or indemnity is not reasonably assured to it, the Indenture Trustee must consider not only the likelihood of repayment or indemnity by or on behalf of the Issuer but also the likelihood of repayment or indemnity from amounts payable to it from the Trust Estate pursuant to Sections 5.06 and 8.02(b). (e) The Indenture Trustee shall be under no obligation to institute any suit, or to take any remedial Proceeding under this Indenture, or to enter any appearance in or in any way defend any suit in which it may be made defendant, or to take any steps in the execution of the trusts created hereby or in the enforcement of any rights and powers hereunder until it shall be indemnified to its reasonable satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable disbursements and against all liability, except liability which is adjudicated to have resulted from its negligence or willful misconduct, in connection with any action so taken. (f) Notwithstanding any extinguishment of all right, title and interest of the Issuer in and to the Trust Estate following an Issuer Event of Default and a consequent declaration of acceleration of the Maturity of the Bonds, whether such extinguishment occurs through a foreclosure upon and sale of the Trust Estate to another Person, the acquisition of the Trust Estate by the Indenture Trustee or otherwise, the rights, powers and duties of the Indenture Trustee with respect to the Trust Estate (or the proceeds thereof) and the Bondholders, and the rights of the Bondholders, shall continue to be governed by the terms of this Indenture. (g) For all purposes under this Indenture, the Indenture Trustee shall not be deemed to have notice of any Issuer Default unless a Responsible Officer of the Indenture Trustee has actual knowledge thereof or unless written notice of any event which is in fact such an Issuer Default is received by the Indenture Trustee at the Corporate Trust Office, and such notice references the Bonds and this Indenture. (h) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 6.01; and, if and for so long as this Indenture is required to be qualified under the Trust Indenture Act, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee, including the provisions of this Section 6.01, shall be subject to the provisions of the Trust Indenture Act. SECTION 6.02. Notice of Issuer Defaults. (a) If an Issuer Default occurs and is continuing and if it is known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall mail to each Bondholder as described in TIA ss.313(c) notice of such Issuer Default within ninety (90) days after it occurs (or, if it becomes known to a Responsible Officer of the Indenture Trustee after the end of such 90-day period, as soon as practicable after it becomes so known); provided that, except in the case of a default in the payment of the principal of or interest on any of the Bonds, the Indenture Trustee shall be protected in withholding such notice to the Bondholders for a period of no longer than 90 days if and so long as the board of directors, the executive committee or a trust committee composed of directors and/or Responsible Officers of the Indenture Trustee reasonably and in good faith determines that the withholding of such notice is in the best interest of the Bondholders. SECTION 6.03. Certain Rights of Indenture Trustee. Subject to the provisions of Section 6.01, in connection with this Indenture: (a) the Indenture Trustee may request and rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order, as the case may be; (c) whenever in the administration of this Indenture the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer's Certificate; (d) the Indenture Trustee may consult with counsel, and the written advice of such counsel or any Opinion of Counsel rendered thereby shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (e) the Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Bondholders pursuant to this Indenture, unless such Bondholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction; (f) the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon, other evidence of indebtedness or other paper or document, but the Indenture Trustee in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Indenture Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney; provided that, if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such expense or liability or payment of such estimated expenses as a condition to proceeding; (g) the Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys of the Indenture Trustee; provided that it shall remain liable for the acts of all such attorneys and agents; (h) to the extent a Person other than the Indenture Trustee is appointed by the Issuer to act as a Paying Agent, such Person shall be the sole agent of the Issuer, and the Indenture Trustee shall not be liable or responsible by reason of any act or omission of any such Person; (i) the Indenture Trustee shall not be liable or responsible by reason of any act or omission of the Master Servicer or the Special Servicer hereunder or under the Servicing Agreement, in each case that is not an Affiliate of the Indenture Trustee, unless the Indenture Trustee itself is acting in such capacity; (j) the Indenture Trustee shall not be liable or responsible for releases or releases and substitutions of any item of Collateral in compliance with any provision of this Indenture; (k) the Indenture Trustee shall not be required to provide any surety or bond of any kind in connection with the execution or performance of its duties hereunder; and (l) the Indenture Trustee shall not at any time have any responsibility or liability other than as may be expressly set forth in this Indenture or the Servicing Agreement for or with respect to the legality, validity or enforceability of any item of Mortgage Collateral. SECTION 6.04. Not Responsible for Recitals or Issuance of Bonds. The recitals contained herein and in the Bonds, except the certificates of authentication on the Bonds and any such recitals that constitute express representations, warranties, certifications or acknowledgments of or on the part of the Indenture Trustee, shall be taken as the statements of the Issuer or other appropriate party to this Indenture, and the Indenture Trustee assumes no responsibility for their correctness. The Indenture Trustee makes no representation as to the validity or sufficiency of this Indenture, the Bonds or the Trust Estate. The Indenture Trustee shall not be accountable for the use or application by the Issuer of the Bonds or of the proceeds thereof or for the use or application of any funds paid to the Master Servicer or the Special Servicer, as applicable, in respect of the Mortgage Collateral (unless it is acting in such capacity) or deposited into an Account established hereunder that is not maintained by it. SECTION 6.05. May Hold Bonds. The Indenture Trustee, any Paying Agent, the Bond Registrar or any other Agent, in its individual or any other capacity, may become the owner or pledgee of bonds and, subject to Sections 6.08 and 6.13, may otherwise deal with the Issuer or Owner Trustee with the same rights it would have if it were not Indenture Trustee, Paying Agent, Bond Registrar or such other Agent. SECTION 6.06. Money Held in Trust. Money held by the Indenture Trustee in trust hereunder need not be segregated from other funds except to the extent required herein or by law. The Indenture Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Issuer and except to the extent of (i) income or other gain on investments of monies held in any Account, which investments are obligations of the Indenture Trustee, and (ii) income or other gain actually received by the Indenture Trustee on investments of monies held in any Account, including investments that are obligations of a third party. SECTION 6.07. Compensation and Reimbursement. (a) Subject to Section 6.07(b), the Issuer hereby agrees: (1) to pay or cause to be paid to the Indenture Trustee a monthly fee (payable out of the Bond Account) equal to one-twelfth of ___% of the aggregate Principal Amount of the Bonds as of the commencement of each calendar month, beginning with ________________, 199_, for all services rendered by the Indenture Trustee with respect to the Bonds (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); and (2) to reimburse, indemnify and hold harmless the Indenture Trustee and any director, officer, employee or agent of the Indenture Trustee for any loss, liability or "out-of-pocket" expense (including costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) incurred in connection with any act or omission on the part of the Indenture Trustee hereunder or under the Servicing Agreement with respect to the Bonds or the Trust Estate (other than any expense expressly required to be borne thereby, any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties, or as may arise from a breach of any representation or warranty of the Indenture Trustee set forth herein or in the Servicing Agreement, and other than allocable overhead of the Indenture Trustee, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses, and similar internal costs and expenses). The Indenture Trustee agrees to fully perform its duties under this Indenture notwithstanding any failure on the part of the Issuer to make any payments, reimbursements or indemnifications to the Indenture Trustee pursuant to this Section 6.07(a); provided, however, that (subject to Section 6.07(b)) nothing in this Section 6.07 shall be construed to limit the exercise by the Indenture Trustee of any right or remedy permitted under this Indenture in the event of the Issuer's failure to pay or cause the payment of any sums due the Indenture Trustee pursuant to this Section 6.07. (b) The obligations of the Issuer set forth in Section 6.07(a) are nonrecourse obligations solely of the Issuer and will be payable only from the Trust Estate with respect to which any claim of the Indenture Trustee under this Section 6.07 arose. In connection with the foregoing, the Indenture Trustee may from time to time deduct (or cause to be deducted and remitted to it) payments of all amounts due to it pursuant to Section 6.07(a) in connection with the Bonds from monies on deposit in the Bond Account. (c) The Indenture Trustee shall have, as security for the performance of the Issuer under this Section 6.07, a lien ranking senior to the lien of the Bonds with respect to which any claim of the Indenture Trustee under this Section 6.07 arose upon all property and funds held or collected by the Indenture Trustee in its capacity as such as part of the Trust Estate; provided that the Indenture Trustee shall not institute any Proceeding seeking the enforcement of such lien against the Trust Estate unless such Bonds have been declared due and payable pursuant to Section 5.02 following an Issuer Event of Default, such declaration of acceleration and its consequences have not been rescinded and annulled, and monies collected by the Indenture Trustee are being applied in accordance with Section 5.06. SECTION 6.08. Eligibility; Disqualification. There shall at all times be hereunder an Indenture Trustee, and such Indenture Trustee (a) shall at all times be an institutional trustee that satisfies the requirements of TIA ss.310(a) and (b) must have (i) a combined capital and surplus of at least $_______________ and (ii) a long-term unsecured debt rating of at least _____ (or the equivalent) from each Rating Agency. If and for so long as this Indenture is required to be qualified under the Trust Indenture Act, the Indenture Trustee shall comply with and be subject to TIA ss.310(b); provided that there shall be excluded from the operation of TIA ss.310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA ss.310(b)(1) are met. SECTION 6.09. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Indenture Trustee in accordance with the applicable requirements of Section 6.10. (b) The Indenture Trustee may resign at any time by giving written notice of such resignation to the Issuer and by mailing notice of such resignation by first class mail, postage prepaid, to Holders of the Bonds, at their addresses appearing on the Bond Register. (c) If at any time: (1) the Indenture Trustee shall fail to comply with, or shall cease to be eligible under, Section 6.08, and the Indenture Trustee shall fail to resign after written request therefor has been delivered to the Indenture Trustee by the Issuer or has been delivered to the Indenture Trustee (with a copy to the Issuer) by any Bondholder who has been a bona fide Holder for at least six months, or (2) (A) the Indenture Trustee shall become incapable of acting with respect to their obligations hereunder, (B) there shall have been entered a decree or order for relief by a court having jurisdiction in the premises in respect of the Indenture Trustee in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Indenture Trustee or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days or (C) the Indenture Trustee commences a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Indenture Trustee or of any substantial part of its property, or the making by it of any assignment for the benefit of creditors or the Indenture Trustee fails generally to pay its debts as such debts become due or takes any corporate action in furtherance of any of the foregoing, then, in any such case, the Issuer, by an Issuer Order, may and shall remove the Indenture Trustee. (d) If the Indenture Trustee shall fail to comply with, or cease to be eligible under, Section 6.08, any Bondholder that has been a bona fide Holder of such Bonds for at least six months may, on its own behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. (e) The Holders of Bonds representing more than 50% of the Voting Rights of the Bonds may at any time remove the Indenture Trustee by delivering to the Indenture Trustee to be removed and to the Issuer, copies of the record of the Act taken by the Holders, as provided in Section 14.03 hereof. (f) If the Indenture Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Indenture Trustee for any cause, and in any such case no successor Indenture Trustee shall otherwise have been appointed as provided herein, then the Issuer, by an Issuer Order, shall promptly appoint a successor Indenture Trustee in accordance with the applicable requirements of Section 6.10. If, within 60 days after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Indenture Trustee shall not have been appointed by the Issuer and shall not have accepted such appointment in accordance with the applicable requirements of Section 6.10, then a successor Indenture Trustee shall be appointed by Act of the Holders of Bonds representing more than 50% of the Voting Rights of the Bonds delivered to the Issuer and the retiring Indenture Trustee, and the successor Indenture Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.10, become the successor Indenture Trustee. If, within 120 days after such resignation, removal or incapacity, or the occurrence of such vacancy, no successor Indenture Trustee shall have been so appointed and accepted appointment in the manner required by Section 6.10, any Bondholder that has been a bona fide Holder for at least six months may, on its own behalf and on behalf of all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. (h) The Issuer shall give notice of any resignation or removal of the Indenture Trustee by mailing notice of such event by first-class mail, postage prepaid, to the Holders of the Bonds as their names and addresses appear in the Bond Register. Each notice shall include the name of the successor Indenture Trustee and the address of its Corporate Trust Office. (i) In the event of any removal of or resignation by the Indenture Trustee, the Indenture Trustee's entitlement under Section 6.07 for compensation and reimbursement of costs and expenses accrued prior to the time of such resignation or removal, and all rights pertaining thereto, shall survive, provided, however, that if the Indenture Trustee is removed for cause, the Indenture Trustee's right to such compensation and reimbursement may be subject to offset for any damages relating to such removal. SECTION 6.10. Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Indenture Trustee, the successor Indenture Trustee so appointed shall execute, acknowledge and deliver to the Issuer and to the retiring Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and such successor Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Indenture Trustee; provided that on the request of the Issuer or the successor Indenture Trustee, such retiring Indenture Trustee shall, upon payment of its then unpaid fees and charges, execute and deliver an instrument transferring to such successor Indenture Trustee all the rights, powers and trusts of the retiring Indenture Trustee, shall duly assign, transfer and deliver to such successor Indenture Trustee all property and money held by such retiring Indenture Trustee hereunder, and shall take such action as may be requested by the Issuer to provide for the appropriate interest in the Trust Estate to be vested in such successor Trustee (except that it shall not be responsible for the recording of such documents and instruments as may be necessary to give effect to the foregoing). Upon request of any such successor Indenture Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Indenture Trustee all such rights, powers and trusts referred to in this Section 6.10. Upon acceptance of appointment by a successor Indenture Trustee as provided in this Section 6.10, the Issuer shall mail notice thereof by first-class mail, postage prepaid, to the Holders of the Bonds at the Holders' addresses appearing upon the Bond Register. If the Issuer fails to mail such notice within 10 days after acceptance of appointment by such successor Indenture Trustee, such successor Indenture Trustee shall cause such notice to be mailed at the expense of the Issuer. Any successor Indenture Trustee hereunder must, at the time of such successor's acceptance of its appointment, meet the eligibility requirements set forth in Section 6.08. SECTION 6.11. Merger, Conversion, Consolidation or Succession to Business. Any institution into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any institution resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any institution succeeding to all or substantially all the corporate trust business of the Indenture Trustee, shall be the successor of the Indenture Trustee hereunder, provided that such institution shall be otherwise qualified and eligible under Section 6.08, without the execution or filing of any paper or any further act on the part of any of the parties hereto. SECTION 6.12. Preferential Collection of Claims against the Issuer. If and for so long as this Indenture is required to be qualified under the Trust Indenture Act, the Indenture Trustee shall be subject to TIA ss. 311(a), excluding any creditor relationship listed in TIA ss. 311(b), and an Indenture Trustee who has resigned or been removed shall be subject to TIA ss. 311(a) to the extent indicated therein. SECTION 6.13. Separate Trustees and Co-Trustees. (a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting legal requirements of the Trust Indenture Act, if applicable, or of any jurisdiction in which any part of a Trust Estate may at the time be located, the Indenture Trustee shall have the power to, and shall execute and deliver all instruments to, appoint one or more Persons to act as separate trustees or co-trustees hereunder, jointly with the Indenture Trustee, of any portion of a Trust Estate subject to this Indenture, and any such Persons shall be such separate trustee or co-trustee, with such powers and duties consistent with this Indenture as shall be specified in the instrument appointing such Person but without thereby releasing the Indenture Trustee from any of its duties hereunder. If the Indenture Trustee shall request the Issuer to do so, the Issuer shall join with the Indenture Trustee in the execution of such instrument, but the Indenture Trustee shall have the power to make such appointment without making such request. A separate trustee or co-trustee appointed pursuant to this Section 6.13 need not meet the eligibility requirements of Section 6.08. (b) Every separate trustee and co-trustee shall, to the extent not prohibited by law, be subject to the following terms and conditions: (i) the rights, powers, duties and obligations conferred or imposed upon such separate or co-trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee, or the Indenture Trustee and such separate or co-trustee jointly, as shall be provided in the appointing instrument, except to the extent that under any law of any jurisdiction in which any particular act is to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or co-trustee; (ii) all powers, duties, obligations and rights conferred upon the Indenture Trustee, in respect of the custody of all cash deposited hereunder shall be exercised solely by the Indenture Trustee; and (iii) the Indenture Trustee may at any time by written instrument accept the resignation of or remove any such separate trustee or co-trustee, and, upon the request of the Indenture Trustee, the Issuer shall join with the Indenture Trustee in the execution, delivery and performance of all instruments and agreements necessary or proper to make effective such resignation or removal, but the Indenture Trustee shall have the power to accept such resignation or to make such removal without making such request. A successor to a separate trustee or co-trustee so resigning or removed may be appointed in the manner otherwise provided herein. (c) Such separate trustee or co-trustee, upon acceptance of such trust, shall be vested with the estates or property specified in such instrument, jointly with the Indenture Trustee, and the Indenture Trustee shall take such action as may be necessary to provide for the appropriate interest in the Trust Estate to be vested in such separate trustee or co-trustee. Any separate trustee or co-trustee may, at any time, by written instrument constitute the Indenture Trustee, its agent or attorney in fact with full power and authority, to the extent permitted by law, to do all acts and things and exercise all discretion authorized or permitted by it, for and on behalf of it and in its name. If any separate trustee or co-trustee shall be dissolved, become incapable of acting, resign, be removed or die, all the estates, property, rights, powers, trusts, duties and obligations of said separate trustee or co-trustee, so far as permitted by law, shall vest in and be exercised by the Indenture Trustee, without the appointment of a successor to said separate trustee or co-trustee, until the appointment of a successor to said separate trustee or co-trustee is necessary as provided in this Indenture. The appointment of a separate or co-trustee shall in no way release the Indenture Trustee from any of its duties or responsibilities hereunder. (d) No co-trustee or separate trustee hereunder shall be liable by reason of any act or omission of the Indenture Trustee or of any other such trustee hereunder. (e) Any notice, request or other writing, by or on behalf of any Bondholder, delivered to the Indenture Trustee shall be deemed to have been delivered to all separate trustees and co-trustees. SECTION 6.14. Appointment of Custodians. The Indenture Trustee may, with the consent of the Issuer, appoint at the Trustee's own expense one or more Custodians to hold, as agent for the Indenture Trustee, all or a portion of any documents and/or instruments relating to the Mortgage Collateral otherwise required to be held by the Indenture Trustee hereunder; provided that if the Custodian is an Affiliate of the Indenture Trustee such consent of the Issuer need not be obtained and the Indenture Trustee shall merely inform the Issuer of such appointment. Each Custodian shall be a depository institution supervised and regulated by a Federal or State banking authority, shall have combined capital and surplus of at least $10,000,000, shall be qualified to do business in the jurisdiction in which it holds any documents relating to any item of Mortgage Collateral, shall not be the Issuer, the Depositor, a Seller or any Affiliate of any of the foregoing Persons, and shall have in place a fidelity bond and errors and omissions policy, which satisfies the requirements set forth in (iii) of the definition of Qualified Insurer in Section 1.01 of the Servicing Agreement, covering such Custodian's officers and employees in connection with its activities under this Indenture. Each Custodian shall be subject to the same obligations, standard of care, protection and indemnities as would be imposed on, or would protect, the Indenture Trustee hereunder in connection with the retention of documents relating to any item of Mortgage Collateral directly by the Indenture Trustee. The appointment of one or more Custodians shall not relieve the Indenture Trustee from any of its obligations hereunder, and the Indenture Trustee shall remain responsible for all acts and omissions of any Custodians. SECTION 6.15. Representations. The Indenture Trustee hereby represents and warrants to the Issuer and for the benefit of the Bondholders that: (a) As of the Closing Date, the Corporate Trust Office is located at - -------------------------------------------. [Set forth other representations and warranties, if any, from the Indenture Trustee.] ARTICLE VII BONDHOLDER LISTS AND REPORTS SECTION 7.01. Issuer to Furnish Indenture Trustee Names and Addresses of Bondholders. The Bond Registrar on behalf of the Issuer will furnish or cause to be furnished to the Indenture Trustee not more than five days after each January 1 and June 1 (commencing with the first such date that is not more than six months after the related Closing Date), and at such other times as the Indenture Trustee may request in writing, a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Bondholders as of a date not more than 10 days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Bond Registrar, no such list shall be required to be furnished. SECTION 7.02. Preservation of Information; Communications to Bondholders. (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.01. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.01 upon receipt of a new list so furnished. (b) Bondholders may communicate pursuant to TIA ss. 312(b) with other Bondholders with respect to their rights under this Indenture or under the Bonds, and the Indenture Trustee shall comply with the TIA ss.312(b). (c) The Issuer, the Indenture Trustee and the Bond Registrar shall have the protection of TIA ss. 312(c). SECTION 7.03. Reports by Indenture Trustee. (a) Within 30 days after May 15 of each year (the "reporting date"), commencing with the first year after the Closing Date for the Bonds, the Indenture Trustee shall mail to all Bondholders as described in TIA ss. 313(c), a brief report, dated as of such reporting date with respect to such Bonds, that complies with TIA ss. 313(a). The Indenture Trustee shall also mail to all such Bondholders any reports required by TIA ss. 313(b). For purposes of the information required to be included in such reports pursuant to TIA ss.ss. 313(a)(3) or 313(b)(2), the principal amount of "indenture securities" outstanding on the date as of which such information is provided shall be the aggregate Principal Amount of Outstanding Bonds covered by the report. (b) A copy of each report required under this Section 7.03 shall, at the time of such transmission to Holders of the Bonds covered by such report, be filed by the Indenture Trustee with the Commission and with each securities exchange upon which the Bonds are listed. The Issuer will notify the Indenture Trustee when the Bonds are listed on any securities exchange. SECTION 7.04. Reports by Issuer. (a) The Issuer shall: (1) file with the Indenture Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act; or, if the Issuer is not required to file information, documents or reports pursuant to either of said sections, then it shall file with the Indenture Trustee and the Commission, in accordance with the rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; (2) file with the Indenture Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; (3) transmit or deliver to the Indenture Trustee, who shall, in turn, transmit by mail to all Bondholders described in TIA ss. 313(c), such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (1) and (2) of this Section 7.04(a) as may be required by rules and regulations prescribed from time to time by the Commission; and (4) furnish to the Indenture Trustee, not less often than annually, a certificate from the principal executive officer, principal financial officer or principal accounting officer of the Issuer as to such officer's knowledge of the Issuer's compliance with all conditions and covenants of this Indenture which compliance shall be determined without regard to any period of grace or requirement of notice provided hereunder. (b) Unless and until changed by notice in writing from the Issuer to the Indenture Trustee, the fiscal year of the Issuer shall end on December 31 of each year. ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES SECTION 8.01. Collection of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance from any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture, including all payments due and payable to the Indenture Trustee on or in respect of the Mortgage Collateral in accordance with the respective terms and conditions of the document or documents pursuant to which it is being serviced and administered, in the case of a Pledged Mortgage Loan or REO Property, or the respective terms and conditions of such Mortgage Collateral and the document or documents pursuant to which it was issued, in the case of a Pledged Mortgage-Backed Security. Except as otherwise expressly provided herein, the Indenture Trustee shall hold all such money and property received by it as part of the Trust Estate for which it was received and shall apply it as provided in this Indenture. All claims on and draws under any Enhancement shall be made by the Indenture Trustee or other specified Person in accordance with this Indenture and the Servicing Agreement. In the event that in any month any Paying Agent shall not have received when due a payment required to be made thereto with respect to any item or items of Mortgage Collateral in accordance with the respective terms and conditions of the document or documents pursuant to which such Mortgage Collateral is being serviced and administered, in the case of a Pledged Mortgage Loan or REO Property, or was issued, in the case of a Pledged Mortgage-Backed Security, such Paying Agent shall promptly notify the Indenture Trustee (except in the case where the Indenture Trustee is the Paying Agent), and in any event (subject to the terms and conditions of this Indenture and the Servicing Agreement) the Indenture Trustee shall, unless within three Business Days following the date on which such payment was scheduled to be made, such payment shall subsequently have been received by the Indenture Trustee or other Paying Agent or unless the Issuer makes provisions for such payment satisfactory to the Indenture Trustee, as soon as practicable thereafter request the designated paying agent for such item or items of Mortgage Collateral to make such payment on the earliest day permitted following such request. The Indenture Trustee may withdraw such request upon subsequent receipt of such payment. Notwithstanding any other provision hereof, the Paying Agent shall deliver to the Issuer or its designee any payment with respect to any item of Mortgage Collateral received after the scheduled date of receipt to the extent the Issuer or its designee previously made provisions for such payment satisfactory to the Paying Agent in accordance with this Section 8.01, and such payment shall not be deemed part of the Trust Estate. If following any request by the Indenture Trustee for payment of a late payment in accordance with the preceding paragraph, any default occurs in the making of such payment, or if a default occurs in any other performance required under any Servicing Agreement, any Pledged Mortgage-Backed Security or the document pursuant to which it was issued, any Credit Support Agreement or any Cash Flow Agreement, the Indenture Trustee may, and upon the request of the Issuer or the Holders of Bonds representing more than 50% of the Voting Rights of the Bonds shall, take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any rights or remedies with respect to an Issuer Event of Default under this Indenture as provided in Article V hereof. SECTION 8.02. Bond Account. (a) On or prior to the date hereof, the Indenture Trustee shall establish (and, at all times thereafter, the Indenture Trustee shall maintain) the Bond Account for the Bonds. The Bond Account shall consist solely of one or more Eligible Accounts established and maintained in the name of the Indenture Trustee (in such capacity) and, in each case, bearing a designation clearly indicating that such account and all funds deposited therein are held for the exclusive benefit of the Bondholders and, subject to the lien of this Indenture, the Issuer. The Indenture Trustee shall deposit or cause to be deposited in the Bond Account, upon receipt, (i) any and all amounts in respect of the Mortgage Collateral remitted or advanced under the Servicing Agreement from time to time and (ii) any amounts required to be deposited by the [Administrator] in connection with losses incurred with respect to investments of funds held in the Bond Account. Except as provided in this Indenture, the Indenture Trustee, in accordance with the terms of this Indenture, shall have exclusive control and sole right of withdrawal with respect to the Bond Account. Funds in the Bond Account shall not be commingled with any other monies. All monies deposited from time to time in the Bond Account (including any securities or instruments in which such monies are invested) shall be held by and under the control of the Indenture Trustee in the Bond Account for the benefit of the Bondholders and the Issuer as herein provided; provided, however, that all income and gain, if any, from monies or investments on deposit in the Bond Account shall constitute additional compensation for the [Administrator] and shall be subject to withdrawal at its direction from time to time. Any losses resulting from or arising in connection with investments of funds in the Bond Account shall be for the account of the [Administrator] (who shall promptly deposit into the Bond Account the amount of any such losses). (b) All of the funds on deposit in the Bond Account may be invested and reinvested by the Indenture Trustee at the written direction of the [Administrator] in one or more Permitted Investments, subject to the following requirements: (i) such Permitted Investments shall mature not later than one Business Day prior to the next Payment Date; (ii) the securities purchased with the monies in the Bond Account shall be deemed to be funds deposited in the Bond Account; (iii) each such Permitted Investment shall be made in the name of the Indenture Trustee (in its capacity as such) or in the name of a nominee of the Indenture Trustee under the Indenture Trustee's complete and exclusive dominion and control (or, if applicable law provides for perfection of pledges of an instrument not evidenced by a certificate or other instrument through registration of such pledge on books maintained by or on behalf of the issuer of such investment, a Permitted Investment may be made in such instrument notwithstanding that such instrument is not under the dominion and control of the Indenture Trustee, provided that such pledge is so registered); (iv) the Indenture Trustee shall have the sole control over such investment, the income thereon and the proceeds thereof; (v) other than the investments described in the second parenthetical phrase in clause (iii) above, any certificate or other instrument evidencing such investment shall be delivered directly to the Indenture Trustee or its agent; and (vi) the proceeds of each investment shall be remitted by the purchaser thereof directly to the Indenture Trustee for deposit in the Bond Account, subject to withdrawal by the Indenture Trustee as provided herein. In the absence of written direction from the [Administrator], funds on deposit in the Bond Account shall remain uninvested. (c) Unless the Bonds have been declared due and payable pursuant to Section 5.02 and payments and other collections from the Trust Estate are being applied pursuant to Section 5.06, the Indenture Trustee is authorized to make withdrawals from the Bond Account (the order set forth hereafter not constituting an order of priority for such withdrawals) (i) to make payments on the Bonds as provided herein, (ii) to pay the [Administrator] interest and other income earned on funds on deposit in the Bond Account, (iii) to pay [Administrative Expenses and Additional Expenses] in respect of the Issuer or the Trust Estate, and (iv) to withdraw any amounts deposited in the Bond Account in error. SECTION 8.03. Other Accounts. As and when required by the Servicing Agreement, the Issuer, the Indenture Trustee and the Paying Agent, as applicable, shall establish and maintain such other Accounts (in addition to the Bond Account) in respect of the Bonds as are specified by, and in such manner and amounts and with such depository institutions as are specified in, the Servicing Agreement. Deposits to and disbursements from such other Accounts, and investments of amounts held therein from time to time, shall be made as provided in the Servicing Agreement. SECTION 8.04. Release of Trust Estate. (a) Subject to the payment of the Indenture Trustee's fees and expenses pursuant to Section 6.07 and to the payment of any other Administrative Expenses, Servicing Expenses or Additional Expenses, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property, securities or funds constituting part of the Trust Estate from the lien of this Indenture, or convey the Indenture Trustee's interest in the same, in a manner and under circumstances which are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Indenture Trustee shall, at such time as there are no Bonds Outstanding, all sums due the Indenture Trustee pursuant to Section 6.07 have been paid, release any remaining portion of the Trust Estate from the lien of this Indenture and release any funds then on deposit in any Account. (c) Without restricting any other provision hereof regarding the release of property, securities or funds, the Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04 only upon receipt of an Issuer Order accompanied by an Officer's Certificate, an Opinion of Counsel and (if required by the TIA) a certificate or opinion from an Accountant, in accordance with TIA ss. 314(c) and meeting the applicable requirements of Section 14.01(a). (d) Upon any release of property, securities or funds in accordance with this Section 8.04, the Indenture Trustee shall automatically be released of any obligations and responsibilities with respect to the property, securities and funds so released (including being released from the claims of any Person against such property, securities or funds released). SECTION 8.05. Opinion of Counsel. The Indenture Trustee shall receive at least seven (7) days' notice when requested by the Issuer to take any action pursuant to Section 8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Bonds or the rights of the Holders of such Bond in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action. ARTICLE IX SUPPLEMENTAL INDENTURES SECTION 9.01. Supplemental Indentures Without Consent of Bondholders. Without the consent of any Bondholders, the Issuer and the Indenture Trustee, at any time and from time to time, may amend this Indenture or enter into one or more indentures supplemental hereto, for any of the following purposes: (1) to correct and amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; or (2) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Bonds, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (3) to evidence the succession, in compliance with the applicable provisions herein, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Bonds; or (4) to add to the covenants of the Issuer or the Indenture Trustee, for the benefit of the Holders, or to surrender any right or power herein conferred upon the Issuer; or (5) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; or (6) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provisions herein, or to amend any other provisions with respect to matters or questions arising under this Indenture, provided that such action shall not materially and adversely affect the interests of any of the Holders of the Bonds; or (7) to evidence and provide for the acceptance of appointment hereunder by a successor trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Section 6.10 or 6.13; or (8) to modify this Indenture to the extent necessary to effect the Indenture Trustee's qualification under the Trust Indenture Act or to comply with the requirements of the Trust Indenture Act. The Indenture Trustee is hereby authorized to join in the execution of any such amendment or supplemental indenture and to make any further appropriate agreements and stipulations which may be therein contained or required. In connection with any such amendment or supplemental indenture, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel generally to the effect that such amendment will not adversely affect the federal income tax status of the Issuer or of the Trust Estate. The Indenture Trustee may, in its discretion, elect not to join in the execution of any amendment or supplemental indenture if it determines that any such amendment or supplemental indenture materially and adversely affects the rights, duties, liabilities and immunities of the Indenture Trustee. SECTION 9.02. Supplemental Indentures With Consent of Bondholders. With the consent of the Holders of Bonds representing more than 50% of the Voting Rights of each Class of Bonds, the Issuer and the Indenture Trustee may amend this Indenture or enter into one or more indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture with respect to such Bonds or of modifying in any manner the rights of the Bondholders under this Indenture; provided that no such amendment or supplemental indenture shall, without the consent of the Holder of each Outstanding Bond affected thereby: (1) change the date of payment of any installment of principal of or interest or premium, if any, on any Bond, or reduce the Principal Amount thereof, the Bond Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of payments, collections and/or distributions on, or the proceeds of the sale of, the Trust Estate to payments of principal of or interest or premium, if any on any Bonds or change any place of payment where, or the coin or currency in which, any Bond or the interest or premium, if any, thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on any Bond on or after the respective due dates thereof (or, in the case of redemption, on or after the applicable Redemption Date); (2) reduce the percentage of the Voting Rights for or allocated to, or the percentage of the aggregate Principal Amount or Notional Amount of, any Class, the consent of the Holders of Bonds representing which is required for any such supplemental indenture, or the consent of the Holders of Bonds representing which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (3) modify or alter the provisions of the proviso to the definition of the term "Outstanding"; (4) reduce the percentage of the Voting Rights allocated to, or the percentage of the aggregate Principal Amount or Notional Amount of, any Class of Bonds, the consent or direction of the Holders of Bonds representing which is required to allow or direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.04 or Section 5.12; (5) modify any provision of this Section 9.02, except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Bond affected thereby; (6) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest, premium (if any) or principal due on any Bond on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Bonds to the benefit of any provisions for the mandatory redemption of the Bonds contained herein; or (7) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Bond of the security afforded by the lien of this Indenture, except as otherwise expressly permitted hereby. The Indenture Trustee may in its discretion determine whether or not any Bonds would be affected by any amendment or supplemental indenture and any such determination shall be conclusive upon the Holders of all Bonds, whether theretofore or thereafter authenticated and delivered hereunder. The Indenture Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for the consent of Bondholders under this Section 9.02 to approve the particular form of any proposed amendment or supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. For purposes of giving the consents contemplated by this Section 9.02, Bonds held by the Issuer, the Depositor and any Affiliate thereof will be given the same regard as Bonds held by any other Person. SECTION 9.03. [Reserved]. SECTION 9.04. Delivery of Supplements and Amendments. Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture or amendment pursuant to the provisions hereof, the Indenture Trustee, at the expense of the Issuer payable out of the Trust Estate pursuant to Section 6.07, shall mail, first class postage prepaid, to each Holder of Bonds to which such supplemental indenture or amendment relates a notice setting forth in general terms the substance of such supplemental indenture or amendment. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture or amendment. SECTION 9.05. Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any amendment or supplemental indenture permitted by this Article IX or in accepting the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, at the Issuer's expense payable out of the Trust Estate pursuant to Section 6.07, and subject to Sections 6.01 and 6.03, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such amendment or supplemental indenture is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such amendment or supplemental indenture that affects the Indenture Trustee's own rights, duties or immunities under this Indenture or otherwise. SECTION 9.06. Effect of Supplemental Indentures. Upon the execution of any amendment, supplemental indenture pursuant to the provisions hereof, this Indenture shall be and shall be deemed to be modified and amended in accordance therewith, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuer and the Holders of the Bonds shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such amendment or supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. SECTION 9.07. Conformity with Trust Indenture Act. Every amendment and supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the Trust Indenture Act as then in effect so long as this Indenture shall then be required to be qualified under the Trust Indenture Act. SECTION 9.08. Reference in Bonds to Supplemental Indentures. Bonds authenticated and delivered after the execution of any amendment or supplemental indenture pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such amendment or supplemental indenture that affects such Bonds. If the Issuer or the Indenture Trustee shall so determine, new Bonds so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such amendment or supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Bonds affected by such amendment or supplemental indenture. ARTICLE X PAYMENTS SECTION 10.01. Payment of Principal, Premium (if any) and Interest. (a) All payments of interest, principal and other amounts made with respects to any Class of Bonds will be allocated pro rata among the Outstanding Bonds of such Class based on the respective Principal Amounts thereof. (b) On each Payment Date, unless the Bonds have been declared due and payable pursuant to Section 5.02 and payments and other collections from the Trust Estate are being applied pursuant to Section 5.06, the Indenture Trustee shall withdraw from the Bond Account and apply the Available Payment Amount for such Payment Date among the respective Classes of Bondholders and the Issuer for the following purposes and in the following order of priority, in each case to the extent of remaining funds: [(i) to the Holders of the Class A Bonds in respect of interest, pro rata as between the two Classes of Class A Bondholders based on entitlement, up to an amount equal to all unpaid interest accrued in respect of each such Class of Bonds through the end of the related Interest Accrual Period; (ii) to the Holders of the Class A Bonds in respect of principal, allocable as between the two Classes of Class A Bondholders as provided below, up to an amount equal to the lesser of (A) the then aggregate Principal Amount of the Class A Bonds and (B) the Principal Payment Amount for such Payment Date; (iii) to the Holders of the Class B Bonds in respect of interest, up to an amount equal to all unpaid interest accrued in respect of such Class of Bonds through the end of the related Interest Accrual Period; (iv) after the aggregate Principal Amount of the Class A Bonds has been reduced to zero, to the Holders of the Class B Bonds in respect of principal, up to an amount equal to the lesser of (A) the then aggregate Principal Amount of the Class B Bonds and (B) the excess, if any, of the Principal Payment Amount for such Payment Date over any amounts paid on such Payment Date in retirement of the Class A Bonds pursuant to clause (ii) above; (v) to the Holders of the Class C Bonds in respect of interest, up to an amount equal to all unpaid interest accrued in respect of such Class of Bonds through the end of the related Interest Accrual Period; (vi) after the aggregate Principal Amount of the Class A and Class B Bonds has been reduced to zero, to the Holders of the Class C Bonds in respect of principal, up to an amount equal to the lesser of (A) the then aggregate Principal Amount of the Class C Bonds and (B) the excess, if any, of the Principal Payment Amount for such Payment Date over any amounts paid on such Payment Date in retirement of the Class A and/or Class B Bonds pursuant to clauses (ii) and (iv) above; (vii) to the Holders of the Class D Bonds in respect of interest, up to an amount equal to all unpaid interest accrued in respect of such Class of Bonds through the end of the related Interest Accrual Period; (viii) after the aggregate Principal Amount of the Class A, Class B and Class C Bonds has been reduced to zero, to the Holders of the Class D Bonds in respect of principal, up to an amount equal to the lesser of (A) the then aggregate Principal Amount of the Class D Bonds and (B) the excess, if any, of the Principal Payment Amount for such Payment Date over any amounts paid on such Payment Date in retirement of the Class A, Class B and/or Class C Bonds pursuant to clauses (ii), (iv) and (vi) above; (ix) to the Holders of the Class E Bonds in respect of interest, up to an amount equal to all unpaid interest accrued in respect of such Class of Bonds through the end of the related Interest Accrual Period; (x) after the aggregate Principal Amount of the Class A, Class B, Class C and Class D Bonds has been reduced to zero, to the Holders of the Class E Bonds in respect of principal, up to an amount equal to the lesser of (A) the then aggregate Principal Amount of the Class E Bonds and (B) the excess, if any, of the Principal Payment Amount for such Payment Date over any amounts paid on such Payment Date in retirement of the Class A, Class B, Class C and/or Class D Bonds pursuant to clauses (ii), (iv), (vi) and (viii) above; (xi) to the Holders of the Class F Bonds in respect of interest, up to an amount equal to all unpaid interest accrued in respect of such Class of Bonds through the end of the related Interest Accrual Period; (xii) after the aggregate Principal Amount of the Class A, Class B, Class C, Class D and Class E Bonds has been reduced to zero, to the Holders of the Class F Bonds in respect of principal, up to an amount equal to the lesser of (A) the then aggregate Principal Amount of the Class F Bonds and (B) the excess, if any, of the Principal Payment Amount for such Payment Date over any amounts paid on such Payment Date in retirement of the Class A, Class B, Class C, Class D and/or Class E Bonds pursuant to clauses (ii), (iv), (vi), (viii) and (x) above; (xiii) if, after giving effect to the payments of principal on the Bonds contemplated by clauses (ii), (iv), (vi), (viii), (x) and (xii) above, the aggregate Principal Amount of all the Bonds still exceeds the then aggregate Stated Principal Balance of the Mortgage Pool, then to the holders of the Class A Bonds (allocable as between the two Classes of Class A Bondholders as described below), the Class B Bonds, the Class C Bonds, the Class D Bonds, the Class E Bonds and the Class F Bonds, in that order, in respect of principal, until (in the case of each Class of Bonds on which payments of principal are so made) such excess (or the aggregate Principal Amount of such Class of Bonds) is reduced to zero (whichever occurs first); and (xiv) to, or at the direction of, the Issuer in an amount equal to the entire remaining portion, if any, of the Available Payment Amount for such Payment Date.] [On each Payment Date prior to the Class A Principal Payment Cross-Over Date, if any, all payments of principal on the Class A Bonds pursuant to clause (i) or clause (xiii) of this Section 10.01(b) will be paid, first, to the Holders of the Class A-1 Bonds, until the aggregate Principal Amount of such Class of Bonds is reduced to zero, and thereafter, to the Holders of the Class A-2 Bonds, until the aggregate Principal Amount of such Class of Bonds is reduced to zero. On each Payment Date on and after the Class A Principal Payment Cross-Over Date, all payments of principal on the Class A Bonds pursuant to clause (i) or clause (xiii) of this Section 10.01(b) will be paid to the Holders of such two Classes of Bonds, pro rata, in accordance with their respective aggregate Principal Amounts outstanding immediately prior to such Payment Date, until the aggregate Principal Amount of each such Class of Bonds is reduced to zero.] (c) On each Payment Date, unless the Bonds have been declared due and payable pursuant to Section 5.02 and payments and other collections from the Trust Estate are being applied pursuant to Section 5.06, the Indenture Trustee shall withdraw from the Bond Account and apply an amount equal to the Prepayment Premiums collected during the related Collection Period among the respective Classes of Bondholders and the Issuer for the following purposes and in the following order of priority, in each case to the extent of remaining funds: [(i) to the Holders of the Class A Bonds in respect of additional interest, pro rata as between the two Classes of Class A Bondholders based on entitlement, up to an amount equal to the Yield Maintenance Amount for each such Class of Bonds for such Payment Date; (ii) to the Holders of the Class B Bonds in respect of additional interest, up to an amount equal to the Yield Maintenance Amount for such Class of Bonds for such Payment Date; (iii) to the Holders of the Class C Bonds in respect of additional interest, up to an amount equal to the Yield Maintenance Amount for such Class of Bonds for such Payment Date; (iv) to the Holders of the Class D Bonds in respect of additional interest, up to an amount equal to the Yield Maintenance Amount for such Class of Bonds for such Payment Date; (v) to the Holders of the Class E Bonds in respect of additional interest, up to an amount equal to the Yield Maintenance Amount for such Class of Bonds for such Payment Date; (vi) to the Holders of the Class F Bonds in respect of additional interest, up to an amount equal to the Yield Maintenance Amount for such Class of Bonds for such Payment Date; and (vii) to, or at the direction of, the Issuer in an amount equal to the entire remaining portion, if any, of such Prepayment Premiums for such Payment Date.] (d) If the Bonds have been declared due and payable pursuant to Section 5.02 and payments and other collections from the Trust Estate are to be applied pursuant to Section 5.06, then the portion of such payments and other collections allocable to make payments on the Bonds on each Payment Date shall be applied among the respective Classes of Bondholders for the following purposes and in the following order of priority, in each case to the extent of remaining funds: [(i) to the Holders of the Class A Bonds in respect of interest, pro rata as between the two Classes of Class A Bondholders based on entitlement, up to an amount equal to all unpaid interest accrued in respect of each such Class of Bonds through the end of the related Interest Accrual Period; (ii) to the Holders of the Class A Bonds in respect of principal, pro rata as between the two Classes of Class A Bondholders based on their respective aggregate Principal Amounts, until such Bonds are retired; (iii) to the Holders of the Class B Bonds in respect of interest, up to an amount equal to all unpaid interest accrued in respect of such Class of Bonds through the end of the related Interest Accrual Period; (iv) after the aggregate Principal Amount of the Class A Bonds has been reduced to zero, to the Holders of the Class B Bonds in respect of principal, until such Bonds are retired; (v) to the Holders of the Class C Bonds in respect of interest, up to an amount equal to all unpaid interest accrued in respect of such Class of Bonds through the end of the related Interest Accrual Period; (vi) after the aggregate Principal Amount of the Class A and Class B Bonds has been reduced to zero, to the Holders of the Class C Bonds in respect of principal, until such Bonds are retired; (vii) to the Holders of the Class D Bonds in respect of interest, up to an amount equal to all unpaid interest accrued in respect of such Class of Bonds through the end of the related Interest Accrual Period; (viii) after the aggregate Principal Amount of the Class A, Class B and Class C Bonds has been reduced to zero, to the Holders of the Class D Bonds in respect of principal, until such Bonds are retired; (ix) to the Holders of the Class E Bonds in respect of interest, up to an amount equal to unpaid interest accrued in respect of such Class of Bonds through the end of the related Interest Accrual Period; (x) after the aggregate Principal Amount of the Class A, Class B, Class C and Class D Bonds has been reduced to zero, to the Holders of the Class E Bonds in respect of principal, until such Bonds are retired; (xi) to the Holders of the Class F Bonds in respect of interest, up to an amount equal to all unpaid interest accrued in respect of such Class of Bonds through the end of the related Interest Accrual Period; and (xii) after the aggregate Principal Amount of the Class A, Class B, Class C, Class D and Class E Bonds has been reduced to zero, to the Holders of the Class F Bonds in respect of principal, until such Bonds are retired.] [(e) Until such time as the Indenture Trustee receives contrary instructions from the Owner Trustee in writing, the Indenture Trustee is hereby authorized and agrees to make all payments that are to be made to or at the direction of the Issuer pursuant to either of subsections (b) or (c) of this Section 10.01 or pursuant to Section 5.06 directly to the Depositor as the sole holder of all the Owner Trust Certificates, by wire transfer in accordance with written wiring instructions provided by the Depositor. This Section 10.01(e) shall constitute a direction made by the Owner Trustee in accordance with Section 4.2 of the Deposit Trust Agreement, and all payments made pursuant to this Section 10.01(e) shall constitute distributions made pursuant to Section 4.2 of the Deposit Trust Agreement. The Indenture Trustee agrees to accept and act in accordance with such alternative payment instructions with respect to monies payable to or at the direction of the Issuer as the Owner Trustee shall provide in writing no less than five Business Days prior to the related Payment Date. In connection with making any payments pursuant to this Section 10.01(e), the Indenture Trustee shall promptly provide to the Owner Trustee and the Administrator by facsimile transmission and first-class mail, postage prepaid, a written statement detailing the amounts so paid.] (f) Subject to Section 2.07(g), the Issuer shall duly and punctually pay the principal of, premium (if any) on and interest on the Bonds in accordance with the terms of the Bonds and this Indenture. Amounts properly withheld under the Code by any Person from a payment to any Bondholder of interest, premium (if any) or principal shall be considered as having been paid by the Issuer to such Bondholder for all purposes of this Indenture. ARTICLE XI OPTIONAL REDEMPTION OF BONDS BY ISSUER AND SPECIAL REDEMPTION OF BONDS SECTION 11.01. Optional Redemption by Issuer. (a) Provided that no Issuer Event of Default has occurred and is continuing, the Issuer may, at its option, redeem Bonds of any Class, in whole or in part, at the applicable Redemption Price therefor, on a random lot or pro rata basis, on any Payment Date as of which the aggregate Principal Amount of such Class is less than or equal to ___% of the initial aggregate Principal Amount thereof. If the Issuer shall elect to redeem Bonds pursuant to this Section 11.01, it shall furnish notice of such election to the Indenture Trustee not later than 30 days prior to the Redemption Date whereupon all such Bonds shall be due and payable and the Issuer shall furnish a notice complying with Section 11.02 to each Holder of the Class or Classes being called for redemption pursuant to this Section 11.01. The Issuer's option to redeem Bonds shall be evidenced by an Issuer Order directing the Indenture Trustee to redeem Bonds in the aggregate Principal Amount or Notional Amount (as the case may be), on the Redemption Date and at the Redemption Price specified in such Issuer Order. (b) The Redemption Price for any Bond to be redeemed pursuant to this Section 11.01 will be equal to 100% of the outstanding Principal Amount of such Bond, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate through the end of the Interest Accrual Period relating to the Payment Date that will also constitute the Redemption Date. (c) In the case of a redemption pursuant to this Section 11.01, on or before the Business Day next preceding the date on which notice of redemption is to be given as provided in Section 11.02, the Issuer shall deposit with the Paying Agent cash or Permitted Investments, in an amount sufficient (together with any amounts then available for such purpose in the related Bond Account and/or any other Pledged Fund or Account) to provide for payment on the Redemption Date of the Redemption Price for the Bonds to be redeemed. (d) On any Redemption Date, following the payments to be made on such date pursuant to Article X, the Indenture Trustee shall withdraw from the Bond Account and, subject to Section 2.07(e) hereof, pay to the Holders of the Bonds to be redeemed the full Principal Amount thereof, together with any unpaid interest thereon through the end of the related Interest Accrual Period.] SECTION 11.02. Form of Optional Redemption or Special Redemption Notice. Notice of redemption under Section 11.01 or of any special redemption under Section 11.04 shall be given by the Issuer (or by the Indenture Trustee at the Issuer's expense, if the Issuer, not less than 20 days prior to the applicable Redemption Date or Special Redemption Date, as the case may be, requests the Indenture Trustee to give such notice of redemption and furnishes to the Indenture Trustee the proposed form thereof, complying with this Section 11.02) by first-class mail, postage prepaid, mailed not less than 10 days prior to the applicable Redemption Date, or five days prior to the applicable Special Redemption Date, as the case may be, to each Person in whose name a Bond to be redeemed is registered as of the close of business on the Regular Record Date preceding the applicable Redemption Date that is also a Payment Date, or on the Special Redemption Record Date preceding the applicable Special Redemption Date, at such Holder's address appearing in the Bond Register; provided, however, that no such notice of optional redemption shall be mailed by the Indenture Trustee unless the Bond Account contains funds sufficient to pay the Redemption Price for the Bonds to be redeemed. (1) the Redemption Date or Special Redemption Date, as applicable; (2) the Redemption Price or Special Redemption Price, as applicable; (3) if Bonds of a Class are not to be paid in full on a Special Redemption Date, that the Special Redemption Price will become due and payable on such Special Redemption Date with respect to the principal amount of each Individual Bond as shall be specified in such notice, that the amount payable in respect of the principal amount of each such Bond shall be limited to the principal portion of the Special Redemption Price therefor, that no interest shall accrue on such principal amount to be so redeemed for any period after the Designated Interest Accrual Date for such Special Redemption Date and that payment of the Special Redemption Price will be paid by check mailed to the Persons whose names appear as the registered Holders thereof on the Bond Register as of the Special redemption Record Date applicable to such Special Redemption Date and identified in such notice of redemption; and (4) if Bonds of a Class are to be paid in full on a Redemption Date or a Special Redemption Date, the fact of such expectation of payment in full, the place(s) where such Bonds may be surrendered for payment of the Redemption Price or the Special Redemption Price, as the case may be (which shall include the office or agency to be maintained as provided in Section 3.02), and that no interest shall accrue on such Bonds for any period after either the end of the Interest Accrual Period relating to such Redemption Date or the Designated Interest Accrual Date for such Special Redemption Date, as the case may be. Notice of redemption or special redemption as specified herein shall be given by the Issuer, or by the Indenture Trustee in the name of and at the expense of the Issuer if the Issuer requests the Indenture Trustee to do so as provided above in this Section 11.02. Failure to give notice of redemption or special redemption, or any defect therein, to any Holder of any Bond selected for redemption or special redemption shall not impair or affect the validity of the redemption or special redemption of any other Bond so selected. SECTION 11.03. Bonds Payable on Redemption Date or Special Redemption Date. Notice of redemption or special redemption having been given as provided in Section 11.02, the Bonds or portions thereof to be redeemed shall, on the applicable Redemption Date or Special Redemption Date, as the case may be, become due and payable at the Redemption Price or Special Redemption Price, as the case may be, and unless (a) the Issuer shall default in the payment of the Redemption Price or Special Redemption Price, as the case may be, or (b) no interest shall accrue on the Principal Amount of such Bonds or portions thereof to be redeemed for any period after the end of the Interest Accrual Period relating to such Redemption Date or after the Designated Interest Accrual Date for such Special Redemption Date, as the case may be. [SECTION 11.04. Special Redemptions. (a) If the Payment Date occurs less frequently than every month, and if the Indenture Trustee or other specified Person determines that the amount anticipated to be on deposit in the related Bond Account and available to make payments on the Bonds on the next succeeding Payment Date shall be insufficient to pay interest and/or principal expected or assumed, as the case may be, to be due and payable on the Bonds on such date, then, the Bonds of any Class may be subject to special redemption, in whole or in part, at the applicable Special Redemption Price therefor, on a pro rata basis, on any Special Redemption Date in any calendar month during which the Payment Date does not also occur. (b) There shall be no limit upon the number of times the Issuer may call Bonds for special redemption and more than one Special Redemption Date may be fixed by the Issuer between two succeeding Payment Dates so long as (i) the requisite determinations contemplated by Section 11.04(a) are made, (ii) the other requirements of this Article XI are complied with and (iii) no more than one Special Redemption Date shall be scheduled in any calendar month. (c) The Special Redemption Price for any Bond to be redeemed in connection with a special redemption pursuant to this Section 11.04 will be equal to 100% of the outstanding Principal Amount of such Bond or portion thereof to be so redeemed, together with accrued and unpaid interest thereon at the applicable Bond Interest Rate from the first day following the Interest Accrual Period relating to the Payment Date immediately preceding the Special Redemption Date (or from the Accrual Date in the case of a special redemption prior to the first Payment Date) through the Designated Interest Accrual Date for the Special Redemption Date. ARTICLE XII BONDHOLDERS' MEETING SECTION 12.01. Purposes for Which Meetings May Be Called. A meeting of Bondholders of any Class may be called at any time and from time to time pursuant to the provisions of this Article XII for any of the following purposes: (a) to give any notice to the Issuer or to the Indenture Trustee, to give any direction to the Indenture Trustee, to consent to the waiver of any default hereunder and its consequences, or to take any other action authorized to be taken by Bondholders pursuant to any of the provisions of Article V; (b) to remove the Indenture Trustee and appoint a successor trustee pursuant to the provisions of Article VI; (c) to consent to the execution of an amendment or amendments hereof or to an indenture or indentures supplemental hereto pursuant to the provisions of Article IX; or (d) to take any other action authorized to be taken by or on behalf of the Holders of any Class under any other provision of this Indenture or under applicable law. SECTION 12.02. Manner of Calling Meetings. The Indenture Trustee may at any time call a meeting of Bondholders of any Class to take any action specified in Section 12.01, to be held at such time and at such place in the continental United States as the Indenture Trustee shall determine. Notice of every meeting of the Bondholders of any Class, setting forth the time and the place of such meeting, shall be mailed not less than 20 or more than 60 days prior to the date fixed for the meeting to each such Bondholder as provided in Section 14.05. Any failure of the Indenture Trustee to mail notice to every Bondholder of the applicable Class or any defect in mailing the notice shall not impair or affect the validity of the meeting. The Indenture Trustee may fix, in advance, a date as the record date for determining the Bondholders of the applicable Class entitled to notice of or to vote at any such meeting not less than 20 nor more than 75 days prior to the date fixed for such meeting. SECTION 12.03. Call of Meeting by Issuer or Bondholders. If, at any time the issuer, pursuant to an Issuer Order, shall have requested the Indenture Trustee to call a meeting of the Bondholders of any Class, or the Holders of Bonds representing at least 10% of the Voting Rights of any Class shall have requested the Indenture Trustee to call a meeting of Bondholders of such Class, to take any action authorized in Section 12.01, by written request setting forth in reasonable detail the action proposed to be taken at such meeting, and the Indenture Trustee shall not have mailed notice of such meeting within 15 days after receipt of such request, then the Issuer or the Holders of Bonds of the applicable Class representing at least 10% of the Voting Rights of such Class may determine the time and the place for such meeting, the record date for determining the Bondholders entitled to notice of or to vote at such meeting, and may call such meeting only to take any action authorized in Section 12.01, by mailing notice thereof as provided in Section 12.02. SECTION 12.04. Who May Attend and Vote at Meetings. To attend and to be entitled to vote at any meeting of Bondholders a Person shall (i) be a Holder on the applicable record date of one or more Bonds of the Class with respect to which such meeting was called or (ii) be a Person appointed by an instrument in writing as proxy by a Holder described in the immediately preceding clause (i). The only Persons who shall be entitled to be present or to speak at any meeting of Bondholders of any Class shall be the Persons entitled to vote at such meeting and their counsel, and any representatives of the Issuer and the Indenture Trustee and their counsel. SECTION 12.05. Regulations May Be Made by Indenture Trustee. Notwithstanding any other provisions of this Indenture, the Indenture Trustee may make such reasonable regulations as it may deem advisable for any meeting of Bondholders, in regard to proof of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Bonds shall be proved in the manner specified in Section 14.03 and the appointment of any proxy shall be proved in the manner specified in such Section 14.03; provided, however, that such regulations may provide that written instruments appointing proxies regular on their face may be presumed valid and genuine without the proof hereinabove or in such Section 14.03 specified. The Indenture Trustee shall, by written instrument, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Issuer or by Bondholders as provided in Section 12.03, in which case the Issuer or the Bondholders calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and permanent secretary of the meeting shall be elected by majority vote (calculated in accordance with the following paragraph) of the Persons present at the meeting and entitled to vote. At any meeting of Holders, each Person entitled to vote at such meeting shall be entitled to one vote for each Individual Bond of the applicable Class held and/or represented by such Person; provided, however, that no vote shall be cast or counted at any meeting in respect of any Bond challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall have no right to vote other than by virtue of Bonds held by him or instruments in writing as aforesaid duly designating such chairperson as the proxy to vote on behalf of other Bondholders. Any meeting of Bondholders duly called pursuant to the provisions of Section 12.02 or 12.03 may be adjourned from time to time, and the meeting may be held as so adjourned without further notice. At any meeting of Holders, the presence of Persons holding or representing Bonds of the applicable Class in Voting Rights sufficient to take action upon the business for the transaction of which such meeting was called, shall be necessary to constitute a quorum; but, if less than a quorum be present, the Persons holding or representing Bonds of the applicable Class with Voting Rights of more than 50% of the Voting Rights of all the Bonds of such Class represented at the meeting may adjourn such meeting with the same effect, for all intents and purposes, as though a quorum had been present. SECTION 12.06. Manner of Voting at Meetings and Records To Be Kept. The vote upon any matter submitted to any meeting of Bondholders shall be by written ballots on which shall be subscribed the signatures of such Holders or of their representatives by proxy and the serial number or numbers of the Bonds of the applicable Class held or represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified written reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of each meeting of Bondholders shall be prepared by the secretary of the meeting and there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more Persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was mailed as provided in Section 12.02. The record shall show the serial numbers of the Bonds voting in favor of and against any resolutions. The record shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the Issuer and the other to the Indenture Trustee to be preserved by the Indenture Trustee. Any record so signed and verified shall be conclusive evidence of the matters therein stated. SECTION 12.07. Exercise of Rights of Indenture Trustee and Bondholders Not To Be Hindered or Delayed. Nothing contained in this Article XII shall be deemed or construed to authorize or permit, by reason of any call of a meeting of Bondholders or any rights expressly or impliedly conferred hereunder to make such call, any hindrance or delay in the exercise of any right or rights conferred upon or reserved to the Indenture Trustee or to the Bondholders under any of the provisions of this Indenture or of the Bonds. Any action specified in Section 12.01 may be effected by Act of the appropriate Bondholders or in any other manner permitted hereby, without any meeting being called pursuant to this Article XII. ARTICLE XIII MORTGAGE COLLATERAL AND SERVICING SECTION 13.01. Delivery of Mortgage Collateral. (a) In connection with the Grant of the Trust Estate by the Issuer to secure the Bonds, the Issuer shall deliver to and deposit with, or cause to be delivered to and deposited with, the Indenture Trustee or a Custodian appointed thereby (with copies to the Master Servicer), on or before the Closing Date, the Mortgage File for each Pledged Mortgage Loan and a fully executed copy of the Mortgage Loan Purchase Agreement. (b) The Indenture Trustee shall deliver to the Master Servicer within ___ days after the Closing Date each assignment of Mortgage and assignment of Assignment of Leases in favor of the Indenture Trustee referred to in clauses (iv) and (v) of the definition of "Mortgage File" and each UCC-2 and UCC-3 in favor of the Indenture Trustee referred to in clause (viii) of the definition of "Mortgage File"; and, pursuant to the Servicing Agreement, the Master Servicer shall, at the Seller's expense, as to each Pledged Mortgage Loan, be required promptly (and in any event within ___ days following the Closing Date) to cause each such document to be submitted for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as the Master Servicer deems appropriate. Each such assignment shall reflect that it should be returned by the public recording office to the Indenture Trustee following recording, and each such UCC-2 and UCC-3 shall reflect that the file copy thereof should be returned to the Indenture Trustee following filing; provided that in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases the Master Servicer shall be required, pursuant to the Servicing Agreement, to obtain therefrom a certified copy of the recorded original. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Issuer shall promptly prepare or cause to be prepared a substitute therefor or cure such defect, as the case may be, and thereafter the Master Servicer shall upon receipt thereof cause the same to be duly recorded or filed, as appropriate. (c) The Issuer shall deliver to and deposit with, or cause to be delivered to and deposited with, the Master Servicer all documents and records in the possession of the Issuer or the Seller that relate to the Pledged Mortgage Loans necessary for the servicing of the Mortgage Loans and that are not required to be a part of a Mortgage File in accordance with the definition thereof, and the Master Servicer shall hold all such documents and records on behalf of the Indenture Trustee in trust for the benefit of the Bondholders and, subject to the lien of this Indenture, the Issuer. (d) The Indenture Trustee, by its execution and delivery of this Agreement, acknowledges receipt by it or a Custodian on its behalf, subject to the proviso in the definition of Mortgage File, to any exceptions noted on the Schedule of Exceptions to Mortgage File Delivery attached hereto as Exhibit C, to the provisions of Section 13.01(f) and to the further review provided for in Section 13.01(e), of (i) the Mortgage File with respect to each Pledged Mortgage Loan, (ii) a fully executed counterpart of the Mortgage Loan Purchase Agreement, and (iii) all other assets delivered to it and included in the Trust Estate, in good faith and without notice of any adverse claim, and declares that it or a Custodian on its behalf holds and will hold such documents and the other documents received by it that constitute portions of the Mortgage Files, and that it holds and will hold such other assets included in the Trust Estate, in trust for the exclusive use and benefit of all present and future Bondholders and, subject to the lien of this Indenture, the Issuer. In addition, the Indenture Trustee hereby certifies to the Issuer, the Master Servicer and the Special Servicer and for the benefit of the Bondholders that, as to each Pledged Mortgage Loan listed on the Schedule of Collateral, except as specifically identified in the Schedule of Exceptions to Mortgage File Delivery attached hereto as Exhibit C, (i) all documents specified in clauses (i), (ii), (iv), (vii) and (viii) of the definition of "Mortgage File" are in its possession or the possession of a Custodian on its behalf, (ii) all documents referred to in clause (i) of this sentence received by it or any Custodian with respect to such Pledged Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor) and purport to relate to such Pledged Mortgage Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Schedule of Mortgage Collateral with respect to Mortgage Rate, original principal balance and Stated Maturity Date accurately reflects the information set forth in the Mortgage File. The Indenture Trustee shall not (i) transfer legal title to, or release from the lien of this Indenture, any of the Pledged Mortgage Loans or any other asset constituting all or a portion of the Trust Estate (except as expressly provided herein or permitted hereby) or (ii) permit any of the Pledged Mortgage Loans or any other asset constituting all or a portion of the Trust Estate to be subjected to any lien, claim or encumbrance arising by, through or under the Indenture Trustee or any Person claiming by, through or under the Indenture Trustee. (e) On or about the ___ day following the Closing Date (and, if any exceptions are noted, again on or about the first anniversary of the Closing Date), the Indenture Trustee shall, subject to Section 13.01(f), certify in writing to the Issuer, the Master Servicer and the Special Servicer and for the benefit of the Bondholders that, as to each Pledged Mortgage Loan listed on the Schedule of Collateral (other than any Pledged Mortgage Loan as to which a Liquidation Event has occurred or any Pledged Mortgage Loan specifically identified in any exception report annexed thereto as not being covered by such certification): (i) all documents specified in clauses (i) through (v), (vii) and (viii) of the definition of "Mortgage File" are in its possession, (ii) all documents received by it or any Custodian with respect to such Pledged Mortgage Loan have been reviewed by it or by such Custodian on its behalf and appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor) and purport to relate to such Pledged Mortgage Loan, and (iii) based on the examinations referred to in Section 13.01(d) above and this Section 13.01(e) and only as to the foregoing documents, the information set forth in the Schedule of Mortgage Collateral with respect to the Mortgage Rate, original principal balance and Stated Maturity Date accurately reflects the information set forth in the Mortgage File. (f) Neither the Indenture Trustee nor any Custodian is under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers relating to the Pledged Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, enforceable, in recordable form, sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. (g) If either party hereto discovers that any document constituting a part of a Mortgage File has not been properly executed, is missing, contains information that does not conform in any respect with the corresponding information set forth in the Schedule of Mortgage Collateral (and the terms of such document have not been modified by written instrument contained in the Mortgage File), or does not appear to be regular on its face (each, a "Document Defect"), or if either party hereto discovers a breach of any representation or warranty of the Seller relating to a Pledged Mortgage Loan set forth in the Mortgage Loan Purchase Agreement (a "Breach"), such party shall give prompt written notice thereof to the other party and to the Master Servicer and the Special Servicer. (h) Promptly upon its discovery or receipt of notice of any Document Defect that materially and adversely affects the value of any Mortgage Loan or the interests of the Bondholders therein, the Issuer shall either (i) cure such Document Defect in all material respects within [90] days of its receipt of notice of such Document Defect (or if such Document Defect is capable of being cured but not within such [90-day] period, the Issuer has commenced and is diligently proceeding with the cure of such Document Defect within such 90-day period, and the Issuer shall have delivered to the Indenture Trustee and the Master Servicer a certification that such Document Defect is not capable of being cured within an initial 90-day period, specifying what actions it is pursuing in connection with the cure thereof and stating that the Issuer anticipates that such Document Defect will be cured within an additional period not to exceed 90 more days, then the Issuer shall have up to an additional 90 days to complete such cure), or (ii) remove such affected Mortgage Loan from the Trust Estate and the lien of this Indenture and pay to the Indenture Trustee for deposit into the Bond Account an amount equal to the Release Price of the Mortgage Loan which is the subject of the removal as of such date. SECTION 13.02. Servicing and Administration of the Pledged Mortgage Loans. (a) The Pledged Mortgage Loans and any REO Properties acquired in respect thereof shall be serviced and administered pursuant to that certain Servicing Agreement dated as of __________________, 199_ (as amended from time to time, the "Servicing Agreement"), among the Issuer (acting through the Owner Trustee), the Indenture Trustee, _____________________ as master servicer (the "Master Servicer", which term includes any successor entity thereunder), and ______________________ as special servicer (the "Special Servicer", which term includes any successor entity thereunder). (b) The Servicing Agreement, in the form attached hereto as Exhibit E, as such agreement may be amended from time to time in accordance with the applicable provisions thereof and of this Indenture, is in all respects ratified and confirmed. SECTION 13.03 Releases of Pledged Mortgage Loans and REO Properties. Whenever the Mortgage Loan Purchase Agreement or the Servicing Agreement permits or requires the purchase, sale or other disposition of a Pledged Mortgage Loan or any REO Property (including, a purchase by, the Seller, the Master Servicer or the Special Servicer), or authorizes the release thereof to the Issuer, the transfer of legal title to such item of Mortgage Collateral and the release thereof from the lien of this Indenture shall be subject to Sections 8.04 and 14.01 in addition to the applicable terms and conditions of the Mortgage Loan Purchase Agreement and/or the Servicing Agreement. SECTION 13.04. Certain Designations of the Master Servicer and the Special Servicer. (a) To facilitate the servicing and administration of the Pledged Mortgage Loans and any related REO Properties, the Master Servicer and the Special Servicer each shall retain in accordance with the provisions of the Servicing Agreement and this Indenture, all collections on the Mortgage Collateral prior to the time the collections are required to be deposited into the Bond Account. Solely for the limited purpose expressed in this Section 13.04(a), the Indenture Trustee hereby designates each of the Master Servicer and the Special Servicer as its agent and bailee to hold such collections of the Mortgage Collateral until the collections are deposited into the Bond Account. By the designation pursuant to this Section 13.04(a) and the acceptance of such designation by each of the Master Servicer and the Special Servicer pursuant to the Servicing Agreement, the Indenture Trustee, as secured party, is deemed to have possession of all collections on the Mortgage for purposes of Section 9-305 of the Uniform Commercial Code. Furthermore, possession by the Master Servicer or the Special Servicer of a Permitted Investment in respect of such collections, which Permitted Investment constitutes a "certificated security", shall constitute possession by a person designated by the Indenture Trustee for purposes of Section 8-313 of the Uniform Commercial Code. The Indenture Trustee shall have no liability or responsibility by reason of any act or omission of any such Person pursuant to such designation. (b) To facilitate the servicing and administration of the Pledged Mortgage Loans and any related REO Properties, the Master Servicer and the Special Servicer shall each retain in accordance with the provisions of the Servicing Agreement and this Indenture, any Mortgage File or any particular document required to be part thereof or otherwise relating to the Pledged Mortgage Loans that may come into its or their possession. Solely for the limited purpose expressed in this Section 13.04(b), the Indenture Trustee hereby designates each of the Master Servicer and the Special Servicer as its agent and bailee to hold such Mortgage File or such particular Pledged Mortgage Loan documents. By the designation made pursuant to this Section 13.04(b) and the acceptance of such designation by each of the Master Servicer and the Special Servicer pursuant to the Servicing Agreement, the Indenture Trustee, as a secured party, is deemed to have possession of such Mortgage File or such particular Pledged Mortgage Loan document for purposes of Section 9-305 of the Uniform Commercial Code. The Indenture Trustee shall have no liability or responsibility by reason of any act or omission of any such Person pursuant to such designation. ARTICLE XIV MISCELLANEOUS SECTION 14.01. Compliance Certificates and Opinions, etc. (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, and in any event under the circumstances provided in Sections 2.10(b), 4.01 and 8.04(a), the Issuer shall furnish to the Indenture Trustee (i) an Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, and (iii) (if required by the TIA) a certificate or opinion from an Accountant stating that in the opinion of such Accountant all such conditions precedent, if any, subject to verification by Accountants have been complied with, and in each such case meeting the applicable requirements of this Section 14.01(a), except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. If and for so long as this Indenture is required to be qualified under the Trust Indenture Act, the Accountant rendering the certificate or opinion referred to in clause (iii) of the preceding sentence shall, as and when required by TIA ss. 314(c)(3), be an Independent Accountant selected or approved by the Indenture Trustee in the exercise of reasonable care. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (b) If this Indenture is or is to be secured by the mortgage or pledge of property, then (in addition to any obligation imposed in Section 14.01(a) or elsewhere in this Indenture): (1) Whenever any property is to be released from the lien of this Indenture, the Issuer shall furnish to the Indenture Trustee a certificate or opinion of an engineer, appraiser or other expert in such matters (which engineer, appraiser or other expert shall be Independent as and when required by TIA ss. 314(d))certifying or stating the opinion of such Person as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such Person the proposed release will not, in contravention of the provisions hereof, impair the security under this Indenture. (2) Prior to the deposit of any property (other than Bonds and securities secured by a lien prior to the lien of this Indenture upon property subject to the lien of this Indenture) with the Indenture Trustee which deposit is to be made the basis for (A) the authentication and delivery of any Bonds, (B) the withdrawal of cash or any Enhancement constituting a part of the Trust Estate or (C) the release of any property or securities subject to the lien of this Indenture, the Issuer shall furnish to the Indenture Trustee a certificate or opinion of an engineer, appraiser or other expert in such matters (which engineer, appraiser or other expert shall be Independent as and when required by TIA ss. 314(d)) certifying or stating the opinion of such Person as to the fair value (within 90 days of such deposit) to the Issuer of the property to be so deposited and the fair value to the Issuer of such other property as shall be required by TIA ss. 314(d) to be covered by such certificate or opinion. SECTION 14.02. Form of Documents Delivered to Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Authorized Officer of the Owner Trustee on behalf of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers or other individual representative of the Owner Trustee, the Indenture Trustee, the Depositor or other appropriate Person, stating that the information with respect to such factual matters is in the possession of the Owner Trustee, the Indenture Trustee, the Depositor or such other appropriate Person, unless such Authorized Officer or counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters is erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI. SECTION 14.03. Acts of Bondholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Bondholders may be 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. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Bondholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 14.03. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient. (c) The ownership of Bonds shall be proved by the Bond Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action of any Holder shall bind every future Holder of the same Bond and the Holder of every Bond issued upon the transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, suffered or omitted to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Bond. SECTION 14.04. Notice, etc., to Indenture Trustee and Issuer. Except as otherwise provided herein, any request, demand, authorization, direction, notice, consent, waiver or Act of Bondholders or other communication provided or permitted by this Indenture to be given to the Indenture Trustee or the Issuer shall be in writing and deemed given when delivered to: (a) the Indenture Trustee at its Corporate Trust Office, or (b) the Issuer addressed to it in care of the Owner Trustee at the address set forth herein and/or at such other address as may be otherwise furnished in writing to the Indenture Trustee and each Holder of Bonds. The Issuer shall promptly transmit any notice received by it from any Bondholder to the Indenture Trustee. SECTION 14.05. Notices to Bondholders; Notification Requirements and Waiver. Where this Indenture provides for notice to Bondholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each Bondholder affected by such event, at its address as it appears on the Bond Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Bondholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Bondholder shall affect the sufficiency of such notice with respect to other Bondholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given. Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Bondholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Bondholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice. Where this Indenture provides for notice to the Rating Agencies that have assigned a rating to any Class of Bonds, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute an Issuer Default. SECTION 14.06. Alternate Payment and Notice Provisions. Notwithstanding any provision of this Indenture or of any of the Bonds to the contrary, the Issuer, with prior written consent of the Indenture Trustee and any Paying Agent other than the Indenture Trustee, may enter into any agreement with any Holder providing for a method of payment, or notice by the Indenture Trustee or Paying Agent to such Holder, which is different from the methods provided for in this Indenture. The Issuer will furnish to the Indenture Trustee and the Paying Agent a copy of each such agreement and the Indenture Trustee and the Paying Agent will cause payments to be made and notices to be given in accordance with such agreements. SECTION 14.07. Conflict with Trust Indenture Act. (a) If any provision hereof limits, qualifies or conflicts with another provision hereof which is required or deemed to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required or deemed provision shall control if and for so long as this Indenture is required to be qualified under the Trust Indenture Act. (b) If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by operation of TIA ss. 318(c), the imposed duties shall control. SECTION 14.08. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. SECTION 14.09. Successors and Assigns. All covenants and agreements in this Indenture by the Issuer shall bind its successors and permitted assigns, whether so expressed or not. SECTION 14.10. Separability Clause. In case any provision of this Indenture or of the Bonds shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 14.11. Benefits of Indenture. Nothing in this Indenture or in the Bonds, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Bondholders and any other party secured hereunder, any benefit or any legal or equitable right, remedy or claim under this Indenture. SECTION 14.12. Legal Holidays. If any date on which principal of, premium, if any, on or interest on any Bond is proposed to be paid hereunder, or any date on which mailing of notices by the Indenture Trustee to any Person is required pursuant to any provision of this Indenture, shall not be a Business Day, then (notwithstanding any other provision of the Bonds or this Indenture) payment of such amount or mailing of such notice need not be made on such date, but may be made or mailed on the next succeeding Business Day with the same force and effect, and in the case of payments, no interest shall accrue for the period from and after the date on which such payment was due to the next succeeding Business Day when paid. SECTION 14.13. GOVERNING LAW. THIS INDENTURE, EACH INDENTURE SUPPLEMENTAL HERETO AND EACH BOND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. SECTION 14.14. Execution Counterparts. This instrument may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. SECTION 14.15. Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by and at the expense of the Issuer upon written request of the Indenture Trustee accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any other counsel reasonably acceptable to the Indenture Trustee and which shall be an expense of the Issuer) to the effect that such recording is necessary either for the protection of the Bondholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture. SECTION 14.16. Trust Obligation. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer on the Bonds or under this Indenture (other than with respect to Permitted Investments as to which such Person is the issuer) or any certificate or other writing delivered in connection herewith or therewith, against (i) any owner of a beneficial interest in the Issuer, (ii) the Owner Trustee or the Indenture Trustee in its individual capacity, (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Owner Trustee or the Indenture Trustee in its individual capacity, or (iv) any holder of a beneficial interest in the Owner Trustee or the Indenture Trustee or of any successor or assignee of the Owner Trustee or the Indenture Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that neither the Owner Trustee nor the Indenture Trustee has any such obligations in its individual capacity). SECTION 14.17. No Petition. The Indenture Trustee, by entering into this Indenture, and each Bondholder, by accepting a Bond, hereby covenant and agree that they will not at any time institute against the Depositor or the Issuer, or join in any institution against the Depositor or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings, or any other Proceedings under any United States federal or state bankruptcy or similar law, in connection with any obligations relating to the Bonds, this Indenture or the Servicing Agreement. SECTION 14.18. Inspection. The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuer's normal business hours, to examine all the books of account, records, reports, and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by Independent Accountants, and to discuss the Issuer's affairs, finances and accounts with the Issuer's representatives, employees, and Independent Accountants, all at such reasonable times and as often as may be reasonably requested. The Indenture Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law and except to the extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. SECTION 14.19. Usury. The amount of interest payable or paid on any Bond under the terms of this Indenture shall be limited to interest thereon at the maximum nonusurious rate of interest permitted by the applicable laws of the State of New York (or the laws of any other jurisdiction determined to be applicable by a court of competent jurisdiction) or any applicable laws of the United States permitting a higher maximum nonusurious rate that preempts such applicable New York (or other) laws, which could lawfully be contracted for, charged or received (the "Highest Lawful Rate"). In the event any payment of interest on any Bond is in excess of interest thereon at the Highest Lawful Rate, the Issuer stipulates that the excess payment of interest will be deemed to have been paid as a result of an error on the part of both the Indenture Trustee (for which the Indenture Trustee shall have no liability of any kind), acting on behalf of the Holder receiving such excess payment, and the Issuer, and the Holder receiving such excess payment shall promptly, upon discovery of such error or upon notice thereof from the Issuer or the Indenture Trustee, refund the amount of such excess or, at the option of the Indenture Trustee, apply the excess to the payment of principal of such Bond, if any, remaining unpaid. In addition, all sums paid or agreed to be paid for the use, forbearance or detention of money shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such Bonds. SECTION 14.20. Notice to the Indenture Trustee, the Issuer and Certain Other Persons. Any communication provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given when delivered to: (i) in the case of the Issuer, c/o _________________________, Attention: _________________________, facsimile number: ______________; (ii) in the case of the Indenture Trustee, _________________________, facsimile number: ______________; and (iii) in the case of the Ratings Agencies: _________________________________________________; or as to each such Person such other address and/or facsimile number as may hereafter be furnished by such Person to the parties hereto in writing. SECTION 14.21 Tax Treatment. The Issuer has entered into this Indenture, and the Bonds will be issued, with the intention that, for federal, state and local income, single business and franchise tax purposes, the Bonds will qualify as indebtedness of the Issuer secured by the Trust Estate. The Issuer, by entering into this Indenture, and each Bondholder, by its acceptance of a Bond (and each Bond Owner by its acceptance of an interest in the applicable Book-Entry Bond), agree to treat the Bonds for federal, state and local income, single business and franchise tax purposes as indebtedness of the Issuer. IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written. ICCMAC COMMERCIAL TRUST [_______], By: _________________________, not in its individual capacity but solely as Owner Trustee By: ________________________________, Name: Title: ___________________________________________, as Indenture Trustee By: ______________________________________, Name: Title: STATE OF ) ): ss.: COUNTY OF ) On this ___th day of _______________, 199_, before me, the undersigned officer, personally appeared ____________________, and acknowledged himself to me to be the ____________________________ of ________________________, and that as such officer, being duly authorized to do so pursuant to such entity's by-laws or a resolution of its board of directors, executed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of such entity by himself or herself as such officer as his or her free and voluntary act and deed and the free and voluntary act and deed of said entity. IN WITNESS WHEREOF, I hereunto set my hand and official seal. ______________________________ Notary Public NOTARIAL SEAL STATE OF ) ): ss.: COUNTY OF ) On this ___th day of _____________, 199_, before me, the undersigned officer, personally appeared ____________________, and acknowledged himself to me to be the ____________________________ of ______________________, and that as such officer, being duly authorized to do so pursuant to such entity's by-laws or a resolution of its board of directors, executed and acknowledged the foregoing instrument for the purposes therein contained, by signing the name of such entity by himself or herself as such officer as his or her free and voluntary act and deed and the free and voluntary act and deed of said entity. IN WITNESS WHEREOF, I hereunto set my hand and official seal. ______________________________ Notary Public NOTARIAL SEAL SCHEDULE 1 SCHEDULE OF COLLATERAL EXHIBIT A-1 CLASS A-1 BOND ICCMAC COMMERCIAL TRUST [_______] CLASS A-1 COLLATERALIZED MORTGAGE BOND SERIES 199_-_ Bond Interest Rate: _____% per annum Aggregate Principal Amount of the Class A-1 Bonds as of the Closing Date: $__________ Date of Indenture: As of __________, 199_ Initial Principal Amount of this Class A-1 Bond as of the Closing Date: $__________ Accrual Date: __________, 199_ Initial Aggregate [Stated Principal Balance of the Mortgage Pool]: $__________ Closing Date: __________, 199_ First Payment Date: __________, 199_ Stated Maturity: ____________ Issuer: ICCMAC Commercial Trust [______] Indenture Trustee: _______________ Owner Trustee: _______________ Bond No. A-1-__ [CUSIP No. ________] [UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] NO TRANSFER OF THIS BOND OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS BOND OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE REFERRED TO HEREIN. THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY OTHER PERSON. PAYMENTS IN REDUCTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. This certifies that [Cede & Co.] is the registered owner of this Bond which is one of a series of Collateralized Mortgage Bonds (collectively, the "Bonds") issued by the Issuer referred to above in multiple classes (each, a "Class") pursuant to a Indenture dated as of __________, 199_ (the "Indenture"), between Owner Trustee referred to above, on behalf of the Issuer, and the Indenture Trustee referred to above, on behalf of the holders of the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions of the Indenture is set forth hereafter. To the extent not defined herein, capitalized terms used herein have the respective meanings assigned in the Indenture. This Bond is issued under and is subject to the terms, provisions and conditions of the Indenture, to which Indenture the Holder of this Bond by virtue of the acceptance hereof assents and by which such Holder is bound. The Issuer, a Delaware business trust, for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of $______________ no later than ___________. Pursuant to the terms of the Indenture, payments will be made on the Class of Bonds to which this Bond belongs, pro rata among the Bonds of such Class based on their respective Principal Amounts, on the ____ of each month or, if any such day is not a business day, then on the next succeeding business day (each, a "Payment Date"), commencing on the first Payment Date specified above, to the Person in whose name this Bond is registered at the close of business on the related Record Date. All payments made under the Indenture on this Bond will be made by the Indenture Trustee by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Bondholder shall have provided the Indenture Trustee with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent payments) and is the registered owner of Bonds the initial aggregate Principal Amount of which is at least $[5,000,000], or otherwise by check mailed to the address of such Bondholder as it appears in the Bond Register. Notwithstanding the foregoing, the final payment on this Bond will be made in like manner, but only upon presentation and surrender of this Bond at the offices of the Indenture Trustee or such other location specified in the notice to the Holder hereof of such final payment. Notwithstanding anything herein to the contrary, no payments will be made with respect to a Bond that has previously been surrendered as contemplated by the preceding sentence or, with limited exception, that should have been surrendered as contemplated by the preceding sentence. The Bonds are limited in right of payment to certain distributions on the Mortgage Collateral, all as more specifically set forth herein and in the Indenture. As provided in the Indenture, withdrawals from the Bond Account may be made from time to time for purposes other than, and, in certain cases, prior to, payments to Bondholders, such purposes including the reimbursement of certain expenses incurred by the Indenture Trustee under the Indenture. Any payment to the Holder of this Bond in reduction of the Principal Amount hereof is binding on such Holder and all future Holders of this Bond and any Bond issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such payment is made upon this Bond. The Class of Bonds to which this Bond relates, are issuable in fully registered form only without coupons in minimum denominations specified in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, this Bond is exchangeable for new Bonds of the same Class in authorized denominations evidencing the same aggregate Principal Amount, as requested by the Holder surrendering the same. Initially, this Bond will be held in book-entry form (all such Bonds held from time to time in such form, the "Book-Entry Bonds"). Under certain circumstances described herein, this Bond may cease to be held in book-entry form and will be held as fully registered, physical bond (all such Bonds held from time to time in such form the "Definitive Bonds"). As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registrable in the Bond Register upon surrender of this Bond for registration of transfer at the offices of the Bond Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Bond Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Bonds of the same Class in authorized denominations evidencing the same aggregate Principal Amount will be issued to the designated transferee or transferees. No service charge will be imposed for any registration of transfer or exchange of this Bond, but the Indenture Trustee or the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of this Bond. Notwithstanding the foregoing, for so long as this Bond is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Bond shall be made through the book-entry facilities of DTC, and accordingly, this Bond shall constitute a Book-Entry Bond. No transfer of this Bond or any interest herein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Bond or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, except in accordance with the Indenture. Each Person who acquires this Bond or any interest herein shall be deemed to have represented and warranted to and for the benefit of the Issuer, the Owner Trustee, the Administrator, the Master Servicer, the Special Servicer, the Depositor, the Bond Registrar or the Indenture Trustee that either: (i) it is neither a Plan nor any Person who is directly or indirectly purchasing such Bond or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of such Bond or any interest therein by or on behalf of, or with assets of, such Person will not result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code or the imposition of an excise tax under Section 4975 of the Code. The Depositor, the Owner Trustee, the Indenture Trustee, the Bond Registrar and any agent thereof may treat the Person in whose name this Bond is registered as the owner hereof for all purposes, and none of the Depositor, the Owner Trustee, the Indenture Trustee, the Bond Registrar or any such agent shall be affected by notice to the contrary. Unless the certificate of authentication hereon has been executed by the Bond Registrar, by manual signature, this Bond shall not be entitled to any benefit under the Indenture or be valid for any purpose. The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Estate (to the extent of its rights therein) for payments hereunder. This Bond shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws. IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed by _______________________, not in its individual capacity but solely as Owner Trustee. Dated: ICCMAC COMMERCIAL TRUST [______] By: _________________________, not in its individual capacity but solely in its capacity as Owner Trustee By: _____________________________________ Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class A-1 Bonds referred to in the within-mentioned Indenture. Dated: __________________________________________ as Bond Registrar By: _____________________________________ Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Collateralized Mortgage Bond and hereby authorize(s) the registration of transfer of such interest to assignee on the Bond Register of the Trust Fund. I (we) further direct the Bond Registrar to issue a new Collateralized Mortgage Bond of a like Percentage Interest and Class to the above named assignee and deliver such Mortgage Pass-Through Bond to the following address: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ Dated: __________________________________________ Signature by or on behalf of Assignor __________________________________________ Signature Guaranteed PAYMENT INSTRUCTIONS The Assignee should include the following for purposes of payment: Payments shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to ________________________________________________ for the account of ____________________________________________________________. Payments made by check (such check to be made payable to _________________________) and all applicable statements and notices should be mailed to ______________________________________________________________________ _______________________________________________________________________________. This information is provided by _________________________, the Assignee named above, or _________________________, as its agent. EXHIBIT A-2 CLASS A-2 BOND ICCMAC COMMERCIAL TRUST [_______] CLASS A-2 COLLATERALIZED MORTGAGE BOND SERIES 199_-_ Bond Interest Rate: _____% per annum Aggregate Principal Amount of the Class A-2 Bonds as of the Closing Date: $__________ Date of Indenture: As of __________, 199_ Initial Principal Amount of this Class A-2 Bond as of the Closing Date: $__________ Accrual Date: __________, 199_ Initial Aggregate [Stated Principal Balance of the Mortgage Pool]: $__________ Closing Date: __________, 199_ First Payment Date: __________, 199_ Stated Maturity: ____________ Issuer: ICCMAC Commercial Trust [______] Indenture Trustee: _______________ Owner Trustee: _______________ Bond No. A-2-__ [CUSIP No. ________] [UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] NO TRANSFER OF THIS BOND OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS BOND OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE REFERRED TO HEREIN. THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY OTHER PERSON. PAYMENTS IN REDUCTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. This certifies that [Cede & Co.] is the registered owner of this Bond which is one of a series of Collateralized Mortgage Bonds (collectively, the "Bonds") issued by the Issuer referred to above in multiple classes (each, a "Class") pursuant to a Indenture dated as of __________, 199_ (the "Indenture"), between Owner Trustee referred to above, on behalf of the Issuer, and the Indenture Trustee referred to above, on behalf of the holders of the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions of the Indenture is set forth hereafter. To the extent not defined herein, capitalized terms used herein have the respective meanings assigned in the Indenture. This Bond is issued under and is subject to the terms, provisions and conditions of the Indenture, to which Indenture the Holder of this Bond by virtue of the acceptance hereof assents and by which such Holder is bound. The Issuer, a Delaware business trust, for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of $_______________ no later than _______________. Pursuant to the terms of the Indenture, payments will be made on the Class of Bonds to which this Bond belongs, pro rata among the Bonds of such Class based on their respective Principal Amounts, on the ____ of each month or, if any such day is not a business day, then on the next succeeding business day (each, a "Payment Date"), commencing on the first Payment Date specified above, to the Person in whose name this Bond is registered at the close of business on the related Record Date. All payments made under the Indenture on this Bond will be made by the Indenture Trustee by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Bondholder shall have provided the Indenture Trustee with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent payments) and is the registered owner of Bonds the initial aggregate Principal Amount of which is at least $[5,000,000], or otherwise by check mailed to the address of such Bondholder as it appears in the Bond Register. Notwithstanding the foregoing, the final payment on this Bond will be made in like manner, but only upon presentation and surrender of this Bond at the offices of the Indenture Trustee or such other location specified in the notice to the Holder hereof of such final payment. Notwithstanding anything herein to the contrary, no payments will be made with respect to a Bond that has previously been surrendered as contemplated by the preceding sentence or, with limited exception, that should have been surrendered as contemplated by the preceding sentence. The Bonds are limited in right of payment to certain distributions on the Mortgage Collateral, all as more specifically set forth herein and in the Indenture. As provided in the Indenture, withdrawals from the Bond Account may be made from time to time for purposes other than, and, in certain cases, prior to, payments to Bondholders, such purposes including the reimbursement of certain expenses incurred by the Indenture Trustee under the Indenture. Any payment to the Holder of this Bond in reduction of the Principal Amount hereof is binding on such Holder and all future Holders of this Bond and any Bond issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such payment is made upon this Bond. The Class of Bonds to which this Bond relates, are issuable in fully registered form only without coupons in minimum denominations specified in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, this Bond is exchangeable for new Bonds of the same Class in authorized denominations evidencing the same aggregate Principal Amount, as requested by the Holder surrendering the same. Initially, this Bond will be held in book-entry form (all such Bonds held from time to time in such form, the "Book-Entry Bonds"). Under certain circumstances described herein, this Bond may cease to be held in book-entry form and will be held as fully registered, physical bond (all such Bonds held from time to time in such form the "Definitive Bonds"). No transfer of this Bond or any interest herein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Bond or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, except in accordance with the Indenture. Each Person who acquires this Bond or any interest herein shall be deemed to have represented and warranted to and for the benefit of the Issuer, the Owner Trustee, the Administrator, the Master Servicer, the Special Servicer, the Depositor, the Bond Registrar or the Indenture Trustee that either: (i) it is neither a Plan nor any Person who is directly or indirectly purchasing such Bond or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of such Bond or any interest therein by or on behalf of, or with assets of, such Person will not result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code or the imposition of an excise tax under Section 4975 of the Code. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registrable in the Bond Register upon surrender of this Bond for registration of transfer at the offices of the Bond Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Bond Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Bonds of the same Class in authorized denominations evidencing the same aggregate Principal Amount will be issued to the designated transferee or transferees. No service charge will be imposed for any registration of transfer or exchange of this Bond, but the Indenture Trustee or the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of this Bond. Notwithstanding the foregoing, for so long as this Bond is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Bond shall be made through the book-entry facilities of DTC, and accordingly, this Bond shall constitute a Book-Entry Bond. The Depositor, the Owner Trustee, the Indenture Trustee, the Bond Registrar and any agent thereof may treat the Person in whose name this Bond is registered as the owner hereof for all purposes, and none of the Depositor, the Owner Trustee, the Indenture Trustee, the Bond Registrar or any such agent shall be affected by notice to the contrary. Unless the certificate of authentication hereon has been executed by the Bond Registrar, by manual signature, this Bond shall not be entitled to any benefit under the Indenture or be valid for any purpose. The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Estate (to the extent of its rights therein) for payments hereunder. This Bond shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws. IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed by _______________________, not in its individual capacity but solely as Owner Trustee. Dated: ICCMAC COMMERCIAL TRUST [______] By: _________________________, not in its individual capacity but solely in its capacity as Owner Trustee By: _____________________________________ Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class A-2 Bonds referred to in the within-mentioned Indenture. Dated: __________________________________________ as Bond Registrar By: _____________________________________ Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Collateralized Mortgage Bond and hereby authorize(s) the registration of transfer of such interest to assignee on the Bond Register of the Trust Fund. I (we) further direct the Bond Registrar to issue a new Collateralized Mortgage Bond of a like Percentage Interest and Class to the above named assignee and deliver such Mortgage Pass-Through Bond to the following address: ______________________________________________________________________ ______________________________________________________________________ Dated: __________________________________________ Signature by or on behalf of Assignor __________________________________________ Signature Guaranteed PAYMENT INSTRUCTIONS The Assignee should include the following for purposes of payment: Payments shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to ________________________________________________ for the account of ____________________________________________________________. Payments made by check (such check to be made payable to _________________________) and all applicable statements and notices should be mailed to ______________________________________________________________________ _______________________________________________________________________________. This information is provided by _________________________, the Assignee named above, or _________________________, as its agent. EXHIBIT A-3 CLASS B BOND ICCMAC COMMERCIAL TRUST [_________] CLASS B COLLATERALIZED MORTGAGE BOND SERIES 199_-_ Bond Interest Rate: _____% per annum Aggregate Principal Amount of the Class B Bonds as of the Closing Date: $__________ Date of Indenture: As of __________, 199_ Initial Principal Amount of this Class B Bond as of the Closing Date: $__________ Accrual Date: __________, 199_ Initial Aggregate [Stated Principal Balance of the Mortgage Pool]: $__________ Closing Date: __________, 199_ First Payment Date: __________, 199_ Stated Maturity: ____________ Issuer: ICCMAC Commercial Trust [______] Indenture Trustee: ____________ Owner Trustee: _______________ Bond No. B-__ [CUSIP No. ________] [UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] NO TRANSFER OF THIS BOND OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS BOND OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE REFERRED TO HEREIN. THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY OTHER PERSON. THIS BOND IS SUBORDINATE TO OTHER BONDS OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE INDENTURE REFERRED TO HEREIN. PAYMENTS IN REDUCTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. This certifies that [Cede & Co.] is the registered owner of this Bond which is one of a series of Collateralized Mortgage Bonds (collectively, the "Bonds") issued by the Issuer referred to above in multiple classes (each, a "Class") pursuant to a Indenture dated as of __________, 199_ (the "Indenture"), between Owner Trustee referred to above, on behalf of the Issuer, and the Indenture Trustee referred to above, on behalf of the holders of the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions of the Indenture is set forth hereafter. To the extent not defined herein, capitalized terms used herein have the respective meanings assigned in the Indenture. This Bond is issued under and is subject to the terms, provisions and conditions of the Indenture, to which Indenture the Holder of this Bond by virtue of the acceptance hereof assents and by which such Holder is bound. The Issuer, a Delaware business trust, for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of $_____________ no later than ___________. Pursuant to the terms of the Indenture, payments will be made on the Class of Bonds to which this Bond belongs, pro rata among the Bonds of such Class based on their respective Principal Amounts, on the ____ of each month or, if any such day is not a business day, then on the next succeeding business day (each, a "Payment Date"), commencing on the first Payment Date specified above, to the Person in whose name this Bond is registered at the close of business on the Record Date. All payments made under the Indenture on this Bond will be made by the Indenture Trustee by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Bondholder shall have provided the Indenture Trustee with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent payments) and is the registered owner of Bonds the initial aggregate Principal Amount of which is at least $[5,000,000], or otherwise by check mailed to the address of such Bondholder as it appears in the Bond Register. Notwithstanding the foregoing, the final payment on this Bond will be made in like manner, but only upon presentation and surrender of this Bond at the offices of the Indenture Trustee or such other location specified in the notice to the Holder hereof of such final payment. Notwithstanding anything herein to the contrary, no payments will be made with respect to a Bond that has previously been surrendered as contemplated by the preceding sentence or, with limited exception, that should have been surrendered as contemplated by the preceding sentence. The Bonds are limited in right of payment to certain distributions on the Mortgage Collateral, all as more specifically set forth herein and in the Indenture. As provided in the Indenture, withdrawals from the Bond Account may be made from time to time for purposes other than, and, in certain cases, prior to, payments to Bondholders, such purposes including the reimbursement of certain expenses incurred by the Indenture Trustee under the Indenture. Any payment to the Holder of this Bond in reduction of the Principal Amount hereof is binding on such Holder and all future Holders of this Bond and any Bond issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such payment is made upon this Bond. The Class of Bonds to which this Bond relates, are issuable in fully registered form only without coupons in minimum denominations specified in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, this Bond is exchangeable for new Bonds of the same Class in authorized denominations evidencing the same aggregate Principal Amount, as requested by the Holder surrendering the same. Initially, this Bond will be held in book-entry form (all such Bonds held from time to time in such form, the "Book-Entry Bonds"). In addition, in connection with its acquisition of an interest in any Book-Entry Bond, the transferee will be deemed to have made to and for the benefit of the Issuer, the Company and the Indenture Trustee each of the representations, warranties and covenants contained in such certificate to be so delivered to the transferor. Under certain circumstances described herein, this Bond may cease to be held in book-entry form and will be held as fully registered, physical bond (all such Bonds held from time to time in such form the "Definitive Bonds"). No transfer of this Bond or any interest herein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Bond or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, except in accordance with the Indenture. Each Person who acquires this Bond or any interest herein shall be deemed to have represented and warranted to and for the benefit of the Issuer, the Owner Trustee, the Administrator, the Master Servicer, the Special Servicer, the Depositor, the Bond Registrar or the Indenture Trustee that either: (i) it is neither a Plan nor any Person who is directly or indirectly purchasing such Bond or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of such Bond or any interest therein by or on behalf of, or with assets of, such Person will not result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code or the imposition of an excise tax under Section 4975 of the Code. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registrable in the Bond Register upon surrender of this Bond for registration of transfer at the offices of the Bond Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Bond Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Bonds of the same Class in authorized denominations evidencing the same aggregate Principal Amount will be issued to the designated transferee or transferees. No service charge will be imposed for any registration of transfer or exchange of this Bond, but the Indenture Trustee or the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of this Bond. Notwithstanding the foregoing, for so long as this Bond is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Bond shall be made through the book-entry facilities of DTC, and accordingly, this Bond shall constitute a Book-Entry Bond. The Depositor, the Owner Trustee, the Indenture Trustee, the Bond Registrar and any agent thereof may treat the Person in whose name this Bond is registered as the owner hereof for all purposes, and none of the Depositor, the Owner Trustee, the Indenture Trustee, the Bond Registrar or any such agent shall be affected by notice to the contrary. Unless the certificate of authentication hereon has been executed by the Bond Registrar, by manual signature, this Bond shall not be entitled to any benefit under the Indenture or be valid for any purpose. The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Estate (to the extent of its rights therein) for payments hereunder. This Bond shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws. IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed by _______________________, not in its individual capacity but solely as Owner Trustee. Dated: ICCMAC COMMERCIAL TRUST [_______] By: _________________________, not in its individual capacity but solely in its capacity as Owner Trustee By: _____________________________________ Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class B Bonds referred to in the within-mentioned Indenture. Dated: __________________________________________ as Bond Registrar By: _____________________________________ Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Collateralized Mortgage Bond and hereby authorize(s) the registration of transfer of such interest to assignee on the Bond Register of the Trust Fund. I (we) further direct the Bond Registrar to issue a new Collateralized Mortgage Bond of a like Percentage Interest and Class to the above named assignee and deliver such Mortgage Pass-Through Bond to the following address: ______________________________________________________________________ ______________________________________________________________________ Dated: __________________________________________ Signature by or on behalf of Assignor __________________________________________ Signature Guaranteed PAYMENT INSTRUCTIONS The Assignee should include the following for purposes of payment: Payments shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to ________________________________________________ for the account of ____________________________________________________________. Payments made by check (such check to be made payable to _________________________) and all applicable statements and notices should be mailed to ______________________________________________________________________ _______________________________________________________________________________. This information is provided by _________________________, the Assignee named above, or _________________________, as its agent. EXHIBIT A-4 CLASS C BOND ICCMAC COMMERCIAL TRUST [______] CLASS C COLLATERALIZED MORTGAGE BOND SERIES 199_-_ Bond Interest Rate: _____% per annum Aggregate Principal Amount of the Class C Bonds as of the Closing Date: $__________ Date of Indenture: As of __________, 199_ Initial Principal Amount of this Class C Bond as of the Closing Date: $__________ Accrual Date: __________, 199_ Initial Aggregate [Stated Principal Balance of the Mortgage Pool]: $___________ Closing Date: __________, 199_ First Payment Date: __________, 199_ Stated Maturity: ____________ Issuer: ICCMAC Commercial Trust [______] Indenture Trustee: _______________ Owner Trustee: _______________ Bond No. C-__ [CUSIP No. ________] [UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] NO TRANSFER OF THIS BOND OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS BOND OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE REFERRED TO HEREIN. THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY OTHER PERSON. [THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS BOND. THE ISSUE DATE OF THIS BOND IS __________, 199_. ASSUMING THAT THE MORTGAGE LOANS ARE NOT SUBJECT TO ANY VOLUNTARY OR INVOLUNTARY PREPAYMENT, THIS BOND HAS BEEN ISSUED WITH NO MORE THAN $______ OF OID PER $1,000 OF INITIAL PRINCIPAL AMOUNT, THE YIELD TO MATURITY IS ____% PER ANNUM, AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $____ PER $1,000 OF INITIAL PRINCIPAL AMOUNT, COMPUTED UNDER THE EXACT METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL NOT PREPAY OR, IF THEY DO PREPAY, THAT THEY WILL PREPAY AT ANY PARTICULAR RATE. THIS BOND IS SUBORDINATE TO OTHER BONDS OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE INDENTURE REFERRED TO HEREIN. PAYMENTS IN REDUCTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. This certifies that Cede & Co. is the registered owner (the "Holder") of this Bond which is one of a series of Collateralized Mortgage Bonds (collectively, the "Bonds") issued by the Issuer referred to above in multiple classes (each, a "Class") pursuant to a Indenture dated as of __________, 199_ (the "Indenture"), between Owner Trustee referred to above, on behalf of the Issuer, and the Indenture Trustee referred to above, on behalf of the holders of the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions of the Indenture is set forth hereafter. To the extent not defined herein, capitalized terms used herein have the respective meanings assigned in the Indenture. This Bond is issued under and is subject to the terms, provisions and conditions of the Indenture, to which Indenture the Holder of this Bond by virtue of the acceptance hereof assents and by which such Holder is bound. The Issuer, a Delaware business trust, for value received, hereby promises to pay to the Holder hereof the principal sum of $_____________________ no later than __________________. Pursuant to the terms of the Indenture, payments will be made on the Class of Bonds to which this Bond belongs, pro rata among the Bonds of such Class based on their respective Principal Amounts, on the ____ of each month or, if any such day is not a business day, then on the next succeeding business day (each, a "Payment Date"), commencing on the first Payment Date specified above, to the Person in whose name this Bond is registered at the close of business on the Record Date. All payments made under the Indenture on this Bond will be made by the Indenture Trustee by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Bondholder shall have provided the Indenture Trustee with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent payments) and is the registered owner of Bonds the initial aggregate Principal Amount of which is at least $[5,000,000], or otherwise by check mailed to the address of such Bondholder as it appears in the Bond Register. Notwithstanding the foregoing, the final payment on this Bond will be made in like manner, but only upon presentation and surrender of this Bond at the offices of the Indenture Trustee or such other location specified in the notice to the Holder hereof of such final payment. Notwithstanding anything herein to the contrary, no payments will be made with respect to a Bond that has previously been surrendered as contemplated by the preceding sentence or, with limited exception, that should have been surrendered as contemplated by the preceding sentence. The Bonds are limited in right of payment to certain distributions on the Mortgage Collateral, all as more specifically set forth herein and in the Indenture. As provided in the Indenture, withdrawals from the Bond Account may be made from time to time for purposes other than, and, in certain cases, prior to, payments to Bondholders, such purposes including the reimbursement of certain expenses incurred by the Indenture Trustee under the Indenture. Any payment to the Holder of this Bond in reduction of the Principal Amount hereof is binding on such Holder and all future Holders of this Bond and any Bond issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such payment is made upon this Bond. The Class of Bonds to which this Bond relates, are issuable in fully registered form only without coupons in minimum denominations specified in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, this Bond is exchangeable for new Bonds of the same Class in authorized denominations evidencing the same aggregate Principal Amount, as requested by the Holder surrendering the same. Initially, this Bond will be held in book-entry form (all such Bonds held from time to time in such form, the "Book-Entry Bonds"). In addition, in connection with its acquisition of an interest in any Book-Entry Bond, the transferee will be deemed to have made to and for the benefit of the Issuer, the Company and the Indenture Trustee each of the representations, warranties and covenants contained in such certificate to be so delivered to the transferor. Under certain circumstances described herein, this Bond may cease to be held in book-entry form and will be held as fully registered, physical bond (all such Bonds held from time to time in such form the "Definitive Bonds"). No transfer of this Bond or any interest herein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Bond or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, except in accordance with the Indenture. Each Person who acquires this Bond or any interest herein shall be deemed to have represented and warranted to and for the benefit of the Issuer, the Owner Trustee, the Administrator, the Master Servicer, the Special Servicer, the Depositor, the Bond Registrar or the Indenture Trustee that either: (i) it is neither a Plan nor any Person who is directly or indirectly purchasing such Bond or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of such Bond or any interest therein by or on behalf of, or with assets of, such Person will not result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code or the imposition of an excise tax under Section 4975 of the Code. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registerable in the Bond Register upon surrender of this Bond for registration of transfer at the offices of the Bond Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Bond Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Bonds of the same Class in authorized denominations evidencing the same aggregate Principal Amount will be issued to the designated transferee or transferees. No service charge will be imposed for any registration of transfer or exchange of this Bond, but the Indenture Trustee or the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of this Bond. The Depositor, the Issuer, the Owner Trustee, the Indenture Trustee, the Bond Registrar and any agent thereof may treat the Person in whose name this Bond is registered as the owner hereof for all purposes, and none of the Depositor, the Issuer, the Owner Trustee, the Indenture Trustee, the Bond Registrar or any such agent shall be affected by notice to the contrary. Unless the certificate of authentication hereon has been executed by the Bond Registrar, by manual signature, this Bond shall not be entitled to any benefit under the Indenture or be valid for any purpose. The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Estate (to the extent of its rights therein) for payments hereunder. This Bond shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws. IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed by _______________________, not in its individual capacity but solely as Owner Trustee. Dated: ICCMAC COMMERCIAL TRUST [_________] By: _________________________, not in its individual capacity but solely in its capacity as Owner Trustee By: _____________________________________ Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class C Bonds referred to in the within-mentioned Indenture. Dated: __________________________________________ as Bond Registrar By: _____________________________________ Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Collateralized Mortgage Bond and hereby authorize(s) the registration of transfer of such interest to assignee on the Bond Register of the Trust Fund. I (we) further direct the Bond Registrar to issue a new Collateralized Mortgage Bond of a like Percentage Interest and Class to the above named assignee and deliver such Mortgage Pass-Through Bond to the following address: ______________________________________________________________________ ______________________________________________________________________ Dated: __________________________________________ Signature by or on behalf of Assignor __________________________________________ Signature Guaranteed PAYMENT INSTRUCTIONS The Assignee should include the following for purposes of payment: Payments shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to ________________________________________________ for the account of ____________________________________________________________. Payments made by check (such check to be made payable to _________________________) and all applicable statements and notices should be mailed to ______________________________________________________________________ _______________________________________________________________________________. This information is provided by _________________________, the Assignee named above, or _________________________, as its agent. EXHIBIT A-5 CLASS D BOND ICCMAC COMMERCIAL TRUST [________] CLASS D COLLATERALIZED MORTGAGE BOND SERIES 199_-_ Bond Interest Rate: _____% per annum Aggregate Principal Amount of the Class D Bonds as of the Closing Date: $__________ Date of Indenture: As of __________, 199_ Initial Principal Amount of this Class D Bond as of the Closing Date: $__________ Accrual Date: __________, 199_ Initial Aggregate [Stated Principal Balance of the Mortgage Pool]: $__________ Closing Date: __________, 199_ First Payment Date: __________, 199_ Stated Maturity: ____________ Issuer: ICCMAC Commercial Trust [______] Indenture Trustee: _______________ Owner Trustee: _______________ Bond No. D-__ [CUSIP No. ________] [UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] NO TRANSFER OF THIS BOND OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS BOND OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE REFERRED TO HEREIN. THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY OTHER PERSON. [THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS BOND. THE ISSUE DATE OF THIS BOND IS __________, 199_. ASSUMING THAT THE MORTGAGE LOANS ARE NOT SUBJECT TO ANY VOLUNTARY OR INVOLUNTARY PREPAYMENT, THIS BOND HAS BEEN ISSUED WITH NO MORE THAN $______ OF OID PER $1,000 OF INITIAL PRINCIPAL AMOUNT, THE YIELD TO MATURITY IS ____% PER ANNUM, AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $____ PER $1,000 OF INITIAL PRINCIPAL AMOUNT, COMPUTED UNDER THE EXACT METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL NOT PREPAY OR, IF THEY DO PREPAY, THAT THEY WILL PREPAY AT ANY PARTICULAR RATE.] THIS BOND IS SUBORDINATE TO OTHER BONDS OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE INDENTURE REFERRED TO HEREIN. PAYMENTS IN REDUCTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. This certifies that Cede & Co. is the registered owner (the "Holder") of this Bond which is one of a series of Collateralized Mortgage Bonds (collectively, the "Bonds") issued by the Issuer referred to above in multiple classes (each, a "Class") pursuant to a Indenture dated as of __________, 199_ (the "Indenture"), between Owner Trustee referred to above, on behalf of the Issuer, and the Indenture Trustee referred to above, on behalf of the holders of the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions of the Indenture is set forth hereafter. To the extent not defined herein, capitalized terms used herein have the respective meanings assigned in the Indenture. This Bond is issued under and is subject to the terms, provisions and conditions of the Indenture, to which Indenture the Holder of this Bond by virtue of the acceptance hereof assents and by which such Holder is bound. The Issuer, a Delaware business trust, for value received, hereby promises to pay to the Holder hereof the principal sum of $_____________________ no later than __________________. Pursuant to the terms of the Indenture, payments will be made on the Class of Bonds to which this Bond belongs, pro rata among the Bonds of such Class based on their respective Principal Amounts, on the ____ of each month or, if any such day is not a business day, then on the next succeeding business day (each, a "Payment Date"), commencing on the first Payment Date specified above, to the Person in whose name this Bond is registered at the close of business on the Record Date. All payments made under the Indenture on this Bond will be made by the Indenture Trustee by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Bondholder shall have provided the Indenture Trustee with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent payments) and is the registered owner of Bonds the initial aggregate Principal Amount of which is at least $[5,000,000], or otherwise by check mailed to the address of such Bondholder as it appears in the Bond Register. Notwithstanding the foregoing, the final payment on this Bond will be made in like manner, but only upon presentation and surrender of this Bond at the offices of the Indenture Trustee or such other location specified in the notice to the Holder hereof of such final payment. Notwithstanding anything herein to the contrary, no payments will be made with respect to a Bond that has previously been surrendered as contemplated by the preceding sentence or, with limited exception, that should have been surrendered as contemplated by the preceding sentence. The Bonds are limited in right of payment to certain distributions on the Mortgage Collateral, all as more specifically set forth herein and in the Indenture. As provided in the Indenture, withdrawals from the Bond Account may be made from time to time for purposes other than, and, in certain cases, prior to, payments to Bondholders, such purposes including the reimbursement of certain expenses incurred by the Indenture Trustee under the Indenture. Any payment to the Holder of this Bond in reduction of the Principal Amount hereof is binding on such Holder and all future Holders of this Bond and any Bond issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such payment is made upon this Bond. The Class of Bonds to which this Bond relates, are issuable in fully registered form only without coupons in minimum denominations specified in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, this Bond is exchangeable for new Bonds of the same Class in authorized denominations evidencing the same aggregate Principal Amount, as requested by the Holder surrendering the same. Initially, this Bond will be held in book-entry form (all such Bonds held from time to time in such form, the "Book-Entry Bonds"). In addition, in connection with its acquisition of an interest in any Book-Entry Bond, the transferee will be deemed to have made to and for the benefit of the Issuer, the Company and the Indenture Trustee each of the representations, warranties and covenants contained in such certificate to be so delivered to the transferor. Under certain circumstances described herein, this Bond may cease to be held in book-entry form and will be held as fully registered, physical bond (all such Bonds held from time to time in such form the "Definitive Bonds"). No transfer of this Bond or any interest herein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Bond or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, except in accordance with the Indenture. Each Person who acquires this Bond or any interest herein shall be deemed to have represented and warranted to and for the benefit of the Issuer, the Owner Trustee, the Administrator, the Master Servicer, the Special Servicer, the Depositor, the Bond Registrar or the Indenture Trustee that either: (i) it is neither a Plan nor any Person who is directly or indirectly purchasing such Bond or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of such Bond or any interest therein by or on behalf of, or with assets of, such Person will not result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code or the imposition of an excise tax under Section 4975 of the Code. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registerable in the Bond Register upon surrender of this Bond for registration of transfer at the offices of the Bond Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Bond Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Bonds of the same Class in authorized denominations evidencing the same aggregate Principal Amount will be issued to the designated transferee or transferees. No service charge will be imposed for any registration of transfer or exchange of this Bond, but the Indenture Trustee or the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of this Bond. The Depositor, the Issuer, the Owner Trustee, the Indenture Trustee, the Bond Registrar and any agent thereof may treat the Person in whose name this Bond is registered as the owner hereof for all purposes, and none of the Depositor, the Issuer, the Owner Trustee, the Indenture Trustee, the Bond Registrar or any such agent shall be affected by notice to the contrary. Unless the certificate of authentication hereon has been executed by the Bond Registrar, by manual signature, this Bond shall not be entitled to any benefit under the Indenture or be valid for any purpose. The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Estate (to the extent of its rights therein) for payments hereunder. This Bond shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws. IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed by _______________________, not in its individual capacity but solely as Owner Trustee. Dated: ICCMAC COMMERCIAL TRUST [______] By: _________________________, not in its individual capacity but solely in its capacity as Owner Trustee By: _____________________________________ Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class D Bonds referred to in the within-mentioned Indenture. Dated: __________________________________________ as Bond Registrar By: _____________________________________ Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Collateralized Mortgage Bond and hereby authorize(s) the registration of transfer of such interest to assignee on the Bond Register of the Trust Fund. I (we) further direct the Bond Registrar to issue a new Collateralized Mortgage Bond of a like Percentage Interest and Class to the above named assignee and deliver such Mortgage Pass-Through Bond to the following address: ______________________________________________________________________ ______________________________________________________________________ Dated: __________________________________________ Signature by or on behalf of Assignor __________________________________________ Signature Guaranteed PAYMENT INSTRUCTIONS The Assignee should include the following for purposes of payment: Payments shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to ________________________________________________ for the account of ____________________________________________________________. Payments made by check (such check to be made payable to _________________________) and all applicable statements and notices should be mailed to ______________________________________________________________________ _______________________________________________________________________________. This information is provided by _________________________, the Assignee named above, or _________________________, as its agent. EXHIBIT A-6 CLASS E BOND ICCMAC COMMERCIAL TRUST [_______] CLASS E COLLATERALIZED MORTGAGE BOND SERIES 199_-_ Bond Interest Rate: _____% per annum Aggregate Principal Amount of the Class E Bonds as of the Closing Date: $__________ Date of Indenture: As of __________, 199_ Initial Principal Amount of this Class E Bond as of the Closing Date: $__________ Accrual Date: __________, 199_ Initial Aggregate [Stated Principal Balance of the Mortgage Pool]: $__________ Closing Date: __________, 199_ First Payment Date: __________, 199_ Stated Maturity: ____________ Issuer: ICCMAC Commercial Trust [______] Indenture Trustee: _______________ Owner Trustee: _______________ Bond No. E-__ [CUSIP No. ________] THIS BOND HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS BOND OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 13 OF THE INDENTURE REFERRED TO HEREIN. NO TRANSFER OF THIS BOND OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS BOND OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE REFERRED TO HEREIN. THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY OTHER PERSON. [THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS BOND. THE ISSUE DATE OF THIS BOND IS __________, 199_. ASSUMING THAT THE MORTGAGE LOANS ARE NOT SUBJECT TO ANY VOLUNTARY OR INVOLUNTARY PREPAYMENT, THIS BOND HAS BEEN ISSUED WITH NO MORE THAN $______ OF OID PER $1,000 OF INITIAL PRINCIPAL AMOUNT, THE YIELD TO MATURITY IS ____% PER ANNUM, AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $____ PER $1,000 OF INITIAL PRINCIPAL AMOUNT, COMPUTED UNDER THE EXACT METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL NOT PREPAY OR, IF THEY DO PREPAY, THAT THEY WILL PREPAY AT ANY PARTICULAR RATE.] THIS BOND IS SUBORDINATE TO OTHER BONDS OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE INDENTURE REFERRED TO HEREIN. PAYMENTS IN REDUCTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. This certifies that [_____________] is the registered owner (the "Holder") of this Bond which is one of a series of Collateralized Mortgage Bonds (collectively, the "Bonds") issued by the Issuer referred to above in multiple classes (each, a "Class") pursuant to a Indenture dated as of __________, 199_(the "Indenture"), between Owner Trustee referred to above, on behalf of the Issuer, and the Indenture Trustee referred to above, on behalf of the holders of the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions of the Indenture is set forth hereafter. To the extent not defined herein, capitalized terms used herein have the respective meanings assigned in the Indenture. This Bond is issued under and is subject to the terms, provisions and conditions of the Indenture, to which Indenture the Holder of this Bond by virtue of the acceptance hereof assents and by which such Holder is bound. The Issuer, a Delaware business trust, for value received, hereby promises to pay to the Holder hereof, the principal sum of $_________________ no later than ______________________. Pursuant to the terms of the Indenture, payments will be made on the Class of Bonds to which this Bond belongs, pro rata among the Bonds of such Class based on their respective Principal Amounts, on the ____ of each month or, if any such day is not a business day, then on the next succeeding business day (each, a "Payment Date"), commencing on the first Payment Date specified above, to the Person in whose name this Bond is registered at the close of business on the Record Date. All payments made under the Indenture on this Bond will be made by the Indenture Trustee by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Bondholder shall have provided the Indenture Trustee with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent payments) and is the registered owner of Bonds the initial aggregate Principal Amount of which is at least $[5,000,000], or otherwise by check mailed to the address of such Bondholder as it appears in the Bond Register. Notwithstanding the foregoing, the final payment on this Bond will be made in like manner, but only upon presentation and surrender of this Bond at the offices of the Indenture Trustee or such other location specified in the notice to the Holder hereof of such final payment. Notwithstanding anything herein to the contrary, no payments will be made with respect to a Bond that has previously been surrendered as contemplated by the preceding sentence or, with limited exception, that should have been surrendered as contemplated by the preceding sentence. The Bonds are limited in right of payment to certain distributions on the Mortgage Collateral, all as more specifically set forth herein and in the Indenture. As provided in the Indenture, withdrawals from the Bond Account may be made from time to time for purposes other than, and, in certain cases, prior to, payments to Bondholders, such purposes including the reimbursement of certain expenses incurred by the Indenture Trustee under the Indenture. Any payment to the Holder of this Bond in reduction of the Principal Amount hereof is binding on such Holder and all future Holders of this Bond and any Bond issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such payment is made upon this Bond. The Class of Bonds to which this Bond relates, are issuable in fully registered form only without coupons in minimum denominations specified in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, this Bond is exchangeable for new Bonds of the same Class in authorized denominations evidencing the same aggregate Principal Amount, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition of this Bond or interest herein may be made by an investor unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If a transfer of this Bond is to be made without registration under the Securities Act, then the registrar for the Bonds (the "Bond Registrar", which shall initially be the Indenture Trustee) is required to refuse to register such transfer unless it receives: (i) a certificate from the Bondholder desiring to effect such transfer substantially in the form attached to the Indenture as Exhibit D-1A; or (ii) a certificate from such Bondholder substantially in the form attached to the Indenture as Exhibit D-1B and a certificate from such Bondholder's prospective transferee substantially in the form attached to the Indenture either as Exhibit D-2A or as Exhibit D-2B; or (iii) an opinion of counsel satisfactory to the Indenture Trustee to the effect that such transfer may be made without registration under the Securities Act (which opinion of counsel shall not be an expense of the Trust Estate (as defined herein) or of the Issuer, the Owner Trustee, the Administrator, the Depositor, the Indenture Trustee or the Bond Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Bondholder desiring to effect such transfer and/or such Bondholder's prospective transferee on which such opinion of counsel is based. Any investor desiring to effect a transfer of this Bond or any interest herein without registration under the Securities Act and registration or qualification under applicable state securities laws will be required to, and by acceptance of this Bond or any interest herein will be deemed to have agreed to, indemnify the Issuer, the Owner Trustee, the Administrator, the Depositor, the Indenture Trustee and the Bond Registrar against any liability that may result if the transfer is not exempt from such registration and/or qualification or is not made in accordance with such federal and state laws. No transfer of this Bond or any interest herein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Bond or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, except in accordance with the Indenture. Each Person who acquires this Bond or any interest herein shall be deemed to have represented and warranted to and for the benefit of the Issuer, the Owner Trustee, the Administrator, the Master Servicer, the Special Servicer, the Depositor, the Bond Registrar or the Indenture Trustee that either: (i) it is neither a Plan nor any Person who is directly or indirectly purchasing such Bond or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of such Bond or any interest therein by or on behalf of, or with assets of, such Person will not result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code or the imposition of an excise tax under Section 4975 of the Code. If a Person is acquiring this Bond or interest herein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Bond Registrar a certification to the effect that, and such other evidence as may be reasonably required by the Indenture Trustee to confirm that, it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth above. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registerable in the Bond Register upon surrender of this Bond for registration of transfer at the offices of the Bond Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Bond Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Bonds of the same Class in authorized denominations evidencing the same aggregate Principal Amount will be issued to the designated transferee or transferees. No service charge will be imposed for any registration of transfer or exchange of this Bond, but the Indenture Trustee or the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of this Bond. The Depositor, the Issuer, the Owner Trustee, the Indenture Trustee, the Bond Registrar and any agent thereof may treat the Person in whose name this Bond is registered as the owner hereof for all purposes, and none of the Depositor, the Issuer, the Owner Trustee, the Indenture Trustee, the Bond Registrar or any such agent shall be affected by notice to the contrary. Unless the certificate of authentication hereon has been executed by the Bond Registrar, by manual signature, this Bond shall not be entitled to any benefit under the Indenture or be valid for any purpose. The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Estate (to the extent of its rights therein) for payments hereunder. This Bond shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws. IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed by _______________________, not in its individual capacity but solely as Owner Trustee. Dated: ICCMAC COMMERCIAL TRUST [_______] By: _________________________, not in its individual capacity but solely in its capacity as Owner Trustee By: _____________________________________ Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class E Bonds referred to in the within-mentioned Indenture. Dated: __________________________________________ as Bond Registrar By: _____________________________________ Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Collateralized Mortgage Bond and hereby authorize(s) the registration of transfer of such interest to assignee on the Bond Register of the Trust Fund. I (we) further direct the Bond Registrar to issue a new Collateralized Mortgage Bond of a like Percentage Interest and Class to the above named assignee and deliver such Mortgage Pass-Through Bond to the following address: ______________________________________________________________________ ______________________________________________________________________ Dated: __________________________________________ Signature by or on behalf of Assignor __________________________________________ Signature Guaranteed PAYMENT INSTRUCTIONS The Assignee should include the following for purposes of payment: Payments shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to ________________________________________________ for the account of ____________________________________________________________. Payments made by check (such check to be made payable to _________________________) and all applicable statements and notices should be mailed to _____________________________________________________________________. This information is provided by _________________________, the Assignee named above, or _________________________, as its agent. EXHIBIT A-7 CLASS F BOND ICCMAC COMMERCIAL TRUST [_______] CLASS F COLLATERALIZED MORTGAGE BOND SERIES 199_-_ Bond Interest Rate: _____% per annum Aggregate Principal Amount of the Class F Bonds as of the Closing Date: $__________ Date of Indenture: As of __________, 199_ Initial Principal Amount of this Class F Bond as of the Closing Date: $__________ Accrual Date: __________, 199_ Initial Aggregate [Stated Principal Balance of the Mortgage Pool]: $__________ Closing Date: __________, 199_ First Payment Date: __________, 199_ Stated Maturity: ____________ Issuer: ICCMAC Commercial Trust [______] Indenture Trustee: _______________ Owner Trustee: _______________ Bond No. F-__ [CUSIP No. ________] THIS BOND HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS BOND OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 9 OF THE INDENTURE REFERRED TO HEREIN. NO TRANSFER OF THIS BOND OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS BOND OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE REFERRED TO HEREIN. THIS BOND REPRESENTS A NON-RECOURSE OBLIGATION OF THE ISSUER AND WILL BE PAID SOLELY FROM THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE COLLATERAL THEREFOR IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY OTHER PERSON. [THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS BOND. THE ISSUE DATE OF THIS BOND IS __________, 199_. ASSUMING THAT THE MORTGAGE LOANS ARE NOT SUBJECT TO ANY VOLUNTARY OR INVOLUNTARY PREPAYMENT, THIS BOND HAS BEEN ISSUED WITH NO MORE THAN $______ OF OID PER $1,000 OF INITIAL PRINCIPAL AMOUNT, THE YIELD TO MATURITY IS ____% PER ANNUM, AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $____ PER $1,000 OF INITIAL PRINCIPAL AMOUNT, COMPUTED UNDER THE EXACT METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL NOT PREPAY OR, IF THEY DO PREPAY, THAT THEY WILL PREPAY AT ANY PARTICULAR RATE.] THIS BOND IS SUBORDINATE TO OTHER BONDS OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE INDENTURE REFERRED TO HEREIN. PAYMENTS IN REDUCTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE MONTHLY AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE. This certifies that [ ] is the registered owner (the "Holder") of this Bond which is one of a series of Collateralized Mortgage Bonds (collectively, the "Bonds") issued by the Issuer referred to above in multiple classes (each, a "Class") pursuant to a Indenture dated as of __________, 199_ (the "Indenture"), between Owner Trustee referred to above, on behalf of the Issuer, and the Indenture Trustee referred to above, on behalf of the holders of the Bonds (the "Bondholders"). A summary of certain of the pertinent provisions of the Indenture is set forth hereafter. To the extent not defined herein, capitalized terms used herein have the respective meanings assigned in the Indenture. This Bond is issued under and is subject to the terms, provisions and conditions of the Indenture, to which Indenture the Holder of this Bond by virtue of the acceptance hereof assents and by which such Holder is bound. The Issuer, a Delaware business trust, for value received, hereby promises to pay to the Holder hereof, the principal sum of $____________ no later than _______________. Pursuant to the terms of the Indenture, payments will be made on the Class of Bonds to which this Bond belongs, pro rata among the Bonds of such Class based on their respective Principal Amounts, on the ____ of each month or, if any such day is not a business day, then on the next succeeding business day (each, a "Payment Date"), commencing on the first Payment Date specified above, to the Person in whose name this Bond is registered at the close of business on the Record Date. All payments made under the Indenture on this Bond will be made by the Indenture Trustee by wire transfer of immediately available funds to the account of the Person entitled thereto at a bank or other entity having appropriate facilities therefor, if such Bondholder shall have provided the Indenture Trustee with wiring instructions no less than five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent payments) and is the registered owner of Bonds the initial aggregate Principal Amount of which is at least $[5,000,000], or otherwise by check mailed to the address of such Bondholder as it appears in the Bond Register. Notwithstanding the foregoing, the final payment on this Bond will be made in like manner, but only upon presentation and surrender of this Bond at the offices of the Indenture Trustee or such other location specified in the notice to the Holder hereof of such final payment. Notwithstanding anything herein to the contrary, no payments will be made with respect to a Bond that has previously been surrendered as contemplated by the preceding sentence or, with limited exception, that should have been surrendered as contemplated by the preceding sentence. The Bonds are limited in right of payment to certain distributions on the Mortgage Collateral, all as more specifically set forth herein and in the Indenture. As provided in the Indenture, withdrawals from the Bond Account may be made from time to time for purposes other than, and, in certain cases, prior to, payments to Bondholders, such purposes including the reimbursement of certain expenses incurred by the Indenture Trustee under the Indenture. Any payment to the Holder of this Bond in reduction of the Principal Amount hereof is binding on such Holder and all future Holders of this Bond and any Bond issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such payment is made upon this Bond. The Class of Bonds to which this Bond relates, are issuable in fully registered form only without coupons in minimum denominations specified in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, this Bond is exchangeable for new Bonds of the same Class in authorized denominations evidencing the same aggregate Principal Amount, as requested by the Holder surrendering the same. No transfer, sale, pledge or other disposition of this Bond or interest herein may be made by an investor unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If a transfer of this Bond is to be made without registration under the Securities Act, then the registrar for the Bonds (the "Bond Registrar", which shall initially be the Indenture Trustee) is required to refuse to register such transfer unless it receives: (i) a certificate from the Bondholder desiring to effect such transfer substantially in the form attached to the Indenture as Exhibit D-1A; or (ii) a certificate from such Bondholder substantially in the form attached to the Indenture as Exhibit D-1B and a certificate from such Bondholder's prospective transferee substantially in the form attached to the Indenture either as Exhibit D-2A or as Exhibit D-2B; or (iii) an opinion of counsel satisfactory to the Indenture Trustee to the effect that such transfer may be made without registration under the Securities Act (which opinion of counsel shall not be an expense of the Trust Estate (as defined herein) or of the Issuer, the Owner Trustee, the Administrator, the Depositor, the Indenture Trustee or the Bond Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Bondholder desiring to effect such transfer and/or such Bondholder's prospective transferee on which such opinion of counsel is based. Any investor desiring to effect a transfer of this Bond or any interest herein without registration under the Securities Act and registration or qualification under applicable state securities laws will be required to, and by acceptance of this Bond or any interest herein will be deemed to have agreed to, indemnify the Issuer, the Owner Trustee, the Administrator, the Depositor, the Indenture Trustee and the Bond Registrar against any liability that may result if the transfer is not exempt from such registration and/or qualification or is not made in accordance with such federal and state laws. No transfer of this Bond or any interest herein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Bond or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, except in accordance with the Indenture. Each Person who acquires this Bond or any interest herein shall be deemed to have represented and warranted to and for the benefit of the Issuer, the Owner Trustee, the Administrator, the Master Servicer, the Special Servicer, the Depositor, the Bond Registrar or the Indenture Trustee that either: (i) it is neither a Plan nor any Person who is directly or indirectly purchasing such Bond or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of such Bond or any interest therein by or on behalf of, or with assets of, such Person will not result in any non-exempt prohibited transaction under ERISA or Section 4975 of the Code or the imposition of an excise tax under Section 4975 of the Code. If a Person is acquiring this Bond or any interest herein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Bond Registrar a certification to the effect that, and such other evidence as may be reasonably required by the Indenture Trustee to confirm that, it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth above. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Bond is registerable in the Bond Register upon surrender of this Bond for registration of transfer at the offices of the Bond Registrar, duly endorsed by, or accompanied by a written instrument of transfer in the form satisfactory to the Bond Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Bonds of the same Class in authorized denominations evidencing the same aggregate Principal Amount will be issued to the designated transferee or transferees. No service charge will be imposed for any registration of transfer or exchange of this Bond, but the Indenture Trustee or the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of this Bond. The Depositor, the Issuer, the Owner Trustee, the Indenture Trustee, the Bond Registrar and any agent thereof may treat the Person in whose name this Bond is registered as the owner hereof for all purposes, and none of the Depositor, the Issuer, the Owner Trustee, the Indenture Trustee, the Bond Registrar or any such agent shall be affected by notice to the contrary. Unless the certificate of authentication hereon has been executed by the Bond Registrar, by manual signature, this Bond shall not be entitled to any benefit under the Indenture or be valid for any purpose. The registered Holder hereof, by its acceptance hereof, agrees that it will look solely to the Trust Estate (to the extent of its rights therein) for payments hereunder. This Bond shall be construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in said State, and the obligations, rights and remedies of the Holder hereof shall be determined in accordance with such laws. IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed by _______________________, not in its individual capacity but solely as Owner Trustee. Dated: ICCMAC COMMERCIAL TRUST [______] By: _________________________, not in its individual capacity but solely in its capacity as Owner Trustee By: _____________________________________ Authorized Signatory CERTIFICATE OF AUTHENTICATION This is one of the Class F Bonds referred to in the within-mentioned Indenture. Dated: __________________________________________ as Bond Registrar By: _____________________________________ Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ (please print or typewrite name and address including postal zip code of assignee) the beneficial ownership interest in the Trust Fund evidenced by the within Collateralized Mortgage Bond and hereby authorize(s) the registration of transfer of such interest to assignee on the Bond Register of the Trust Fund. I (we) further direct the Bond Registrar to issue a new Collateralized Mortgage Bond of a like Percentage Interest and Class to the above named assignee and deliver such Mortgage Pass-Through Bond to the following address: Dated: __________________________________________ Signature by or on behalf of Assignor __________________________________________ Signature Guaranteed PAYMENT INSTRUCTIONS The Assignee should include the following for purposes of payment: Payments shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to ________________________________________________ for the account of ____________________________________________________________. Payments made by check (such check to be made payable to _________________________) and all applicable statements and notices should be mailed to ______________________________________________________________________ _______________________________________________________________________________. This information is provided by _________________________, the Assignee named above, or _________________________, as its agent. EXHIBIT B FORM OF TRUSTEE REPORT EXHIBIT C SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY EXHIBIT D-1A FORM I OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF DEFINITIVE BONDS [Date] [BOND REGISTRAR] Re: ICCMAC Commercial Trust [______], Collateralized Mortgage Bonds, Series 199_-_ (the "Bonds") Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the "Transferor") to _________________ (the "Transferee") of Class ______ Bonds having an initial aggregate Principal Amount as of __________, 199_ (the "Closing Date") of $_____________ (the "Transferred Bonds"). The Bonds, including the Transferred Bonds, were issued pursuant to a Indenture dated as of __________, 199_ (the "Indenture"), between ICCMAC Commercial Trust [______], as issuer (the "Issuer"), and _______________________, as trustee (the "Indenture Trustee"). All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Indenture. The Transferee hereby certifies, represents and warrants to you, as Bond Registrar, and for the benefit of the Issuer, the Indenture Trustee and the Transferee, that: 1. The Transferor is the lawful owner of the Transferred Bonds with the full right to transfer such Bonds free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any Bond, any interest in any Bond or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of any Bond, any interest in any Bond or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to any Bond, any interest in any Bond or any other similar security with any person in any manner, (d) made any general solicitation by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of any Bond under the Securities Act of 1933, as amended (the "Securities Act"), or would render the disposition of any Bond a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of any Bond pursuant to the Securities Act or any state securities laws. 3. The Transferor and any person acting on behalf of the Transferor in this matter reasonably believe that the Transferee is a "qualified institutional buyer" as that term is defined in Rule 144A ("Rule 144A") under the Securities Act (a "Qualified Institutional Buyer") purchasing for its own account or for the account of a Qualified Institutional Buyer. In determining whether the Transferee is a Qualified Institutional Buyer, the Transferor and any person acting on behalf of the Transferor in this matter have relied upon the following method(s) of establishing the Transferee's ownership and discretionary investments of securities (check one or more): ___ (a) The Transferee's most recent publicly available financial statements, which statements present the information as of a date within 16 months preceding the date of sale of the Transferred Bond in the case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign purchaser; or ___ (b) The most recent publicly available information appearing in documents filed by the Transferee with the Securities and Exchange Commission or another United States federal, state, or local governmental agency or self-regulatory organization, or with a foreign governmental agency or self-regulatory organization, which information is as of a date within 16 months preceding the date of sale of the Transferred Bond in the case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign purchaser; or ___ (c) The most recent publicly available information appearing in a recognized securities manual, which information is as of a date within 16 months preceding the date of sale of the Transferred Bond in the case of a U.S. purchaser and within 18 months preceding such date of sale for a foreign purchaser; or ___ (d) A certification by the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the Transferee, specifying the amount of securities owned and invested on a discretionary basis by the Transferee as of a specific date on or since the close of the Transferee's most recent fiscal year, or, in the case of a Transferee that is a member of a "family of investment companies", as that term is defined in Rule 144A, a certification by an executive officer of the investment adviser specifying the amount of securities owned by the "family of investment companies" as of a specific date on or since the close of the Transferee's most recent fiscal year. 4. The Transferor and any person acting on behalf of the Transferor understand that in determining the aggregate amount of securities owned and invested on a discretionary basis by an entity for purposes of establishing whether such entity is a Qualified Institutional Buyer: (a) the following instruments and interests shall be excluded: securities of issuers that are affiliated with the Transferee; securities that are part of an unsold allotment to or subscription by the Transferee, if the Transferee is a dealer; securities of issuers that are part of the Transferee's "family of investment companies", if the Transferee is a registered investment company; bank deposit notes and certificates of deposit; loan participations; repurchase agreements; securities owned but subject to a repurchase agreement; and currency, interest rate and commodity swaps; (b) the aggregate value of the securities shall be the cost of such securities, except where the entity reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities may be valued at market; (c) securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in the consolidated financial statements of another enterprise. 5. The Transferor or a person acting on its behalf has taken reasonable steps to ensure that the Transferee is aware that the Transferor is relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. 6. The Transferor or a person acting on its behalf has furnished, or caused to be furnished, to the Transferee all information regarding (a) the Transferred Bonds and payments thereon, (b) the nature and performance of the [Mortgage Collateral][Pledged Mortgage-Backed Securities], (c) the Indenture and the Trust Estate, and (d) any credit enhancement mechanism associated with the Transferred Bonds, that the Transferee has requested. Very truly yours, _________________________________________ (Transferor) By: ____________________________________ Name: __________________________________ Title: _________________________________ EXHIBIT D-1B FORM II OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF DEFINITIVE BONDS [Date] [BOND REGISTRAR] Re: ICCMAC Commercial Trust [______], Collateralized Mortgage Bonds, Series 199_-_ (the "Bonds") Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the "Transferor") to _________________ (the "Transferee") of Class ______ Bonds having an initial aggregate Principal Amount as of __________, 199_ (the "Closing Date") of $_____________ (the "Transferred Bonds"). The Bonds, including the Transferred Bonds, were issued pursuant to a Indenture dated as of __________, 199_ (the "Indenture"), between ICCMAC Commercial Trust [______], as issuer (the "Issuer"), and _______________________, as trustee (the "Indenture Trustee"). All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Indenture. The Transferee hereby certifies, represents and warrants to you, as Bond Registrar, and for the benefit of the Issuer, the Indenture Trustee and the Transferee, that: 1. The Transferor is the lawful owner of the Transferred Bonds with the full right to transfer such Bonds free from any and all claims and encumbrances whatsoever. 2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any Bond, any interest in any Bond or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of any Bond, any interest in any Bond or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to any Bond, any interest in any Bond or any other similar security with any person in any manner, (d) made any general solicitation by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of any Bond under the Securities Act of 1933, as amended (the "Securities Act"), or would render the disposition of any Bond a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of any Bond pursuant to the Securities Act or any state securities laws. Very truly yours, _________________________________________ (Transferor) By: ____________________________________ Name: __________________________________ Title: _________________________________ EXHIBIT D-2A FORM I OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF DEFINITIVE BONDS [Date] [BOND REGISTRAR] Re: ICCMAC Commercial Trust [______], Collateralized Mortgage Bonds, Series 199_-_ (the "Bonds") Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the "Transferor") to _________________ (the "Transferee") of Class ___ Bonds having an initial aggregate Principal Amount as of __________, 199_ (the "Closing Date") of $______________ (the "Transferred Bonds"). The Bonds, including the Transferred Bonds, were issued pursuant to a Indenture dated as of __________, 199_ (the "Indenture"), between ICCMAC Commercial Trust [______], as issuer (the "Issuer"), and _______________________, as trustee (the "Indenture Trustee"). All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Indenture. The Transferee hereby certifies, represents and warrants to you, as Bond Registrar, and for the benefit of the Issuer, the Indenture Trustee and the Transferor, that: 1. The Transferee is a "qualified institutional buyer" (a "Qualified Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "Securities Act"), and has completed one of the forms of certification to that effect attached hereto as Annex 1 and Annex 2. The Transferee is aware that the sale to it of the Transferred Bonds is being made in reliance on Rule 144A. The Transferee is acquiring the Transferred Bonds for its own account or for the account of a Qualified Institutional Buyer, and understands that such Transferred Bonds may be resold, pledged or transferred only (i) to a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act. 2. The Transferee has been furnished with all information regarding (a) the Company and the Issuer, (b) the Transferred Bonds and payments thereon, (c) the nature and performance of the Mortgage Collateral, (d) the Indenture, and (e) all related matters, that it has requested. Very truly yours, _________________________________________ (Transferor) By: ____________________________________ Name: __________________________________ Title: _________________________________ ANNEX 1 TO EXHIBIT D-2A QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [for Transferees other than Registered Investment Companies] The undersigned hereby certifies as follows to [name of Transferor] (the "Transferor") and [name of Bond Registrar], as Bond Registrar, with respect to the Collateralized Mortgage Bonds being transferred (the "Transferred Bonds") as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex: 1. As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Transferred Bonds (the "Transferee"). 2. The Transferee is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A"), because (i) the Transferee owned and/or invested on a discretionary basis $______________________(1) in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the category marked below. ___ Corporation, etc. The Transferee is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986. ___ Bank. The Transferee (a) is a national bank or a banking institution organized under the laws of any State, U.S. territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Bond in the case of a U.S. bank, and not more than 18 months preceding such date of sale for a foreign bank or equivalent institution. ___ Savings and Loan. The Transferee (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto, as of a date not more than 16 months preceding the date of sale of the Bond in the case of a U.S. savings and loan association, and not more than 18 months preceding such date of sale for a foreign savings and loan association or equivalent institution. ___ Broker-dealer. The Transferee is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended. ___ Insurance Company. The Transferee is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State, U.S. territory or the District of Columbia. ___ State or Local Plan. The Transferee is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees. ___ ERISA Plan. The Transferee is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974. ___ Investment Advisor. The Transferee is an investment advisor registered under the Investment Advisers Act of 1940, as amended. ___ Other. (Please supply a brief description of the entity and a cross-reference to the paragraph and subparagraph under subsection (a)(1) of Rule 144A pursuant to which it qualifies. Note that registered investment companies should complete Annex 2 rather than this Annex 1.) ______________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ ____________________ (1) Transferee must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Transferee is a dealer, and, in that case, Transferee must own and/or invest on a discretionary basis at least $10,000,000 in securities. 3. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Transferee, (ii) securities that are part of an unsold allotment to or subscription by the Transferee, if the Transferee is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee did not include any of the securities referred to in this paragraph. 4. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, the Transferee used the cost of such securities to the Transferee, unless the Transferee reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities were valued at market. Further, in determining such aggregate amount, the Transferee may have included securities owned by subsidiaries of the Transferee, but only if such subsidiaries are consolidated with the Transferee in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Transferee's direction. However, such securities were not included if the Transferee is a majority-owned, consolidated subsidiary of another enterprise and the Transferee is not itself a reporting company under the Securities Exchange Act of 1934, as amended. 5. The Transferee acknowledges that it is familiar with Rule 144A and understands that the Transferor and other parties related to the Transferred Bonds are relying and will continue to rely on the statements made herein because one or more sales to the Transferee may be in reliance on Rule 144A. ___ ___ Will the Transferee be purchasing the Transferred Bonds Yes No only for the Transferee's own account? 6. If the answer to the foregoing question is "no", then in each case where the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a "qualified institutional buyer" within the meaning of Rule 144A, and the "qualified institutional buyer" status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A. 7. The Transferee will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Transferee's purchase of the Transferred Bonds will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Transferee is a bank or savings and loan as provided above, the Transferee agrees that it will furnish to such parties any updated annual financial statements that become available on or before the date of such purchase, promptly after they become available. Very truly yours, _________________________________________ (Transferor) By: ____________________________________ Name: __________________________________ Title: _________________________________ ANNEX 2 TO EXHIBIT D-2A QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [for Transferees that are Registered Investment Companies] The undersigned hereby certifies as follows to [name of Transferor] (the "Transferor") and [name of Bond Registrar], as Bond Registrar, with respect to the Collateralized Mortgage Bonds being transferred (the "Transferred Bonds") as described in the Transferee Certificate to which this certification relates and to which this certification is an Annex: 1. As indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive officer of the entity purchasing the Transferred Certificates (the "Transferee") or, if the Transferee is a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A"), because the Transferee is part of a Family of Investment Companies (as defined below), is an executive officer of the investment adviser (the "Adviser"). 2. The Transferee is a "qualified institutional buyer" as defined in Rule 144A because (i) the Transferee is an investment company registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Transferee alone owned and/or invested on a discretionary basis, or the Transferee's Family of Investment Companies owned, at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year. For purposes of determining the amount of securities owned by the Transferee or the Transferee's Family of Investment Companies, the cost of such securities was used, unless the Transferee or any member of the Transferee's Family of Investment Companies, as the case may be, reports its securities holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of those securities has been published, in which case the securities of such entity were valued at market. ___ The Transferee owned and/or invested on a discretionary basis $___________________ in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A). ___ The Transferee is part of a Family of Investment Companies which owned in the aggregate $______________ in securities (other than the excluded securities referred to below) as of the end of the Transferee's most recent fiscal year (such amount being calculated in accordance with Rule 144A). 3. The term "Family of Investment Companies" as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other). 4. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with the Transferee or are part of the Transferee's Family of Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Transferee, or owned by the Transferee's Family of Investment Companies, the securities referred to in this paragraph were excluded. 5. The Transferee is familiar with Rule 144A and understands that the parties to which this certification is being made are relying and will continue to rely on the statements made herein because one or more sales to the Transferee will be in reliance on Rule 144A. ___ ___ Will the Transferee be purchasing the Transferred Bonds Yes No only for the Transferee's own account? 6. If the answer to the foregoing question is "no", then in each case where the Transferee is purchasing for an account other than its own, such account belongs to a third party that is itself a "qualified institutional buyer" within the meaning of Rule 144A, and the "qualified institutional buyer" status of such third party has been established by the Transferee through one or more of the appropriate methods contemplated by Rule 144A. 7. The undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice, the Transferee's purchase of the Transferred Bonds will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase. _________________________________________ Print Name of Transferee or Adviser By: ____________________________________ Name: __________________________________ Title: _________________________________ IF AN ADVISER: _________________________________________ Print Name of Transferee Date: ___________________ EXHIBIT D-2B FORM II OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF DEFINITIVE BONDS [Date] [BOND REGISTRAR] Re: ICCMAC Commercial Trust [______], Collateralized Mortgage Bonds, Series 199_-_ (the "Bonds") Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _________________ (the "Transferor") to _________________ (the "Transferee") of Class ___ Bonds having an initial aggregate Principal Amount as of __________, 199_ (the "Closing Date") of $______________ (the "Transferred Bonds"). The Bonds, including the Transferred Bonds, were issued pursuant to a Indenture dated as of __________, 199_ (the "Indenture"), between ICCMAC Commercial Trust [______], as issuer (the "Issuer") and _______________________, as trustee (the "Indenture Trustee"). All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Indenture. The Transferee hereby certifies, represents and warrants to you, as Bond Registrar, and for the benefit of the Issuer, the Indenture Trustee and the Transferor, that: 1. The Transferee is acquiring the Transferred Bonds for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the "Securities Act"), or any applicable state securities laws. 2. The Transferee understands that (a) the Class of Bonds to which the Transferred Bonds belong has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Issuer, the Indenture Trustee or the Bond Registrar is obligated so to register or qualify the Class of Bonds to which the Transferred Bonds belong, and (c) no Transferred Bond may be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and the Bond Registrar has received either: (A) a certificate from the Bondholder desiring to effect such transfer substantially in the form attached as Exhibit D-1A to the Indenture; (B) a certificate from such Bondholder substantially in the form attached as Exhibit D-1B to the Indenture and a certificate from such Bondholder's prospective transferee substantially in the form attached either as Exhibit D-2A or as Exhibit D-2B to the Indenture; or (C) an opinion of counsel satisfactory to the Indenture Trustee with respect to the availability of such exemption from registration under the Securities Act, together with copies of the written certification(s) from the transferor and/or transferee setting forth the facts surrounding the transfer upon which such opinion is based. 3. The Transferee understands that it may not sell or otherwise transfer any Transferred Bond except in compliance with the provisions of Section 9 of the Indenture, which provisions it has carefully reviewed, and that each Transferred Bond will bear the following legends: THIS BOND HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS BOND OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 13 OF THE INDENTURE REFERRED TO HEREIN. NO TRANSFER OF THIS BOND OR ANY INTEREST HEREIN MAY BE MADE (A) TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE REFERRED TO HEREIN. 4. Neither the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred any Bond, any interest in any Bond or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a pledge, disposition or other transfer of any Bond, any interest in any Bond or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to any Bond, any interest in any Bond or any other similar security with any person in any manner, (d) made any general solicitation with respect to any Bond, any interest in any Bond or any other similar security by means of general advertising or in any other manner, or (e) taken any other action with respect to any Bond, any interest in any Bond or any other similar security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of the Transferred Bonds under the Securities Act, would render the disposition of the Transferred Bonds a violation of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Transferred Bonds pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any manner set forth in the foregoing sentence with respect to any Bond, any interest in any Bond or any other similar security. 5. The Transferee has been furnished with all information regarding (a) the Company and the Issuer, (b) the Transferred Bonds and payments thereon, (c) the Indenture and the Trust Estate, (d) the nature and performance of the [Mortgage Collateral][Pledged Mortgage-Backed Securities], and (e) all related matters, that it has requested. 6. The Transferee is an "accredited investor" as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Transferred Bonds; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment. Very truly yours, _________________________________________ (Transferor) By: ____________________________________ Name: __________________________________ Title: _________________________________ EXHIBIT E [SERVICING AGREEMENT] EXHIBIT F [MORTGAGE LOAN PURCHASE AGREEMENT] EXHIBIT G [ADMINISTRATION AGREEMENT] EXHIBIT H [LETTER OF REPRESENTATIONS] EX-4.2 6 FORM OF SERVICING AGREEMENT ================================================================================ ICCMAC Commercial Trust [______] Issuer, and --------------------, Master Servicer and Special Servicer and --------------------, Trustee and -------------------------------- SERVICING AGREEMENT Dated as of _________, __, 199__ -------------------------------- $---------- Colalteralized Mortgage Bonds Series 199__-____ TABLE OF CONTENTS Page ARTICLE I DEFINITIONS SECTION 1.01 Defined Terms................................................ SECTION 1.02 Certain Terms................................................ SECTION 1.03 Determination of LIBOR....................................... SECTION 1.04 General Interpretive Principles.............................. ARTICLE II CERTAIN MATTERS REGARDING THE MORTGAGE LOANS;................................ SECTION 2.01 Delivery of Mortgage Loan Files and Related Documents........ SECTION 2.02 Document Defects and Breaches; Repurchase.................... SECTION 2.03 Representations and Warranties of the Issuer, the Master Servicer, and the Special Servicer; Assignment of Rights.......................... SECTION 2.04 Repurchase of Mortgage Loans for Breaches of Representation and Warranty............................. ARTICLE III GENERAL PROVISIONS APPLICABLE TO SERVICERS SECTION 3.01 Contract for Servicing....................................... SECTION 3.02 Notices to Mortgagors........................................ SECTION 3.03 Subservicing................................................ SECTION 3.04 Record Title to Mortgage Loans, Etc.......................... SECTION 3.05 Release of Documents and Instruments of Satisfaction......... SECTION 3.06 Access to Certain Documentation Regarding the Mortgage Loans and This Agreement................................ SECTION 3.07 Annual Statement As to Compliance............................ SECTION 3.08 Annual Independent Public Accountants' Servicing Report...... SECTION 3.09 Merger or Consolidation of Any Servicer...................... SECTION 3.10 Limitation on Liability of the Servicers and Others.......... SECTION 3.11 Resignation of Servicers..................................... SECTION 3.12 Maintenance of Errors and Omissions and Fidelity Coverage.... SECTION 3.13 Indemnity ................................................... SECTION 3.14 Information Systems.......................................... ARTICLE IV OBLIGATIONS OF THE MASTER SERVICER SECTION 4.01 The Master Servicer.......................................... SECTION 4.02 Collection Account; Collection of Certain Mortgage Loan Payments........................................... SECTION 4.03 Permitted Withdrawals from the Collection Account............ SECTION 4.04 Remittances to the Trustee................................... SECTION 4.05 Master Servicer Advances..................................... SECTION 4.06 Maintenance of Insurance..................................... SECTION 4.07 Enforcement of "Due-on-Sale" Clauses; Assumption Agreements.. SECTION 4.08 Property Inspections......................................... SECTION 4.09 Reports of Master Servicer................................... SECTION 4.10 Confirmation of Balloon Payment.............................. SECTION 4.11 Master Servicer Compensation................................. SECTION 4.12 Adjustment of Servicer's Compensation........................ SECTION 4.13 Implementation of Operations and Maintenance Plans........... ARTICLE V [RESERVED] ARTICLE VI OBLIGATIONS OF THE SPECIAL SERVICER SECTION 6.01 The Special Servicer......................................... SECTION 6.02 Transfer to Special Servicing................................ SECTION 6.03 Servicing of Specially Serviced Mortgage Loans............... SECTION 6.04 Title to REO Property; Management of REO Property............ SECTION 6.05 Sale of REO Property and Specially Serviced Mortgage Loans... SECTION 6.06 REO Account; Collection of REO Proceeds...................... SECTION 6.07 Remittances to Servicer...................................... SECTION 6.08 Specially Serviced Mortgage Loan Status Reports and Other Reports....................................... SECTION 6.09 Environmental Considerations................................. SECTION 6.10 Restoration of Specially Serviced Mortgage Loans............. SECTION 6.11 Removal of Special Servicer.................................. SECTION 6.12 Special Servicer Compensation................................ SECTION 6.13 Collateral Value Adjustments................................. ARTICLE VII OBLIGATIONS OF THE INDENTURE TRUSTEE; REPORTS SECTION 7.01 Statements to Bondholders.................................... SECTION 7.02 Distribution of Reports to the Trustee and the Issuer; Advances................................ SECTION 7.03 Allocations of Realized Losses and Collateral Value Adjustments............................ ARTICLE VIII THE ISSUER SECTION 8.01 Liability of the Issuer...................................... SECTION 8.02 Merger, Consolidation or Conversion of the Issuer............ SECTION 8.03 Limitation on Liability of the Issuer and Others............. ARTICLE IX DEFAULT SECTION 9.01 Events of Default............................................ SECTION 9.02 Trustee to Act; Appointment of Successor..................... SECTION 9.03 Notification to Bondholders.................................. SECTION 9.04 Waiver of Events of Default.................................. SECTION 9.05 Additional Remedies of Trustee Upon Event of Default......... ARTICLE X [RESERVED] ARTICLE XI MONITORING BONDHOLDER; DIRECTING BONDHOLDER SECTION 11.01 Monitoring Bondholders and Directing Bondholder.............. SECTION 11.02 Powers of Attorney........................................... ARTICLE XII TERMINATION ARTICLE XIII MISCELLANEOUS PROVISIONS SECTION 13.01 Amendment ................................................... SECTION 13.02 Recordation of Agreement; Counterparts....................... SECTION 13.04 Governing Law................................................ SECTION 13.05 Notices ..................................................... SECTION 13.06 Severability of Provisions................................... SECTION 13.08 Successors and Assigns....................................... SECTION 13.09 Article and Section Headings................................. SECTION 13.10 Notices and Information to Rating Agencies................... SECTION 13.12 Successor to a Servicer...................................... EXHIBITS Exhibit A Mortgage Loan Schedule Exhibit G Form of Acknowledgment Exhibit H Request for Release and Receipt of Documents This Servicing Agreement, dated and effective as of _________ __, 199__, among ICCMAC Commercial Trust [______], a _____________Trust, as Issuer, ____________________, as Master Servicer and Special Servicer, and ____________________, as Trustee. PRELIMINARY STATEMENT: The Issuer is a trust established under the laws of the State of ___________ by Imperial Credit Commercial Mortgage Acceptance Corp. (the "Company"), pursuant to a Deposit Trust Agreement, dated as of _________, l99___ (the "Deposit Trust Agreement"), between the Company and ______________ as owner trustee (in such capacity, the "Owner Trustee"). Pursuant to the Deposit Trust Agreement, the Company delivered to, and deposited with, the Owner Trustee, as owner trustee, on behalf of the Issuer, certain [provide general description of Mortgage Loans] mortgage loans (the "Mortgage Loans"), which are more specifically identified on Exhibit A hereto and which had been acquired by the Company from _______________ as seller (in such capacity, the "Mortgage Loan Seller") pursuant to the Mortgage Loan Purchase Agreement, dated as of ________________, 199___ (the "Mortgage Loan Purchase Agreement"), between the Company and the Mortgage Loan Seller. Pursuant to an Indenture, dated as of __________, 199__ (the "Indenture"), between the Owner Trustee, as owner trustee, on behalf of the Issuer, and the Trustee, as indenture trustee, on behalf of the Bondholders, the Issuer issued collateralized mortgage bonds (collectively, the "Bonds"), in multiple classes (each, a "Class"), secured by a pledge of, among other things, the Mortgage Loans. The parties hereto desire to provide for, among other things, the servicing and administration of the Mortgage Loans for so long as the Bonds are Outstanding. In consideration of the mutual agreements herein contained, the Issuer, the Master Servicer, the Special Servicer and the Trustee agree as follows: ARTICLE I DEFINITIONS SECTION 1.01 Defined Terms. Whenever used in this Agreement, including in the Preliminary Statement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. "Accepted Servicing Practices": The procedures that the Master Servicer shall follow in the servicing and administration of 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 which the Master Servicer services and administers mortgage loans that are held 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 this 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 hereunder 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 this 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 distressed mortgage loans and related real property, 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 Property and REO Property 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 is held for its own portfolio and are similar to the Mortgage Loans, Mortgaged Property and REO Property, giving due consideration to customary and usual standards of practice of prudent institutional multifamily and commercial mortgage lenders, loan servicers and asset managers, so as to maximize the net present value of recoveries on the Mortgage Loans, but without regard to: (i) any relationship that 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 this Agreement; (ii) the adequacy of the Special Servicer's compensation for its services hereunder 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 issued in connection with any Securitization. "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. "Adjusted Available Payment Amount": With respect to any Payment Date, the Available Payment Amount net of any Net Prepayment Premiums. "Adjusted Collateral Value": With respect to any Payment Date, the excess of the Stated Principal Balance of any Mortgage Loan over the related Collateral Value Adjustment. "Advance": A P&I Advance or Servicing Advance. "Advance Rate": An annual rate equal to the Prime Rate in effect from time to time. "Affiliate": With respect to any specified Person, any other Person controlling, controlled by or under common control with such specified Person. 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, by contract or otherwise and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Agreement": This Servicing Agreement and all amendments hereof and supplements hereto. "Asset Strategy Report": The report prepared pursuant to Section 6.03(c). "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 date hereof and from time to time hereafter. "Assignment of Mortgage": An assignment of the 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 Final Payment Date": __________, which is the first Payment Date following the second anniversary of the date at which the Stated Principal Balance of all the Mortgage Loans has been reduced to zero, assuming no prepayments and that the Balloon Mortgage Loans fully amortize according to their amortization schedule and no Balloon Payment is made. "Available Payment Amount": With respect to any Payment Date, the amount on deposit in the Bond Account as of the close of business on the related Determination Date immediately preceding such Payment Date, after giving effect to expenses of the Issuer pursuant to this Agreement. "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 Maturity Date. "Balloon Payment": With respect to any Balloon Mortgage Loan as of any date of determination, the amount outstanding on the Maturity Date of such Mortgage Loan in excess of the related Monthly Payment. "Bankruptcy Code": The federal Bankruptcy Code, as amended from time to time (Title 11 of the United States Code). "Book-Entry Bond": Any Bond registered in the name of the Depository or its nominee. "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, New York, Illinois or Missouri are authorized or obligated by law or executive order to remain closed. "Bond": Any Class A-1, Class A-2, Class B, Class C, Class D, Class E or Class F Bond. "Bond Account": The segregated trust account or accounts created and maintained by the Trustee pursuant to Section 7.05 of the Indenture. "Bond Balance": With respect to any Class A-1, Class A-2, Class B, Class C, Class D, Class E or Class F Bond, as of any date of determination, the then outstanding principal amount of such Bond equal to the product of (a) the Percentage Interest evidenced by such Bond, multiplied by (b) the then Class Balance of the Class of Bonds to which such Bond belongs. "Bondholder" or "Holder": The Person in whose name a Bond is registered in the Bond Register, except that, solely for the purposes of giving any consent, approval or waiver pursuant to this Agreement, any Bond registered in the name of the Master Servicer, the Issuer or any Affiliate of either shall be deemed not to be outstanding with respect to Sections 9.04 and 13.01. The Trustee shall be entitled to request and rely upon a certificate of the Master Servicer or the Issuer in determining whether a Bond is registered in the name of an Affiliate of such Person. "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 an indirect participating brokerage firm for which a Depository Participant acts as agent, if any, and otherwise on the books of a Depository Participant, if any, and otherwise on the books of the Depository. "Bond Register" and "Bond Registrar": The register maintained and the registrar appointed pursuant to Section 2.05 of the Indenture. "Class": Collectively, all of the Bonds bearing the same capital letter designation. "Class A-1 Bond": Any of the Bonds issued hereunder and designated as such. "Class A-1 Bond Interest Rate": With respect to any Payment Date, the per annum rate equal to the lesser of (a) LIBOR plus __% and (b) the Weighted Average Remittance Rate. "Class A-2 Bond": Any of the Bonds issued hereunder and designated as such. "Class A-2 Bond Interest Rate": With respect to any Payment Date, the per annum rate equal to the lesser of (a) LIBOR plus __% and (b) the Weighted Average Remittance Rate. "Class B Bond": Any of the Bonds issued hereunder and designated as such. "Class B Bond Interest Rate": With respect to any Payment Date, the per annum rate equal to the lesser of (a) LIBOR plus __% and (b) the Weighted Average Remittance Rate. "Class Balance": With respect to any Class, the aggregate principal amount of such Class outstanding as of any date of determination equal to (A) the Original Class Balance thereof plus (B) any Collateral Value Adjustment Capitalization Amount minus (C) any amounts allocated or distributed to such Class in reduction of its Class Balance pursuant to the terms hereof. "Class C Bond": Any of the Bonds issued hereunder and designated as such. "Class C Bond Interest Rate": With respect to any Payment Date, the per annum rate equal to the lesser of (a) LIBOR plus __% and (b) the Weighted Average Remittance Rate. "Class D Bond": Any of the Bonds issued hereunder and designated as such. "Class D Bond Interest Rate": With respect to any Payment Date, the per annum rate equal to the lesser of (a) LIBOR plus __% and (b) the Weighted Average Remittance Rate. "Class E Bond": Any of the Bonds issued hereunder and designated as such. "Class E Bond Interest Rate": With respect to any Payment Date, the per annum rate equal to __% per annum. "Class F Bond": Any of the Bonds issued hereunder and designated as such. "Class F Bond Interest Rate": With respect to any Payment Date, the per annum rate equal to __% per annum. "Code": The Internal Revenue Code of 1986, as amended from time to time. "Collateral Value Adjustment": With respect to a Mortgage Loan as to which a Collateral Value Adjustment Event has occurred, an amount equal to the excess of (a) the Stated Principal Balance of the Mortgage Loan as of the date of the Collateral Value Adjustment Event over (b) the excess of (i) __% of the current appraised value of the related Mortgaged Property as determined by an Independent MAI appraiser conducted under MAI appraisal standards prepared in accordance with 12 CFR ss.225.62 over (ii) the sum of (A) to the extent not previously advanced by a Servicer, 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, (C) any unpaid Servicing Fees and Trustee Fees and (D) all currently due and delinquent real estate taxes and assessments, insurance premiums and, if applicable, ground rents in respect of such Mortgaged Property (net of any amount escrowed or otherwise available for payment of any amounts due on the related Mortgage Loans with respect to such Mortgage Loan or REO Property) and estimated liquidation expenses. Notwithstanding the foregoing, a Collateral Value Adjustment will be zero with respect to such Mortgage Loan if (i) the event giving rise to such Collateral Value Adjustment is the extension of the maturity of such Mortgage Loan, (ii) the payments on such Mortgage Loan were not delinquent during the twelve months preceding such extension and (iii) the payments on such Mortgage Loan were then current, provided that if at any later date there occurs a delinquency in payment with respect to such Mortgage Loan, the Collateral Value Adjustment will be recalculated and applied as described above. "Collateral Value Adjustment Capitalization Amount": With respect to each class of Bonds to which a Collateral Value Adjustment has been allocated, and to the extent not reversed, interest accrued at the related Bond Interest Rate on the portion of the Class Balance of such class equal to the sum of the aggregate Collateral Value Adjustment allocated to such class for such Payment Date and accrued and unpaid interest at the related Bond Interest Rate on such Collateral Value Adjustment amount for prior Payment Dates. "Collateral Value Adjustment Event": With respect to any Mortgage Loan the earliest to occur of (i) 90 days after the date on which an uncured delinquency occurs in respect of such Mortgage Loan, (ii) immediately after the date on which a receiver is appointed (if such appointment remains in effect during such 60-day period) in respect of the related Mortgaged Property, (iii) the date on which the related Mortgaged Property becomes an REO Property or (iv) the date on which the payment rate, Mortgage Interest Rate, principal balance, amortization terms or Maturity Date of such Mortgage Loan has been changed or otherwise materially modified pursuant to and in accordance with the terms hereof. "Collateral Value Adjustment Reduction Amount": With respect to the Class __ Bonds, the portion of the Interest Accrual Amount accrued on the portion of the related Notional Amount corresponding to any Collateral Value Adjustment or Collateral Value Adjustment Capitalization Amount allocated, and not reversed, to the Class Balance of any class of Bonds. "Collection Account": The separate account, which shall be an Eligible Account, created and maintained pursuant to Section 4.02 hereof. "Condemnation Proceeds": With respect to each Mortgage Loan, all awards or settlements in respect of a Mortgaged Property, whether permanent or temporary, partial or entire, on account of the exercise of the power of eminent domain or condemnation, 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, related to such Mortgaged Property and applied or to be applied to the restoration or repair of such Mortgaged Property or required to be released to a Mortgagor in accordance with the terms of the related Mortgage Loan Documents or, to the extent not expressly provided therein, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable law. "Controlling Bondholder": As defined in Section 6.11 hereof. "Cut-off Date": __________, 199_. "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. "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 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 Mortgaged Property in an amount less than the then outstanding principal balance of the 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 or a state court deficiency proceeding. "Definitive Bond": Any certificated, fully registered certificate. "Delivery Date": __________, 199_. "Issuer": ICCMAC Commercial Trust [______], or its successor in interest. "Depository": The Depository shall at all times be a "clearing corporation" as defined in Section 8-102(3) 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 Securities Exchange Act of 1934, as amended. The initial Depository shall be The Depository Trust Company, a nominee of which is CEDE & Co. "Depository Participant": A broker, dealer, bank or other financial institution or other person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited by the Depository. "Determination Date": With respect to any Payment Date, the 10th day of the month in which such Payment Date occurs or, if such day is not a Business Day, the immediately succeeding Business Day. "Directing Bondholder": The Monitoring Bondholder selected by a majority of the Monitoring Bondholders, by Bond Balance, as certified to the Trustee by the Bond Owners 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, the management or operation of such REO Property, the holding of such REO Property primarily for sale to customers, the performance of any construction work thereon or any use of such REO Property in a trade or business conducted by the Issuer other than through an Independent contractor; provided, however, that the Issuer (or the Master Servicer or the Special Servicer on behalf of the Issuer) shall not be considered to Directly Operate a REO Property solely because the Issuer (or the Master Servicer 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. "Disposition Fee": As defined in Section 6.12 hereof. "Disqualified Organization": Any of (i) the United States, any State or political subdivision thereof, any foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (ii) any organization (other than a cooperative described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code unless such organization is subject to the tax imposed by Section 511 of the Code, or (iii) any organization described in Section 1381(a)(2)(C) of the Code. A corporation will not be treated as an instrumentality of the United States or of any State or any political subdivision thereof if all of its activities are subject to tax and, with the exception of the Federal Home Loan Mortgage Corporation (a corporate instrumentality of the United States) a majority of its board of directors is not selected by a governmental unit. "Payment Date": The twenty fifth (25th) day (or if any such day is not a Business Day, the Business Day immediately succeeding such twenty fifth (25th) day) of each month, commencing in __________, 199__. "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. "Eligible Account": Any of: _______________ an account or accounts maintained with a federal or state chartered Depository institution or trust company (i) to the extent funds are on deposit in such account for a period not in excess of 30 days, the commercial paper, short-term debt obligations or other short-term deposits of which have the Required Rating or (ii) to the extent funds are on deposit in such account for a period in excess of 30 days, the long-term unsecured debt obligations of which have a long term rating of at least "AA-" by the Rating Agencies (or, if not rated by each Rating Agency, then by [Standard & Poor's Ratings Services] and if rated by [Fitch IBCA, Inc.] or [Duff & Phelps Credit Rating Co.], then "AA-" by [Fitch IBCA, Inc.], or [Duff & Phelps Credit Rating Co.], as applicable, and, if not rated by [Fitch IBCA, Inc.], is acceptable to it; a segregated trust account or accounts maintained with the corporate trust department of a federal Depository institution or trust company or state chartered Depository institution subject to regulations regarding fiduciary funds on deposit similar to 12 C.F.R. ss. 9.10(b); or an account or accounts of a Depository institution acceptable to each Rating Agency (as evidenced in writing by each Rating Agency that use of any such account will not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Bonds). "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. ss.ss. 9601-9657; (ii) the Resource Conservation and Recovery Act of 1976, 42 U.S.C. ss.ss. 6901-6991i; (iii) the Toxic Substance Control Act, 15 U.S.C. ss.ss. 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 U.S.C.ss. 1801 et seq. "Event of Default": One or more of the events described in Section 9.01. "Excess Condemnation Proceeds": With respect to each Mortgage Loan, all awards or settlements in respect of a Mortgaged Property, whether permanent or temporary, partial or entire, on account of the exercise of the power of eminent domain or condemnation, 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, related to such Mortgaged Property and applied or to be applied to the restoration or repair of such Mortgaged Property or required to be released to a Mortgagor in accordance with the terms of the related Mortgage Loan Documents or, to the extent not expressly provided therein, in accordance with Accepted 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, 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, 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 or, to the extent not expressly provided therein, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable law. "FDIC": The Federal Deposit Insurance Corporation, or any successor thereto. "Final Certification": As defined in Section 2.02(b). "Final Recovery Determination": A determination by the Special Servicer with respect to any Defaulted 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. "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. "Independent": When used with respect to any specified Person, any such Person who (i) is in fact independent of the Issuer, the 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 Trustee, the Master Servicer, the Special Servicer or any Affiliate thereof, and (iii) is not connected with the Issuer, the Master Servicer, the Special Servicer or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions. "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. "Insurance Policy": With respect to any Mortgage Loan, any insurance policy required to be maintained under this 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 hereof, 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 Servicing Practices or Accepted Special Servicing Practices, as applicable, and applicable Law. "Interest Accrual Amount": With respect to each Payment Date and any Class of Bonds and, interest accrued during the period from and including, in the case of the Class A-1, Class A-2, Class B, Class C and Class D Bonds, the immediately preceding Payment Date (or the Delivery Date with respect to the initial Payment Date) to and including the day immediately preceding the applicable Payment Date and, in the case of the Class E and Class F, Class Bonds, the first day of the month preceding the month of the Payment Date (or the closing Date with respect to the initial Payment Date) to and including the last day of the month preceding the month of the Payment Date (calculated on the basis of a 360-day year consisting of twelve 30-day months or calculated based on the actual number of days in such period and a 360-day year in the case of the Class A-1, Class A-2, Class B, Class C and Class D Bonds) on the Class Balance or Notional Amount as the case may be, outstanding immediately prior to such Payment Date at the then applicable Bond Interest Rate applicable to such Class of Bonds. "Interest Distribution Amount": With respect to each Payment Date and any Class, the Interest Accrual Amount for such Payment Date plus (i) any portion of the Interest Distribution Amount for any prior Payment Date remaining undistributed, reduced by (ii) the product of (a) any excess of Prepayment Interest Shortfalls for such Payment Date over any Prepayment Interest Excess for such Payment Date and any interest not collectible pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940 and (b) the Interest Accrual Amount on such Class divided by the Interest Accrual Amount for all such Classes of Bonds for such Payment Date and (iii)(a) with respect to each Class of Bonds [other than the Class X Bonds], any Collateral Value Adjustment Capitalization Amount allocated to such Class and [(b) with respect to the Class X Bonds, any Collateral Value Adjustment Reduction Amount]. The Interest Distribution Amount for the Class with the lowest priority with respect to the order of payment of interest or principal shall be reduced further by the portion of any interest deferred with respect to any Mortgage Loans (such reduction will be based on the same basis as distributions of interest are made to the extent allocated to Classes which receive distributions concurrently). Such deferred amount, together with interest at the related Bond Interest Rate, shall be payable to the extent it is collected after such Payment Date. "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 Issuer, the Special Servicer or the Master Servicer. "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 United States deposits for one month determined in accordance with Section 1.03. "LIBOR Business Day": Any day other than (i) Saturday or a Sunday or (ii) a day on which banking institutions in the city of London, England are required to or authorized by law to be closed. "LIBOR Rate Adjustment Date": As defined in Section 1.03 hereof. "Liquidation Event": With respect to any 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; (iii) such Mortgage Loan is repurchased by the Mortgage Loan Seller pursuant to Section 2.04; or (iv) such Mortgage Loan is purchased by the Master Servicer or Special Servicer pursuant to Section 12.01. "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, whether through the sale or assignment of such Mortgage Loan, trustee's sale, foreclosure sale or otherwise. "Loss Mortgage Loan": Any Mortgage Loan (a) as to which a Liquidation Event has occurred, (b) with respect to which the Master Servicer or Trustee, as applicable, has determined that an Advance previously made or proposed to be made is a Nonrecoverable Advance or (c) with respect to which a Deficient Valuation has been made or a portion of the principal balance thereof has been otherwise permanently forgiven. "Master Servicer": ______________________, its successors in interest, or any successor servicer appointed as such as herein provided. "Master Servicing Fee": As defined in Section 4.11 hereof. "Master Servicing Fee Rate": ____% per annum calculated on the basis of twelve 30-day months and a 360-day year. "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. "Monitoring Bondholder": Each Holder (or Bond Owner, if applicable) of a Bond of a Monitoring Class as certified to the Trustee from time to time by such Holder or Bond Owner. "Monitoring Class": As defined in Section 11.01(c). "Monthly Payment": With respect to any Mortgage Loan and any Due Date, the scheduled monthly payment with respect to such Mortgage Loan, excluding any Balloon Payment, which is payable by a Mortgagor under the related Mortgage Note and applicable Law and, with respect to a Balloon Mortgage Loan for which a Balloon Payment is due and has not been made, the monthly payment with respect to such Balloon Mortgage Loan that would be payable on and after the related Maturity Date based on the full amortization schedule determined by the Special Servicer. "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 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 Trustee pursuant to Section 2.02 and from time to time held by the Trustee on behalf of the Bondholders, the Mortgage Loans so held pursuant to the Idnenture and Section 2.02 being identified on the Mortgage Loan Schedule (including, any successor REO Mortgage Loan). As used herein, the term "Mortgage Loan" includes the related Mortgage Note, Mortgage and other security documents contained in the related Mortgage Loan File. "Mortgage Loan Documents": With respect to each Mortgage Loan, to the extent applicable, the Mortgage, Mortgage Note, Assignment of Mortgage, Assignment of Leases and Rents (if separate from Mortgage) and assignments thereof, any security agreements, any UCC Financing Statements, the title insurance policy, all surveys, all insurance policies, any environmental liabilities agreements, any escrow agreements for improvements, any guaranties related to such Mortgage Loan, any prior assignments of mortgage in the event that the originator is not the originator of record, 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, 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": In connection with any Mortgage Loan, all the documents held or required to be held by the Trustee pertaining to such Mortgage Loan, including the Mortgage Loan Documents. "Mortgage Loan Purchase Agreement": The Mortgage Loan Purchase Agreement, dated __________, 199_, between the Mortgage Loan Seller and the Issuer regarding the sale, transfer and assignment of the Mortgage Loans to the Issuer. "Mortgage Loan Schedule": The list of Mortgage Loans granted as Collateral to secure the Bonds, attached hereto as Exhibit A. "Mortgage Loan Seller": ____________________ or any successors thereof. "Mortgage Note": The note or other evidence of indebtedness of a Mortgagor under a Mortgage Loan, together with all riders thereto and amendments thereof. "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. "Most Subordinate Class of Bonds": At the time of determination, the Class to which any Realized Losses would be first allocated to as of such time in accordance with Section 7.03. "Net Prepayment Premium": With respect to any Payment Date, the excess (but not less than zero) of (a) any Prepayment Premium received during the related Remittance Period and not previously distributed or applied to reimburse to the Master Servicer with respect to its Servicing Fee over (b) the excess of any Prepayment Interest Shortfall allocated during the related Remittance Period and not previously allocated over any Prepayment Interest Excess (but not less than zero). "Nonrecoverable Advance": Any Advance previously made or proposed to be made by the Master Servicer or the Trustee in respect of a Mortgage Loan which together with interest thereon, in the reasonable good faith judgment of the Master Servicer or the Trustee will not, or, in the case of a proposed Advance, would not, be ultimately recoverable by the Master Servicer or the Trustee 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 in writing accompanied by an Officer's Bond filed with the Trustee. "Nonrecoverable Advance Bond": A certificate signed by a Servicing Officer of the Master Servicer or Responsible Officer, as applicable, setting forth the determination of a Nonrecoverable Advance and the procedures and considerations of the Master Servicer or the Trustee forming the basis of such determination (including but not limited to 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-United States Person": Any person other than a United States Person. "Note Margin": With respect to each Adjustable Rate Mortgage Loan, the fixed number of basis points that is added to the related Index on each Interest Rate Adjustment Date in accordance with the terms of the related Mortgage Note to determine, subject to any periodic and lifetime limitations on adjustments thereto, the related Mortgage Interest Rate. "Officers' Bond": With respect to any Servicer, a certificate signed by a Servicing Officer of such Servicer. "Opinion of Counsel": A written opinion of counsel, who may, without limitation, be salaried counsel for the Issuer, the Master Servicer, or Special Servicer, acceptable and delivered to the Trustee, except that any opinion of counsel relating to any actions or duties which can not be undertaken or are no longer permitted under applicable law, must be an opinion of counsel who is in fact Independent. "Ownership Interest": As to any Bond, any ownership or security interest in such Bond, including any 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. "P&I Advance": Any amounts identified in this Agreement as a P&I Advance. "Bond Interest Rate": With respect to any Payment Date and the Class A-1, Class A-2, Class B, Class C, Class D, Class E and Class F Bonds, the Class A-1, Class A-2, Class B, Class C, Class D, Class E and Class F Bond Interest Rate, respectively. "Payment Reserve": With respect to a Mortgage Loan, the amount, if any, of principal and interest payable thereon required, pursuant to the related Mortgage Loan Documents, to be deposited into an escrow account to cover a portion of the related Mortgagor's debt service obligations thereunder. "Percentage Interest": With respect to any Class of Bonds, the portion of the relevant Class evidenced by such Bond, expressed as a percentage, the numerator of which is the initial Bond Balance or initial Notional Amount of such Bond as of the Delivery Date, as specified on the face thereof, and the denominator of which is the Original Class Balance or Notional 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 distributed: (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, demand and time deposits in, 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; (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 by each 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 indicated 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. "Prepayment Assumption": It is assumed for purposes of Section 3.15(l) that there are no prepayments on the Mortgage Loans and that the Balloon Mortgage Loans fully amortize according to their amortization schedule and no Balloon Payment is made. "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 Remittance 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 Mortgage Loan that was subject to a Principal Prepayment in full or in part prior to the Due Date occurring in the related Remittance Period, the amount of interest that would have accrued at the Remittance Rate 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 the 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. "Prime Rate": As of any day, the per annum rate reported in The Wall Street Journal on the immediately preceding Business Day as the prime rate. "Principal Distribution Amount": With respect to any Payment Date an amount equal to the aggregate of (a) all scheduled payments of principal (other than Balloon Payments) due on the Mortgage Loans on the related Due Date whether or not received and all scheduled Balloon Payments received, (b) if the scheduled Balloon Payment is not received, with respect to any Balloon Loans on and after the Maturity Date thereof, the principal payment that would need to be received in the related month in order to fully amortize such Balloon Loan with level monthly payments by the end of the term used to derive scheduled payments of principal due prior to the related Maturity Date, (c) to the extent not previously advanced, any unscheduled principal recoveries received during the related Remittance Period in respect of the Mortgage Loans, whether in the form of liquidation proceeds, insurance proceeds, condemnation proceeds, amounts received as a result of the purchase of any Mortgage Loan from the Issuer or receipt of overdue payments, (d) any Collateral Value Adjustment Capitalization Amount allocated in connection with such Payment Date, and (e) any other portion of the Adjusted Available Payment Amount remaining undistributed after payment of any interest payable on the Bonds pursuant to Section [__] of the Indenture for the related or any prior Payment Date, including any Prepayment Interest Excess not offset by any Prepayment Interest Shortfall occurring during the related Remittance Period or otherwise required to reimburse the Master Servicer and interest distributions on the Mortgage Loans, in excess of interest distributions on the Bonds, resulting from the allocation of amounts described in this clause (d) to principal distributions on the Bonds. "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 E and Class F] Bonds. "Property Protection Expenses": The following costs and expenses, but, with respect to items (b) through (n) 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, 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: (a) real estate taxes, assessments and similar charges; (b) premiums for insurance; (c) utility costs; (d) 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; (e) payroll costs and benefits for on-site maintenance personnel, including but not limited to housekeeping employees, porters and general maintenance and security employees; (f) property management fees; (g) 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; (h) permits, licenses and registration fees and costs; (i) 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; (j) 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; (k) costs and expenses of appraisals, valuations, surveys, inspections, environmental assessments, credit reports, or market studies (including, in each case, review thereof); (l) 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 this Agreement; and (m) such other expenses as are reasonable and immediately necessary to operate the Mortgaged Property or REO Property. "Prospectus Supplement": The Prospectus Supplement dated _________ __, 199_ prepared in connection with the offering of the [Class A-1, Class A-2, Class B, Class C and Class D Bonds. "Purchase Price": With respect to any Mortgage Loan to be purchased pursuant to Section 2.02(c), Section 2.04, Section 6.05(a) or Section 12.01, the Stated Principal Balance thereof as of the date of purchase, together with (i) all accrued and unpaid interest at the Mortgage Interest Rate on such Mortgage Loan to but not including the date of purchase, (ii) all related unreimbursed Advances, (iii) all accrued and unpaid interest on related Advances, and (iv) any expense arising out of the enforcement of the repurchase obligation and any costs associated with such repurchase. "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 two other nationally recognized statistical rating organizations, which shall include [Standard & Poor's Ratings Services] and any other Rating Agency which rates the claims paying ability of such insurance company, and if not rated by [Fitch IBCA, Inc.], acceptable to it); or which is acceptable to each Rating Agency (as evidenced in writing by each Rating Agency that use of any such Qualified Insurer will not result in a downgrading, qualification or withdrawal of the ratings then assigned to the Bonds). "Rating Agency": Each of [Fitch IBCA, Inc.], [Duff & Phelps Credit Rating Co.] [and] [Standard & Poor's Ratings Services]. "Realized Loss": With respect to each Loss Mortgage Loan (or REO Property) as to which a Liquidation Event has occurred, an amount (not less than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or REO Property) as of the date of the Liquidation 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 Liquidation Event occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property) outstanding during each Remittance 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 Liquidation Event occurred, to the extent applied as recoveries of interest at the Remittance Rate and to principal of the Mortgage Loan. With respect to each Loss Mortgage Loan with respect to which an Advance previously made or proposed to be 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 Property) 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 Property) outstanding during each Remittance 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. "Record Date": With respect to any Payment Date, the last Business Day of the month immediately preceding the month in which such Payment Date occurs. "Reference Bank Rate": As defined in Section 1.03. "Remittance Date": With respect to each Payment Date, one Business Day preceding such Payment Date. "Remittance Period": For any Payment Date, the period beginning after a Determination Date in the immediately preceding month (or the Cut-off Date, in the case of the first Payment Date) through the related Determination Date. "Remittance Rate": With respect to any Mortgage Loan, the per annum rate equal to the excess (adjusted, if necessary, to reflect the actual number of days in the related Remittance Period and a 360-day year) of the related Mortgage Interest Rate (without giving effect to any modification or other reduction thereof following the Cut-off Date) over the sum of the related Master Servicing Fee Rate and the Trustee Fee Rate. "Remittance Report": The report prepared pursuant to Section 4.09(a) hereof. "REO Account": One or more accounts established pursuant to Section 6.06. "REO Account Report": The report prepared pursuant to Section 6.08(b) hereof. "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, 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 through foreclosure or by deed in lieu of foreclosure. "Request for Release and Receipt of Documents": A written Request for Release and Receipt of Documents, substantially in the form of Exhibit B hereto. "Required Appraisal Date": With respect to any Mortgage Loan within 30 days of (a) any Collateral Value Adjustment Event or (b) the occurrence of any event giving rise to a subsequent Collateral Value Adjustment (including the delinquency referred to in the last sentence of the definition of "Collateral Value Adjustment Event") more than twelve months after an appraisal was obtained with respect to a previous Collateral Value Adjustment. "Required Rating": For purposes of the definitions of "Eligible Account" and "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[Fitch IBCA, Inc.] or [Duff & Phelps Credit Rating Co.], any two nationally recognized statistical rating organization, which shall include [Standard & Poor's Ratings Services] and any other Rating Agency which rates such obligations or deposits and, if not rated by [Fitch IBCA, Inc.], acceptable to it); 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 [Fitch IBCA, Inc.] or [Duff & Phelps Credit Rating Co.], any two nationally recognized statistical rating organization, which shall include [Standard & Poor's Ratings Services] and any other Rating Agency which rates such obligations or deposits and, if not rated by [Fitch IBCA, Inc.], acceptable to it). "Responsible Officer": When used with respect to the Trustee, any officer assigned to and working in its Corporate Trust Office with direct responsibility for the administration of this 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. "Security Agreement": With respect to any Mortgage Loan, any security agreement or equivalent instrument, whether contained in the related Mortgage or executed separately, creating in favor of the holder of such Mortgage a security interest in the personal property constituting security for repayment of such Mortgage Loan. "Senior Bonds": The [Class A-1, Class A-2, Class B, Class C and Class D Bonds. "Servicer": The Master Servicer or the Special Servicer, as applicable. "Servicing Advance": Any expenses identified in this Agreement as a Servicing Advance which are incurred by the Master Servicer consistent with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, or, with respect to any Mortgage Loan. "Servicing Fee": With respect to any Mortgage Loan and (a) the Master Servicer, the Master Servicing Fee; and (b) the Special Servicer, the Special Servicing Fee, as applicable. "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 this Agreement and authorized to act on behalf of such Servicer, as designated by inclusion on a list of such Persons furnished to the 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 the occurrence of a Servicing Transfer Event on which the Special Servicer receives the information, documents and records required to be delivered thereto pursuant to Section 6.02(c). "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. "Special Servicer": ____________________, or its successors in interest or any successor special servicer appointed as such as herein provided. "Special Servicing Fee": The compensation the Special Servicer shall be entitled to receive pursuant to Section 6.12. "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. "Specially Serviced Mortgage Loan Status Report": With respect to any Mortgage Loan, shall have the meaning set forth in Section 6.08. "State Tax Laws": The laws of the states of __________, _____________, _____________ and ________________ as well as any state the applicability of which to the Bonds shall have been confirmed to the Trustee in writing either by the delivery to the Trustee of an Opinion of Counsel to such effect, or by the delivery to the Trustee of a written notification to such effect by the taxing authority of such state. "Stated Principal Balance": With respect to any Mortgage Loan (other than an REO Mortgage Loan), as of any date of determination, (x) the 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 (in the case of any delinquent Monthly Payment) and distributed to Bondholders before 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 before 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 before 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 Remittance Period for the most recently ended 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 before 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 before 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. "Trustee": ____________________, or its successor in interest in its capacity as Trustee hereunder, or any successor trustee appointed as herein provided. "Trustee Fee Rate": ____% per annum calculated on the basis of twelve 30-day months and a 360-day year. "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. "Underwriter": Any of ____________________ or ____________________. "United States Person": A citizen or resident of the United States, a corporation, partnership or other entity created or organized in, or under the laws of, the United States or any political subdivision thereof, or an estate whose income from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States trustees have authority to control all substantial decisions of the trust. "Weighted Average Remittance Rate": With respect to any Payment Date, 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 Remittance Period immediately preceding such Payment Date; provided that for purposes of calculating the Class E and Class F Bond Interest Rates, the Weighted Average Remittance Rate will be calculated as the rate, based on a 360-day year of twelve 30-day months. "1933 Act": The Securities Act of 1933, as amended. SECTION 1.02 Certain Terms. Terms used herein and not defined herein shall have the meanings given to such terms in the Indenture. SECTION 1.03 Determination of LIBOR. LIBOR applicable to the calculation of the Bond Interest Rates on the Class A-1, Class A-2, Class B, Class C and Class D Bonds for any Interest Accrual Period will be determined on each LIBOR Rate Adjustment Date as follows: For any Interest Accrual Period, the rate for United States dollar deposits for one month which appears on the Telerate Screen Page 3750 as of 11:00 A.M., London, England time, on the second LIBOR Business Day prior to the first day of such Interest Accrual Period (a "LIBOR Rate Adjustment Date"). If such rate does not appear on such page (or such other page as may replace that page on that service, or if such service is no longer offered, such other service for displaying LIBOR or comparable rates as may be reasonably selected by the Trustee after consultation with the Master Servicer), the rate will be the Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in the U.S. dollars are offered by the reference banks (which shall be three major banks that are engaged in transactions in the London interbank market, selected by the Trustee after consultation with the Master Servicer) as of 11:00 A.M., London time, on the day that is two LIBOR Business Days prior to the immediately preceding Payment Date to prime banks in the London interbank market for a period of one month in amounts approximately equal to the aggregate Class Balance of the Class Balance of the Bonds then outstanding. The Trustee will request the principal London office of each of the reference banks to provide a quotation of its rate. If at least two such quotations are provided, the rate will be the arithmetic mean of the quotations. If on such date fewer than two quotations are provided, as requested, the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the Trustee after consultation with the Master Servicer, as of 11:00 A.M., New York City time, on such date for loans in U.S. dollars to leading European banks for a period of one month in amounts approximately equal to the aggregate Class Balance of the Bonds then outstanding. If no such quotations can be obtained and no Reference Bank Rate is available, LIBOR will be LIBOR applicable to the preceding Payment Date. The establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment Date and the Trustee's subsequent calculation of the Bond Interest Rates applicable to the Bonds for the relevant Interest Accrual Period, in the absence of manifest error, will be final and binding. Promptly following each LIBOR Rate Adjustment Date the Trustee shall supply the Master Servicer with the results of its determination of LIBOR on such date. SECTION 1.04 General Interpretive Principles. For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) The terms defined in this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender; (b) Accounting terms not otherwise defined herein have the meanings assigned to them in accordance with Generally Accepted Accounting Principles ("GAAP"); (c) References herein to "Articles", "Sections", "Subsections", "Paragraphs", and other subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions of this Agreement; (d) References to a Subsection without further reference to a Section is a reference to such subsection as contained in the same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions; (e) The words "herein", "hereof", "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular provision; (f) The term "include" or "including" shall be deemed to be followed by the phrase "without limitation"; (g) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding"; (h) The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement; (i) References herein to actions to be taken shall include the failure to take any action; (j) Any action or delivery which is required pursuant to the terms hereof which falls on a day which is not a Business Day will be due on the immediately following Business Day. ARTICLE II CERTAIN MATTERS REGARDING THE MORTGAGE LOANS; SECTION 2.01. Delivery of Mortgage Loan Files and Related Documents. (a) In connection with the Grant of the Trust Estate by the Issuer to secure the Bonds, the Issuer is required to deliver to and deposit with, or cause to be delivered to and deposited with, the Trustee, on or before the Closing Date, the Mortgage File for each Mortgage Loan. Also in connection therewith, the Issuer shall deliver to and deposit with, or cause to be delivered to and deposited with, the Master Servicer, on or before the Closing Date: (i) copies of the Indenture and the Mortgage Loan Purchase Agreement; (ii) copies of the documents comprising the Mortgage File for each Mortgage Loan; and (iii) all other documents and records in the possession of the Issuer or the Mortgage Loan Seller that relate to the Mortgage Loans, are necessary for the servicing of the Mortgage Loans and are not required to be a part of a Mortgage File in accordance with the definition thereof. The Master Servicer shall hold all such documents and records delivered to it on behalf of the Trustee in trust for the benefit of the Bondholders and, subject to the lien of the Indenture, the Issuer. (b) The Trustee shall deliver to the Master Servicer within 15 days after the Closing Date each assignment of Mortgage and assignment of Assignment of Leases in favor of the Trustee delivered to it as part of a Mortgage File and each UCC-2 and UCC-3 in favor of the Trustee delivered to it as part of a Mortgage File, and the Master Servicer shall, at the Mortgage Loan Seller's expense, as to each Mortgage Loan, promptly (and in any event within 45 days following the Closing Date) cause each such document to be submitted for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as the Master Servicer deems appropriate. Each such assignment shall reflect that it should be returned by the public recording office to the Trustee following recording, and each such UCC-2 and UCC-3 shall reflect that the file copy thereof should be returned to the Trustee following filing; provided that in those instances where the public recording office retains the original assignment of Mortgage or assignment of Assignment of Leases the Master Servicer shall obtain therefrom a certified copy of the recorded original. If any such document or instrument is lost or returned unrecorded or unfilled, as the case may be, because of a defect therein, the Issuer shall promptly prepare or cause to be prepared a substitute therefor or cure such defect, as the case may be, and thereafter the Master Servicer shall upon receipt thereof cause the same to be duly recorded or filed, as appropriate. SECTION 2.02. Document Defects and Breaches; Repurchase. (a) If any party hereto discovers that any document constituting a part of a Mortgage File has not been properly executed, is missing, contains information that does not conform in any respect with the corresponding information set forth in the Mortgage Loan Schedule (and the terms of such document have not been modified by written instrument contained in the Mortgage File), or does not appear to be regular on its face (each, a "Document Defect"), or if any party hereto discovers a breach of any representation or warranty of the Mortgage Loan Seller relating to any Mortgage Loan set forth in the Mortgage Loan Purchase Agreement (a "Breach"), such party shall give prompt written notice thereof to the other parties hereto. (b) Promptly upon its discovery or receipt of notice of any Document Default or Breach that materially and adversely affects the value of any Mortgage Loan or the interests of the Issuer and/or the Bondholders therein, the Master Servicer shall request that the Mortgage Loan Seller, not later than [90] days (or such other period as is provided in the Mortgage Loan Purchase Agreement) from the receipt by the Mortgage Loan Seller of such request, cure such Document Defect or Breach in all material respects or repurchase the affected Mortgage Loan at the applicable Purchase Price as, if and to the extent required by the Mortgage Loan Purchase Agreement; provided that if (i) such Breach is capable of being cured but not within such 90-day (or other) period, (ii) the Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Breach within such 90-day (or other) period, and (iii) the Mortgage Loan Seller shall have delivered to the Trustee and the Master Servicer a certification executed on behalf of the Mortgage Loan Seller by an officer thereof setting forth the reason that such Breach is not capable of being cured within an initial 90-day (or other) period, specifying what actions the Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that the Mortgage Loan Seller anticipates that such Breach will be cured within an additional period not to exceed 90 more days, then the Mortgage Loan Seller shall have up to an additional 90 days to complete such cure. If the affected Mortgage Loan is to be repurchased, the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the Purchase Price are to be wired, and the Master Servicer shall promptly notify the Trustee (by delivery thereto of an Officer's Certificate) when such deposit is made. Any such purchase of a Mortgage Loan shall be on a whole loan, servicing released basis, and shall be subject to all applicable terms and conditions set forth in the Indenture. In connection with any such purchase by the Mortgage Loan Seller, each of the Master Servicer and the Special Servicer shall deliver any portion of the related Servicing File that is in its possession to such purchaser or its designee. (c) If the Mortgage Loan Seller defaults on its obligations to repurchase any Mortgage Loan as contemplated by this Section 2.02, the Master Servicer shall promptly notify the Trustee, the Issuer and the Bondholders and shall take such actions with respect to the enforcement of such repurchase obligations, including, without limitation, the institution and prosecution of appropriate legal proceedings, as the Master Servicer shall determine, in its reasonable good faith judgment, are in the best interests of the Bondholders (taken as a collective whole) and are not inconsistent with the Indenture. Any and all expenses incurred by the Master Servicer with respect to the foregoing shall constitute Servicing Advances in respect of the affected Mortgage Loan. SECTION 2.03 Representations and Warranties of the Issuer, the Master Servicer, and the Special Servicer; Assignment of Rights. (a) The Issuer hereby represents and warrants to and covenants with the Trustee, the Master Servicer, and the Special Servicer, as of the Delivery Date, that: (i) The Issuer is a [trust] duly organized, validly existing and in good standing under the laws of the State of ____________. (ii) The execution and delivery of this Agreement by the Issuer, and the performance and compliance with the terms of this Agreement by the Issuer, will not violate the Issuer's [Trust Agreeement] or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Issuer has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, the execution, delivery and performance of this Agreement by the Issuer has been duly authorized, and the Issuer has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Trustee, the Master Servicer, and the Special Servicer, constitutes a valid, legal and binding obligation of the Issuer, enforceable against the Issuer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Issuer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, or any of the provisions of any indenture, mortgage, contract, instrument, or other document to which such Issuer is a party or by which it is bound, or result in the creation or imposition of any lien, charge, or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract, instrument, or other document which violation, in the Issuer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Issuer to perform its obligations under this Agreement or the financial condition of the Issuer. (vi) No litigation is pending or, to the best of the Issuer's knowledge, threatened against the Issuer which, if determined adversely to the Issuer, would prohibit the Issuer from entering into this Agreement or, in the Issuer's good faith reasonable judgment, is likely to materially and adversely affect either the ability of the Issuer to perform its obligations under this Agreement or the financial condition of the Issuer. (vii) At the time of the grant of a security interest in the Mortgage Loans from the Issuer to the Trustee on behalf of the Bondsholders in the Indenture, the Issuer had good title to and was the sole owner of, each Mortgage Loan, free and clear of any pledge, lien, encumbrance or security interest (other than the rights to servicing and related compensation) and the Mortgage Loans pledged to the Trustee on behalf of the Holders of the Bonds free and clear of any other pledge, lien, encumbrance or security interest. (b) The Master Servicer and Special Servicer hereby represent, warrant and covenant to the Trustee and the Issuer, as of the Delivery Date, that: (A) The Master Servicer and Special Servicer is a __________ duly organized, validly existing and in good standing under the laws of the State of __________. (B) The execution and delivery of this Agreement by each Servicer, and the performance and compliance with the terms of this Agreement by each Servicer, will not (i) violate such Servicer's certificate of limited partnership or limited partnership agreement or (ii) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets, which default or breach, in such Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of such Servicer to perform its obligations under this Agreement or the financial condition of such Servicer. (C) Each Servicer has the full power and authority to enter into and consummate all transactions of such Servicer contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (D) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Issuer, constitutes a valid, legal and binding obligation of such Servicer, enforceable against such Servicer in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors' rights generally, and general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (E) Neither Servicer is in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, or any of the provisions of any indenture, mortgage, contract, instrument, or other document to which such Servicer is a party or by which it is bound, or result in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract, instrument or other document which violation, lien, charge or encumbrance in such Servicer's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of such Servicer to perform its obligations under this Agreement or the financial condition of such Servicer. (F) No litigation is pending or, to such Servicer's knowledge, threatened against such Servicer which, if determined adversely to such Servicer, would prohibit such Servicer from entering into this Agreement or, in such Servicer's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of such Servicer to perform its obligations under this Agreement or the financial condition of such Servicer. (c) It is understood and agreed that the representations and warranties set forth in this Section 2.03 shall survive the execution and delivery of this Agreement, and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Bonds remain Outstanding. Upon discovery by the Issuer, the Master Servicer, the Special Servicer or the Trustee of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties. SECTION 2.04 Repurchase of Mortgage Loans for Breaches of Representation and Warranty. (a) Within 90 days of the earlier of, the discovery by the Mortgage Loan Seller of, or receipt by the Mortgage Loan Seller of written notice from the Issuer, the Master Servicer, the Special Servicer, the Trustee or any Bondholder, specifying in reasonable detail the existence of a breach of any representation or warranty of the Mortgage Loan Seller in the Mortgage Loan Purchase Agreement, which materially and adversely affects the value of any Mortgage Loan or the interest of any Bondholder therein, the Mortgage Loan Seller shall at its option (A) in all material respects cure such breach or (B) purchase the affected Mortgage Loan from the Issuer at the Purchase Price. (b) The purchase of any Mortgage Loan the Mortgage Loan Seller pursuant to Section 2.04(a) shall be effected by delivering the Purchase Price therefor to the Master Servicer for deposit in the Collection Account. The Trustee, upon receipt of an Officers' Bond from the Master Servicer to the effect that such deposit has been made, shall release or cause to be released to the Mortgage Loan Seller or its designee, the related Mortgage Loan File and shall execute and deliver such instruments of transfer or assignment (in recordable form if recording is appropriate), in each case without recourse, as shall be necessary to vest in the Mortgage Loan Seller or its designee, any Mortgage Loan released pursuant hereto. In connection with such repurchase, the Master Servicer, and the Special Servicer, as applicable, shall release to the Mortgage Loan Seller, as applicable, all documents and records maintained by such Servicer and requested by the Issuer or the Mortgage Loan Seller; provided, that such Servicer may retain copies of such documents and records at its own expense. The Mortgage Loan Seller, shall be responsible for the payment of all reasonable expenses of the Trustee and the Servicers incurred in connection with such repurchase. (c) It is understood and agreed that the provisions set forth in Section 2.04(a) and (b) of this Agreement shall constitute the sole remedies available to the Bondholders, or the Trustee on behalf of the Bondholders, respecting any breach of the representations and warranties contained in the Mortgage Loan Purchase Agreement. ARTICLE III GENERAL PROVISIONS APPLICABLE TO SERVICERS SECTION 3.01 Contract for Servicing. (a) Each Servicer, by execution and delivery of this Agreement, agrees to service the Mortgage Loans pursuant to this Agreement and in all cases in accordance with Accepted Servicing Practices and Accepted Special Servicing Practices, as applicable. (b) Any funds received on or in connection with a Mortgage Loan by a Servicer shall be received and held by such Servicer in accordance with this Agreement and pursuant to Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, for the benefit of the Bondholders and the related Mortgagor as their respective interests may appear and as provided in this Agreement. SECTION 3.02 Notices to Mortgagors. The Master Servicer shall, within five (5) Business Days of the Delivery Date for any Mortgage Loan, send by first class mail or by hand delivery written notice to the related Mortgagor that the Master Servicer has been engaged to service such Mortgage Loan, which notice shall direct such Mortgagor to make further payments and to send all future notices with respect to such Mortgage Loan directly to the Master Servicer. Notwithstanding the foregoing, the Master Servicer shall not be required to send such notice if the Mortgage Loans shall be subserviced by the Mortgage Loan Seller pursuant to a Subservicing Agreement between the Master Servicer and the Mortgage Loan Seller, and there is no change in where the Mortgagor is required to send payments under the Mortgage Loan. SECTION 3.03 Subservicing. The Master Servicer and the Special Servicer may enter into subservicing agreements with one or more subservicers (including subsidiaries or affiliates of the Servicer) for the servicing and administration of the Mortgage Loans. References in this Agreement to actions taken or to be taken by the Master Servicer or the Special Servicer in servicing the Mortgage Loans include actions taken or to be taken by a subservicer on behalf of such Master Servicer. Notwithstanding any subservicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between either Servicer and a subservicer or reference to actions taken through such Persons or otherwise, such Servicer shall remain obligated and liable to the Issuer and Bondholders for the servicing and administering of the Mortgage Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such subservicing agreements or arrangements, or by virtue of indemnification from a subservicer, and to the same extent and under the same terms and conditions as if the such Servicer alone were servicing and administering the Mortgage Loans. Each Servicer shall be entitled to enter into any agreement with a subservicer for indemnification of such Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification. Any subservicing agreement that may be entered into and any other transactions or servicing arrangements relating to the Mortgage Loans involving a subservicer shall be deemed to be between the subservicer and the related Servicer, and none of the Trustee, the Bondholders nor the Issuer shall be deemed parties thereto and none of such Persons shall have claims or rights (except as specified below), nor obligations, duties or liabilities with respect to the subservicer; provided, that the Trustee and the Bondholders may rely upon the representations and warranties of the subservicer contained therein and each of the Trustee and the Issuer shall be a third party beneficiary of the covenants and other provisions setting forth obligations of the subservicer therein. If the Trustee or any successor Servicer assumes the obligations of the Master Servicer or the Special Servicer, as applicable, in accordance with this Agreement, the Trustee or such successor Servicer may, at its option, (i) terminate any subservicing agreement entered into by the Master Servicer or Special Servicer pursuant to this Section 3.03 or (ii) succeed to all of the rights and obligations of the Master Servicer or Special Servicer under any subservicing agreement, and any such subservicing agreement shall provide such right of termination or succession to the Trustee or such successor Servicer. In such event, the Trustee or such successor Servicer shall be deemed to have assumed all of the interest of the Master Servicer or Special Servicer therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer or Special Servicer prior to such deemed assumption) and to have replaced the Master Servicer or the Special Servicer, as applicable, as a party to such subservicing agreement to the same extent as if such subservicing agreement had been assigned to the Trustee or such successor Servicer, except that the Master Servicer or the Special Servicer shall not thereby be relieved of any liability or obligations under such subservicing agreement that accrued prior to the assumption of duties hereunder by the Trustee or such successor Servicer. In the event that the Trustee or any successor Servicer assumes the servicing obligations of the Master Servicer or the Special Servicer, as applicable, upon request of the Trustee or such successor Servicer, the Master Servicer or Special Servicer shall, at its own expense, promptly deliver to the Trustee or such successor Servicer all documents and records relating to any subservicing agreement and the Mortgage Loans then being serviced thereunder, and the Servicer will otherwise use its best efforts to effect the orderly and efficient transfer of any subservicing agreement to the Trustee or such successor Servicer. SECTION 3.04 Record Title to Mortgage Loans, Etc. No Servicer shall hold record title to any Mortgage or any Mortgage Note. SECTION 3.05 Release of Documents and Instruments of Satisfaction. The Trustee may, subject to the terms hereof, upon receipt of a Request for Release and Receipt of Documents provided by any Servicer substantially in the form set forth on Exhibit B, release to such Servicer the related Mortgage Loan File or the documents from a Mortgage Loan File set forth in such request. Each Servicer acknowledges that during all times that any Mortgage Loan File or any contents thereof are in the physical possession of such Servicer, such Mortgage Loan File and the documents contained therein shall be held by the Servicer. Subject to any state law requirement or court order, each Servicer hereby agrees to return to the Trustee each and every document previously requested from the Mortgage Loan File when such Servicer's need therefor in connection with such foreclosure or servicing no longer exists, unless the related Mortgage Loan shall be liquidated or paid in full, in which case, upon receipt of the Request for Release and Receipt of Documents from either Servicer, the Trustee may release the related Servicer's prior request form, together with all other documents still retained by the Trustee with respect to such Mortgage Loan, to such Servicer. Upon receipt of the payment in full of any Mortgage Loan, or upon the receipt by the Master Servicer or Special Servicer of a notification that payment in full will be escrowed in a manner customary for such purposes, such Servicer shall promptly deliver to the Trustee a Request for Release and Receipt of Documents in the form set forth on Exhibit B requesting delivery to such Servicer of the Mortgage Loan File for such Mortgage Loan. In connection therewith, such Servicer shall deliver to the Trustee a Request for Release and Receipt of Documents indicating that all amounts received in connection with such payment that are required to be deposited in the Collection Account pursuant to Section 4.02 hereof have been or will be so deposited. The Master Servicer and the Special Servicer shall forward to the Trustee original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into by such Servicer in accordance with this Agreement within ten (10) Business Days of the execution thereof and the delivery of such instrument to such Servicer; provided, however, that such Servicer may, in lieu thereof, provide the Trustee with a certified true copy of any such document submitted for recordation within five (5) Business Days of its execution, in which event such Servicer shall provide the Trustee with the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the recorded original within five (5) Business Days of receipt thereof by such Servicer. Upon any payment in full of a Mortgage Loan, the Master Servicer or Special Servicer may execute an instrument of satisfaction regarding the related Mortgage and any other related Mortgage Loan Documents, which instruments of satisfaction shall be recorded by such Servicer if required by applicable law and shall be delivered to the Person entitled thereto, it being understood and agreed that all reasonable expenses incurred by such Servicer in connection with such instruments of satisfaction shall be deemed a Servicing Advance, which shall be reimbursed pursuant to the terms of this Agreement. Such Servicer shall notify the Trustee of an instrument of satisfaction described above as soon as practicable. SECTION 3.06 Access to Certain Documentation Regarding the Mortgage Loans and This Agreement. Upon reasonable advance written notice, each Servicer shall give the Trustee or its agents or representatives, during normal business hours at such Servicer's offices, reasonable access to all reports, information and documentation regarding any Mortgage Loan, this Agreement (including the right to make copies or extracts therefrom) and access to officers of such Servicer responsible for such obligations. SECTION 3.07 Annual Statement As to Compliance. Each Servicer shall deliver to the Issuer and the Trustee, on or before April 30 of each year, beginning April 30, 199__, a statement, signed by a Servicing Officer thereof, stating that (a) a review of the activities of such Servicer during the preceding calendar year (or during the period from the date of commencement of its duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and of its performance under this Agreement has been made under such Servicing Officer's supervision; and (b) to the best of such Servicing Officer's knowledge, based on such review, such Servicer has fulfilled all of its material obligations under this Agreement throughout such period, or if there has been a default in the fulfillment of any such obligation, specifying each such default known to such Servicing Officer and the nature and status thereof. SECTION 3.08 Annual Independent Public Accountants' Servicing Report. On or before April 30 of each year, beginning April 30, 199__, each Servicer, at its expense, shall cause a firm of independent public accountants that is a member of the American Institute of Certified Public Accountants to furnish a statement to the Issuer and the Trustee to the effect that such firm has examined such documents and records as it has deemed necessary and appropriate relating to the servicing of the Mortgage Loans under this Agreement for the preceding calendar year (or during the period from the date of commencement of such servicer's duties hereunder until the end of such preceding calendar year in the case of the first such certificate) and that, on the basis of such examination conducted substantially in compliance with the Uniform Single Attestation Program for Mortgage Bankers, such firm is of the opinion that such servicing during such period has been conducted in compliance with this Agreement except for such exceptions that, in the opinion of such firm, the Uniform Single Attestation Program for Mortgage Bankers requires it to report, in which case such exceptions shall be set forth in such statement. SECTION 3.09 Merger or Consolidation of Any Servicer. (a) Each Servicer shall keep in full force and effect its existence, rights and franchises as an association or corporation under the laws governing its charter or articles of incorporation and, in the case of the initial Servicer, its good standing as a ___________ under the laws of the State of __________; except as permitted in this Section 3.09 and shall obtain and preserve its qualification to do business as a foreign corporation, association or limited partnership, as applicable, in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform its duties under this Agreement. (b) Any Person into which a Servicer may be merged, converted, or consolidated, or any Person resulting from any merger, conversion or consolidation to which a Servicer shall be a party, or any Person succeeding to the business of a Servicer, shall be the successor of such Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person shall be an entity whose business includes the servicing of mortgage loans, shall service multifamily and/or commercial mortgage loans, as applicable, in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and shall satisfy the requirements of Section 13.12 hereof with respect to the qualifications of a successor to a Servicer. SECTION 3.10 Limitation on Liability of the Servicers and Others. Neither the Servicers or any of the directors, officers, employees or agents thereof shall be under any liability for any action taken or for refraining from the taking of any action in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable, and otherwise in good faith pursuant to this Agreement or for errors in judgment (not constituting negligence or willful misconduct); provided, however, that this provision shall not protect any Servicer or such Persons of such Servicer against any liability resulting from any breach of any representation or warranty made herein, or from any liability specifically required to be borne by such party without right of reimbursement pursuant to the terms hereof; and provided, further, that this provision shall not protect any Servicer or such Persons of such Servicer against any liability that would otherwise be imposed by reason of the willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent disregard of the obligations or duties hereunder. Each Servicer and any director, officer, employee or agent thereof may rely in good faith on any document of any kind prima facie properly executed and submitted by any appropriate Person respecting any matters arising hereunder. No Servicer shall, as applicable, be under any obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Mortgage Loans in accordance with this Agreement. SECTION 3.11 Resignation of Servicers. Without in any way limiting the generality of this Section 3.11, neither the Master Servicer nor the Special Servicer shall resign as such or delegate its rights or duties hereunder or any portion thereof; provided that (i) either Servicer may enter into a Subservicing Agreement subject to Section 3.03 and (ii) either Servicer may resign upon determination that its duties hereunder are no longer permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel (obtained at the resigning Servicer's expense) to such effect delivered to the Trustee and acceptable in form and substance thereto. Unless applicable law requires the Servicer's resignation to become effective immediately, no such resignation shall become effective until the Trustee or other successor shall have assumed the responsibilities and obligations of the resigning party in accordance with Section 8.02 and Section 13.12 hereof. SECTION 3.12 Maintenance of Errors and Omissions and Fidelity Coverage. Each Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy issued by a surety or insurer which is a Qualified Insurer covering such Servicer's officers and employees in connection with its activities under this Agreement. The deductible on the fidelity bond or errors and omissions policy shall not exceed the greater of $__________ and five (5) percent of the face amount of such bond or policy. In the event that any such bond or policy ceases to be in effect, such Servicer shall immediately obtain a comparable replacement bond or policy. Notwithstanding the foregoing, so long as the long-term unsecured debt obligations of such Servicer or its corporate parent have been rated "A" or better by two or more of the Rating Agencies (one of which shall be [Standard & Poor's Ratings Services] and, if not rated by [Fitch IBCA, Inc.], is acceptable thereto), such Servicer shall be entitled to provide self-insurance or obtain from its parent adequate insurance, as applicable, with respect to its obligation to maintain a blanket fidelity bond or an errors and omissions insurance policy. SECTION 3.13 Indemnity. (a) Each Servicer shall indemnify and hold harmless the Trustee and the Issuer against any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising from claims or actions that were caused by or resulted from a breach of any of such Servicer's representations and warranties contained in this Agreement or arising out of the Servicer's willful misfeasance, bad faith or negligence or by reason of negligent disregard of obligations or duties of such Servicer hereunder. (b) Each Servicer and the directors, officers and agents thereof shall be indemnified and held harmless by the Issuer from any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation, incurred in connection with any legal action relating to any Mortgage Loans and this Agreement, other than any costs, expense, loss, damage, claim or liability incurred by reason of willful misfeasance, bad faith or negligence of such Servicer in the performance of duties or by reason of negligent disregard of obligations or duties of such Servicer hereunder. (c) As soon as reasonably practicable after receipt by any Servicer, the Trustee on behalf of the Bondholders, of notice of any complaint or the commencement of any action or proceeding with respect to which indemnification is being sought under clause (a) or (b) above (each an "Indemnified Party"), such Indemnified Party shall notify each Servicer, the Trustee on behalf of the Bondholders from which indemnification is sought pursuant to clause (a) or clause (b) above (each an "Indemnifying Party") in writing of such complaint or of the commencement of such action or proceeding, but failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have hereunder or otherwise, except to the extent that such failure materially prejudices the rights of the Indemnifying Party. If the Indemnifying Party so elects or is requested by such Indemnified Party, the Indemnifying Party shall assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to each Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, such Indemnified Party reasonably determines in its judgment that having common counsel would present such counsel with a conflict of interest or that having common counsel would in any other way disadvantage such Indemnified Party or if the Indemnifying Party fails to assume the defense of the action or proceeding in a timely manner, then such Indemnified Party may employ separate counsel to represent or defend it in any such action or proceeding and the Indemnifying Party shall pay the fees and disbursements of such counsel; provided, however, that the Indemnifying Party shall not be required to pay the fees and disbursements of more than one separate counsel for all related Indemnified Parties in any jurisdiction in any single action or proceeding. In any action or proceeding the defense of which the Indemnifying Party assumes and in which an Indemnified Party is not entitled to separate counsel pursuant to the immediately preceding sentence, such Indemnified Party shall have the right to participate in such litigation and to retain its own counsel at such Indemnified Party's expense. SECTION 3.14 Information Systems. Each Servicer shall maintain a data storage and retrieval system capable of maintaining, updating and providing reports with respect to all relevant information with respect to each Mortgage Loan that may be required to satisfy the terms of this Agreement, including but not limited to all information on the Mortgage Loan Schedule. Each Servicer shall update the data on such system to reflect any information available thereto from time to time. ARTICLE IV OBLIGATIONS OF THE MASTER SERVICER SECTION 4.01 The Master Servicer. (a) The Master Servicer shall service and administer each Mortgage Loan (except as such obligations may be undertaken by the Special Servicer pursuant to Article VI hereof) on behalf of and in the best interests of and for the benefit of the Bondholders in accordance with the terms of this Agreement and Accepted Servicing Practices. (b) Subject to Accepted Servicing Practices and the terms of this Agreement and of each Mortgage Loan, the Master Servicer shall have full power and authority to do or cause to be done any and all things in connection with such servicing and administration that it may deem, in its best judgment, necessary or desirable, including, without limitation, to execute and deliver any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to any Mortgage Loan which is not a Specially Serviced Mortgage Loan. Without limiting the generality of the foregoing, the Master Servicer shall, and is hereby authorized and empowered to, with respect to each Mortgage Loan, prepare, execute and deliver at the expense of the Issuer, any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on the related Mortgaged Property and related collateral. The Master Servicer shall service and administer each Mortgage Loan in accordance with applicable state and federal law and shall provide to each Mortgagor any information required to be provided to it thereby. Subject to the foregoing, the Master Servicer shall service and administer each Mortgage Loan in accordance with the Mortgage Loan Documents, and shall enforce all provisions designated in the Mortgage Loan Documents, including but not limited to the establishment and administration of escrow accounts, reserve accounts, impound accounts and operation and maintenance plans. The Master Servicer may from time to time request in writing any powers of attorney and other documents necessary or appropriate to enable the Master Servicer to carry out its servicing and administrative duties hereunder. If it shall make such written request, the Master Servicer shall prepare for signature by the Trustee, and the Trustee shall sign any such powers of attorney or other documents necessary or appropriate to carry out such duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Master Servicer. (c) The Master Servicer assumes, with respect to each Mortgage Loan (except as otherwise set forth in Article VI), full responsibility for the timely payment (subject to Section 4.05(b) with respect to any Nonrecoverable Advances) of all customary, reasonable and necessary "out of pocket" costs and expenses (including reasonable attorneys' fees and disbursements) incurred in connection with: (i) any enforcement, administrative or judicial proceedings, or any necessary legal work or advice specifically related to servicing the Mortgage Loans, including but not limited to, bankruptcies, condemnations, drug seizures, foreclosures by subordinate lienholders, legal costs associated with preparing powers of attorney pursuant to Section 4.01(b) above, and other legal actions incidental to the servicing of the Mortgage Loans (provided that such expenses are reasonable and that the Master Servicer specifies the Mortgage Loan(s) to which such expenses relate); (ii) all ground rents, taxes, assessments, water rates, sewer rates and other charges, as applicable, that are or may become a lien upon the Mortgaged Property, and all fire, flood, hazard and other insurance coverage (to the extent required in this Agreement, including renewal payments); and (iii) compliance with the servicing provisions applicable to the Master Servicer set forth herein. With respect to any costs described in clauses (i) and (ii) above and to the extent the related Mortgage Loan Documents do not provide for escrow payments or the Master Servicer determines that any such payments have not been made by the related Mortgagor, the Master Servicer shall effect timely payment of all such expenses before they become delinquent if the Master Servicer shall have or should have had knowledge based on Accepted Servicing Practices of such nonpayment by the Mortgagor before it becomes delinquent, and, otherwise, the Master Servicer shall effect immediate payment of all such expenses which it has knowledge or should have knowledge based on Accepted Servicing Practices have become delinquent. The Master Servicer shall make Servicing Advances from its own funds to effect such payments to the extent not deemed a Nonrecoverable Advance and shall be reimbursed therefor in accordance with Section 4.03(a) hereof; provided, that with respect to the payment of taxes and assessments, the Master Servicer shall make such advance within five Business Days after the Master Servicer has received confirmation that such item has not been paid; provided further that the Master Servicer shall use its best efforts to confirm whether such items have been paid. With respect to any costs described in clause (iii) above, the Master Servicer shall be entitled to reimbursement of such costs as Servicing Advances only to the extent expressly provided in this Agreement. If the Master Servicer determines with respect to any Mortgage Loan that a Servicing Advance, if made, would constitute a Nonrecoverable Advance or that it has made a Nonrecoverable Advance, it shall deliver to the Trustee a Nonrecoverable Advance Bond. (d) Upon the occurrence of a Servicing Transfer Event or upon the resignation or termination of the Master Servicer, the Master Servicer shall effect the timely and efficient transfer of its servicing responsibilities to the successor Servicer. SECTION 4.02 Collection Account; Collection of Certain Mortgage Loan Payments. (a) Subject to Article VI, from the date hereof until the principal and interest on the Mortgage Loans is paid in full, the Master Servicer shall proceed diligently to collect all payments called for under the terms and provisions of the Mortgage Loans, and shall follow such collection procedures as are in accordance with Accepted Servicing Practices. (b) On or before the Delivery Date and as necessary thereafter, the Master Servicer shall establish, and agrees to maintain for the duration of this Agreement, the Collection Account in the name of the Trustee for the benefit of the Bondholders. The Collection Account shall be an Eligible Account. Funds in the Collection Account shall be held by the Master Servicer for the benefit of the Bondholders in each case and shall not be commingled with any other moneys. The Master Servicer shall deposit, within one Business Day following receipt, all collections with respect to the Mortgage Loans into the Collection Account. The Master Servicer shall, within five (5) Business Days of the establishment thereof, notify the Trustee in writing of the location and account number of the Collection Account established for the Mortgage Loans and shall give the Trustee written notice of any change of such location or account number on or prior to the date of such change. Funds in the Collection Account may be invested by, at the risk of, and for the benefit of, the Master Servicer in Permitted Investments which shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be registered in the name of the Master Servicer (in its capacity as such and for the benefit of the Bondholders) or its nominee. All income therefrom shall be the property of the Master Servicer. In addition, if the amounts in the Collection Account are invested for the benefit of the Master Servicer, the Master Servicer shall deposit on each Determination Date into such account out of its own funds an amount representing any net losses realized on Permitted Investments with respect to funds in such account for such Remittance Period. (c) The Master Servicer shall deposit the following amounts into the Collection Account pursuant to clause (b) above: (i) all payments on account of principal and Principal Prepayments, on the related Mortgage Loans; (ii) all payments on account of interest on the related Mortgage Loans, including default interest net of any portion thereof retained by the Master Servicer as its Servicing Fee; (iii) all Liquidation Proceeds, Excess Condemnation Proceeds and Excess Insurance Proceeds with respect to the related Mortgaged Properties; (iv) out of the Master Servicer's own funds, an amount representing net losses realized on Permitted Investments with respect to funds in the Collection Account; (v) any amounts representing Prepayment Premiums paid by the related Mortgagors; (vi) any amounts received from the Special Servicer pursuant to Section 6.06(d); (vii) any other amounts received from the Mortgagor with respect to the related Mortgage Loans; and (viii) any amounts received from the Special Servicer under Section 6.07 hereof, other than REO Proceeds; but excluding (1) REO Proceeds which will be remitted to the Special Servicer for deposit into the REO Account within one Business Day after receipt and (2) amounts representing fees payable by Mortgagors with respect to Mortgage Loans which may be retained by the Master Servicer or remitted to the Special Servicer, as applicable, as additional servicing compensation hereunder. (d) Subject to Section 4.03(c), all funds deposited by the Master Servicer in the Collection Account maintained for the benefit of the Bondholders shall be held for the benefit of the Bondholders until disbursed or withdrawn in accordance herewith. Except as expressly permitted or required hereunder, the Master Servicer shall not sell, transfer or assign to any Person any interest (including any security interest) in amounts credited or to be credited to the Collection Account or take any action towards that end, and shall maintain such amounts free of all liens, claims and encumbrances of any nature. SECTION 4.03 Permitted Withdrawals from the Collection Account. (a) The Master Servicer may make withdrawals from the Collection Account of amounts on deposit therein attributable to the related Mortgage Loans for (without duplication) the following purposes in the following order of priority: (i) to recoup any amount deposited in the Collection Account and not required to be deposited therein; (ii) on each Remittance Date, from amounts representing payments by a Mortgagor of interest (or advances thereof) on the related Mortgage Loan or Liquidation Proceeds, Excess Insurance Proceeds and Excess Condemnation Proceeds with respect to a Mortgage Loan, to pay to itself the Master Servicing Fee; (iii) to reimburse the Trustee and itself, in that order, for unreimbursed P&I Advances from collections on the related Mortgage Loans, together with interest at the Advance Rate pursuant to Section 4.05 and Section 7.02, the right to withdraw amounts pursuant to this subclause (iii) being limited to amounts on deposit in the Collection Account in respect of Liquidation Proceeds, Excess Insurance Proceeds and Excess Condemnation Proceeds with respect to such Mortgaged Property, and any other amounts received on the related Mortgage Loan that represent late recoveries of payments with respect to which such P&I Advances were made; (iv) for unreimbursed Servicing Advances incurred in connection with a Mortgage Loan or Mortgaged Property, together with interest at the Advance Rate pursuant to Section 4.05, the right to withdraw amounts pursuant to this subclause (iv) being limited to amounts on deposit in such Collection Account in respect of Liquidation Proceeds, Excess Insurance Proceeds and Excess Condemnation Proceeds with respect to such Mortgaged Property, and any other amounts received on the related Mortgage Loan that represent late recoveries of payments with respect to which such Servicing Advances were made; (v) on each Remittance Date, to pay to the Special Servicer the Special Servicing Fee, and from time to time, to pay to the Special Servicer the Disposition Fee; (vi) on each Remittance Date, to reimburse the Trustee, and itself, in that order, for accrued and unpaid interest at the Advance Rate on any reimbursed P&I Advances pursuant to Sections 4.05 and 7.02 made with respect to any Mortgage Loan from any amounts on deposit in the Collection Account, to the extent not otherwise offset by default interest collected on the related Mortgage Loan; (vii) on each Remittance Date, to reimburse the Trustee and itself, in that order, from any amounts on deposit in the Collection Account for (A) any unreimbursed Nonrecoverable Advance for which a Nonrecoverable Advance Bond has been previously delivered or (B) any unreimbursed Servicing Advance for an expense the payment or reimbursement of which is not an obligation of the related Mortgagor under the terms of the related Mortgage Loan Documents, in each case, together with interest at the Advance Rate pursuant to Section 4.05 and Section 7.02; (viii) to the extent not reimbursed or paid pursuant to any other clause of this Section 4.03(a), to reimburse or pay each Servicer, the Trustee, and/or the Issuer for unpaid items incurred by or on behalf of such Person under this Agreement pursuant to which such Person is entitled to reimbursement or payment from the assets of the Trust; (ix) on each Remittance Date, to pay itself any reinvestment income on amounts on deposit in such Collection Account to which it is entitled pursuant to Section 4.02(b); (x) on each Remittance Date, to make remittances to the Trustee pursuant to Section 4.04 hereof; and (xi) to clear and terminate such Collection Account upon termination of this Agreement. (b) The Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan basis, for the purpose of justifying any withdrawal from the Collection Account and determining any shortfall or overpayment of any amounts due from or on behalf of any Mortgagor or Mortgaged Property. The Master Servicer shall pay to the Trustee or the Special Servicer from the Collection Account (to the extent permitted by clause (a) above) amounts permitted to be paid to the Trustee or the Special Servicer therefrom, promptly upon receipt of a certificate of a Responsible Officer of the Trustee or a Servicing Officer of the Special Servicer, as applicable, describing the item and amount to which the Trustee or the Special Servicer is entitled. The Servicer may rely conclusively on any such certificate and shall have no duty to recalculate the amounts stated therein. (c) The Trustee, the Special Servicer and the Master Servicer shall in all cases have a right prior to the Bondholders to any funds on deposit in the Collection Account from time to time for the reimbursement or payment of compensation, Advances with interest thereon at the Advance Rate and their respective expenses hereunder to the extent such items are to be reimbursed or paid from amounts on deposit in the Collection Account pursuant to this Agreement. (d) Notwithstanding any other provisions contained herein to the contrary, the reimbursement of any P&I Advances, together with interest thereon at the Advance Rate, shall be made in the following order: first, to the Trustee, second, to the Master Servicer. SECTION 4.04 Remittances to the Trustee. On each Remittance Date, the Master Servicer shall (1) withdraw from the Collection Account and remit to the Trustee, by wire transfer of immediately available funds to the Collection Account, all amounts on deposit in the Collection Account as of the close of business on the Determination Date prior to such Remittance Date, minus: (i) any permitted charges against or withdrawals from such Collection Account pursuant to clauses (i) through (ix) of Section 4.03(a) hereof; and (ii) any amounts on deposit in the Collection Account representing a Monthly Payment due on a Due Date following the Remittance Period for such Determination Date net of any reduction in the aggregate amount of P&I Advances for such Determination Date pursuant to Section 4.05(a) (which amounts shall be remitted pursuant to this Agreement on the Remittance Date immediately following the Remittance Period in which such Monthly Payment was due), and (2) remit to the Trustee any P&I Advances required to be made on or prior to such Remittance Date pursuant to Section 4.05(a). SECTION 4.05 Master Servicer Advances. (a) To the extent that as of the Determination Date for any month, the full amount of the Monthly Payment due in such month with respect to any Mortgage Loan has not been received by the Master Servicer, the Master Servicer shall, on the related Remittance Date, deposit into the Collection Account, an advance (a "P&I Advance") in an amount equal to the excess of such Monthly Payment over the amount received; provided, however, that notwithstanding anything herein to the contrary, the Master Servicer shall not be required to make a Nonrecoverable Advance and the Master Servicer shall not be required to make a P&I Advance with respect to a Balloon Payment. For purposes of the immediately preceding sentence, the Monthly Payment due on the Maturity Date for a Balloon Mortgage Loan will be the amount that would be due on such day based on the full amortization schedule used to calculate the prior Monthly Payments assuming a later Maturity Date. If the Master Servicer determines that a P&I Advance is required, it shall on or prior to such Remittance Date deposit in the Collection Account out of its own funds an amount equal to the P&I Advance; provided, however, that the aggregate amount of such P&I Advances for any Remittance Date shall be reduced by any amounts being held for future remittance to the Master Servicer pursuant to Section 4.04(a)(1)(ii). Any funds being held in the Collection Account for future distribution and so used shall be replaced by the Master Servicer from its own funds by deposit in the Collection Account on each future Remittance Date to the extent that funds in the Collection Account on such Remittance Date shall be less than payments to the Master Servicer required to be made on such date. If the Master Servicer determines with respect to any Mortgage Loan that a P&I Advance, if made, would constitute a Nonrecoverable Advance or that it has made a Nonrecoverable Advance, it shall deliver to the Trustee a Nonrecoverable Advance Bond. (b) To the extent required by the terms of this Agreement, the Master Servicer shall make Servicing Advances from time to time; provided, however, that notwithstanding anything herein to the contrary, the Master Servicer shall not be required to make a Nonrecoverable Advance. (c) The Master Servicer shall determine whether amounts are available in the Collection Account or the escrow account to reimburse the Trustee or the Master Servicer for unreimbursed Advances made pursuant to this Agreement. The Master Servicer shall promptly (but in any event no later than ten (10) Business Days following receipt) withdraw all amounts necessary to make such reimbursement to the extent such withdrawals are permitted under Section 4.03(a), and shall reimburse the Trustee or itself. (d) The Master Servicer shall be entitled to interest on any Advance made with respect to a Mortgage Loan. Such interest shall accrue at the Advance Rate from the date on which such Advance was made to but not including any Business Day on which the Master Servicer is reimbursed for such Advance pursuant to this Agreement. (e) The Master Servicer shall not make any Advance hereunder prior to the time such Advance is required hereunder. SECTION 4.06 Maintenance of Insurance. (a) The Master Servicer shall in accordance with Accepted Servicing Practices cause the Mortgagor to maintain for each Mortgage Loan (other than REO Mortgage Loans), and if the Mortgagor does not so maintain, the Master Servicer shall cause to be maintained for each Mortgaged Property all insurance required by the terms of the related Mortgage Loan Documents; provided, however, that if the insurance in the amount required above is not available at a commercially reasonable cost, or the Trustee, as mortgagee, does not have an insurable interest, as determined by the Master Servicer in accordance with Accepted Servicing Practices, the Master Servicer shall not be required to maintain such policy. Subject to the preceding sentence, hazard insurance shall be maintained in the amount set forth in the related Mortgage Loan Documents but in any event in an amount at least equal to the replacement cost of the improvements which are a part of such property. Such insurance policies shall also provide coverage in amounts sufficient such that the insurance carrier would not deem the Mortgagor to be a co-insurer thereunder. All such policies shall provide for at least thirty days' prior written notice to the Master Servicer of any cancellation, reduction in the amount of, or material change in, the coverage provided thereunder. If at any time the Mortgaged Property is in a federally designated special flood hazard area, the Master Servicer shall cause the related Mortgagor to maintain or will itself obtain flood insurance in respect thereof to the extent available at a commercially reasonable cost. Such flood insurance shall be in an amount equal to the lesser of (x) the unpaid principal balance of the related Mortgage Loan and (y) the greater of (1) the maximum amount of such insurance required by the terms of the related Mortgage Note or Mortgage and (2) the maximum amount of such insurance that is available for the related Mortgaged Property under the national flood insurance program (assuming that the area in which such Mortgaged Property is located is participating in such program). Any cost incurred in maintaining any insurance required pursuant to this subsection (a) shall not, for the purpose of calculating monthly distributions to the Bondholders, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so permit but such cost shall be paid by the Master Servicer as a Servicing Advance and shall be reimbursed as provided in this Agreement. The Master Servicer shall arrange for the application of all such insurance proceeds (i) to the restoration or repair of the related Mortgaged Property, (ii) to prepay in whole or in part the outstanding principal amount of the related Mortgage Note or (iii) to be released to the related Mortgagor, as the case may be, in all cases in accordance with the express requirements of the applicable Mortgage Loan Documents. To the extent the applicable Mortgage Loan Documents require the delivery of appraisals, engineer's reports, architect's disbursement certificates or other documents or instruments before any such insurance proceeds are applied, the Master Servicer shall obtain and verify the same and any costs so incurred shall be deemed to be a Servicing Advance and shall be reimbursed as provided in this Agreement. If such insurance proceeds are to be applied to restoration or repair of the related Mortgaged Property or are to be released to the related Mortgagor, the Master Servicer shall deliver to the Trustee prior to such application or release a certificate of a Servicing Officer of the Master Servicer in reasonable detail specifying the purposes to which such proceeds are to be applied and the account or Person to which they are to be transferred. (b) If the Master Servicer or the Special Servicer, as applicable, causes any Mortgaged Property or REO Property to be covered by a master force placed insurance policy, which policy is issued by a Qualified Insurer and provides no less coverage in scope and amount for such Mortgaged Property or REO Property than the insurance required to be maintained pursuant to Section 4.06(a), the Master Servicer or Special Servicer shall conclusively be deemed to have satisfied its obligations to maintain insurance pursuant to Section 4.06(a). Such policy may contain a deductible clause, in which case the Master Servicer or Special Servicer, as applicable, shall, in the event that (i) there shall not have been maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 4.06(a), and (ii) there shall have been one or more losses which would have been covered by such a policy had it been maintained, immediately deposit into the Collection Account from its own funds the amount not otherwise payable under such policy because of such deductible to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan, or, in the absence of any such deductible limitation, the deductible limitation which is consistent with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable. In the event that either Servicer shall cause any Mortgaged Property or REO Property to be covered by such a master force placed insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other than any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby) shall be paid by the Master Servicer as a Servicing Advance. SECTION 4.07 Enforcement of "Due-on-Sale" Clauses; Assumption Agreements. (a) To the extent any Mortgage Loan contains an enforceable `due-on-sale' or `due-on-encumbrance' clause, the Master Servicer shall enforce such clause unless the Master Servicer determines in accordance with Accepted Servicing Practices that it would be in the best interest of the Bondholders to waive any such clause. If the Master Servicer is unable to enforce any such "due-on-sale" clause or if no "due-on-sale" clause is applicable or the Master Servicer determines that such clause should be waived, the Master Servicer shall enter into an assumption agreement with the Person to whom such property has been conveyed or is proposed to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, to the extent permitted by applicable state Law and the related Mortgage, the Mortgagor remains liable thereon. The Master Servicer is also authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as the Mortgagor and becomes liable under the Mortgage Note; provided, however, that such substitute Mortgagor must satisfy the requirements set forth in the related Mortgage Loan Documents or the underwriting requirements customarily imposed by the Master Servicer's Accepted Servicing Practices as a condition to approval of a borrower on a new mortgage loan substantially similar to such Mortgage Loan. (b) To the extent any Mortgage Loan contains a clause granting a right of assumption to a qualified substitute Mortgagor upon the sale, conveyance or transfer of the related Mortgaged Property, the Master Servicer shall enter into an assumption agreement with such qualified substitute Mortgagor, pursuant to which such substitute Mortgagor becomes liable under the Mortgage Note. If any Person other than the Mortgagor has, pursuant to the related Mortgage Loan Documents, undertaken to indemnify the mortgagee and, in connection with an assumption of the type referred to in the preceding sentence, the related Mortgage Loan Documents permit a substitution of such third-party indemnitor by a qualified substitute indemnitor, the Master Servicer shall enter into an assumption of liability agreement with such qualified substitute indemnitor, pursuant to which such substitute indemnitor becomes liable under the relevant indemnification obligations. The Master Servicer is also authorized to enter into a substitution of liability agreement with such substitute Mortgagor, pursuant to which the original Mortgagor is released from liability and such substitute Mortgagor is substituted as the Mortgagor and becomes liable under the Mortgage Note; provided, however, that such substitute Mortgagor must satisfy the requirements set forth in the related Mortgage Loan Documents or the underwriting requirements customarily imposed by the Master Servicer's regular commercial mortgage loan origination standards or Accepted Servicing Practices as a condition to approval of a borrower on a new mortgage loan substantially similar to such Mortgage Loan. (c) The Master Servicer shall retain as additional servicing compensation any fee collected for entering into an assumption or substitution of liability agreement. (d) In connection with any assumption under this Section 4.07, no material term of the Mortgage Note (including, but not limited to, the Mortgage Interest Rate, the amount of the Monthly Payment, any interest rate floor or cap applicable to the calculation of the Mortgage Interest Rate and any other term affecting the amount or timing of payment on the Mortgage Loan) may be changed. The Master Servicer shall forward to the Trustee the original substitution or assumption agreement. (e) Notwithstanding the foregoing or any other provision of this Agreement, the Master Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any conveyance by a Mortgagor of a Mortgaged Property or any assumption of a Mortgage Loan by operation of Law that the Master Servicer in good faith determines it may be restricted by Law from preventing. SECTION 4.08 Property Inspections. The Master Servicer shall inspect or cause to be inspected each Mortgaged Property and shall verify and deliver to the Trustee a copy of a property inspection report consistent with Accepted Servicing Practices; provided that (i) each Mortgaged Property securing a Mortgage Loan with an outstanding principal balance in excess of $_________ shall be inspected and such a property inspection report shall be delivered to the Trustee at least once a year, (ii) each Mortgaged Property securing a Mortgage Loan with a principal balance in excess of $_________ and less than or equal to $_________ shall be inspected and such a property inspection report shall be delivered to the Trustee at least once every two years, and (iii) each Mortgaged Property securing a Mortgage Loan with an outstanding principal less than or equal to $_________ shall be inspected as necessary or upon notice of any adverse event occurring with the property, and such a property inspection report shall be delivered to the Trustee. The Master Servicer shall prepare a summary of such inspection reports and deliver such summary to each Rating Agency. SECTION 4.09 Reports of Master Servicer. (a) The Master Servicer shall prepare, or cause to be prepared, and deliver to the Trustee in an electronic format agreed to by the Trustee and the Master Servicer and consistent with Accepted Servicing Practices, not later than the fourth (4th) Business Day immediately preceding each Payment Date, a copy of a Remittance Report. Such report shall be in respect of the related Remittance Period on a Mortgage Loan-by-Mortgage Loan basis to the extent applicable. (b) The Master Servicer shall prepare and deliver to the Trustee a copy of the Collection Account reconciliation report in a form agreed to by the Master Servicer and the Trustee on or prior to the fifteenth day of each calendar month. (c) [RESERVED] (d) The Master Servicer shall prepare and distribute all information statements relating to payments on the Mortgage Loans in accordance with all applicable federal and state laws and regulations. (e) The Master Servicer shall provide the Trustee with any reasonable information needed by the Trustee which is consistent with Accepted Servicing Practices with respect to the Mortgage Loans in order to allow the Trustee to comply with its obligations under this Agreement and shall provide the Special Servicer with any reasonable information needed by the Special Servicer which is consistent with Accepted Special Servicing Practices with respect to Specially Serviced Mortgage Loans and REO Mortgage Loans in order to allow the Special Servicer to comply with its obligations hereunder pursuant to Article VI. (f) The Master Servicer shall proceed diligently to collect all reports and other information required to be prepared and delivered by the Mortgagor pursuant to the terms of the related Mortgage Loan Documents (including, but not limited to, rent rolls) and shall forward copies of such information to the Trustee periodically as such information from Mortgagor is received or as otherwise directed by the Trustee. SECTION 4.10 Confirmation of Balloon Payment. The Master Servicer shall send a letter by first class mail to each Mortgagor on a Balloon Mortgage Loan at least six (6) months and at least three (3) months prior to the related Maturity Date reminding such Mortgagor of such Maturity Date and requesting that not later than sixty (60) days prior to such Maturity Date such Mortgagor confirm in writing that the payment due on such Maturity Date will be made on such date and describe in reasonable detail any arrangements made or to be made with regard to the payment of such Balloon Payment. SECTION 4.11 Master Servicer Compensation. The Master Servicer shall be entitled to a per annum fee (the "Master Servicing Fee"), with respect to each Mortgage Loan, that shall be equal to one twelfth of the product of (a) the Master Servicing Fee Rate and (b) the Stated Principal Balance of such Mortgage Loan as of the Due Date in the preceding calendar month. The Master Servicing Fee is payable to the extent permitted by Section 4.03 hereof. The Master Servicer shall also be entitled to receive as additional servicing compensation (i) all investment income earned on amounts on deposit in the Mortgagor escrow, impound or reserve accounts (to the extent consistent with applicable law and the related Mortgage Loan Documents) and the Collection Account, (ii) all amounts collected with respect to the Mortgage Loans (that are not Specially Serviced Mortgage Loans) in the nature of late payment charges, late fees, NSF check charges (including with respect to Specially Serviced Mortgage Loans), extension fees, modification fees, assumption fees, and similar fees and charges, and (iii) any Prepayment Interest Excess (to the extent not offset against any Prepayment Interest Shortfall in accordance with Section 4.12). SECTION 4.12 Adjustment of Master Servicer's Compensation. Notwithstanding anything set forth in this Article, the Master Servicing Fee for the period ending on a Payment Date shall be reduced (but not below zero) by an amount equal to any excess of any Prepayment Interest Shortfall over any Prepayment Interest Excess for such Payment Date. The Master Servicer shall be entitled to retain on any Payment Date any excess of any Prepayment Interest Excess for such Payment Date over any Prepayment Interest Shortfall for such Payment Date. SECTION 4.13 Implementation of Operations and Maintenance Plans. To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of the related Mortgage Loan Documents, the Master Servicer shall use reasonable efforts to enforce any such plans in accordance in with the terms of the Mortgage Loan Document. ARTICLE V [RESERVED] ARTICLE VI OBLIGATIONS OF THE SPECIAL SERVICER SECTION 6.01 The Special Servicer. The Special Servicer, as independent contract servicer, shall service and administer the Specially Serviced Mortgage Loans and REO Property on behalf of and in the best interests of and for the benefit of the Bondholders in accordance with this Agreement and Accepted Special Servicing Practices. In the event that a Mortgage Loan becomes a Specially Serviced Mortgage Loan, subject to the provisions contained in this Article VI, the Master Servicer shall continue to collect all Monthly Payments called for under the terms and provisions of the Mortgage Loan in accordance with Section 4.02, except as otherwise directed by the Special Servicer and agreed to by the Servicer in writing. SECTION 6.02 Transfer to Special Servicing. (a) The Master Servicer shall notify the Special Servicer as promptly as practicable by telephone and in an electronic format reasonably acceptable to the Master Servicer after it becomes aware of the occurrence of a Servicing Transfer Event. (b) Unless the Master Servicer and the Special Servicer with respect to a Mortgage Loan are the same Person, promptly after the occurrence of a Servicing Transfer Event, the Master Servicer shall send a letter by first class mail (with a copy to the Special Servicer) notifying the related Mortgagor that the related Mortgage Loan has become a Specially Serviced Mortgage Loan and instructing such Mortgagor to direct all future notices and communications to the Special Servicer but to continue making Monthly Payments to the Master Servicer unless otherwise directed by the Special Servicer in writing and agreed by the Master Servicer. (c) Not later than five (5) Business Days after the occurrence of a Servicing Transfer Event, the Master Servicer shall use its best efforts to provide the Special Servicer with copies of all information, documents and records (including records stored electronically on computer tapes, magnetic disks and the like) in its possession relating to each Mortgage Loan with respect to which notice is required to be delivered pursuant to clause (a) above. The Master Servicer and the Special Servicer shall take all other actions necessary or appropriate to effect a transfer of servicing pursuant to this Section 6.02 or Section 6.10, including but not limited to the preparation, execution and delivery of any and all necessary or appropriate documents and other instruments, and will cooperate fully with each other in effecting such transfer as promptly as possible. Servicing of a Mortgage Loan shall be automatically transferred to the Special Servicer on the Servicing Transfer Date. (d) Following the related Servicing Transfer Date, the Master Servicer shall not have any further dealings or communications with the related Mortgagor except as administrator of the Collection Account and the escrow, impound or reserve accounts. The Master Servicer shall maintain up-to-date information on each Mortgage Loan which becomes a Specially Serviced Mortgage Loan in order to properly administer the Collection Account and the escrow, impound or reserve accounts, to enable it to resume all servicing obligations with respect to a Mortgage Loan which ceases to be a Specially Serviced Mortgage Loan as promptly as possible pursuant to Section 6.10 and to provide any reports required under Article IV. The Special Servicer shall promptly provide to the Master Servicer all information available to the Special Servicer and not available to the Master Servicer necessary to maintain such up-to-date information. (e) Promptly after the Servicing Transfer Date, the Special Servicer shall send a letter by first class mail hereto notifying the related Mortgagor that servicing has been transferred to the Special Servicer. (f) [RESERVED] (g) Following the occurrence of a Servicing Transfer Date with respect to any Mortgage Loan, the Special Servicer shall service the related Specially Serviced Mortgage Loan and REO Property in accordance with this Agreement. SECTION 6.03 Servicing of Specially Serviced Mortgage Loans. (a) Following the occurrence of a Servicing Transfer Event, the Special Servicer shall request from the Trustee the name of the current Directing Bondholder. The Trustee shall notify the Special Servicer of the identity of the current Directing Bondholder upon request. Upon receipt of the name of such current Directing Bondholder from the Trustee, the Special Servicer shall notify the Directing Bondholder of the occurrence of such Servicing Transfer Event. Servicing Officers of the Special Servicer shall, at the request of the Directing Bondholder, be reasonably available during regular business hours to discuss with such Bondholder objectives and strategies with respect to the Specially Serviced Mortgage Loans and REO Properties. (b) Subject to Section 6.03(c) below and Accepted Special Servicing Practices, in servicing and administering any Specially Serviced Mortgage Loan or REO Property, the Special Servicer shall have full power and authority to do any and all things in connection with such servicing and administration that it may deem in its best judgment necessary or advisable including, without limitation, to execute and deliver on behalf of the Trustee and the Bondholders any and all instruments of satisfaction or cancellation or of partial release or full release or discharge and all other comparable instruments with respect to such Specially Serviced Mortgage Loan or such REO Mortgage Loan or to agree to any modification, waiver or amendment of any term and to defer, reduce or forgive payment of interest and/or principal of any such Specially Serviced Mortgage Loan. The Special Servicer may not extend the scheduled maturity date of any Specially Serviced Mortgage Loan to a date later than three years prior to the Assumed Final Payment Date. The Special Servicer may from time to time request in writing any powers of attorney and other documents necessary or appropriate to enable the Special Servicer to carry out its servicing and administrative duties hereunder. If it shall make such written request, the Special Servicer shall prepare for signature by the Trustee, and the Trustee shall sign any such powers of attorney or other documents necessary or appropriate to carry out such duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Special Servicer. In addition to the duties and obligations set forth in this Article VI, the Special Servicer shall assume the rights and obligations of the Master Servicer set forth in (i) Section 4.07 of this Agreement with respect to any Specially Serviced Mortgage Loan (but not any liabilities incurred by the Master Servicer prior to the related Servicing Transfer Date) and (ii) Section 4.06 with respect to REO Properties. Any insurance required to be maintained by the Special Servicer with respect to REO Properties pursuant to this Section and any such Section 4.06 shall be maintained with Qualified Insurers. (c) No later than sixty (60) days after a Servicing Transfer Date for a Mortgage Loan, the Special Servicer shall deliver to the Trustee, the Master Servicer, each Rating Agency and the Directing Bondholder a report (the "Asset Strategy Report"), with respect to such Mortgage Loan and the related Mortgaged Property. Such Asset Strategy Report shall set forth the following information to the extent reasonably determinable: (i) summary of the status of such Specially Serviced Mortgage Loan and any negotiations with the related Mortgagor; (ii) consideration of alternatives to the exercise of remedies (such as forbearance relief, modification of the terms and conditions of such Mortgage Loan, disposition of the Specially Serviced Mortgage Loan or the related Mortgaged Property and application of the proceeds of such disposition to the outstanding principal balance of such Mortgage Loan and interest thereon, or abandonment of the related Mortgaged Property); (iii) a discussion of the probable time frames and estimated amount of any related Servicing Advances applicable to each of the alternatives referred to above; (iv) a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Accepted Special Servicing Practices, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Mortgage Loan and a recommendation as to whether outside legal counsel should be retained; (v) estimated budgets for any operating or capital funds expected to be required for the related Mortgaged Property; (vi) the most current rent roll available for and any strategy for the leasing or releasing of the related Mortgaged Property; (vii) the Special Servicer's analysis and recommendations (which will include a discussion of alternative courses of action and a comparison of the probable benefits and detriments of each alternative course of action) on how such Specially Serviced Mortgage Loan might be returned to performing status and returned to the Master Servicer for regular servicing under Article IV of this Agreement or otherwise realized upon; and (viii) such other information as the Special Servicer deems relevant in light of the Accepted Special Servicing Practices. If within ten (10) Business Days of receiving an Asset Strategy Report, the Directing Bondholder does not disapprove such Asset Strategy Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Strategy Report; provided, however, that notwithstanding anything herein to the contrary the Special Servicer may not take and shall not be required to take any action that is contrary to applicable Law or the terms of the applicable Mortgage Loan Documents. If the Directing Bondholder disapproves such Asset Strategy Report, the Special Servicer will revise such Asset Strategy Report and deliver to the Trustee, the Directing Bondholder, the Servicer and the Rating Agencies a new Asset Strategy Report as soon as practicable. The Special Servicer shall revise such Asset Strategy Report as described above in this Section 6.03(c) until the Directing Bondholder shall fail to disapprove such revised Asset Strategy Report in writing within ten (10) Business Days of receiving such revised Asset Strategy Report. The Special Servicer may, from time to time, modify any Asset Strategy Report it has previously delivered and implement such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section. Notwithstanding the foregoing, the Special Servicer (i) may following the occurrence of an extraordinary event with respect to the related Mortgaged Property, take any action set forth in such Asset Strategy Report before the expiration of a ten (10) Business Day period if the Special Servicer has reasonably determined that failure to take such action would materially and adversely affect the interest of the Bondholders and it has made a reasonable effort to contact the Directing Bondholder and (ii) in any case, shall determine whether such disapproval is not in the best interest of all the Bondholders pursuant to Accepted Special Servicing Practices. Upon making such determination, the Special Servicer shall either implement the Asset Strategy Report or notify the Trustee of such rejection and deliver to the Trustee a proposed notice to Bondholders which shall include the Asset Strategy Report, and the Trustee shall send such notice to all Bondholders (or, to the extent known to the Trustee, Bond Owners). If the majority of such Bondholders (including Bond Owners), as determined by Bond Balance, fail within five (5) days of the Trustee's sending such notice to reject such Asset Strategy Report, the Special Servicer shall implement the same. If the Asset Strategy Report is rejected by the Bondholders, the Special Servicer shall revise such Asset Strategy Report as described above in this Section 6.03(c). The Trustee shall be entitled to be reimbursed by the Issuer for the reasonable expenses of providing such notices. (d) The Special Servicer shall have the authority to meet with the Mortgagor for any Specially Serviced Mortgage Loan and take such actions consistent with Accepted Special Servicing Practices and the related Asset Strategy Report. The Special Servicer shall not take any action inconsistent with the related Asset Strategy Report. (e) Upon request of any Bondholder (or any Bond Owner, if applicable, which shall have provided the Trustee with evidence satisfactory to the Special Servicer and the Trustee of its interest in a Bond pursuant to Section 11.04) or any Rating Agency, the Trustee shall mail, without charge, to the address specified in such request a copy of the most current Asset Strategy Report for any Specially Serviced Mortgage Loan or REO Property. SECTION 6.04 Title to REO Property; Management of REO Property. (a) If title to any REO Property is acquired, the deed or certificate of sale shall be issued to the Issuer on behalf of the Bondholders. In accordance with Section 6.05, and subject to all applicable terms and conditions of the Indenture, the Special Servicer, on behalf of the Bondholders and, subject to the lien of the Indenture, the Issuer, shall sell any REO Property as promptly as possible within a commercially reasonable time period. Subject to the foregoing, the Special Servicer shall solicit offers for any REO Property in such manner as will be reasonably likely to realize a fair price for such REO Property. (b) The Special Servicer's decision as to how each REO Property shall be managed and operated shall be based in either case on the reasonable good faith judgment of the Special Servicer as to which means would be in the best interest of the Bondholders and the Issuer (as a collective whole) and, to the extent consistent with the foregoing, in the same manner as would prudent mortgage loan servicers and asset managers operating acquired mortgaged property comparable to the respective REO Property under the same circumstances. (c) If title to any REO Property is acquired, the Special Servicer shall manage, conserve, protect and operate such REO Property for the benefit of the Bondholders and, subject to the lien of the Indenture, the Issuer solely for the purpose of its prompt disposition and sale in the same manner as would prudent mortgage loan servicers and asset managers operating acquired mortgaged property comparable to the respective REO Property under the same circumstances Subject to the foregoing, however, the Special Servicer shall have full power and authority to do any and all things in connection therewith as are consistent with the Servicing Standard and, consistent therewith, shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to any REO Property, funds necessary to pay all Property Protection Expenses To the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i) through (iv) above with respect to such REO Property, the Special Servicer shall advance such amounts as are necessary for such purposes unless (as evidenced by an Officer's Certificate delivered to the Trustee) the Special Servicer would not make such advances if the Special Servicer owned such REO Property or the Special Servicer determines, in its reasonable good faith judgment, that such advances would be Nonrecoverable Servicing Advances; provided, however, that the Special Servicer may make any such Servicing Advance without regard to recoverability if it is a necessary fee or expense incurred in connection with the defense or prosecution of legal proceedings. [(d) The Special Servicer may contract with any Independent Contractor for the operation and management of any REO Property, provided that: (i) the terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm's length; (ii) the fees of such Independent Contractor (which shall be expenses payable out of the Trust Estate) shall be reasonable and customary in consideration of the nature and locality of the REO Property; (iii) any such contract shall require, or shall be administered to require, that the Independent Contractor, in a timely manner, (A) pay all costs and expenses incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in Section 3.17(b) above, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to the Special Servicer upon receipt; (iv) none of the provisions of this Section 3.17(c) relating to any such contract or to actions taken through any such Independent Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the operation and management of any such REO Property; (v) the Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and obligations in connection with the operation and management of such REO Property; and (vi) such Independent Contractor is acceptable to each Rating Agency, and such appointment will not result in a qualification, downgrading or withdrawal of any of the ratings then assigned to the Bonds by such Rating Agency (as evidenced in writing by each such Rating Agency). The Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. To the extent the costs of any contract with any Independent Contractor for the operation and management of any REO Property are greater than the revenues available from such property, such excess costs shall be covered by, and be reimbursable as, a Servicing Advance.] SECTION 6.05 Sale of REO Property and Specially Serviced Mortgage Loans. Subject to terms of the related Asset Strategy Report, to the extent the conditions, procedures or requirements set forth therein are more restrictive or exacting than those set forth below, each Special Servicer agrees as follows: (a) The Special Servicer may purchase any Defaulted Mortgage Loan or any REO Property (in each case at the Purchase Price therefor). The Special Servicer may also offer to sell to any Person any Defaulted Mortgage Loan or any REO Property, if and when the Special Servicer determines, consistent with Accepted Special Servicing Practices that such a sale would be in the best economic interests of the Bondholders. The Special Servicer shall give the Trustee and the Master Servicer not less than five Business Days' prior written notice of the Purchase Price and its intention to (i) purchase any Defaulted Mortgage Loan or REO Property at the Purchase Price therefor or (ii) sell any Defaulted Mortgage Loan or REO Property, in which case the Special Servicer shall accept the highest offer received from any Person for any Defaulted Mortgage Loan or any REO Property in an amount at least equal to the Purchase Price therefor. In the absence of any such offer, the Special Servicer shall accept the highest offer received from any Person that is determined by the Special Servicer to be a fair price for such Defaulted Mortgage Loan or REO Property, if the highest offeror is a Person other than an Interested Person, or if such price is determined to be such a price by the Trustee, if the highest offeror is an Interested Person. Notwithstanding anything to the contrary herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Defaulted Mortgage Loan or any REO Property pursuant hereto. The Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the Special Servicer determines, in accordance with Accepted Special Servicing Practices, that rejection of such offer would be in the best interests of the Bondholders. In addition, the Special Servicer may accept a lower offer if it determines, in accordance with Accepted Special Servicing Practices, that acceptance of such offer would be in the best interests of the Bondholders (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable). (b) In determining whether any offer received from an Interested Person represents a fair price for any Defaulted Mortgage Loan or any REO Property, the Trustee and the Special Servicer may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters retained by the Trustee at the expense of the Issuer. In determining whether any offer constitutes a fair price for any Defaulted Mortgage Loan or any REO Property, the Special Servicer or the Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate matters shall be instructed to take into account, as applicable, among other factors, the period and amount of any delinquency on the affected Defaulted Mortgage Loan, the physical condition of the related Mortgaged Property or such REO Property and the state of the local economy. (c) Subject to Accepted Special Servicing Practices, the Special Servicer shall act on behalf of the Issuer in negotiating and taking any other action necessary or appropriate in connection with the sale of any Defaulted Mortgage Loan or REO Property, including the collection of all amounts payable in connection therewith. Any sale of a Defaulted Mortgage Loan or any REO Property shall be without recourse to, or representation or warranty by, the Trustee, the Issuer, the Mortgage Loan Seller, any Servicer, or the Issuer (except that any contract of sale and assignment and conveyance documents may contain customary warranties of title, so long as the only recourse for breach thereof is to the Issuer) and, if consummated in accordance with the terms of this Agreement, none of the Servicers, the Issuer, the Mortgage Loan Seller, nor the Trustee shall have any liability to the Issuer or any Bondholder with respect to the purchase price therefor accepted by the Special Servicer or the Trustee. (d) The proceeds of any sale after deduction of the expenses of such sale incurred in connection therewith shall be promptly deposited into the Collection Account. SECTION 6.06 REO Account; Collection of REO Proceeds. (a) The Special Servicer shall establish or cause to be established, and hereby agrees to maintain or cause to be maintained for the duration of this Agreement for each REO Mortgage Loan, an REO Account into which all related REO Proceeds shall be deposited as and when received. Each of the Special Servicer's REO Account shall be an Eligible Account. (b) All funds deposited by the Special Servicer in any REO Account maintained hereunder shall be held for the benefit of the Bondholders until disbursed or withdrawn in accordance herewith. Funds in such REO Account shall not be commingled with any other moneys. The Special Servicer shall, within five (5) Business Days of the establishment thereof, notify the Master Servicer and the Trustee in writing of the location and the account number of the REO Account established by the Special Servicer for the Mortgage Loans and shall give the Trustee and the Master Servicer written notice of any change of such location or account number on or prior to the date of such change. (c) Funds in an REO Account may be invested by, at the risk of, and for the benefit of, the Special Servicer in Permitted Investments which shall not be sold or disposed of prior to maturity. All such Permitted Investments shall be registered in the name of the Special Servicer (in its capacity as such and for the benefit of the Bondholders) or its nominee. All income therefrom shall be the property of the Special Servicer. In addition, if the amounts in any REO Account are invested for the benefit of the Special Servicer, the Special Servicer shall deposit on each Determination Date into such REO Account out of its own funds an amount representing any net losses realized on the Permitted Investments with respect to funds in such REO Account for such Remittance Period. (d) The Special Servicer shall deposit or cause to be deposited any REO Proceeds into the applicable REO Account within one Business Day after receipt. The Special Servicer shall withdraw therefrom funds necessary for the proper operation, management, and maintenance of any REO Property, including any Property Protection Expenses. To the extent such REO Proceeds are insufficient for the purposes set forth in the preceding sentence, the Master Servicer shall make a Servicing Advance for the amount of such shortfall. The Special Servicer shall remit to the Master Servicer for deposit into the Collection Account on a monthly basis prior to the related Remittance Date the REO Proceeds collected with respect to the related REO Property, net of withdrawals made by the Special Servicer pursuant to this Section 6.06(d); provided, that for the purpose of determining the amount of any such remittance, the Special Servicer may retain in such REO Account reasonable reserves for Property Protection Expenses. (e) Except as expressly permitted or required hereunder, the Special Servicer shall not sell, transfer or assign to any Person any interest (including any security interest) in amounts credited or to be credited to any REO Account or take any action towards that end, and shall maintain such amounts free of all liens, claims and encumbrances of any nature. SECTION 6.07 Remittances to Master Servicer. Any collections received in respect of a Mortgage Loan, other than REO Proceeds, shall be remitted to the Master Servicer within one Business Day of receipt for deposit into the Collection Account established and maintained by the Master Servicer for the duration of this Agreement pursuant to Section 4.02 of this Agreement. SECTION 6.08 Specially Serviced Mortgage Loan Status Reports and Other Reports. (a) The Special Servicer shall prepare, or cause to be prepared, and deliver to the Master Servicer, the Trustee and the Rating Agencies, via facsimile (with a hard copy sent on the same day by first-class mail and in electronic format reasonably acceptable to the Master Servicer, the Rating Agencies and the Trustee and consistent with Accepted Special Servicing Practices) not later than the fourth (4th) Business Day immediately preceding each Payment Date, a copy of a Specially Serviced Mortgage Loan and REO Property status report in a form agreed to by the Master Servicer and the Trustee (the "Specially Serviced Mortgage Loan Status Report"), with respect to each Specially Serviced Mortgage Loan and REO Mortgage Loan, respectively. In addition, upon the occurrence of a Collateral Value Adjustment Event or Liquidation Event from which a Collateral Value Adjustment, Realized Loss or Collateral Value Adjustment Reduction Amount has resulted, the Special Servicer shall prepare, or cause to be prepared, and deliver to the Master Servicer, the Trustee and each Rating Agency, via facsimile (with a hard copy sent on the same day by first-class mail or in electronic format reasonably acceptable to the Master Servicer and consistent with Accepted Special Servicing Practices) not later than the fourth (4th) Business Day immediately preceding each Payment Date, an Officers' Bond setting forth (i) the event which gave rise to such Collateral Value Adjustment or Realized Loss and (ii) the amount of such Collateral Value Adjustment, Realized Loss or Collateral Value Adjustment Reduction Amount. (b) On or prior to the fifteenth day of each calendar month the Special Servicer shall validate and deliver to the Master Servicer a copy of the bank statement for the prior calendar month related to each REO Account and an REO Account reconciliation report in the form mutually agreed to by the Master Servicer and Trustee showing for the period from the day after the second preceding Remittance Date through the immediately preceding Remittance Date (or since the related Servicing Transfer Date, in the case of the first of such reports), the aggregate of deposits into and withdrawals from such funds or accounts in accordance with this Agreement. (c) Upon prior request of a Rating Agency or written request of the Master Servicer, the Trustee, or the Issuer, the Special Servicer shall prepare such other reasonable reports as may be requested in writing thereby. The Special Servicer shall be entitled to charge a reasonable fee reflecting the internal and external costs to the Special Servicer of preparing such other reports (except that no charges will be assessed for costs of such reports requested by a Rating Agency) and such fee shall be paid by the Master Servicer to the Special Servicer as a Servicing Advance pursuant to this Agreement. SECTION 6.09 Environmental Considerations. (a) The Special Servicer shall not obtain title for the Issuer to a Mortgaged Property as a result or in lieu of foreclosure or otherwise, nor shall otherwise acquire possession of, or take other action with respect to, any Mortgaged Property, if, as a result of any such action, the Issuer, the Trustee, the Master Servicer, the Special Servicer or the Bondholders would be considered to hold title to, to be a "mortgagee-in-possession" of, or to be an "owner" or "operator" of such Mortgaged Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any applicable comparable federal, state or local law, or a "discharger" or "responsible party" thereunder, unless the Special Servicer has also previously determined, in accordance with Accepted Special Servicing Practices, based on a "Phase I", and, if applicable, a "Phase II" environmental site assessment report prepared by a Person who regularly conducts environmental audits as determined by such Special Servicer in a manner consistent with Accepted Special Servicing Practices, that: (i) such Mortgaged Property is in compliance with applicable Environmental Laws or, if not, that taking such actions as are necessary to bring the Mortgaged Property in compliance therewith is reasonably likely to produce a greater recovery on a net present value basis, after taking into account any risks associated therewith, than not taking such actions; and (ii) there are no circumstances present on such Mortgaged Property relating to the use, management, storage or disposal of any Hazardous Materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any Environmental Law, or that, if any such Hazardous Materials are present for which such action could be required, taking such actions with respect to the affected Mortgaged Property is reasonably likely to produce a greater recovery on a net present value basis, after taking into account any risks associated therewith, than not taking such actions; and if the Special Servicer has so determined based on satisfaction of the criteria in clauses (i) and (ii) above that it would be in the best economic interest of the Bondholders to take any such actions, the Special Servicer has notified the Trustee and the Master Servicer in writing of such proposed action. The Special Servicer shall provide a copy of the report described in the preceding sentence to the Trustee, the Master Servicer and the Directing Bondholder. If within ten (10) Business Days of receiving such recommendation, the Directing Bondholder does not disapprove such recommendation in writing the Special Servicer shall implement the recommended action. If the Directing Bondholder disapproves such recommendation, the Special Servicer shall revise such recommendation and deliver to the Trustee, the Directing Bondholder and the Master Servicer a new recommendation as soon as practicable. The Special Servicer shall revise such recommendation as described above in this Section 6.09(a) until the Directing Bondholder shall fail to disapprove such revised recommendation in writing within ten (10) Business Days of receiving such revised recommendation. Notwithstanding the foregoing, the Special Servicer (i) may, following the occurrence of an extraordinary event with respect to the related Mortgaged Property, take any action it has recommended before the expiration of a ten (10) Business Day period if the Special Servicer has reasonably determined that failure to take such action would materially and adversely affect the interest of the Bondholders and it has made a reasonable effort to contact the Directing Bondholder and (ii) in any case, shall determine whether such disapproval is not in the best interest of all the Bondholders pursuant to Accepted Special Servicing Practices. Upon making such determination, the Special Servicer shall either implement its recommendations or notify the Trustee of such rejection and deliver to the Trustee a proposed notice to Bondholders, which shall include the Special Servicer's recommendation, and the Trustee shall send such notice to all Bondholders (or, to the extent known to the Trustee, Bond Owners). If the majority of such Bondholders (including Bond Owners), as determined by Bond Balance, fail within five (5) days of the Trustee's sending such notice to reject such recommendation, the Special Servicer shall implement the same. If such recommendation is rejected by the Bondholders, the Special Servicer shall not take any action so recommended and shall prepare a new recommendation. The cost of preparation of any environmental assessment and the cost of any compliance, containment, clean-up or remediation shall be deemed to be a Property Protection Expense paid by the Master Servicer as a Servicing Advance. (b) If the Special Servicer determines, pursuant to subsection (a) above, that taking such actions as are necessary to bring any such Mortgaged Property into compliance with applicable Environmental Laws, or taking such actions with respect to the containment, clean-up, removal or remediation of Hazardous Materials affecting any such Mortgaged Property, is not reasonably likely to produce a greater recovery on a net present value basis, after taking into account any risks associated therewith, than not taking such actions, the Special Servicer shall notify the Directing Bondholders, Trustee and the Master Servicer of such determination and recommend such action as it deems in good faith to be in the best economic interests of the Bondholders. If within ten (10) Business Days of receiving such recommendation, the Directing Bondholder does not disapprove such recommendation in writing the Special Servicer shall implement the recommended action. If the Directing Bondholder disapproves such recommendation, the Special Servicer will revise such recommendation and deliver to the Trustee, the Directing Bondholder and the Master Servicer a new recommendation as soon as practicable. The Special Servicer shall revise such recommendation as described above in this Section 6.09(b) until the Directing Bondholder shall fail to disapprove such revised recommendation in writing within ten (10) Business Days of receiving such revised recommendation. Notwithstanding the foregoing, the Special Servicer (i) may, following the occurrence of an extraordinary event with respect to the related Mortgaged Property, take any action it has recommended before the expiration of a ten (10) Business Day period if the Special Servicer has reasonably determined that failure to take such action would materially and adversely affect the interest of the Bondholders and it has made a reasonable effort to contact the Directing Bondholder and (ii) in any case, shall determine whether such disapproval is not in the best interest of all the Bondholders pursuant to Accepted Special Servicing Practices. Upon making such determination, the Special Servicer shall either implement its recommendations or notify the Trustee of such rejection and deliver to the Trustee a proposed notice to Bondholders, which shall include the Special Servicer's recommendation, and the Trustee shall send such notice to all Bondholders (or, to the extent known to the Trustee, Bond Owners). If the majority of such Bondholders (including Bond Owners), as determined by Bond Balance, fail within five (5) days of the Trustee's sending such notice to reject such recommendation, the Special Servicer shall implement the same. If such recommendation is rejected by the Bondholders, the Special Servicer shall not take any action so recommended. (c) Notwithstanding the foregoing, the Special Servicer shall not take any action pursuant to this Section 6.09 except in connection with the implementation of an Asset Strategy Report pursuant to Section 6.03(c). SECTION 6.10 Restoration of Specially Serviced Mortgage Loans. (a) Upon determining with respect to a Specially Serviced Mortgage Loan that (i) three consecutive Monthly Payments on a Specially Serviced Mortgage Loan have been made in accordance with the terms of the related Mortgage Note (taking into account any grace periods contained therein), (ii) such Mortgage Loan is current as to payments of principal and interest and (iii) no Servicing Transfer Event is continuing, the Special Servicer shall immediately give written notice thereof to the Master Servicer and the Trustee. (b) Unless the Master Servicer and the Special Servicer with respect to a Mortgage Loan are the same Person, not later than two (2) Business Days after notice has been given pursuant to subsection (a) above, the Special Servicer shall send a letter by first class mail, with a copy to the Master Servicer, notifying the related Mortgagor that such Mortgage Loan has ceased being a Specially Serviced Mortgage Loan and instructing such Mortgagor to direct all future notices and communications to the Master Servicer. (c) In the event that a Specially Serviced Mortgage Loan ceases to be such pursuant to this Section 6.10, not later than five (5) Business Days after notice has been given in (a) above, the Special Servicer shall use its best efforts to provide the Master Servicer with copies of all information, documents and records (including records stored electronically on computer tapes, magnetic disks and the like) in its possession relating to such Mortgage Loan. Upon receipt of such notice and all information, documents and records by the Master Servicer pursuant to this Section 6.10 hereof, such Mortgage Loan shall cease to be a Specially Serviced Mortgage Loan, the Special Servicer's obligation to service such Mortgage Loan shall terminate, and all duties and obligations of the Master Servicer with respect to such Mortgage Loan to the extent set forth herein previously undertaken by the Special Servicer shall be resumed by the Master Servicer. SECTION 6.11 Removal of Special Servicer. The Special Servicer may be removed without cause at any time by the Holders of a majority of the Voting Rights in the fewest number of classes of Bonds representing the most subordinate Class of Bonds that equal at least a ___% interest therein (the "Controlling Bondholder"). Such determination shall be evidenced by written notice to the Trustee and each Servicer from the Controlling Bondholders. The Special Servicer shall not be removed until a successor shall have been appointed and shall be in the position to assume such obligations hereunder. The Special Servicer shall cooperate in good faith with the successor Special Servicer to minimize the number and severity of disruptions to the servicing of the Specially Serviced Mortgage Loans as a result of such removal. No successor Special Servicer shall be appointed until the Trustee receives written confirmation from each of the Rating Agencies that such appointment will not result in a withdrawal, downgrade or qualification of the then current rating on the Bonds. SECTION 6.12 Special Servicer Compensation. Each Special Servicer shall be entitled to reasonable compensation for services rendered by it hereunder on each Remittance Date from amounts in the Collection Account in an amount (the "Special Servicing Fee") equal to one-twelfth of the product of (a) ____% per annum calculated on the basis of twelve 30-day months and a 360-day year 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. The Special Servicer will also be entitled to receive with respect to any Specially Serviced Mortgage Loan or REO Property that is sold or transferred or otherwise liquidated, in addition to the Special Servicing Fee, a disposition fee (the "Disposition Fee") equal to ____% of the net proceeds of the sale or liquidation of any Specially Serviced Mortgage Loan or REO Property. The Special Servicer will also be entitled to retain as additional servicing compensation (i) all investment income earned on amounts on deposit in any REO Account, and (ii) all amounts collected with respect to the Specially Serviced Mortgage Loans in the nature of late payment charges, late fees, assumption fees, modification fees, extension fees or similar items (other than default interest). SECTION 6.13 Collateral Value Adjustments. (a) Within 30 days of a Required Appraisal Date for any Mortgage Loan, the Special Servicer shall obtain an appraisal for the related Mortgaged Property from an independent MAI appraiser at the expense of the Issuer (except if an appraisal has been conducted within the 12 month period preceding such event). (b) Until such time as the related Collateral Value Adjustment is reduced to zero, within 30 days of each anniversary of a Required Appraisal date for any Mortgage Loan, the Special Servicer shall order an update of the prior appraisal for the related Mortgaged Property (the cost of which will be a Servicing Advance of the Special servicer). (c) The Special Servicer shall determine and report to the Trustee and the Master Servicer any appraisal value obtained pursuant to clause (a) or (b) above and will adjust the amount of the Collateral Value Adjustment in accordance therewith. ARTICLE VII OBLIGATIONS OF THE INDENTURE TRUSTEE; REPORTS SECTION 7.01 Statements to Bondholders. (a) On each Payment Date, based on and to the extent of information provided by the Servicer, the Trustee shall furnish to each Bondholder and each Bond Owner which shall have certified to the Trustee that it is a Bond Owner, to the Issuer, the Servicer, and to each Rating Agency the following reports setting forth certain information with respect to the Mortgage Loans and the Bonds. (1) A statement setting forth the following: (i) the amount of distributions, if any, made on such Payment Date to the holders of each Class of Bonds applied to reduce the respective Class Balances thereof, (ii) with respect to each Class of Bonds, the amount of distributions allocable to interest accrued at the respective Bond Interest Rates and the amount, if any, by which such distribution was reduced by Prepayment Interest Shortfalls, Realized Losses of interest, other interest shortfalls or accruals on outstanding Collateral Value Adjustments, (iii) the number of outstanding Mortgage Loans and the aggregate Stated Principal Balance of the Mortgage Loans at the close of business on the last day of the related Remittance Period; (iv) the number and aggregate Stated Principal Balance of Mortgage Loans (a) delinquent one month, (b) delinquent two months, (c) delinquent three or more months, or (d) as to which foreclosure proceedings have commenced; (v) with respect to any REO Property included in the Trust Estate, details pertaining to each individual REO Property including the loan number of the related REO Mortgage Loan, the unpaid principal balance of the related REO Mortgage Loan (and all REO Mortgage Loans in the aggregate), the date that such Mortgaged Property became an REO Property, the book value of such REO Property (which will equal the unpaid principal balance of such Mortgage Loan at the time of foreclosure) and any net income received on such REO Property during the related Remittance Period; (vi) with respect to any REO Property sold or otherwise disposed of during the related Remittance Period, the amount of sale proceeds and other amounts, if any, received in respect of such REO Property during the related Remittance Period; (vii) as to any Mortgage Loan repurchased by the Issuer or otherwise liquidated during the related Remittance Period, the loan number thereof and the amount of the proceeds of such repurchase or other liquidation; (viii) the aggregate Class Balance of each Class of Bonds before and after giving effect to the distributions made on such Payment Date, separately identifying any reduction in the class Balance of each such Class due to Realized Losses; (ix) the aggregate amount of unscheduled principal collections made during the related Remittance Period and the cumulative amount of such collections including such Remittance Period, (x) the Bond Interest Rate applicable to each Class of Bonds for such Payment Date, (xi) the aggregate amount of servicing compensation retained by or paid to each Servicer during the related Remittance Period; (xii) the amount of Realized Losses, shortfalls, and/or expenses, if any, incurred with respect to the Mortgage Loans during the related Remittance Period; (xiii) the aggregate amount of P&I Advances and other advances outstanding that have been made by each of the Servicers or the Trustee, (xiv) the amount of any Collateral Value Adjustments effected during the related Remittance Period, and the total of Collateral Value Adjustments as of such Payment Date on a loan-by-loan basis, and (xv) the amount of Prepayment Interest Excess and an accounting as to the manner in which the same was allocated pursuant to this Agreement. In the case of information pursuant to subclauses (i), (ii) and (xi) above, the amounts shall be expressed in the aggregate for all Bonds and in amounts allocable per $1,000 of Bond denomination. (2) A report containing information regarding the Mortgage Loans as of the end of the related Remittance Period, which report shall contain substantially the categories of information regarding the Mortgage Loans set forth in the Prospectus Supplement prepared in connection with the initial offering of the Bonds in the tables under the caption "Description of the Mortgage Pool -- Certain Characteristics of the Mortgage Loans" (calculated where applicable on the basis of the most recent relevant information provided by the Mortgagors to the Servicers and by the Servicers to the Trustee) and such information shall be presented in a tabular format substantially similar to the format utilized in the Prospectus Supplement under such caption. (3) Other reports containing loan-by-loan information relating to Mortgage Loans that (i) have not made the most recent monthly payment then due, (ii) have been classified as Specially Serviced Mortgage Loans or (iii) that have experienced a Realized Loss. The Trustee currently makes such reports available to the designated parties by mail or through an automated facsimile system that can be accessed by dialing __________ from any touch-tone telephone. In addition, the Trustee shall make available Mortgage Loan information as presented in the CSSA-100 format (or such other industry standard that may be in effect from time to time) through electronic transmission by no later than the Payment Date in __________ to each Bondholder, the Issuer, the Servicers, each Rating Agency (and any other parties reasonably designated by the Issuer or a Bondholder), an electronic file that includes the following information on a loan-by-loan basis: loan number, location, Stated Principal Balance, Mortgage Interest Rate, paid-through date, maturity date, scheduled interest due, scheduled principal due, unscheduled principal collections, loan status and other related information. Upon request of any Bondholder (or any Bond Owner, if applicable, which shall have provided the Trustee with evidence satisfactory to the Trustee of its interest in a certificate pursuant to Section 11.04) or any Rating Agency, the Trustee shall mail, without charge, to the address specified in such request, a copy of the most current Asset Strategy Report for any Specially Serviced Mortgage Loan or REO Property. In addition, upon receipt of a written request of any Bondholder (or any Bond Owner, if applicable, which shall have provided the Trustee with evidence satisfactory to the Trustee of its interest in a certificate pursuant to Section 11.04) for a copy of any report required to be prepared by the Master Servicer herein, the Trustee shall forward such written request to the Master Servicer. To the extent such report is available to the Master Servicer, the Master Servicer shall deliver a copy thereof to the Trustee for delivery to the requesting Bondholder (or Bond Owner) at the address specified in such request. The request, reproduction and delivery of such report, shall be at the expense of the requesting Bondholder (or Bond Owner). (b) The Trustee covenants to furnish or cause to be furnished, promptly upon the written request of any Bondholder (or a Bond Owner which shall have certified to the Trustee that it is a Bond Owner of any such Class pursuant to Section 11.04) of a Class E or Class F Bond reasonably current Rule 144A Information (as defined below) to such Bondholder or to a prospective transferee of such a Bond (or interests in such Bond) designated by such Bondholder, as the case may be, in connection with the resale of such Bond or such interests by such Bondholder pursuant to Rule 144A. "Rule 144A Information" shall mean the information specified in Rule 144A(d)(4)(i) and (ii) under the 1933 Act. The Trustee shall advise the Master Servicer of any request by a Bondholder and shall consult with the Master Servicer as to the information to be supplied. Based upon such consultation and to the extent the Trustee is not in possession of reasonably current Rule 144A Information on the date of any such request, the Master Servicer shall, upon request from the Trustee, promptly provide the Trustee with reasonably current Rule 144A Information to the extent reasonably available. The Trustee and the Master Servicer may place its disclaimer on any such Rule 144A Information to the extent it is not the source of such information. (c) Neither Servicer shall be responsible for the accuracy or completeness of any information supplied to it by a Mortgagor or third party for inclusion in any report or information furnished or provided by the Master Servicer, the Special Servicer or the Trustee hereunder to the extent such information has been collected and received in accordance with Accepted Servicing Practices or Accepted Special Servicing Practices, as applicable. In addition to the other reports and information made available and distributed to the Issuer, the Trustee or the Bondholders pursuant to other provisions of this Agreement, each Servicer shall, in accordance with such reasonable rules and procedures as it may adopt (except with respect to the Trustee, which may include the requirement that an agreement governing the availability, use and disclosure of such information, and which may provide indemnification to such Servicer for any liability or damage that may arise therefrom, be executed to the extent such Servicer deems such action to be necessary or appropriate), also make available any information relating to the Mortgage Loans, the Mortgaged Properties or the Mortgagors for review by the Issuer, the Trustee, the Bondholders, each Rating Agency and any other Persons to whom such Servicer believes such disclosure is appropriate, in each case except to the extent doing so is prohibited by applicable law or by the Mortgage Loan Documents. Copies of any and all of the foregoing items shall be available from the Master Servicer, the Special Servicer or the Trustee, as applicable, upon request (subject to the exception in the preceding sentence). The Master Servicer, the Special Servicer and the Trustee shall be permitted to require payment (other than from a Rating Agency) of a sum sufficient to cover the reasonable costs and expenses incurred by it in providing copies of or access to any information requested in accordance with the previous sentence. (d) The Trustee shall mail or otherwise provide to any Person requesting a copy of the reports delivered to Bondholders pursuant to the first paragraph of clause (a) above, a copy of such reports. The Trustee shall be entitled to charge such Person a nominal fee to cover the cost of such mailing. (e) The Trustee is hereby authorized to furnish, to Bondholders and/or to the public any other information (such other information, collectively, "Additional Information") with respect to the Mortgage Loans, any Mortgaged Property or the Issuer as may be provided to it by the Issuer, the Master Servicer or Special Servicer or gathered by it in any investigation or other manner from time to time, provided that (A) any such Additional Information shall only be furnished with the consent or at the request of the Issuer, (B) the Trustee shall be entitled to indicate the source of all information furnished by it and the Trustee may affix thereto any disclaimer it deems appropriate in its sole discretion (including any warnings as to the confidential nature and/or the uses of such information as it may, in its sole discretion, determine appropriate), (C) the Trustee shall be entitled (but not obligated) to require payment from each recipient of a reasonable fee for, and its out-of-pocket expenses incurred in connection with, the collection assembly, reproduction or delivery of any such Additional Information and (D) the Trustee shall be entitled to distribute or make available such information in accordance with such reasonable rules and procedures as it may deem necessary or appropriate (which may include the requirement that an agreement that provides such information shall be used solely for purposes of evaluating the investment characteristics or valuation of the Bonds be executed by the recipient). Nothing herein shall be construed to impose upon the Trustee any obligation or duty to furnish or distribute any Additional Information to any Person in any instance, and the Trustee shall neither have any liability for furnishing nor for refraining from furnishing Additional Information in any instance. The Trustee shall be entitled (but not required) to require that any consent, direction or request given to it pursuant to this clause (e) be made in writing. Furthermore, the Trustee will supply to any Bondholder so requesting by telephone the Bond Interest Rates on any Class of Bonds for the current and the immediately preceding Interest Accrual Periods. SECTION 7.02 Distribution of Reports to the Trustee and the Issuer; Advances. On or prior to each Remittance Date, the Master Servicer shall furnish a written statement (and an electronic data file reasonably satisfactory to the Master Servicer and the Trustee) setting forth (i) the amounts available for deposit into the Bond Account and (ii) the amounts of any P&I Advances required to be made by the Master Servicer in connection with the related Payment Date. The determination by the Master Servicer of such amounts shall, in the absence of obvious error, be presumptively deemed to be correct for all purposes hereunder and the Trustee shall be protected in relying upon the same without any independent check or verification. To the extent such statement indicates one or more delinquencies in connection with which a related P&I Advance was not made by the Master Servicer, the Trustee shall commence an evaluation of whether a P&I Advance by the Trustee may be required and whether it would be a Nonrecoverable Advance; provided, however, that notwithstanding such examination, the Trustee shall have no responsibility for reviewing or confirming any decision made with respect to a P&I Advance by a Servicer. The Master Servicer shall promptly upon request provide to the Trustee such information as the Master Servicer may have to enable the Trustee to make such determination. In the event that the Master Servicer determines as of the Business Day preceding the Remittance Date that it will be unable to deposit in the Bond Account an amount equal to the P&I Advance required to be made for the immediately succeeding Payment Date, it shall give written notice to the Trustee of its inability to advance (such written notice may be given by telecopy), not later than 3:00 P.M., New York City time, on such Business Day, specifying the portion of such amount that it will be unable to deposit. Not later than 4:00 P.M., New York City time, on such Remittance Date the Trustee shall, unless by 3:00 P.M., New York City time, on such day the Trustee shall have been notified in writing (by telecopy) that the Master Servicer shall have directly or indirectly deposited in the Bond Account such portion of the amount of such P&I Advance as to which the Master Servicer shall have given notice pursuant to the preceding sentence deposit in the Bond Account on such Remittance Date an amount equal to such P&I Advance to the extent it determines it is not a Nonrecoverable Advance (but not Servicing Advances) for such Payment Date; provided, however, that if the Trustee is prohibited by law or regulation from obligating itself to make such Advances, then the Trustee shall not be obligated to make such Advances. Notwithstanding anything herein to the contrary, the Trustee not shall be required to make a Nonrecoverable Advance, and shall not be required to make a P&I Advance with respect to a Balloon Payment. The Trustee shall be entitled to interest on any P&I Advance made with respect to a Mortgage Loan. Such interest shall accrue at the Advance Rate from the date on which such Advance was made to but not including any Business Day on which the Trustee is reimbursed for such P&I Advance pursuant to this Agreement. Notwithstanding any other provisions contained herein to the contrary, the Trustee shall be reimbursed for any P&I Advances, together with interest thereon at the Advance rate, prior to the Servicers. The Trustee shall deposit all funds it receives pursuant to this Section 7.02 into the Bond Account. SECTION 7.03 Allocations of Realized Losses and Collateral Value Adjustments. On or prior to the fourth Business Day immediately preceding the applicable Payment Date, the Master Servicer shall determine and communicate to the Trustee the total amount of Realized Losses and Collateral Value Adjustment, if any, that resulted during the related Remittance Period. As soon as practicable following the occurrence of a Collateral Value Adjustment Event with respect to any Mortgage Loan (taking into account the time period necessary for the Master Servicer to obtain the Independent MAI appraisal for such purpose), the Master Servicer shall make a Collateral Value Adjustment determination with respect to such Mortgage Loan. The amount of each Realized Loss or Collateral Value Adjustment shall be evidenced by an Officers' Bond. All Realized Losses and Collateral Value Adjustments shall be allocated by the Trustee as follows in reduction of the related Class Balance: first, to the Class F Bonds until the Class Balance thereof has been reduced to zero; second, to the Class E Bonds until the Class Balance thereof has been reduced to zero; third, to the Class D Bonds until the Class Balance thereof has been reduced to zero; fourth, to the Class C Bonds until the Class Balance thereof has been reduced to zero; fifth, to the Class B Bonds until the Class Balance thereof has been reduced to zero, and the remainder of such Realized Losses and Collateral Value Adjustments to the Class A-1 and Class A-2 Bonds, pro rata, until their respective Class Balances have been reduced to zero. Amounts allocated to reduce the related Class Balance shall also reduce such Class' Voting Rights in proportion to the other Classes of Bonds. ARTICLE VIII THE ISSUER SECTION 8.01 Liability of the Issuer. The Issuer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Issuer herein. SECTION 8.02 Merger, Consolidation or Conversion of the Issuer. Subject to the following paragraph, the Issuer will keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Bonds or any of the Mortgage Loans and to perform its respective duties under this Agreement. The Issuer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in which case any Person resulting from any merger or consolidation to which the Issuer, shall be a party, or any Person succeeding to the business of the Issuer, shall be the successor of the Issuer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. SECTION 8.03 Limitation on Liability of the Issuer and Others. Neither the Issuer nor any of its directors, officers, employees or agents shall be under any liability to the Issuer or the Bondholders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Issuer or any such Person against any breach of warranties or representations made herein, or against any liability which would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of duties. The Issuer and any director, officer, employee or agent thereof may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Issuer shall not be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and in its opinion does not involve it in any expense or liability. ARTICLE IX DEFAULT SECTION 9.01 Events of Default. "Event of Default", wherever used herein, means with respect to any Servicer any one of the following events: (i) with respect to the Master Servicer, failure to remit when due to the Trustee for deposit into the Bond Account any amount (other than a P&I Advance) required to be remitted under the terms of this Agreement; with respect to the Special Servicer, failure to advance or remit to the Master Servicer or the Master Servicer, as required hereunder, any amount required to be advanced or remitted under the terms of this Agreement within one Business Day of the date required pursuant to the terms of this Agreement; or (ii) any failure on the part of such Servicer duly to observe or perform in any respect any other of the covenants or agreements on the part of such Servicer contained in this Agreement which materially and adversely affects the interests of the Bondholders and which continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to such Servicer by the Issuer or the Trustee, or to such Servicer (with a copy to the Issuer, the Trustee, and the other Servicer) by the Holders of Bonds entitled to at least 25% of the Voting Rights of any Class affected thereby; or (iii) any breach of the representations and warranties contained in Section 2.03(b) which materially and adversely affects the interests of the Bondholders and which continues unremedied for a period of 30 days after the date on which notice of such breach, requiring the same to be remedied, shall have been given to such Servicer by the Issuer or the Trustee or to such Servicer (with a copy to the Issuer, the Trustee and the other Servicer) by the Holders of Bonds entitled to at least 25% of the Voting Rights of any Class affected thereby; or (iv) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or appointing a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against such Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; or (v) such Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of, or relating to, such Servicer or of, or relating to, all or substantially all of the property of Servicer; or (vi) such Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of, or commence a voluntary case under, any applicable insolvency or reorganization statute, make assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (vii) any notice from each Rating Agency with respect to such Servicer that if such Servicer were to remain in such capacity, a qualification, withdrawal or downgrade of any rating on the Bonds would result; or (viii) any failure by the Master Servicer to make a P&I Advance required pursuant to Sections 4.05 and 7.02 hereof; then, and in each and every such case, so long as an Event of Default shall not have been remedied, the Trustee may, and at the written direction of the Holders of Bonds entitled to, at least 25% of all of the Voting Rights, the Trustee shall, by notice in writing to such Servicer, with a copy of such notice to the Issuer, subject to Section 13.12, terminate all of the rights and obligations of such Servicer as such Servicer under this Agreement and in and to the Mortgage Loans and the proceeds thereof. From and after the receipt by such Servicer of such written notice, all authority and power of the such Servicer under this Agreement, shall pass to and be vested in the Trustee pursuant to and under this Section, and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the such Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. Each Servicer agrees promptly (and in any event no later than ten Business Days subsequent to such notice) to provide the Trustee or another successor Servicer designated by the Trustee with all documents and records requested by it to enable it to assume such Servicer's functions hereunder, and to cooperate with the Trustee in effecting the termination of such Servicer's responsibilities and rights hereunder. Any cost or expenses in connection with any actions to be taken by a Servicer that is being terminated pursuant to this Section 9.01 shall be borne by the Servicer that is being terminated and to the extent not paid by the Servicer that is being terminated, such expense shall be borne by the Issuer and shall not be an expense of any successor Servicer. Subject to Section 11.01(c)(iv), for purposes of this Section 9.01, the Trustee shall not be deemed to have knowledge of an Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof, or unless notice of any event which is in fact such an Event of Default is received by the Trustee and such notice references the Bonds, the Issuer or this Agreement. SECTION 9.02 Trustee to Act; Appointment of Successor. On and after the time a Servicer receives a notice of termination pursuant to Section 9.01, the Trustee shall be the successor in all respects to such Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such Servicer by the terms and provisions hereof provided, further, that any failure to perform such duties or responsibilities caused by such Servicer's failure to provide information or monies required by this Agreement shall not be considered a default by the Trustee hereunder. The Trustee shall not be liable for any of the representations and warranties of such Servicer or for any losses incurred by such Servicer hereunder nor shall the Trustee be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to the servicing fees and all funds relating to the Mortgage Loans which such Servicer would have been entitled to if such Servicer had continued to act hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act or if the Holders of Bonds entitled to at least more than 25% of all of the Voting Rights so request in writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction for the appointment of, a loan servicing institution with (a) a net worth at the time of such appointment of at least $15,000,000 and (b) whose appointment will not result in a downgrade, withdrawal or qualification of the rating on any Class of Bonds by any Rating Agency as evidenced in writing, to act as a successor to such Servicer pursuant to Section 13.12 of this Agreement. Pending appointment of a successor to such Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. The Trustee and any such successor may agree upon the servicing compensation to be paid, which in no event may be greater than the compensation payable to the Master Servicer under this Agreement. SECTION 9.03 Notification to Bondholders. (a) Upon any such termination pursuant to Section 9.01 above, any appointment of a successor to the Master Servicer pursuant to Section 9.02, or any appointment of a successor Special Servicer pursuant to Section 13.12, the Trustee shall give prompt written notice thereof to Bondholders and each Rating Agency at their respective addresses appearing in the Bond Register. (b) Not later than the later of 60 days after the occurrence of any event which constitutes or, with notice or lapse of time or both, would constitute an Event of Default and not more than five (5) days after a Responsible Officer becomes aware of the occurrence of such event, the Trustee shall transmit by mail to the Issuer and all Bondholders notice of such occurrence, unless such default shall have been cured or waived. SECTION 9.04 Waiver of Events of Default. The Holders representing at least 66-2/3% of the Voting Rights exclusive of any Bonds owned by either the Servicer or an affiliate thereof evidenced by all Classes of Bonds affected by any Event of Default hereunder may waive such Event of Default; provided, however, that an Event of Default under clause (i) or clause (viii) of Section 9.01 may be waived only by all of the Bondholders. Upon any such waiver of an Event of Default, such Event of Default shall cease to exist and shall be deemed to have been remedied for every purpose hereunder, except that no Event of Default under Section 9.01(viii) shall be deemed so waived or cured unless and until the Trustee has been reimbursed in full for all P&I Advances, together with interest thereon at the Advance Rate, which it may have made hereunder. The Trustee shall be entitled to reimbursement from the Issuer for any expenses incurred by the Trustee or successor Servicer in connection with assuming the duties of a Servicer following the occurrence of an Event of Default if following the termination of such Servicer pursuant to this Agreement, the Bondholders elect to waive such Event of Default and reinstate the terminated Servicer. No such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Event of Default pursuant to this Section 9.04, Bonds registered in the name of the Issuer or any Affiliate of the Issuer shall be entitled to Voting Rights with respect to the matters described above. SECTION 9.05 Additional Remedies of Trustee Upon Event of Default. During the continuance of any Event of Default, so long as such Event of Default shall not have been remedied, the Trustee, in addition to the rights specified in Sections 9.01 and 9.02, shall have the right, in its own name and as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Bondholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default. ARTICLE X [RESERVED] ARTICLE XI MONITORING BONDHOLDER; DIRECTING BONDHOLDER SECTION 11.01 Monitoring Bondholders and Directing Bondholder. (a) Each Monitoring Bondholder is hereby deemed to have agreed by virtue of its purchase of a Bond to provide its name and address to the Trustee and to notify the Trustee of the transfer of any Bond of a Monitoring Class the selection of a Directing Bondholder or the resignation or removal thereof. The Directing Bondholder is hereby deemed to have agreed by virtue of its purchase of a Bond to notify the Trustee when such Bondholder is appointed Directing Bondholder and when it is removed or resigns. Notwithstanding any other provisions contained herein, the Trustee shall be required to give any notice, direction or information with respect to any Monitoring Bondholder or Directing Bondholder only to the extent the Trustee received the relevant information, as set forth in this Section 11.01(a). (b) Within thirty (30) days of the Delivery Date, the Trustee shall notify the Monitoring Bondholders that they may select a Directing Bondholder for purposes of Sections 6.03 and 6.11 of this Agreement. Such notice shall set forth the process established by the Trustee in order to select a Directing Bondholder. (c) A "Monitoring Class" as of any time of determination shall be the following Class or Classes of Bonds: (i) if the Class outstanding with the most subordinate Class of Bonds represents at least __% by Class Balance of all the Bonds, such Class only; (ii) otherwise, each Class, in reverse order of seniority, but only to the extent necessary to represent, in the aggregate, at least __% by Class Balance of all the Bonds. (d) Once a Directing Bondholder has been selected pursuant to clause (b) above, each of the Servicer, the Issuer, the Trustee and each other Bondholder (or Bond Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Monitoring Bondholders, by Bond Balance, or such Directing Bondholder shall have notified the Trustee and each other Monitoring Bondholder, in writing, of the resignation of such Directing Bondholder or the selection of a new Directing Bondholder. Upon the resignation of a Directing Bondholder, the Trustee shall request the Monitoring Bondholders to select a new Directing Bondholder. (e) Within two (2) Business Days (or as soon thereafter as practicable if Monitoring Bonds are held as Book-Entry Bonds) of receiving a request from the Special Servicer pursuant to Section 6.03(a) the Trustee shall deliver to the Special Servicer and the Master Servicer a list of each Monitoring Bondholder and the Directing Bondholder including names and addresses. In addition to the foregoing, within two (2) Business Days of receiving notice of the selection of a new Directing Bondholder or the existence of a new Monitoring Bondholder, the Trustee shall notify the Special Servicer. (f) If at any time a Book-Entry Bond belongs to a Monitoring Class, the Trustee shall notify the related Bondholders (through the Depository, unless the Trustee shall have been previously provided with the name and address of the related Bond Owner) of such event and shall request that it be informed of any change in the identity of the related Bond Owner from time to time. (g) Until it receives notice to the contrary each of the Servicers and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Monitoring Bondholders and the Directing Bondholder. SECTION 11.02 Powers of Attorney. The Trustee shall execute and deliver any powers of attorney prepared and delivered to it by each Servicer pursuant to Sections 4.01(b) and 6.03(b). Each Servicer hereby agrees to indemnify and hold harmless the Trustee for all liabilities, costs and expenses incurred by the Trustee in connection with the negligent or willful misuse of any such power of attorney by such Servicer. ARTICLE XII TERMINATION SECTION 12.01 Termination Upon Liquidation of All Mortgage Loans (a) The respective obligations and responsibilities under this Agreement of the Issuer, the Master Servicer, the Special Servicer and the Trustee shall terminate upon the earlier of (i) payment to the Trustee of all amounts held by or on behalf of the Master Servicer or Special Servicer and required hereunder to be so paid on the first Master Servicer Remittance Date following the end of the Collection Period in which occurs the final payment or other liquidation of the last Mortgage Loan or REO Property subject hereto and (ii) satisfaction and discharge of the Indenture and receipt by each of the Master Servicer and the Special Servicer of all amounts then payable or reimbursable thereto hereunder. (b) Subject to the receipt thereby of all amounts then payable or reimbursable thereto hereunder, each of the Master Servicer and the Special Servicer acknowledges and agrees that, upon the satisfaction and discharge of the Indenture as described in clause (ii) above, it shall promptly (and in any event no later than____ Business Days) following its receipt of notice of such satisfaction and discharge from the Trustee provide the Issuer with all documents and records in its possession and shall cooperate with the Issuer or its designee in effecting the termination of the Master Servicer's or Special Servicer's, as the case may be, responsibilities and rights with respect to the Mortgage Loans, including, without limitation, the transfer within_____ Business Days to the Issuer of all cash amounts which shall at the time be or should have been credited by the Master Servicer to the Collection Account or any Servicing Account or by the Special Servicer to the REO Account, the Collection Account or any Servicing Account or thereafter be received by or on behalf of it with respect to any Mortgage Loan or REO Property. Any costs or expenses in connection with any actions to be taken by the Master Servicer or Special Servicer pursuant to this paragraph shall be borne by the Master Servicer or Special Servicer, as the case may be. ARTICLE XIII MISCELLANEOUS PROVISIONS SECTION 13.01 Amendment. (a) This Agreement may be amended from time to time by the Issuer, the Master Servicer, the Special Servicer and the Trustee, without the consent of any of the Bondholders, (i) to cure any ambiguity, (ii) to correct or supplement any provisions herein which may be inconsistent with any other provisions herein or (iii) to make any other provisions with respect to matters or questions arising hereunder which shall not be inconsistent with the provisions hereof, provided that such action shall not, as evidenced by an Opinion of Counsel delivered to the Trustee, adversely affect in any material respect the interests of any Bondholder; provided further, however, that an Opinion of Counsel shall not be required if each Rating Agency then rating the Bonds shall have confirmed in writing that immediately following such amendment such Rating Agency will not qualify, lower or withdraw its rating on the Bonds as a result of such amendment. (b) This Agreement may also be amended from time to time by the Issuer, the Master Servicer, the Special Servicer and the Trustee with the consent of the Holders of Bonds affected thereby entitled to at least 51% of the Voting Rights for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders of Bonds; provided, however, that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Bond without the consent of the Holder of such Bond, (ii) adversely affect in any material respect the interests of the Holders of any Class of Bonds in a manner other than as described in (i) without the consent of the Holders of all Bonds of such Class, or (iii) reduce the aforesaid percentages of Bonds the Holders of which are required to consent to any such amendment without the consent of the Holders of all Bonds then outstanding. Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01, Bonds registered in the name of the Issuer, the Master Servicer, the Special Servicer or any Affiliate of the Issuer, the Master Servicer or the Special Servicer shall be entitled to Voting Rights with respect to matters described in clauses (i) and (ii) of this paragraph affecting such Bonds. (c) Promptly after the execution of any such amendment, the Trustee shall furnish a statement describing the amendment to each Bondholder and each Underwriter and a copy of such amendment to each Rating Agency. (d) It shall not be necessary for the consent of Bondholders under this Section 13.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Bondholders shall be subject to such reasonable regulations as the Trustee may prescribe. (e) The Trustee may but shall not be obligated to enter into any amendment pursuant to this Section that affects its rights, duties and immunities under this Agreement or otherwise. (f) The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or (c) shall be borne by the Person seeking the related amendment. (g) Prior to the execution of any amendment to this Agreement, the Issuer, the Master Servicer, the Special Servicer and the Trustee shall be entitled to receive and rely upon an Opinion of Counsel, at the expense of the party requesting such amendment, stating that the execution of such amendment is authorized or permitted by this Agreement. SECTION 13.02 Recordation of Agreement; Counterparts. (a) To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Master Servicer at the expense of the Issuer on direction by the Trustee, but only upon direction accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Bondholders; provided, however, that the Trustee shall have no obligation or responsibility to determine whether any such recordation of this Agreement is required. (b) For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. SECTION 13.04 Governing Law. This Agreement shall be construed in accordance with the internal laws of the State of New York and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. SECTION 13.05 Notices. Any communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if (a) personally delivered, (b) mailed by registered mail, postage prepaid, return receipt requested, and received by the addressee, (c) sent by express courier delivery service and received by the addressee, or (d) transmitted by telex, telecopy or telegraph and confirmed by a writing delivered by means of (a), (b) or (c), to: (i) in the case of the Issuer, Imperial Credit Commercial Mortgage Acceptance Corp., Attention: __________, telecopy number: __________; (ii) in the case of the Master Servicer and Special Servicer, ____________________, _____________________, Attention: __________, telephone number: __________, telecopy number: __________; (iii) in the case of the Trustee, ____________________, Attention: __________, telephone number: __________, telecopy number: __________; (iv) in the case of the Mortgage Loan Seller, to ____________________, ____________________, Attention: __________, telecopy number: __________; and (v) in the case of the Rating Agencies, (A) ____________________, ____________________, Attention: ___________, telephone number: ___________, telecopy number: ____________________, (B) ____________________, ____________________, Attention: __________, telephone number: __________, telecopy number: __________, and (C) ____________________, ____________________, Attention: __________, telephone number: __________, telecopy number: __________; or as to each such Person such other address as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered to a Bondholder shall be sent to the address of such Holder as shown in the Bond Register. SECTION 13.06 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Bonds or the rights of the Holders thereof. SECTION 13.08 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by each Servicer, the Trustee and the respective successors and assigns thereof and shall inure to the benefit of the Bondholders. SECTION 13.09 Article and Section Headings. The article and section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof. SECTION 13.10 Notices and Information to Rating Agencies. (a) The Trustee shall use its best efforts promptly to provide notice to the Rating Agencies with respect to each of the following of which it has actual knowledge: (i) any material change or amendment to this Agreement; (ii) the occurrence of any Event of Default; (iii) the resignation or termination of the Master Servicer or the Special Servicer; (iv) the repurchase of Mortgage Loans pursuant to Section 2.04(a); (v) the final payment to any Class of Bondholders; and (vi) any change in the location of the Bond Account. (b) The Master Servicer shall use its best efforts promptly to provide notice to the Rating Agencies with respect to any determination by the Master Servicer that an Advance with respect to a Mortgage Loan constitutes (or would, if made, constitute) a Nonrecoverable Advance under this Agreement. (c) The Master Servicer shall promptly furnish to the Rating Agencies copies of the following: (i) each of its annual statements as to compliance described in Section 3.07, (ii) each of its annual independent public accountants' servicing reports described in Section 3.08, (iii) the most current rent rolls and financial statements available from time to time with respect to any Mortgaged Property or any Mortgagor, (iv) each report and statement pursuant to Sections 4.08 and 7.01, (v) other information the Rating Agencies may reasonably request consistent with the Master Servicer's servicing duties hereunder, and (vi) notice of the resignation or termination of the Trustee. (d) All parties shall provide such information as each Rating Agency may reasonably require, from time to time, through an electronic medium and format reasonably acceptable to, and reasonably requested by, each Rating Agency. SECTION 13.12 Successor to a Servicer. (a) The termination of any Servicer's responsibilities and duties pursuant to Section 3.11 or Section 9.01 hereof, the Trustee shall either (i) succeed (as of the date of such succession) to and assume all of such Servicer's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor that shall succeed (as of the date of such succession) to all rights and assume all of the responsibilities and duties of such Servicer under this Agreement. In the event that any Servicer's duties and responsibilities under this Agreement are terminated pursuant to the aforementioned Sections, such Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof (if such dates are not the same) with the same degree of diligence and prudence that it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor, any other Servicer. The termination of a Servicer's responsibilities and duties under this Agreement pursuant to the aforementioned Sections shall not become effective until a successor shall be appointed pursuant to this Section 13.12 (or until the Trustee succeeds to and assumes all of such Servicer's responsibilities under this Agreement) and shall in no event relieve such Servicer of the covenants, representations and warranties made herein and the remedies available under this Agreement. The provisions of Section 3.10 hereof shall be applicable to each Servicer, to the extent of claims against the Servicer arising out of the Servicer's actions or failure to act prior to termination, notwithstanding any termination of such Servicer's responsibilities and duties under this Agreement or the termination of this Agreement. A successor Servicer shall not, by reason of its appointment or assumption of the duties and responsibilities of another Servicer, assume any of the liabilities of such Servicer. (b) Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee and each Servicer, an instrument accepting such appointment, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities and obligations of the Servicer it is succeeding, with like effect as if originally named as a party to this Agreement. Any resignation or termination of a Servicer pursuant to Section 3.11 or Section 9.01 hereof shall not affect any rights or claims that any Servicer may have with respect to or against the Issuer or another Servicer, in any case arising prior to any such termination or resignation. The appointment of a successor Servicer shall not be effective until the Trustee shall have received written confirmation from each Rating Agency that such appointment will not result in the withdrawal, qualification or downgrade of the rating on any Bond. (c) Upon its termination or resignation, the terminated or resigning Servicer shall immediately deliver to the successor the funds in any account maintained by such Servicer pursuant to this Agreement (net of all unpaid Servicing Fees payable to it, and, in the case of the Master Servicer, unreimbursed Advances advanced by it and interest on such Advances at the Advance Rate), any Mortgage Loan Documents in such Servicer's possession and related documents and statements held by it hereunder and such Servicer shall account for all funds. Such Servicer shall execute and deliver such instruments and do all such other things as may reasonably be required to more fully and definitely vest and confirm in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of such Servicer. The successor shall promptly make arrangements to reimburse such Servicer for amounts such Servicer actually expended, unreimbursed Advances with interest at the Advance Rate and amounts owed to such Servicer in respect of unpaid Servicing Fees and additional servicing compensation pursuant to this Agreement that would otherwise have been recovered by such Servicer pursuant to this Agreement but for the appointment of the successor servicer, net of any amounts owed by such Servicer hereunder. IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case as of the day and year first above written. ICCMAC TRUST [______], Issuer By: __________________________, not in its individual capacity but solely as Owner Trustee By: ____________________________ Name: ____________________________ Title: ____________________________ ____________________________, Master Servicer and Special Servicer By: ____________________________ Name: ____________________________ Title: ____________________________ ____________________________, Trustee By: ____________________________ Name: ____________________________ Title: ____________________________ STATE OF NEW YORK ) )ss.: COUNTY OF NEW YORK ) On the ____ day of __________, 199__ before me, a notary public in and for said State, personally appeared ____________________ known to me to be a __________ of ________________________________, the ______________ that executed the within instrument, and also known to me to be the person who executed it on behalf of said __________________, and acknowledged to me that such _________________ executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. ____________________________ Notary Public [Notarial Seal] STATE OF NEW YORK ) )ss.: COUNTY OF NEW YORK ) On the day of __________, 199__, before me, a notary public in and for said State, personally appeared ___________ known to me to be ______________________ of _____________________, one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. ____________________________ Notary Public [Notarial Seal] STATE OF ) )ss.: COUNTY OF ) On the ____ day of __________, 199__, before me, a notary public in and for said State, personally appeared _____________________________ known to me to be _______________________ of ___________________, one of the corporations that executed the within instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. ____________________________ Notary Public [Notarial Seal] EXHIBIT A MORTGAGE LOAN SCHEDULE EXHIBIT B FORM OF REQUEST FOR RELEASE AND RECEIPT OF DOCUMENTS To: [Trustee Name and Address] Re: Colalteralized Mortgage Bonds, Series __________ In connection with the administration of the Mortgage Loans held by you as the Trustee, we request the release of the (Trustee's Mortgage File/[specify documents]) for the Mortgage Loan described below, for the reason indicated. The undersigned agrees to acknowledge receipt of such Mortgage Loan File promptly upon receipt. Mortgagor's Name, Address & Zip Code: Mortgage Loan Number Reason for Requesting Documents (check one) _________ 1. Mortgage Loan paid in full. (Servicer hereby certifies that all amounts received in connection therewith have been credited or will be escrowed as provided in the Servicing Agreement.) _________ 2. Mortgage Loan Liquidated. (Servicer hereby certifies that all proceeds of foreclosure, insurance or other liquidation have been finally received and credited to or will be escrowed pursuant to the Servicing Agreement.) _________ 3. Mortgage Loan in Foreclosure. _________ Other(explain) __________________________________________________ If item 1 or 2 above is checked, and if all or part of the Trustee's Mortgage File was previously released to us, please release to us our previous receipt on file with you, as well as any additional documents in your possession relating to the above specified Mortgage Loan. If item 3 or 4 is checked, upon our return of all of the above documents to you as Trustee, please acknowledge your receipt by signing in the space indicated below, and returning this form. [Servicer] By: ____________________________ Name: ____________________________ Title: ____________________________ Date: ____________________________ Documents returned to Trustee: By: ____________________________ Name: ____________________________ Title: ____________________________ Date: ____________________________ EX-4.3 7 FORM OF DEPOSIT TRUST AGREEMENT ================================================================================ DEPOSIT TRUST AGREEMENT dated as of ___________, 199_ between IMPERIAL CREDIT COMMERCIAL MORTGAGE ACCEPTANCE CORP. as Depositor and Initial Holder of the Owner Trust Certificates, and ________________________________ as Owner Trustee ICCMAC COMMERCIAL TRUST [______] ================================================================================ TABLE OF CONTENTS Page PRELIMINARY STATEMENT ARTICLE I DEFINITIONS Accrued Bond Interest.......................................................... Accrued Certificate Interest................................................... Administration Agreement....................................................... Administration Fee............................................................. Administrative Expenses........................................................ Administrator.................................................................. Affiliate...................................................................... Agent.......................................................................... Aggregate Certificate Principal Balance........................................ Aggregate Stated Principal Balance............................................. Assignment of Leases........................................................... Available Funds................................................................ [Bank]......................................................................... Bond Account................................................................... Bond Register.................................................................. Bondholder..................................................................... Bonds.......................................................................... Business Day................................................................... Business Trust Statute......................................................... Certificate Account............................................................ Certificate of Trust........................................................... Certificate Register........................................................... Certificate Registrar.......................................................... Certificateholder or Holder.................................................... Certificateholder Funds........................................................ Class.......................................................................... Class A-1 Bonds................................................................ Class A-2 Bonds................................................................ Class B Bonds.................................................................. Class C Bonds.................................................................. Class D Bonds.................................................................. Class E Bonds.................................................................. Class F Bonds.................................................................. Class [P] Certificate.......................................................... Class [R] Certificate.......................................................... Class [XS] Certificate......................................................... Closing Date................................................................... Code........................................................................... Collection Account............................................................. Collection Period.............................................................. Corporate Trust Office......................................................... Cut-off Date................................................................... Depositor...................................................................... Deposit Trust Agreement........................................................ Depository..................................................................... Depository Representation Letter............................................... Eligible Trustee............................................................... ERISA.......................................................................... Governmental Authority......................................................... Indenture...................................................................... Indenture Trustee.............................................................. Indenture Trustee Fee.......................................................... IRS............................................................................ Lien........................................................................... Mortgage....................................................................... Mortgage Loan.................................................................. Mortgage Loan Documents........................................................ Mortgage Loan Purchase Agreement............................................... Mortgage Note.................................................................. Mortgage Loan Seller........................................................... Mortgaged Property............................................................. Mortgagor...................................................................... 1933 Act....................................................................... 1940 Act....................................................................... Officers' Certificate.......................................................... Operative Agreements........................................................... Opinion of Counsel............................................................. Overcollateralization Amount................................................... Owner Trust Certificates....................................................... Owner Trustee.................................................................. Owner Trustee Fee.............................................................. Payment Date................................................................... Percentage Interest............................................................ Person......................................................................... QIB............................................................................ QRS............................................................................ Rating Agency.................................................................. Record Date.................................................................... REIT........................................................................... REO Loan....................................................................... REO Property................................................................... Responsible Officer............................................................ Trust.......................................................................... Trust Estate................................................................... UCC Financing Statement........................................................ Underwriting Agreement......................................................... Underwriter(s)................................................................. Uniform Commercial Code........................................................ Voting Rights.................................................................. ARTICLE II AUTHORITY TO EXECUTE AND PERFORM VARIOUS DOCUMENTS; DECLARATION OF BUSINESS TRUST SECTION 2.1 Declaration of Business Trust................................... SECTION 2.2 Transfer of Trust Estate to Owner Trustee....................... SECTION 2.3 Authority to Execute and Perform Various Documents.............. SECTION 2.4 Execution and Delivery of Owner Trust Certificates.............. SECTION 2.5 Activities of the Trust......................................... ARTICLE III ESTABLISHMENT OF CERTIFICATE ACCOUNT SECTION 3.1 Establishment of Certificate Account; Deposits in Certificate Account..................... ......... SECTION 3.2 Permitted Withdrawals From the Certificate Account.............. ARTICLE IV RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME FROM THE TRUST ESTATE SECTION 4.1 Distribution of Payments........................................ SECTION 4.2 Payments........................................................ SECTION 4.3 Statements to Certificateholders................................ SECTION 4.4 Access to Certain Documentation and Information................. SECTION 4.5 Compliance with Withholding Requirements........................ ARTICLE V DUTIES OF THE OWNER TRUSTEE SECTION 5.1 Notice of Certain Events; Action by the Owner Trustee........... SECTION 5.2 Distribution of Reports......................................... SECTION 5.3 Action Required Only if Owner Trustee is Indemnified............ SECTION 5.4 No Duties Except as Specified in Deposit Trust Agreement or Instructions................................................. ARTICLE VI THE OWNER TRUSTEE SECTION 6.1 Acceptance of Trust and Duties.................................. SECTION 6.2 Limited Representations or Warranties of the Owner Trustee...... SECTION 6.3 Trust Accounts.................................................. SECTION 6.4 Reliance; Advice of Counsel..................................... SECTION 6.5 Not Acting in Individual Capacity............................... SECTION 6.6 Books and Records; Tax Election................................. ARTICLE VII COMPENSATION, REIMBURSEMENT AND INDEMNIFICATION OF THE OWNER TRUSTEE SECTION 7.1 Compensation of the Owner Trustee............................... SECTION 7.2 Reimbursement and Indemnification of the Owner Trustee.......... SECTION 7.3 Not Obligations of the Trust.................................... ARTICLE VIII TERMINATION OF DEPOSIT TRUST AGREEMENT SECTION 8.1 Termination..................................................... SECTION 8.2 Further Assurances by the Owner Trustee upon Termination........ SECTION 8.3 Insolvency of a Certificateholder............................... ARTICLE IX SUCCESSOR OWNER TRUSTEES, CO-OWNER TRUSTEES AND SEPARATE OWNER TRUSTEES SECTION 9.1 Resignation of the Owner Trustee; Appointment of Successor...... SECTION 9.2 Co-Trustees and Separate Trustees............................... SECTION 9.3 Notice 34 ARTICLE X SUPPLEMENTS AND AMENDMENTS SECTION 10.1 Supplements and Amendments..................................... SECTION 10.2 Limitation on Amendments....................................... SECTION 10.3 Additional Amendment Provisions................................ ARTICLE XI REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEPOSITOR SECTION 11.1 Representations and Warranties of the Depositor................ SECTION 11.2 Accrued Interest, Etc.......................................... SECTION 11.3 Additional Covenants of the Depositor.......................... ARTICLE XII TRANSFER OF INTEREST OF THE DEPOSITOR SECTION 12.1 Registration of Transfer and Exchange of Owner Trust Certificates................................................... SECTION 12.2 Mutilated, Destroyed, Lost or Stolen Owner Trust Certificates................................................... SECTION 12.3 Persons Deemed Owners.......................................... SECTION 12.4 Access to Names and Addresses.................................. SECTION 12.5 Actions of Certificateholders.................................. SECTION 12.6 Transferee's Agreement......................................... ARTICLE XIII MISCELLANEOUS SECTION 13.1 No Legal Title to Trust Estate in the Certificateholder........ SECTION 13.2 Action by the Owner Trustee is Binding......................... SECTION 13.3 Limitation on Rights of Others................................. SECTION 13.4 Notices........................................................ SECTION 13.5 Severability................................................... SECTION 13.6 Limitation on the Depositor's and the Certificateholders' Respective Liability........................................... SECTION 13.7 Separate Counterparts.......................................... SECTION 13.8 Successors and Assigns......................................... SECTION 13.9 Headings....................................................... SECTION 13.10 Governing Law................................................. SECTION 13.11 Administration of Trust....................................... SECTION 13.12 Performance by the Depositor or the Administrator............. SECTION 13.13 Conflict with Indenture and Servicing and Administration Agreement...................................... SECTION 13.14 No Implied Waiver............................................. SECTION 13.15 Third Party Beneficiary....................................... SECTION 13.16 References.................................................... SECTION 13.17 Streit Act.................................................... Schedule I - Mortgage Loan Schedule Exhibit A-1 - Form of Class [P] Certificate Exhibit A-2 - Form of Class [XS] Certificate Exhibit A-3 - Form of Class [R] Certificate DEPOSIT TRUST AGREEMENT DEPOSIT TRUST AGREEMENT, dated as of ________________, 199_, between IMPERIAL CREDIT COMMERCIAL MORTGAGE ACCEPTANCE CORP., a California corporation, as Depositor and initial holder of the Owner Trust Certificates, and _________________________________________, a ____________________, as Owner Trustee. PRELIMINARY STATEMENT The Depositor (as defined herein) desires to form the trust to be created hereby (the "Trust") for the purpose of (i) accepting from the Depositor, and holding for the benefit of the Holders (as defined herein) of the Owner Trust Certificates (as defined herein), the Trust Estate (as defined herein), (ii) issuing pursuant to the Indenture nonrecourse Collateralized Mortgage Bonds, Series 199_-__ (the "Bonds"), in [seven] classes designated as the "Class A-1 Bonds", the "Class A-2 Bonds", the "Class B Bonds", the "Class C Bonds", the "Class D Bonds", the "Class E Bonds" and the "Class F Bonds", respectively, and secured by, among other things, a lien on the Mortgage Loans (as defined herein), and distributing to the Depositor the Bonds or the proceeds from the sale thereof, (iii) issuing Owner Trust Certificates in three classes designated as the "Class [P] Certificates", the "Class [XS] Certificates" and the "Class [R] Certificates", respectively, collectively 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. _________________________, a ________________________________, is willing to act as trustee hereunder (in its individual capacity, the "[Bank]", and solely in its capacity as owner trustee hereunder, with its successors in interest in such capacity and its permitted assigns, the "Owner Trustee") 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 All capitalized terms used herein and not otherwise defined, unless the context otherwise requires, shall have the meanings set forth below or, if not defined below, in the Indenture. (In the event that a capitalized term used herein is defined both in this Deposit Trust Agreement and in the Indenture, the definition appearing herein shall control.) "Accrued Bond Interest" shall mean interest accrued and payable on the Bonds from time to time in accordance with the terms of the Indenture. "Accrued Certificate Interest" shall mean: with respect to the Class [P] Certificates for any Payment Date, one month's interest (calculated on the basis of a 360-day year consisting of twelve 30-day months) at _____% per annum on the Aggregate Certificate Principal Balance of the Class [P] Certificates immediately prior to the related Payment Date; and with respect to the Class [XS] Certificates for any Payment Date, the excess, if any, of (a) the aggregate of all payments received on the Mortgage Loans during the related Collection Period that are allocable to interest thereon, over (b) the aggregate of (i) all Accrued Bond Interest payable on the Bonds and all Accrued Certificate Interest payable on the Class [P] Certificates on such Payment Date and (ii) any unpaid Administrative Expenses due as of such Payment Date. "Administration Agreement" shall mean the administration agreement, dated as of _________________, 199_, between the Owner Trustee (on behalf of the Trust) and the Administrator, pursuant to which the Administrator is required to perform various obligations of the Trust under the Indenture. "Administration Fee" shall mean the monthly fee payable to the Administrator as provided in the Administration Agreement. "Administrative Expenses" shall mean the Indenture Trustee Fee, the Owner Trustee Fee and the Administration Fee and the ongoing fees of the Rating Agencies payable under the Indenture. "Administrator" shall mean the Person acting as the "Administrator" from time to time under the Administration Agreement, which initially shall be ___________________. "Affiliate" shall mean, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. 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, by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the meaning of "control". "Agent" shall mean any agent or attorney of the Owner Trustee appointed by the Owner Trustee to execute one or more of the trusts or powers hereunder. "Aggregate Certificate Principal Balance" shall mean, with respect to the Class [P] Certificates, as of any date of determination, the then aggregate principal balance of all Class [P] Certificates. The initial Aggregate Certificate Principal Balance of the Class [P] Certificates shall be $_______________. The Aggregate Certificate Principal Balance of the Class [P] Certificates shall be reduced on each Payment Date by the amount of any payments of principal made thereon on such date pursuant to Section 4.2, and shall be further reduced on each Payment Date by the amount, if any, that the Aggregate Certificate Principal Balance of the Class [P] Certificates immediately following the payments of principal to be made on such Owner Trust Certificates on such Payment Date, exceeds the Overcollateralization Amount that will be outstanding immediately following such Payment Date. "Aggregate Stated Principal Balance" shall mean as of any date of determination, the then aggregate scheduled unpaid principal balance of all the Mortgage Loans (and any successor REO Loans), calculated as set forth in the Servicing Agreement. "Assignment of Leases" shall mean with respect to any Mortgaged Property, any assignment of leases, rents and profits or similar document executed by the Mortgagor in connection with the origination of the related Mortgage Loan. "Available Funds" shall have the meaning assigned to such term in the Indenture. "[Bank]" shall have the meaning assigned to that term in the preliminary statement above. "Bond Account" shall mean the segregated trust account established in the name of the Indenture Trustee pursuant to Section 8.02 of the Indenture. "Bond Register" shall mean the register of Bonds maintained pursuant to the Indenture. "Bondholder" shall mean those Persons holding the Bonds from time to time as shown on the Bond Register maintained under the Indenture. "Bonds" shall have the meaning assigned to that term in the preliminary statement above. "Business Day" shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in New York, New York, _____________, _______________ or any other city specified in the definition of Business Day in the Indenture, are authorized or obligated by law or executive order to be closed. "Business Trust Statute" shall have the meaning assigned to that term in Section 2.1. "Certificate Account" shall mean the segregated trust account established in the name of the Owner Trustee pursuant to Section 3.1 of this Deposit Trust Agreement. "Certificate of Trust" shall have the meaning assigned to that term in Section 2.1. "Certificate Register" and "Certificate Registrar" shall mean the register of Owner Trust Certificates maintained, and the registrar appointed, respectively, pursuant to Section 12.1. "Certificateholder" or "Holder" shall mean, with respect to any Owner Trust Certificate, the Person in whose name such Owner Trust Certificate is registered on the Certificate Register. Initially, the Depositor shall be the sole Holder of all the Owner Trust Certificates. "Certificateholder Funds" shall mean, with respect to any Payment Date, an amount equal to all amounts on deposit in the Certificate Account as of the commencement of business on such Payment Date, net of (i) any amounts payable or reimbursable to the Owner Trustee from the Certificate Account pursuant to Sections 7.2 hereunder and (ii) any amounts deposited in the Certificate Account in error. "Class" shall mean all of the Owner Trust Certificates or Bonds, as the case may be, having the same alphabetical and/or numerical class designation. "Class A-1 Bonds" shall mean the Bonds so designated under the Indenture and issued pursuant thereto. "Class A-2 Bonds" shall mean the Bonds so designated under the Indenture and issued pursuant thereto. "Class B Bonds" shall mean the Bonds so designated under the Indenture and issued pursuant thereto. "Class C Bonds" shall mean the Bonds so designated under the Indenture and issued pursuant thereto. "Class D Bonds" shall mean the Bonds so designated under the Indenture and issued pursuant thereto. "Class E Bonds" shall mean the Bonds so designated under the Indenture and issued pursuant thereto. "Class F Bonds" shall mean the Bonds so designated under the Indenture and issued pursuant thereto. "Class [P] Certificate" shall mean any of the Owner Trust Certificates with a "Class [P]" designation on the face thereof, executed by the Owner Trustee and authenticated by the Certificate Registrar, substantially in the form of Exhibit A-1 attached hereto. "Class [R] Certificate" shall mean any of the Owner Trust Certificates with a "Class [R]" designation on the face thereof, executed by the Owner Trustee and authenticated by the Certificate Registrar, substantially in the form of Exhibit A-3 attached hereto. "Class [XS] Certificate" shall mean any of the Owner Trust Certificates with a "Class [XS]" designation on the face thereof, executed by the Owner Trustee and authenticated by the Certificate Registrar, substantially in the form of Exhibit A-2 attached hereto. "Closing Date" shall mean ___________________, 199_. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Collection Account" shall have the meaning assigned to such term in the Servicing Agreement. "Collection Period" shall mean, with respect to any Payment Date, the period commencing on and including the prior Payment Date (or, in the case of the initial Payment Date, commencing on and including _________________, 199_) and ending on the day prior to the related Payment Date. "Corporate Trust Office" shall mean 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 date hereof is located at the address of the Owner Trustee set forth in Section 13.4. "Cut-off Date" shall mean ______________, 199_. "Depositor" shall mean Imperial Credit Commercial Mortgage Acceptance Corp., a California corporation, and its successors in interest. "Deposit Trust Agreement" shall mean this Deposit Trust Agreement, as the same may be amended or supplemented from time to time. "Depository" shall have the meaning assigned thereto in the Indenture. "Depository Representation Letter" shall mean the Letter of Representations dated ______________, 199_ among the Trust, the Indenture Trustee and initial Depository in connection with the issuance of the [Class A-1, Class A-2, Class B, Class C and Class D Bonds]. "Eligible Trustee" shall mean a bank (within the meaning of Section 2(a)(5) of the 1940 Act) that meets the requirements of Section 26(a)(1) of the 1940 Act, that is not an Affiliate of the Depositor or an Affiliate of any Person involved in the organization or operation of the Depositor, 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 this Deposit Trust Agreement, 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. 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. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time. "Governmental Authority" shall mean 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. "Indenture" shall mean the Indenture, dated as of ___________, 199__, between the Owner Trustee (on behalf of the Trust and the Indenture Trustee. "Indenture Trustee" shall mean _________________________________, in its capacity as trustee under the Indenture, or its successor in interest, or any successor trustee appointed as provided in the Indenture. "Indenture Trustee Fee" shall mean the monthly fee payable to the Indenture Trustee as provided in the Indenture. "IRS" shall mean the Internal Revenue Service. "Lien" shall mean any lien, pledge, encumbrance or security interest on or in any particular asset or property. "Mortgage" shall mean a mortgage, deed of trust, deed to secure debt or similar document that secures a Mortgage Note and creates a Lien on a Mortgaged Property. "Mortgage Loan" shall mean each of the mortgage loans listed on the Mortgage Loan Schedule attached hereto as Schedule I and from time to time held in the Trust Estate. The term "Mortgage Loan" shall include the related Mortgage Loan Documents. "Mortgage Loan Documents" shall mean with respect to any Mortgage Loan, the following documents: (i) the original executed Mortgage Note, endorsed "Pay to the order of ______________, as trustee under the Indenture, dated as of _____, 199_, for the registered holders of ICCMAC Commercial Trust [______], Collateralized Mortgage Bonds, Series 199__-___, without recourse"; (ii) an original or copy of the Mortgage and of any intervening assignments thereof that precede the assignment referred to in clause (iv) of this definition, in each case (unless such document has not yet been returned from the applicable recording office) with evidence of recording indicated thereon; (iii) an original or copy of any related Assignment of Leases (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, in each case (unless such document has not yet been returned from the applicable recording office) with evidence of recording indicated thereon; (iv) an original executed assignment of the Mortgage, in favor of ________, as trustee under the Indenture, dated as of _____, 199_, for the registered holders of ICCMAC Commercial Trust [______], Collateralized Mortgage Bonds, Series 199__-___, in recordable form; (v) an original assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage), in favor of _____________, as trustee under the Indenture, dated as of ____, 199_, for the registered holders of ICCMAC Commercial Trust [______], Collateralized Mortgage Bonds, Series 199__-___, in recordable form; (vi) originals or copies of any written modification agreements in those instances where the terms or provisions of the Mortgage or Mortgage Note have been modified; (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 Mortgage Loan, or, if such policy has not been issued, an irrevocable, binding commitment to issue such title insurance policy; and (viii) filed copies of any prior UCC Financing Statements in favor of the originator of such Mortgage Loan or in favor of any assignee prior to the Trustee (but only to the extent the Mortgage Loan Seller had possession of such UCC Financing Statements prior to the Closing Date) and, if there is an effective UCC Financing Statement in favor of the Mortgage Loan Seller on record with the applicable public office for UCC Financing Statements, an original UCC-2 or UCC-3, as appropriate, in favor of _______________, as trustee under the Indenture, dated as of ____, 199_, for the registered holders of ICCMAC Commercial Trust [______], Collateralized Mortgage Bonds, Series 199__-___; "Mortgage Loan Purchase Agreement" shall mean that certain Mortgage Loan Purchase and Sale Agreement, dated as of _____, 199_, between the Depositor and the Mortgage Loan Seller, pursuant to which the Depositor acquired the Mortgage Loans. "Mortgage Note" shall mean 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. "Mortgage Loan Seller" shall mean ________________________ or its successor in interest. "Mortgaged Property" shall mean a property subject to the Lien of a Mortgage. "Mortgagor" shall mean 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. "1933 Act" shall mean the Securities Act of 1933, as amended. "1940 Act" shall mean the Investment Company Act of 1940, as amended. "Officers' Certificate" shall mean a certificate signed on behalf of the applicable entity by two officers, one of whom shall be any of the Chairman of the Board, the Vice Chairman of the Board, the President, any Vice President or Managing Director, an Assistant Vice President or any other authorized officer (however denominated) and the other of whom shall be any of the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries, or, in either case, another officer customarily performing functions similar to those performed by any of the above designated officers or, 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. "Operative Agreements" shall mean, collectively, this Deposit Trust Agreement, the Owner Trust Certificates, the Indenture, the Bonds, the Administration Agreement, the Servicing Agreement, the Mortgage Loan Purchase Agreement, the Mortgage Loans and the Depository Representation Letter, as each of them may, from time to time, be amended or supplemented. "Opinion of Counsel" shall mean a written opinion of counsel, who may, without limitation, but subject to the requirements of the Indenture, be employees or other counsel for the Depositor which are reasonably acceptable to the Owner Trustee. The cost of such opinion shall be born by the Depositor. "Overcollateralization Amount" shall mean, as of any date of determination, the amount, if any, by which the then Aggregate Stated Principal Balance exceeds the then aggregate principal amount of all the Bonds. "Owner Trust Certificates" shall mean the Class [P], Class [XS] and Class [R] Certificates issued hereunder. "Owner Trustee" shall have the meaning assigned to that term in the preliminary statement above. "Owner Trustee Fee" shall be an amount set forth in the Fee Agreement, dated as of _______________, 199_, between the Bank and the Depositor. "Payment Date" shall mean the ____ day of each calendar month or, if any such day is not a Business Day, then the next succeeding Business Day, commencing in ____________, 199_. "Percentage Interest" shall mean, with respect to any Owner Trust Certificate, the percentage interest in the related Class evidenced by such Owner Trust Certificate as specified on the face thereof. "Person" shall mean any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "QIB" shall mean a qualified institutional buyer within the meaning of Rule 144A under the 1933 Act. "QRS" shall mean a qualified REIT subsidiary within the meaning of Section 856(i) of the Code. "Rating Agency" shall have the meaning assigned to such term in the Indenture. "Record Date" shall mean, with respect to any Class of Owner Trust Certificates for any Payment Date, the _____ Business Day preceding such Payment Date. "REIT" shall mean a real estate investment trust within the meaning of Section 856(a) of the Code. "REO Loan" shall mean the mortgage loan deemed to be outstanding with respect to each REO Property as set forth in the Servicing Agreement. "REO Property" shall mean a Mortgaged Property acquired pursuant to the Servicing Agreement on behalf of the Indenture Trustee for the benefit of the Bondholders and, subject to the Lien of the Indenture, the Trust, through foreclosure or acceptance of a deed in lieu of foreclosure or otherwise in accordance with applicable law in connection with the default or imminent default of Mortgage Loan. "Responsible Officer" shall mean any officer of the Owner Trustee assigned to the Corporate Trust Office with direct responsibility for the administration of this Deposit Trust Agreement and also, with respect to a particular matter, any officer of the Owner Trustee employed within the Corporate Trust 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. "Trust" shall mean the trust established under this Deposit Trust Agreement. "Trust Estate" shall mean the corpus of the trust created as of the Closing Date and to be administered hereunder, consisting of: all the estate, right, title and interest of the Depositor in, to and under (a)(i) the Mortgage Loans as from time to time are subject to this Deposit Trust Agreement and all payments thereon and proceeds thereof received or receivable after the Cut-off Date (other than payments of principal and interest due and payable on the Mortgage Loans on or prior to the Cut-off Date and any principal prepayment received on or prior to the Cut-off Date), together with all documents, escrow payments and reserve funds delivered or caused to be delivered hereunder with respect to such Mortgage Loan, including, without limitation, the Mortgage Loan Documents and the Servicing File related to each Mortgage Loan, (ii) any REO Property acquired in respect of a Mortgage Loan, (iii) such funds or assets as from time to time deposited in the Collection Account and any other accounts maintained pursuant to the Servicing Agreement and all reinvestment earnings on such amounts, and all the Depositor's right, title and interest in and to the proceeds of any title, hazard or other insurance policies related to the Mortgage Loans and maintained pursuant to the Mortgage Loan Documents and the Servicing Agreement, and (iv) the rights of the Depositor under Sections _____ of the Mortgage Loan Purchase Agreement, (b) the Operative Agreements (i) to which the Depositor is a party or (ii) of which the Depositor is a third party beneficiary, including the right to receive all income on the Mortgage Loans, (c) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and (d) all proceeds of every kind and nature whatsoever in respect thereof, including all proceeds of the conversion, 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 the foregoing. "UCC Financing Statement" shall mean a financing statement executed and filed pursuant to the Uniform Commercial Code, as in effect in the relevant jurisdiction. "Underwriting Agreement" shall mean the underwriting agreement, dated _________________, 199_, between the Underwriter(s), as purchaser(s) of the [Class A-1, Class A- 2, Class B, Class C and Class D Bonds], and the Depositor. "Underwriter(s)" shall mean [each of _____________________________ and] ___________________________________ "Uniform Commercial Code" shall mean the Uniform Commercial Code as in effect in any applicable jurisdiction. "Voting Rights" shall mean that portion of the voting rights of all the Owner Trust Certificates which is allocated to any particular Owner Trust Certificate. At all times during the term of this Deposit Trust Agreement, __% of the Voting Rights shall be allocated to the Holders of the Class [P] Certificates, _% of the Voting Rights shall be allocated to the Holders of the Class [XS] Certificates and _% of the Voting Rights shall be allocated to the Holders of the Class [R] Certificates. Voting Rights allocated to a Class of Certificateholders shall be allocated among such Certificateholders in proportion to the Percentage Interests evidenced by their respective Owner Trust Certificates. 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 Commercial Trust [______]," 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 Certificateholders 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 Declaration of Business Trust is not intended to create a partnership or a joint-stock association. As soon as practicable after the date hereof, the Owner Trustee shall file the Certificate of Trust required by Section _____ of the Business Trust Statute, in the office of [applicable office] of the State of ___________ (the "Certificate of Trust"). 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. For purposes of this Declaration of Business Trust, "Business Trust Statute" means [applicable law] as the same may be amended from time to time. SECTION 2.2 Transfer of Trust Estate to Owner Trustee. (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 Owner Trustee, and its successors, for the benefit of the Trust, until this Deposit Trust Agreement terminates pursuant to Section 8.1, the entire Trust Estate (including, without limitation, each and every item thereof as set forth in the definition of "Trust Estate"), such conveyance to be made in exchange for [the Bonds and] the Owner Trust Certificates. 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 Owner Trustee (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; (ii) a UCC Financing Statement covering the Trust Estate, executed by the Depositor as debtor in favor of the Trust as secured party and the Indenture Trustee as its assignee; and (iii) all other items relating to the foregoing as may be reasonably requested by or on behalf of the Owner Trustee 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, 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 Owner Trustee on behalf of 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 Owner Trustee on behalf of the Trust (or any subsequent assignee, including, without limitation, the Indenture Trustee) or its agent 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 Owner Trustee on behalf 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 _____________ 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 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 it of all assets delivered to it and included in the Trust Estate, in good faith and without notice of any adverse claim (except to the extent of the Lien thereon contemplated by the Indenture), and declares that it holds and will hold such assets, and all other assets hereafter delivered to it that constitute portions of the Trust Estate, in trust for the exclusive use and benefit of all present and future Certificateholders. (d) Except as expressly provided in Section 8.1, neither the Depositor nor any 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 Owner Trustee 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 any Certificateholder withdraw from the Trust, any Mortgage Loan or other asset constituting the Trust Estate. Except as contemplated by the Indenture, the Owner Trustee 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. SECTION 2.3 Authority to Execute and Perform Various Documents. 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 Certificateholders, 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 (each such Operative Agreement and the Bonds to be in the form approved by the Depositor); (ii) to execute and deliver the Owner Trust Certificates 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 Owner Trustee 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 Certificateholders may from time to time direct. SECTION 2.4 Execution and Delivery of Owner Trust Certificates. (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 Owner Trust Certificates in authorized denominations evidencing the entire beneficial ownership of the Trust. The Owner Trust Certificates will consist of [three] Classes designated as the "Class [P] Certificates", the "Class [XS] Certificates" and the "Class [R] Certificates". The rights of the respective Classes of Certificateholders to receive distributions from the proceeds of the Trust in respect of their Owner Trust Certificates, and all ownership interests of the respective Classes of Certificateholders in such distributions, shall be as set forth in this Deposit Trust Agreement. (b) The Owner Trust Certificates will be substantially in the respective forms attached hereto as Exhibits A-1 through A-3; provided that any of the Owner Trust Certificates 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 with rules or regulations pursuant thereto, or with the rules of any securities market in which the Owner Trust Certificates are admitted to trading, or to conform to general usage. The Owner Trust Certificates will be issuable in registered form only, in minimum denominations representing not less than a ____% Percentage Interest in the relevant Class. (c) Each Owner Trust Certificate may be printed or in typewritten or similar form, and each Owner Trust Certificate shall, upon original issue, be executed by the Owner Trustee and authenticated by the Certificate Registrar and delivered to or upon the order of the Depositor. All Owner Trust Certificates 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. Owner Trust Certificates bearing the signatures of individuals who were at any time the proper officers of the Owner Trustee shall bind the Owner Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the delivery of such Owner Trust Certificates or did not hold such offices at the date of such Owner Trust Certificates. No Owner Trust Certificates shall be entitled to any benefit under this Deposit Trust Agreement, or be valid for any purpose, unless there appears on such Owner Trust Certificate a certificate of authentication in the form set forth on the signature page of the form of Owner Trust Certificates attached as Exhibit A-1 through Exhibit A-3, executed by the Certificate Registrar by manual signature, and such certificate of authentication upon any Owner Trust Certificate shall be conclusive evidence, and the only evidence, that such Owner Trust Certificate has been duly authenticated and delivered hereunder. All Owner Trust Certificates shall be dated the date of their 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. The operations of the Trust will be conducted in accordance with the following standards (and the Owner Trustee and the Depositor 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, the Depositor will have no authority to act for, or to assume any obligation or responsibility on behalf of, the Trust. (iii) 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 or any subsidiary, affiliate or separate account of the Depositor. Any such resolutions, agreements and other instruments will be continuously maintained as official records by the Trust. (iv) 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 (except indirectly, insofar as the Depositor owns the Owner Trust Certificates) and such expenses of the Depositor will not be charged or otherwise allocated to the Trust. (v) The Trust will conduct its business under names or trade names so as not to mislead others as to the 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 Depositor and the Trust each will have separate stationery and other business forms. (vi) There will be no guarantees made by the Trust with respect to obligations of the Depositor. There will not be any indebtedness relating to borrowings or loans between the Trust and the Depositor. (vii) The Trust 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 not: (a) operate or purport to operate as an integrated, single economic unit with respect to the Depositor or any other affiliated or unaffiliated entity; (b) seek or obtain credit or incur any obligation to any third party based upon the assets of the Depositor; or (c) induce any such third party to reasonably rely on the creditworthiness of the Depositor or any other affiliated or unaffiliated entity. (viii) The Trust will maintain its principal place of business in the State of ____________________. (ix) The Trust and the Depositor shall keep separate their respective funds and other assets and shall not commingle such funds and other assets with those of 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 and any other Affiliates (although the Trust's financial statements may be presented as part of the consolidated financial statements of an Affiliate). (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. ARTICLE III ESTABLISHMENT OF CERTIFICATE ACCOUNT SECTION 3.1 Establishment of Certificate Account; Deposits in Certificate Account. The Owner Trustee, for the benefit of the Certificateholders, shall establish and maintain one or more non-interest bearing trust accounts (collectively, the "Certificate Account"), entitled "______________________, in trust for the registered holders of ICCMAC Commercial Trust [______] Owner Trust Certificates" and held in trust by the Owner Trustee for the benefit of the Certificateholders. The Owner Trustee shall cause the following payments and collections to be deposited directly into the Certificate Account: (1) all distributions to the Trust as issuer of the Bonds received from the Indenture Trustee from time to time pursuant to Section 10.01 of the Indenture; (2) any payments (if any) received on the Mortgage Loans from time to time after the Cutoff Date and remitted by the Master Servicer or the Special Servicer to the Owner Trustee on behalf of the Trust pursuant to Section ___ of the Servicing Agreement; and (3) any other amounts specifically required to be deposited in the Certificate Account hereunder. The foregoing requirements for deposit in the Certificate Account shall be exclusive. SECTION 3.2 Permitted Withdrawals From the Certificate Account. The Owner Trustee may from time to time withdraw funds from the Certificate Account for the following purposes: (i) to make payments on the Owner Trust Certificates in the amounts and in the manner provided for in Section 4.2 hereunder; (ii) to pay itself any unpaid Owner Trustee Fees, but only to the extent of amounts on deposit in the Certificate Account representing amounts received in respect of the Mortgage Loans; (iii) to reimburse or indemnify the Owner Trustee for expenses and other liabilities incurred by and reimbursable to the Owner Trustee, pursuant to Section 7.2 hereunder, except as otherwise provided in such section; and (iv) to clear and terminate the Certificate Account upon the termination of this Deposit Trust Agreement. On each Payment Date, the Owner Trustee shall withdraw all funds from the Certificate Account and shall use such funds withdrawn from the Certificate Account only for the purposes described in this Section 3.2 and Section 4.2 hereunder. 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 are received directly (rather than through the Indenture Trustee) by the Owner Trustee, the Depositor or a Certificateholder (other than payments described in clause (2) of Section 3.1), 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 all required payments on the Bonds on each Payment Date, the remaining Available Funds in the Bond Account are required to be remitted by the Indenture Trustee to the Trust. The Owner Trustee may direct the Indenture Trustee to distribute such remaining Available Funds on any such Payment Date in a manner consistent with Sections 3.2 and 4.2 (as if such remaining Available Funds were on deposit in the Certificate Account); and, in connection therewith, such remaining Available Funds shall be deemed to have been deposited in the Certificate Account and subsequently withdrawn to make such distributions. SECTION 4.2 Payments. (a) On each Payment Date (or, if the payments from the Indenture Trustee on such Payment Date contemplated by Section 4.1(b) shall have been received after __________ _.m., New York City time on such Payment Date, as soon as practically possible, but in no event more than one Business Day, following receipt), the Owner Trustee (or its Agent) shall withdraw from the Certificate Account all Certificateholder Funds then on deposit therein, and the Owner Trustee (or its Agent) shall pay such Certificateholder Funds to the respective Classes of Certificateholders for the following purposes and in the following order, in each case to the extent of remaining available funds: (i) to the Holders of the Class [P] Certificates and the Holders of the Class [XS] Certificates in respect of interest, pro rata based on entitlement, up to an amount equal to all Accrued Certificate Interest in respect of each such Class of Owner Trust Certificates for the related Payment Date and, to the extent not previously paid, for all prior Payment Dates; (ii) if all the Bonds have been retired, to the Holders of the Class [P] Certificates in respect of principal, up to an amount equal to the Aggregate Certificate Principal Amount of the Class [P] Certificates immediately prior to such Payment Date; and (iii) to the Holders of the Class [R] Certificates, in an amount equal to the remaining portion, if any, of the Certificateholder Funds for such Payment Date. Payments made after the Payment Date on which they were scheduled to be made as permitted by the parenthetical in the first sentence of this Section 4.2(a), shall be deemed to have been made on such Payment Date. (b) All payments made with respect to any Class of Owner Trust Certificates on any Payment Date shall be allocated pro rata among the Certificates of such Class based upon their respective Percentage Interests. Payments to the Certificateholders on each Payment Date will be made to the Certificateholders of record on the related Record Date. Payments to any Certificateholder on any Payment Date shall be made by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Owner Trustee in writing at least five (5) Business Days prior to the related Record Date and if such Certificateholder is the registered owner of Owner Trust Certificates representing at least a ____% Percentage Interest in any Class thereof, or otherwise by check mailed by first class mail to the address of such Certificateholder appearing in the Certificate Register. Final payment on each Owner Trust Certificate will be made in like manner, but only upon presentment and surrender of such Owner Trust Certificate at the Corporate Trust Office or such other location specified in the notice to Certificateholders of such final payment. (c) Whenever the Owner Trustee expects that the final payment with respect to the Certificates will be made on the next Payment Date, whether in connection with the final payment or other liquidation of the last remaining Mortgage Loan or REO Property or upon a termination of the Trust at the direction of the Certificateholders in accordance with Section 8.1, the Owner Trustee (or its Agent) shall mail to each Holder on such date of the Owner Trust Certificates a notice to the effect that: (i) the Owner Trustee expects that the final payment with respect to the Owner Trust Certificates will be made on such Payment Date but only upon presentation and surrender of the Owner Trust Certificates at the office of the Owner Trustee therein specified, and (ii) no interest shall accrue on the Owner Trust Certificates from and after such Payment Date. Upon presentation and surrender of the Owner Trust Certificates by the Certificateholders on the final Payment Date in respect of the Owner Trust Certificates, the Owner Trustee shall distribute to the Certificateholders the amounts otherwise distributable on such Payment Date pursuant to Section 4.2(a). Any funds not distributed on such Payment Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders. If any Owner Trust Certificate, as to which notice has been given pursuant to this Section 4.2(c) shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Owner Trustee shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Owner Trust Certificates for cancellation in order to receive, from such funds held, the final payment with respect thereto. If within one year after the second notice any Owner Trust Certificate shall not have been surrendered for cancellation, the Owner Trustee shall directly or through an agent, take reasonable steps to contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets which remain held. If within two years after the second notice any Owner Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee shall segregate all amounts distributable to the Holders thereof and shall thereafter hold such amounts uninvested for the benefit of such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder's failure to surrender its Owner Trust Certificates for final payment thereof in accordance with this Section 4.2(c). SECTION 4.3 Statements to Certificateholders. On each Payment Date, the Owner Trustee (or its Agent) shall prepare, and shall forward by mail, a statement to each Certificateholder, to the Depositor and to the Rating Agencies setting forth: (i) the amount of the Certificateholder Funds for such Payment Date; (ii) the aggregate amounts of interest and principal paid to the Holders of the Class [P] Certificates and to the Holders of the Class [XS] Certificates on such Payment Date; (iii) the aggregate amount of any distributions to the Holders of the Class [R] Certificates on such Payment Date; (iv) the Aggregate Certificate Principal Balance of the Class [P] Certificates after giving effect to payments of principal and other reductions in respect of the Aggregate Certificate Principal Balance of such Owner Trust Certificates (all in accordance with the definition of "Aggregate Certificate Principal Balance") on such Payment Date; and (v) the amount of the Owner Trustee Fees received by the Owner Trustee following the preceding Payment Date and any unpaid Owner Trustee Fees then due and owing to the Owner Trustee. In addition, the Owner Trustee promptly (and, in any event, within five (5) Business Days of receipt) will furnish to Certificateholders and the Depositor copies of any notices, statements, reports or other communications received by the Owner Trustee on behalf of the Trust as issuer of the Bonds or as owner of the Mortgage Loans, including, without limitation, any such notices, statements, reports or other communications relating to the Bonds, the Indenture, the Mortgage Loans, the Servicing Agreement or the other assets of the Trust Estate. On or before March 31st of each calendar year, beginning with calendar year 199_, the Owner Trustee (or its Agent) shall prepare, or cause to be prepared, and deliver, or cause to be delivered, by first class mail to each Person who at any time during the previous calendar year was a Certificateholder of record a statement containing the information required to be contained in the regular monthly report to Certificateholders, as set forth in clause (ii) or clause (iii), as applicable, above aggregated for such calendar year or the applicable portion thereof during which such Person was a Certificateholder. Such obligation of the Owner Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Owner Trustee pursuant to any requirements of the Code and regulations thereunder as from time to time are in force. SECTION 4.4 Access to Certain Documentation and Information. The Owner Trustee shall provide to the Certificateholders access to [all] reports, documents and records maintained by 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 4.5 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 Certificateholders, notwithstanding any other provisions of this Deposit Trust Agreement, the Owner Trustee (or its Agent) shall comply with all federal withholding requirements with respect to payments to the Depositor or the Certificateholders that the Owner Trustee reasonably believes are applicable under the Code. The consent of the Depositor or the Certificateholders, 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, on behalf of the Trust as issuer of the Bonds or as owner of the Mortgage Loans, 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 all the Certificateholders of such request or notice in such detail as is available to it. (b) 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 Certificateholders entitled to a majority of the Voting Rights shall so direct. The Owner Trustee may, from time to time, request in writing instructions from the Certificateholders and shall request in writing instructions from the Certificateholders if the Owner Trustee receives notice that a default shall have occurred and is continuing under the Administration Agreement or the Indenture. (c) Notwithstanding any direction of the Certificateholders 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 Certificateholders 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 five (5) Business Days following receipt thereof) distribute to the Depositor and the Certificateholders 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 in writing 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 Owner Trustee 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 Certificateholders 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. The [Bank] (and any successor trustee or co-trustee) in its individual capacity 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) either (i) when acting in its individual capacity or (ii) when acting improperly in its capacity as Owner Trustee. (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 it is a party, neither the Owner Trustee nor the [Bank] shall have any duty to (i) file or record any Operative Agreement 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 Certificateholders 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 hereof 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, manage 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. Neither the [Bank] nor the Owner Trustee shall 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 other Operative Agreements, (v) its failure to use due care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof, 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, and (ii) any representation or warranty as to the validity or enforceability of any Operative Agreement except as set forth below or as to the accuracy of any statement made by a Person other than the [Bank] or the Owner Trustee contained in any Operative Agreement. 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 Certificateholders that: (a) The [Bank] is a banking corporation, duly organized, validly existing and in good standing under the laws of the state of __________________; (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 such other documents executed in connection herewith to which the [Bank] is a party, will not violate any provisions of the [Bank's] charter or bylaws, 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], in its individual capacity, 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 it is a party, and this Deposit Trust Agreement and such other documents executed in connection herewith to which it 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 the Owner Trustee 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. Neither the [Bank] nor the Owner Trustee shall 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 or by any such Persons appointed with due care. SECTION 6.5 Not Acting in Individual Capacity. All Persons having any claim against the [Bank] or 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 and except to the extent that the [Bank] or the Owner Trustee shall otherwise expressly agree in any Operative Agreement to which it is a party. SECTION 6.6 Books and Records; Tax Election. 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 or under any other Operative Agreement. The Owner Trustee (or its Agent) shall file an application with the IRS for a taxpayer identification number with respect to the Trust (and, upon receipt of such number, notify the Indenture Trustee thereof) and prepare or cause to be prepared and sign and/or file a tax return in connection with the transactions contemplated hereby or by any other Operative Agreement (the "Tax Return"); provided, however, that the Owner Trustee shall send or cause to be sent a copy of the completed Tax Return to the Depositor, the Certificateholders and the Indenture Trustee not more than 60 nor less than 30 days prior to the due date of the Tax Return. The Depositor and the Certificateholders shall each, upon request by the Owner Trustee (or the Agent of the Owner Trustee), furnish the Owner Trustee (or the Agent of the Owner Trustee) with all such information as may be reasonably required from the Depositor or the Certificateholders in connection with the preparation of such Tax Return. The Owner Trustee shall keep copies of the Tax Returns delivered to or filed by it (or the Agent of the Owner Trustee). ARTICLE VII COMPENSATION, REIMBURSEMENT AND INDEMNIFICATION OF THE OWNER TRUSTEE SECTION 7.1 Compensation of the Owner Trustee. The Owner Trustee shall be entitled to receive as compensation for its services the amount of $_______ per annum, such amount to be payable: first, as provided in the Indenture; second, out of amounts on deposit in the Certificate Account that represent payments received in respect of the Mortgage Loans; and, third, to the extent not paid pursuant to either clause first or second of this sentence within 60 days of first becoming due, by the Certificateholders, on a joint and several basis. SECTION 7.2 Reimbursement and Indemnification of the Owner Trustee. (a) The Owner Trustee shall be entitled to be reimbursed for its reasonable expenses (including reasonable attorneys' fees) incurred in the performance of its duties as Owner Trustee hereunder, and to be compensated reasonably for any extraordinary services rendered under Section 5.1(b), 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 other Operative Agreements, and (v) the Owner Trustee's failure to use due care to receive, manage and disburse moneys actually received by it in accordance with the terms hereof. (b) The Owner Trustee shall be entitled to 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, manage and disburse moneys actually received by it in accordance with the terms hereof. 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, out of amounts on deposit in the Certificate Account; and, second, to the extent not paid pursuant to clause first within 60 days of first being incurred, by the Certificateholders, on a joint and several basis. SECTION 7.3 Not Obligations of the Trust. None of the fees, expenses and other liabilities referred to in Sections 7.1 and 7.2 shall be obligations of the Trust or otherwise chargeable to the Trust Estate. The Owner Trustee hereby agrees not to cause or participate in the filing of a petition in bankruptcy against the Trust for the non-payment to the Owner Trustee of any amounts provided by this Deposit Trust Agreement until a date that is not less than 91 days after the payment in full of all the Bonds issued under the Indenture. ARTICLE VIII TERMINATION OF DEPOSIT TRUST AGREEMENT SECTION 8.1 Termination. The Trust shall not be terminated 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; provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James, living on the date hereof. This Deposit Trust Agreement may be terminated by all of the Certificateholders 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 III thereof, and this Deposit Trust Agreement shall terminate in connection with the final payment or other liquidation of the last remaining Mortgage Loan or 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 [Bank] 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 Certificateholders or their designee. The Certificateholders hereby irrevocably appoint the Owner Trustee as their attorney-in-fact for the purposes of the terminating the Trust. 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 by the Certificateholders to transfer the remaining assets of the Trust to the Certificateholders or the Certificateholders' 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 Owner Trustee is a party. SECTION 8.3 Insolvency of a Certificateholder. The insolvency or other similar incapacity of a Certificateholder shall not (i) operate to terminate this Deposit Trust Agreement, (ii) entitle the Certificateholder's legal representatives to claim an accounting or to take any action in any court for a partition or winding up of the Trust Estate or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. 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 Certificateholders, 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 Certificateholders, 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 Certificateholders with 60 days' prior written notice, a copy of which shall be concurrently delivered by the Certificateholders 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 Certificateholders may appoint a successor Owner Trustee by an instrument signed by the Certificateholders. 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 Certificateholders 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 Certificateholders, 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. (d) Any corporation into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation 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 Owner Trust Certificates, the Bonds or any Operative Agreement, or 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 Certificateholders 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 Certificateholders. 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 hereof, an Owner Trustee resigns pursuant to such Section 9.1 or a co-trustee or separate trustee is appointed pursuant to Section 9.2 hereof, the Certificateholders 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 Certificateholders, this Deposit Trust Agreement shall be amended by a written instrument signed by the Owner Trustee and the Certificateholders (and, if its rights hereunder are adversely affected, the Depositor), 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 [Bank] or 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 [Bank's] charter documents or bylaws 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, unless it shall have been provided an indemnity satisfactory to it by the Certificateholders. In the event that there is more than one Holder of Owner Trust Certificates (as set forth in the Certificate Register), the consent to an amendment by Certificateholders entitled to a majority of the Voting Rights shall be sufficient to bind all of such Holders; provided, however, that no such amendment shall: (i) reduce in any manner the amount of, or delay the timing of, payments required to be made on any Owner Trust Certificate without the consent of the affected Holder; or (ii) amend this Section 10.1, without the consent of the Holders of all Owner Trust Certificates then outstanding. SECTION 10.2 Limitation on Amendments. Notwithstanding Section 10.1 or Section 10.3 hereof, the Owner Trustee shall not, without the consent of the Indenture Trustee, amend Section 8.1 of this Deposit Trust Agreement, or execute any amendment 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 prior to the payment in full of the principal of and interest on the Bonds. Furthermore, notwithstanding Section 10.1 or Section 10.3 hereof, the Owner Trustee shall not execute any amendment without obtaining written confirmation from each Rating Agency that such amendment will not result in the qualification, downgrade or withdrawal of any then-current rating on the Bonds. SECTION 10.3 Additional Amendment Provisions. (a) It shall not be necessary for the consent of the Certificateholders 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 Certificateholders, may 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 at the 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 Certificateholders: (i) the Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, 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 it 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 it 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 bylaws, 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; and (iii) there is no action, suit or proceeding pending 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 or the Certificateholder to carry out the transactions contemplated by this Deposit Trust Agreement. (iv) The Depositor hereby represents and warrants to and for the benefit of the Owner Trustee and the benefit of the Certificateholders and the Bondholders, as of the Closing Date, that immediately prior to the conveyance of the Mortgage Loans to the Owner Trustee 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, 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 to the Owner Trustee, free and clear of any pledge, lien, encumbrance or security interest. (v) The transfer of the Mortgage Loans to the Owner Trustee 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. (b) It is understood and agreed that each of the foregoing representations and warranties of the Depositor shall survive delivery of the Mortgage Loans to the Owner Trustee on behalf of the Trust. Upon discovery or receipt of notice by the Depositor or a Responsible Officer of 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 Certificateholders in any Mortgage Loan, 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 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 bylaws. The Depositor will keep correct and complete books and records of accounts and minutes of the meetings and other proceedings of the board of trustees. 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 Owner Trust Certificates). 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 reasonably rely on the creditworthiness of the Trust in connection therewith. (e) The accounting records of the Depositor will disclose the effect of the transactions in accordance with statutory accounting practices and relevant pronouncements. (f) The Depositor hereby acknowledges, and agrees for the benefit of the Indenture Trustee, the Bondholders and the Certificateholders 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 INTEREST OF THE DEPOSITOR SECTION 12.1 Registration of Transfer and Exchange of Owner Trust Certificates. (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 "Certificate Registrar") a register (the "Certificate Register") in which, subject to such reasonable regulations as the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Owner Trust Certificates and of transfers and exchanges of Owner Trust Certificates as herein provided. The Owner Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Certificate Registrar for the purpose of registering Owner Trust Certificates and transfers and exchanges of Owner Trust Certificates 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 Certificate Registrar under such conditions as the Owner Trustee may prescribe, provided that the Owner Trustee shall not be relieved of any of its duties or responsibilities hereunder as Certificate Registrar by reason of such appointment. 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 Certificate Registrar. The Depositor, the Administrator, and the Owner Trustee shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. (b) No sale, transfer or other disposition of any Owner Trust Certificate may be made, and the Certificate Registrar shall refuse to register any such transfer, unless the Depositor (or, if the Depositor no longer exists, 100% of the other Certificateholders) shall consent in writing to such sale, transfer or other disposition. The Depositor (or any such other Certificateholder(s)) shall be entitled to request from the parties interested in effecting such sale, transfer or other disposition, and to rely upon, a certification of facts and/or an opinion of counsel which establishes to the satisfaction of the Depositor (or such other Certificateholder(s)) that such sale, transfer or other disposition is permissible under applicable law and the Operative Agreements. (c) No transfer, sale, pledge or other disposition of any Owner Trust Certificate or interest therein shall be made unless that transfer, sale, pledge or the disposition is exempt from the registration and/or qualification requirements of the 1933 Act and any applicable state securities laws, or is otherwise made in accordance with the 1933 Act and such state securities laws. The Trust has not been registered as an investment company under the 1940 Act, and no transfer of an Owner Trust Certificate may be made (i) to any Person other than a QIB or an Affiliate of the Trust or (ii) to any Person that would require the Trust to be registered as an investment company under the 1940 Act. No transfer of any Owner Trust Certificate or any interest therein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing such Owner Trust Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan. (d) No sale, transfer or other disposition of any Owner Trust Certificate may be made, and the Certificate Registrar shall refuse to register any such transfer, if such sale, transfer or other disposition would result in the Trust ceasing to be a QRS. (e) For so long as the Bonds are outstanding and the Lien of the Indenture has not been satisfied and discharged, no sale, transfer or other disposition of any Owner Trust Certificate may be made, and the Certificate Registrar shall refuse to register any such transfer, unless 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 the qualification, downgrade or withdrawal of any then current rating on the Bonds. (f) Each Owner Trust Certificate shall bear a legend describing or referencing the restrictions on transferability set forth in Sections 12.1(b), (c), (d) and (e). (g) Subject to compliance with Sections 12.1(b), (c), (d) and (e), upon surrender for registration of transfer of any Owner Trust Certificate at the office of the Certificate Registrar or at the office of its Agent in ______________, the Owner Trustee shall execute, and the Certificate Registrar shall deliver and authenticate, in the name of the designated transferee or transferees, one or more new Owner Trust Certificates of the same Class, in authorized denominations, evidencing in the aggregate a like aggregate Percentage Interest and dated the date of authentication by the Certificate Registrar. (h) At the option of any Certificateholder, Owner Trust Certificates may be exchanged for other Owner Trust Certificates of the same Class, in authorized denominations, evidencing in the aggregate a like aggregate Percentage Interest upon surrender of the Owner Trust Certificates to be exchanged at the office of the Certificate Registrar, or the office of its Agent in ___________. Whenever any Owner Trust Certificates are so surrendered for exchange, the Owner Trustee shall execute and the Certificate Registrar shall authenticate and deliver, the Owner Trust Certificates which the Certificateholder is entitled to receive. (i) If the Owner Trustee or the Certificate Registrar so requires, every Owner Trust 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 Certificate Registrar duly executed by, the Certificateholder thereof or such Person's attorney duly authorized in writing. (j) No service charge shall be made to the requesting Certificateholder for any registration of transfer or exchange of Owner Trust Certificates, but the 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 Owner Trust Certificates. (k) The Certificate Registrar shall cancel and retain or destroy, in accordance with the Owner Trustee's retention policy then in effect, all Owner Trust Certificates surrendered for registration of transfer or exchange. SECTION 12.2 Mutilated, Destroyed, Lost or Stolen Owner Trust Certificates. If (i) any mutilated Owner Trust Certificate is surrendered to the Owner Trustee or the Certificate Registrar, or the Owner Trustee and the Certificate Registrar receive evidence to their satisfaction of the destruction, loss or theft of any Owner Trust Certificate, and (ii) there is delivered to the Owner Trustee and the 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 Certificate Registrar that such Owner Trust Certificate has been acquired by a bona fide purchaser, the Owner Trustee shall execute and the Certificate Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Owner Trust Certificate, a new Owner Trust Certificate of like Class and tenor. Upon the issuance of any new Owner Trust Certificate under this Section 12.2, the Owner Trustee 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 (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Owner Trust Certificate issued pursuant to this Section 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 Owner Trust Certificate shall be found at any time and such original Owner Trust Certificate shall thereby be deemed canceled. SECTION 12.3 Persons Deemed Owners. Prior to due presentation of an Owner Trust Certificate for registration of transfer, the Owner Trustee, the Certificate Registrar, the Indenture Trustee and any agent of any of them may treat the Person in whose name any Owner Trust Certificate is registered as the owner of such Owner Trust 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 Certificate Registrar, the Indenture Trustee nor any agent of any of them shall be affected by notice to the contrary. SECTION 12.4 Access to Names and Addresses. (a) If any Certificateholder (an "Applicant") applies in writing to the Owner Trustee, and such application states that the Applicant desires to communicate with other Certificateholders with respect to their rights under this Deposit Trust Agreement or the Owner Trust Certificates and is accompanied by a copy of the communication which such Applicant proposes to transmit, then the Owner Trustee shall, at the expense of such Applicant, within ten (10) Business Days after the receipt of such application, furnish or cause to be furnished to such Applicant a list of the names and addresses of the Certificateholders as set forth in the Certificate Register. (b) Every Certificateholder consents to the disclosure to any Applicant of its identity and status as a Certificateholder and agrees with the Owner Trustee that the Owner Trustee and the Certificate Registrar shall not be held accountable in any way by reason of the disclosure of any information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. SECTION 12.5 Actions of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Deposit Trust Agreement to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by agent 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 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 any 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 a Certificateholder shall bind every transferee of every Owner Trust Certificate issued upon the registration of transfer of such Certificateholder's Owner Trust 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 Owner Trust 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 Certificateholder. The Certificateholders shall not have legal title to any part of the Trust Estate; provided, however, that the Certificateholder has a beneficial interest in the Trust Estate (and initially shall have all right, title and interest in and to the Owner Trust Certificates). No transfer by operation of law or otherwise of any right, title or interest of the Certificateholders 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 Certificateholders 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 Certificateholders 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: If to the Owner Trustee, to: ____________________________ ____________________________ Attention: _________________ If to the Depositor, to: IMPERIAL CREDIT COMMERCIAL MORTGAGE ACCEPTANCE CORP. ____________________________ ____________________________ Attention: _________________ with copies to: ____________________________ ____________________________ Attention: _________________ If to the Indenture Trustee, as set forth in the Indenture, If to a Certificateholder, to that Person's name and address as set forth from time to time in the 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 Certificateholders' Respective Liability. Neither the Depositor nor any 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 Certificateholders 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 a Certificateholder shall bind the successors and assigns of such Certificateholder. It is the intention of the parties hereto that the Trust constitute a trust formed pursuant to the laws of the State of _______________ 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 LAWS OF THE STATE OF ___________________. SECTION 13.11 Administration of Trust. The principal place of administration of the Trust shall be in _____________. SECTION 13.12 Performance by the Depositor or the Administrator. Any obligation of the Owner Trustee hereunder or under any Operative Agreement or other document contemplated herein may be performed by the Depositor or 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 Certificateholders 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 Section 10.1 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 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 Article I 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 Streit Act. Any provisions required to be contained in this Deposit Trust Agreement by Section 126 of Article 4-A of the New York Real Property Law and any provisions permitted to be contained in this Deposit Trust Agreement by Section 130-K of such Article 4-A that are necessary in order to permit the Owner Trustee to act in the manner contemplated by this Deposit Trust Agreement are hereby incorporated, and such provisions shall be in addition to those conferred or imposed by this Deposit Trust Agreement; provided, however, that to the extent that such Section 126 and/or Section 130-K shall not apply to this Deposit Trust Agreement, said Section 126 and/or Section 130-K shall not have any effect, and if said Section 126 and/or Section 130-K should at any time be repealed or cease to apply to this Deposit Trust Agreement, or be construed by judicial decision to be inapplicable, said Section 126 and/or Section 130-K shall cease to have any further effect upon the provisions of this Deposit Trust Agreement. In case of a conflict between the provisions of this Deposit Trust Agreement and any mandatory provisions of Article 4-A of the New York Real Property Law applicable to this Deposit Trust Agreement, such mandatory provisions of said Article 4-A shall prevail, provided that if said Article 4-A shall not apply to this Deposit Trust Agreement, should at any time be repealed, or cease to apply to this Deposit Trust Agreement, or be construed by judicial decision to be inapplicable, such mandatory provisions of such Article 4-A shall cease to have any further effect upon the provisions of this Deposit Trust Agreement.] 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. CREDIT COMMERCIAL MORTGAGE ACCEPTANCE CORP., as Depositor and initial Certificateholder, By: ___________________________________ Name: Title: ________________________________________ not individually, but solely in its capacity as Owner Trustee By: ___________________________________ Name: Title: SCHEDULE I MORTGAGE LOAN SCHEDULE EXHIBIT A-1 FORM OF CLASS [P] OWNER TRUST CERTIFICATE ICCMAC COMMERCIAL TRUST [______] CLASS [P] OWNER TRUST CERTIFICATE evidencing a non-assessable, fully paid ___% interest in the Class [P] Owner Trust Certificates, which, collectively with the Class [XS] and Class [R] Owner Trust Certificates, evidence the entire beneficial ownership interest in ICCMAC Commercial Trust [______], a _________ business trust whose assets include various commercial mortgage loans (the "Mortgage Loans") deposited by Imperial Credit Commercial Mortgage Acceptance Corp. (the "Depositor") Certificate Interest Rate: ___% per of Aggregate Certificate Principal Balance the Class P Owner Trust Certificates annum as of the Closing Date: $____________ Date of Deposit Trust Agreement: Percentage Interest in Related Class __________, 199__ Evidenced by this Class [P] Owner Trust Certificate: ___% First Payment Date: _______, 199__ Closing Date: _________, 199__ Depositor and Initial Holder of the Owner Trustee: Owner Trust Certificates: Imperial Credit Commercial Mortgage Acceptance Corp. Owner Trust Certificate No. P-___ THIS OWNER TRUST CERTIFICATE DOES NOT REPRESENT AN INTEREST IN, OR OBLIGATION OF, THE DEPOSITOR, THE OWNER TRUSTEE, ANY OF THEIR RESPECTIVE AFFILIATES, OR ANY OTHER PERSON. NEITHER THIS OWNER TRUST 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. THIS OWNER TRUST CERTIFICATE IS SUBJECT TO VARIOUS TRANSFER RESTRICTIONS DESCRIBED HEREIN. This Owner Trust Certificate is issued pursuant to, and in accordance with, the terms of a Deposit Trust Agreement, dated as of ___________, 199__ (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 initial Certificateholder and _______________ as Owner Trustee (the "Owner Trustee"), a summary of certain of the pertinent provisions of which are set forth herein. This Owner Trust 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 Owner Trust Certificate by virtue of the acceptance hereof assents and by which such Certificateholder is bound. In the event of a conflict between the provisions of this Owner Trust Certificate and those of the Deposit Trust Agreement, the provisions of the Deposit Trust Agreement shall control. This certifies that ______________________________ is the registered owner of the beneficial interest evidenced by this Owner Trust Certificate in the trust established pursuant to the Deposit Trust Agreement and designated as ICCMAC Commercial Trust [______] (the "Trust"). The assets of the Trust include various commercial mortgage loans (the "Mortgage Loans"). Except to the extent of their execution and authentication, respectively, of the Owner Trust Certificates, the Owner Trustee and the Certificate Registrar make no representation or warranty as to any of the statements contained herein or the validity or sufficiency of this Owner Trust Certificate or the Mortgage Loans. The Owner Trustee has executed this Owner Trust Certificate in its limited capacity as Owner Trustee under the Deposit Trust Agreement, and the Certificate Registrar has authenticated this Owner Trust Certificate in its limited capacity as Certificate Registrar under the Deposit Trust Agreement. Distributions on the Certificates will be made, to the extent of available funds, on the __ 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 __________, 199__. As more fully described in the Deposit Trust Agreement, distributions allocable to interest accrued on the Class [P] Certificates will be made on each Payment Date up to the Accrued Certificate Interest in respect of the Class [P] Certificates for the related Payment Date and, to the extent not previously paid, for all prior Payment Dates. As and to the extent described in the Deposit Trust Agreement, distributions of interest on the Class [P] Certificates will be limited to the amount available for such purposes in the Certificate Account. Such available funds will be distributed on each Payment Date on a pro rata basis among the Holders of the Class [P] Certificates and the Holders of the Class [XS] Certificates in respect of Accrued Certificate Interest. Upon the retirement of all of the Bonds, the holders of the Class [P] Certificates will receive payments in respect of principal on each Payment Date, subsequent to the payments in respect of interest on the Class [P] and Class [XS] Certificates as described in the previous paragraph, up to (subject to available funds) an amount equal to the Aggregate Certificate Principal Amount of the Class [P] Certificates immediately prior to such Payment Date. Pursuant to the Deposit Trust Agreement, all payments made with respect to any Class of Owner Trust Certificates on any Payment Date shall be allocated pro rata among such Owner Trust Certificates based upon their respective Percentage Interests. Payments to the Certificateholders on each Payment Date will be made to the Certificateholders of record on the related Record Date. Payments to any Certificateholder on any Payment Date shall be made by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Owner Trustee in writing at least five (5) Business Days prior to the related Record Date and if such Certificateholder is the registered owner of Owner Trust Certificates representing at least a ____% Percentage Interest in any Class thereof, or otherwise by check mailed by first class mail to the address of such Certificateholder appearing in the Certificate Register. Final payment on each Owner Trust Certificate will be made in like manner, but only upon presentment and surrender of such Owner Trust Certificate at the Corporate Trust Office or such other location specified in the notice to Certificateholders of such final payment. This Owner Trust Certificate is one of a duly authorized issue of Owner Trust Certificates designated as ICCMAC Commercial Trust [______], Owner Trust Certificates, representing a fractional undivided beneficial interest in a Trust Estate consisting of (a) the Mortgage Loans and all payments thereon and proceeds thereof from and after the Cut-off Date, (b) the Operative Agreements (i) to which the Depositor is a party or (ii) of which the Depositor is a third party beneficiary, including the right to receive all income on the Mortgage Loans, (iii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and (iv) all proceeds of every kind and nature whatsoever in respect thereof, including all proceeds of the conversion, 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 the foregoing, subject, to the Lien in favor of the Indenture Trustee. This Owner Trust 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. No sale, transfer or other disposition of any Owner Trust Certificate may be made, and the Certificate Registrar shall refuse to register any such transfer, unless the Depositor (or, if the Depositor no longer exists, 100% of the other Certificateholders) shall consent in writing to such sale, transfer or other disposition. The Depositor (or any such other Certificateholder) shall be entitled to request from the parties interested in effecting such sale, transfer or other disposition, and to rely upon, a certification of facts and/or an opinion of counsel which establishes to the satisfaction of the Depositor (or such other Certificateholders) that such sale, transfer or other disposition is permissible under applicable law and the Operative Agreements. No transfer, sale, pledge or other disposition of this Owner Trust Certificate or any interest herein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the 1933 Act and any applicable state securities laws, or is otherwise made in accordance with the 1933 Act and such state securities laws. The Trust has not been registered as an investment company under the 1940 Act, and no transfer of an Owner Trust Certificate may be made (i) to any Person other than a QIB or an Affiliate of the Trust or (ii) to any Person that would require the Trust or any such trust fund to be registered as an investment company under the 1940 Act. No transfer of this Owner Trust Certificate or any interest herein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing this Owner Trust Certificate or interest herein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan. No sale, transfer or other disposition of any Owner Trust Certificate may be made, and the Certificate Registrar shall refuse to register any such transfer, if such sale, transfer or other disposition would result in the Trust ceasing to be a qualified REIT subsidiary within the meaning of Section 856(i) of the Code. For so long as the Bonds are outstanding and the Lien of the Indenture has not been satisfied and discharged, no sale, transfer or other disposition of any Owner Trust Certificate may be made, and the Certificate Registrar shall refuse to register any such transfer, unless 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 the qualification, downgrade or withdrawal of any then current rating on the Bonds. No assignment, conveyance or other transfer of this Owner Trust 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. Prior to transfer of this Owner Trust Certificate in accordance with the foregoing and the Deposit Trust Agreement, the Owner Trustee, the Indenture Trustee and the Certificate Registrar and any agent of any of them may treat the person or entity in whose name this Owner Trust 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 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 Owner Trust Certificate is exchangeable for other Owner Trust Certificates of the same Class in authorized denominations representing a like aggregate Percentage Interest, as requested by the Certificateholder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the 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 Certificateholders at any time by the Owner Trustee with the consent of Certificateholders entitled to a majority of the Voting Rights (except as provided in the Deposit Trust Agreement). Any consent by the Certificateholder of this Owner Trust Certificate shall be conclusive and binding on such Certificateholder and upon all future 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 Owner Trust Certificate. 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; provided, however, that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James, living on the date hereof. Unless the Certificate of Authentication on this Owner Trust Certificate has been executed by or on behalf of the Certificate Registrar, by manual signature, this Owner Trust Certificate shall not be entitled to any benefit under the Deposit Trust Agreement or be valid for any purpose. IN WITNESS WHEREOF, the Owner Trustee has caused this Owner Trust Certificate to be duly executed. ______________________________________________, not individually, but solely in its capacity as Owner Trustee _______________________________________________ Authorized Officer This is one of the Owner Trust Certificates referred to in the within-referenced Deposit Trust Agreement. Date: ______________________________________________, not individually, but solely in its capacity as Certificate Registrar _______________________________________________ Authorized Officer ASSIGNMENT FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s) and transfer(s) unto ___________________________________________________________ ________________________________________________________________________________ ____________________________________________________________ [(Please print or typewrite name(s) and address(es), including postal zip code of assignee(s)] ("Assignee(s)") that portion of the interest in the Trust represented by the within Owner Trust Certificate set forth below and hereby authorize(s) the transfer and registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust. I (we) further direct the Certificate Registrar to issue a new Owner Trust Certificate of the same Class for that portion of the interest in the Trust represented by the within Owner Trust Certificate set forth below to the above-named Assignee(s) and deliver such Owner Trust Certificate to the following address: ____________________________________________________________; to issue a new Owner Trust Certificate of the same Class for the remainder of the interest in the Trust represented by the within Owner Trust Certificate to the above-named Assignor(s) and deliver such Owner Trust Certificate to the following address: ______________________ _________________________; and to cancel the within Owner Trust Certificate. Date:_______________________ ________________________________________ Signature by or on behalf of Assignor(s) Percentage Interest Transferred:___________ ___________________________________ Taxpayer Identification Number EXHIBIT A-2 FORM OF CLASS [XS] OWNER TRUST CERTIFICATE ICCMAC COMMERCIAL TRUST [I] CLASS [XS] OWNER TRUST CERTIFICATE evidencing a non-assessable, fully paid ___% interest in the Class [XS] Owner Trust Certificates, which, collectively with the Class [P] and Class [R] Owner Trust Certificates, evidence the entire beneficial ownership interest in ICCMAC Commercial Trust [______], a __________ 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: Percentage Interest in Related Class ____________, 199_ Evidenced by this Class [XS] Owner Trust Certificate: ___% First Payment Date: _______, 199__ Closing Date: _________, 199__ Depositor and Initial Holder of the Owner Trustee: __________ Owner Trust Certificates: Imperial Credit Commercial Mortgage Acceptance Corp. Owner Trust Certificate No. XS-___ THIS OWNER TRUST CERTIFICATE DOES NOT REPRESENT AN INTEREST IN, OR OBLIGATION OF, THE DEPOSITOR, THE OWNER TRUSTEE, ANY OF THEIR RESPECTIVE AFFILIATES, OR ANY OTHER PERSON. NEITHER THIS OWNER TRUST 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. THIS OWNER TRUST CERTIFICATE IS SUBJECT TO VARIOUS TRANSFER RESTRICTIONS DESCRIBED HEREIN. This Owner Trust Certificate is issued pursuant to, and in accordance with, the terms of a Deposit Trust Agreement, dated as of ___________, 199__ (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 initial Certificateholder and _______________ as Owner Trustee (the "Owner Trustee"), a summary of certain of the pertinent provisions of which are set forth herein. This Owner Trust 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 Owner Trust Certificate by virtue of the acceptance hereof assents and by which such Certificateholder is bound. In the event of a conflict between the provisions of this Owner Trust Certificate and those of the Deposit Trust Agreement, the provisions of the Deposit Trust Agreement shall control. This certifies that _________________________ is the registered owner of the beneficial interest evidenced by this Owner Trust Certificate in the trust established pursuant to the Deposit Trust Agreement and designated as ICCMAC Commercial Trust [______] (the "Trust"). The assets of the Trust include various commercial mortgage loans (the "Mortgage Loans"). Except to the extent of their execution and authentication, respectively, of the Owner Trust Certificates, the Owner Trustee and the Certificate Registrar make no representation or warranty as to any of the statements contained herein or the validity or sufficiency of this Owner Trust Certificate or the Mortgage Loans. The Owner Trustee has executed this Owner Trust Certificate in its limited capacity as Owner Trustee under the Deposit Trust Agreement, and the Certificate Registrar has authenticated this Owner Trust Certificate in its limited capacity as Certificate Registrar under the Deposit Trust Agreement. Distributions on the Certificates will be made, to the extent of available funds, on the __ 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 __________, 199__. As more fully described in the Deposit Trust Agreement, distributions allocable to interest accrued on the Class [XS] Certificates will be made on each Payment Date up to the Accrued Certificate Interest in respect of the Class [XS] Certificates for the related Payment Date and, to the extent not previously paid, for all prior Payment Dates. As and to the extent described in the Deposit Trust Agreement, distributions of interest on the Class [XS] Certificates will be limited to the amount available for such purposes in the Certificate Account. Such available funds will be distributed on each Payment Date on a pro rata basis among the Holders of the Class [P] Certificates and the Holders of the Class [XS] Certificates in respect of Accrued Certificate Interest. Pursuant to the Deposit Trust Agreement, all payments made with respect to any Class of Owner Trust Certificates on any Payment Date shall be allocated pro rata among such Owner Trust Certificates based upon their respective Percentage Interests. Payments to the Certificateholders on each Payment Date will be made to the Certificateholders of record on the related Record Date. Payments to any Certificateholder on any Payment Date shall be made by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Owner Trustee in writing at least five (5) Business Days prior to the related Record Date and if such Certificateholder is the registered owner of Owner Trust Certificates representing at least a _____ % Percentage Interest in any Class thereof, or otherwise by check mailed by first class mail to the address of such Certificateholder appearing in the Certificate Register. Final payment on each Owner Trust Certificate will be made in like manner, but only upon presentment and surrender of such Owner Trust Certificate at the Corporate Trust Office or such other location specified in the notice to Certificateholders of such final payment. This Owner Trust Certificate is one of a duly authorized issue of Owner Trust Certificates designated as ICCMAC Commercial Trust [______], Owner Trust Certificates, representing a fractional undivided beneficial interest in a Trust Estate consisting of (a) the Mortgage Loans and all payments thereon and proceeds thereof from and after the Cut-off Date, (b) the Operative Agreements (i) to which the Depositor is a party or (ii) of which the Depositor is a third party beneficiary, including the right to receive all income on the Mortgage Loans, (iii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and (iv) all proceeds of every kind and nature whatsoever in respect thereof, including all proceeds of the conversion, 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 the foregoing, subject, to the Lien in favor of the Indenture Trustee. This Owner Trust 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. No sale, transfer or other disposition of any Owner Trust Certificate may be made, and the Certificate Registrar shall refuse to register any such transfer, unless the Depositor (or, if the Depositor no longer exists, 100% of the other Certificateholders) shall consent in writing to such sale, transfer or other disposition. The Depositor (or any such other Certificateholder) shall be entitled to request from the parties interested in effecting such sale, transfer or other disposition, and to rely upon, a certification of facts and/or an opinion of counsel which establishes to the satisfaction of the Depositor (or such other Certificateholders) that such sale, transfer or other disposition is permissible under applicable law and the Operative Agreements. No transfer, sale, pledge or other disposition of this Owner Trust Certificate or any interest herein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the 1933 Act and any applicable state securities laws, or is otherwise made in accordance with the 1933 Act and such state securities laws. The Trust has not been registered as an investment company under the 1940 Act, and no transfer of an Owner Trust Certificate may be made (i) to any Person other than a QIB or an Affiliate of the Trust or (ii) to any Person that would require the Trust or any such trust fund to be registered as an investment company under the 1940 Act. No transfer of this Owner Trust Certificate or any interest herein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing this Owner Trust Certificate or interest herein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan. No sale, transfer or other disposition of any Owner Trust Certificate may be made, and the Certificate Registrar shall refuse to register any such transfer, if such sale, transfer or other disposition would result in the Trust ceasing to be a qualified REIT subsidiary within the meaning of Section 856(i) of the Code. For so long as the Bonds are outstanding and the Lien of the Indenture has not been satisfied and discharged, no sale, transfer or other disposition of any Owner Trust Certificate may be made, and the Certificate Registrar shall refuse to register any such transfer, unless 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 the qualification, downgrade or withdrawal of any then current rating on the Bonds. No assignment, conveyance or other transfer of this Owner Trust 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. Prior to transfer of this Owner Trust Certificate in accordance with the foregoing and the Deposit Trust Agreement, the Owner Trustee, the Indenture Trustee and the Certificate Registrar and any agent of any of them may treat the person or entity in whose name this Owner Trust 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 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 Owner Trust Certificate is exchangeable for other Owner Trust Certificates of the same Class in authorized denominations representing a like aggregate Percentage Interest, as requested by the Certificateholder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the 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 Certificateholders at any time by the Owner Trustee with the consent of Certificateholders entitled to a majority of the Voting Rights (except as provided in the Deposit Trust Agreement). Any consent by the Certificateholder of this Owner Trust Certificate shall be conclusive and binding on such Certificateholder and upon all future 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 Owner Trust Certificate. 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; provided, however, that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James, living on the date hereof. Unless the Certificate of Authentication on this Owner Trust Certificate has been executed by or on behalf of the Certificate Registrar, by manual signature, this Owner Trust Certificate shall not be entitled to any benefit under the Deposit Trust Agreement or be valid for any purpose. IN WITNESS WHEREOF, the Owner Trustee has caused this Owner Trust Certificate to be duly executed. ______________________________________________, not individually, but solely in its capacity as Owner Trustee _______________________________________________ Authorized Officer This is one of the Owner Trust Certificates referred to in the within-referenced Deposit Trust Agreement. Date: ______________________________________________, not individually, but solely in its capacity as Certificate Registrar _______________________________________________ Authorized Officer ASSIGNMENT FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s) and transfer(s) unto ___________________________________________________________ ________________________________________________________________________________ ____________________________________________________________ [(Please print or typewrite name(s) and address(es), including postal zip code of assignee(s)] ("Assignee(s)") that portion of the interest in the Trust represented by the within Owner Trust Certificate set forth below and hereby authorize(s) the transfer and registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust. I (we) further direct the Certificate Registrar to issue a new Owner Trust Certificate of the same Class for that portion of the interest in the Trust represented by the within Owner Trust Certificate set forth below to the above-named Assignee(s) and deliver such Owner Trust Certificate to the following address: ____________________________________________________________; to issue a new Owner Trust Certificate of the same Class for the remainder of the interest in the Trust represented by the within Owner Trust Certificate to the above-named Assignor(s) and deliver such Owner Trust Certificate to the following address: ______________________ _________________________; and to cancel the within Owner Trust Certificate. Date:_______________________ ________________________________________ Signature by or on behalf of Assignor(s) Percentage Interest Transferred:___________ ___________________________________ Taxpayer Identification Number EXHIBIT A-3 FORM OF CLASS [R] OWNER TRUST CERTIFICATE ICCMAC COMMERCIAL TRUST [I] CLASS [R] OWNER TRUST CERTIFICATE evidencing a non-assessable, fully paid ___% interest in the Class [R] Owner Trust Certificates, which, collectively with the Class [P] and Class [XS] Owner Trust Certificates, evidence the entire beneficial ownership interest in ICCMAC Commercial Trust [______], a ___________ 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: Percentage Interest in Related Class ____________, 199_ Evidenced by this Class [XS] Owner Trust Certificate: ___% First Payment Date: _______, 199__ Closing Date: _________, 199__ Depositor and Initial Holder of the Owner Trustee: __________ Owner Trust Certificates: Imperial Credit Commercial Mortgage Acceptance Corp. Owner Trust Certificate No. R-___ THIS OWNER TRUST CERTIFICATE DOES NOT REPRESENT AN INTEREST IN, OR OBLIGATION OF, THE DEPOSITOR, THE OWNER TRUSTEE, ANY OF THEIR RESPECTIVE AFFILIATES, OR ANY OTHER PERSON. NEITHER THIS OWNER TRUST 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. THIS OWNER TRUST CERTIFICATE IS SUBJECT TO VARIOUS TRANSFER RESTRICTIONS DESCRIBED HEREIN. This Owner Trust Certificate is issued pursuant to, and in accordance with, the terms of a Deposit Trust Agreement, dated as of ___________, 199__ (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 initial Certificateholder and _________________ as Owner Trustee (the "Owner Trustee"), a summary of certain of the pertinent provisions of which are set forth herein. This Owner Trust 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 Owner Trust Certificate by virtue of the acceptance hereof assents and by which such Certificateholder is bound. In the event of a conflict between the provisions of this Owner Trust Certificate and those of the Deposit Trust Agreement, the provisions of the Deposit Trust Agreement shall control. This certifies that ___________________ is the registered owner of the beneficial interest evidenced by this Owner Trust Certificate in the trust established pursuant to the Deposit Trust Agreement and designated as ICCMAC Commercial Trust [______], (the "Trust"). The assets of the Trust include various commercial Mortgage Loans (the "Mortgage Loans"). Except to the extent of their execution and authentication, respectively, of the Owner Trust Certificates, the Owner Trustee and the Certificate Registrar make no representation or warranty as to any of the statements contained herein or the validity or sufficiency of this Owner Trust Certificate or the Mortgage Loans. The Owner Trustee has executed this Owner Trust Certificate in its limited capacity as Owner Trustee under the Deposit Trust Agreement, and the Certificate Registrar has authenticated this Owner Trust Certificate in its limited capacity as Certificate Registrar under the Deposit Trust Agreement. Distributions on the Certificates will be made, to the extent of available funds, on the __ 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 __________ 199__. As more fully described in the Deposit Trust Agreement, distributions on the Class [R] Certificates will be in an amount equal to the remaining portion, if any, of the Certificateholder Funds for each Payment Date after making all payments on the Class [XS] and Class [P] Certificates. Pursuant to the Deposit Trust Agreement, all payments made with respect to any Class of Owner Trust Certificates on any Payment Date shall be allocated pro rata among such Owner Trust Certificates based upon their respective Percentage Interests. Payments to the Certificateholders on each Payment Date will be made to the Certificateholders of record on the related Record Date. Payments to any Certificateholder on any Payment Date shall be made by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have so notified the Owner Trustee in writing at least five (5) Business Days prior to the related Record Date and if such Certificateholder is the registered owner of Owner Trust Certificates representing at least a ____ % Percentage Interest in any Class thereof, or otherwise by check mailed by first class mail to the address of such Certificateholder appearing in the Certificate Register. Final payment on each Owner Trust Certificate will be made in like manner, but only upon presentment and surrender of such Owner Trust Certificate at the Corporate Trust Office or such other location specified in the notice to Certificateholders of such final payment. This Owner Trust Certificate is one of a duly authorized issue of Owner Trust Certificates designated as ICCMAC Commercial Trust [______], Owner Trust Certificates, representing a fractional undivided beneficial interest in a Trust Estate consisting of (a) the Mortgage Loans and all payments thereon and proceeds thereof from and after the Cut-off Date, (b) the Operative Agreements (i) to which the Depositor is a party or (ii) of which the Depositor is a third party beneficiary, including the right to receive all income on the Mortgage Loans, (iii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing and (iv) all proceeds of every kind and nature whatsoever in respect thereof, including all proceeds of the conversion, 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 the foregoing, subject, to the Lien in favor of the Indenture Trustee. This Owner Trust 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. No sale, transfer or other disposition of any Owner Trust Certificate may be made, and the Certificate Registrar shall refuse to register any such transfer, unless the Depositor (or, if the Depositor no longer exists, 100% of the other Certificateholders) shall consent in writing to such sale, transfer or other disposition. The Depositor (or any such other Certificateholder) shall be entitled to request from the parties interested in effecting such sale, transfer or other disposition, and to rely upon, a certification of facts and/or an opinion of counsel which establishes to the satisfaction of the Depositor (or such other Certificateholders) that such sale, transfer or other disposition is permissible under applicable law and the Operative Agreements. No transfer, sale, pledge or other disposition of this Owner Trust Certificate or any interest herein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the 1933 Act and any applicable state securities laws, or is otherwise made in accordance with the 1933 Act and such state securities laws. The Trust has not been registered as an investment company under the 1940 Act, and no transfer of an Owner Trust Certificate may be made (i) to any Person other than a QIB or an Affiliate of the Trust or (ii) to any Person that would require the Trust or any such trust fund to be registered as an investment company under the 1940 Act. No transfer of this Owner Trust Certificate or any interest herein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to ERISA or the Code (each, a "Plan"), or (B) to any Person who is directly or indirectly purchasing this Owner Trust Certificate or interest herein on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan. No sale, transfer or other disposition of any Owner Trust Certificate may be made, and the Certificate Registrar shall refuse to register any such transfer, if such sale, transfer or other disposition would result in the Trust ceasing to be a qualified REIT subsidiary within the meaning of Section 856(i) of the Code. For so long as the Bonds are outstanding and the Lien of the Indenture has not been satisfied and discharged, no sale, transfer or other disposition of any Owner Trust Certificate may be made, and the Certificate Registrar shall refuse to register any such transfer, unless 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 the qualification, downgrade or withdrawal of any then current rating on the Bonds. No assignment, conveyance or other transfer of this Owner Trust 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. Prior to transfer of this Owner Trust Certificate in accordance with the foregoing and the Deposit Trust Agreement, the Owner Trustee, the Indenture Trustee and the Certificate Registrar and any agent of any of them may treat the person or entity in whose name this Owner Trust 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 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 Owner Trust Certificate is exchangeable for other Owner Trust Certificates of the same Class in authorized denominations representing a like aggregate Percentage Interest, as requested by the Certificateholder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or exchange, but the 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 Certificateholders at any time by the Owner Trustee with the consent of Certificateholders entitled to a majority of the Voting Rights (except as provided in the Deposit Trust Agreement). Any consent by the Certificateholder of this Owner Trust Certificate shall be conclusive and binding on such Certificateholder and upon all future 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 Owner Trust Certificate. 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; provided, however, that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James, living on the date hereof. Unless the Certificate of Authentication on this Owner Trust Certificate has been executed by or on behalf of the Certificate Registrar, by manual signature, this Owner Trust Certificate shall not be entitled to any benefit under the Deposit Trust Agreement or be valid for any purpose. IN WITNESS WHEREOF, the Owner Trustee has caused this Owner Trust Certificate to be duly executed. _____________________________________________, not individually, but solely in its capacity as Owner Trustee ______________________________________________ Authorized Officer This is one of the Owner Trust Certificates referred to in the within-referenced Deposit Trust Agreement. Date: ______________________________________________, not individually, but solely in its capacity as Certificate Registrar _______________________________________________ Authorized Officer ASSIGNMENT FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s), assign(s) and transfer(s) unto ___________________________________________________________ ________________________________________________________________________________ ____________________________________________________________ [(Please print or typewrite name(s) and address(es), including postal zip code of assignee(s)] ("Assignee(s)") that portion of the interest in the Trust represented by the within Owner Trust Certificate set forth below and hereby authorize(s) the transfer and registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust. I (we) further direct the Certificate Registrar to issue a new Owner Trust Certificate of the same Class for that portion of the interest in the Trust represented by the within Owner Trust Certificate set forth below to the above-named Assignee(s) and deliver such Owner Trust Certificate to the following address: ____________________________________________________________; to issue a new Owner Trust Certificate of the same Class for the remainder of the interest in the Trust represented by the within Owner Trust Certificate to the above-named Assignor(s) and deliver such Owner Trust Certificate to the following address: ______________________ _________________________; and to cancel the within Owner Trust Certificate. Date:_______________________ ____________________________________ Signature by or on behalf of Assignor(s) Percentage Interest Transferred:___________ ___________________________________ Taxpayer Identification Number EX-4.4 8 FORM OF ADMINISTRATION AGREEMENT ADMINISTRATION AGREEMENT THIS ADMINISTRATION AGREEMENT, dated as of ____________ (this "Agreement"), among _______________________, as owner trustee (the "Owner Trustee"), and on behalf of ICCMAC Commercial Trust [______] (the "Trust"), a business trust created under the laws of the State of [Delaware] pursuant to the Deposit Trust Agreement referred to below and acting through ___________, not in its individual capacity but solely as owner-trustee under such Deposit Trust Agreement (the "Owner-Trustee", which term includes any successor entity hereunder and thereunder) and _________________________, a _____________, as administrator (the "Administrator"). W I T N E S S E T H : WHEREAS, the Trust was established pursuant to a Deposit Trust Agreement, dated as of ______________ (the "Deposit Trust Agreement"), between Imperial Credit Commercial Mortgage Acceptance Corp., as depositor (in such capacity, the "Depositor") and initial holder of the Owner Trust Certificates issued thereunder, and the Owner Trustee. WHEREAS, the Trust is issuing certain bonds (the "Bonds") pursuant to an Indenture, dated as of _______________ (the "Indenture"), between the Owner Trustee, on behalf of the Trust, and ______________ as indenture trustee (the "Indenture Trustee") for the benefit of holders of the Bonds. WHEREAS, pursuant to the Indenture, the Trust is required to perform certain duties in connection with the Bonds and the collateral therefor pledged pursuant to the Indenture (the "Collateral"). WHEREAS, the Trust desires to have the Administrator perform certain duties of the Trust referred to in the Indenture and to provide such additional services consistent with the terms of this Agreement as the Trust may from time to time request. WHEREAS, the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Trust and the Owner Trustee on the terms set forth herein. NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Deposit Trust Agreement as in effect on the date hereof or, if not defined therein, in the Indenture as in effect on the date hereof. 2. Duties of the Administrator. (a) Duties with Respect to the Indenture. The Administrator agrees to perform all its duties as Administrator and certain of the duties of the Trust under the Indenture. The Administrator shall monitor the performance by the Trust of its duties under the Indenture and shall advise the Owner Trustee when action is necessary to comply with the Trust's duties under the Indenture. The Administrator shall prepare or cause to be prepared for execution by the Owner Trustee on behalf of the Trust, all such documents, reports, filings, instruments, certificates and opinions that the Trust is required to prepare, file or deliver pursuant to the Indenture and the Deposit Trust Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that the Trust is required to take pursuant to the Indenture (including, without limitation, [(i) Section 2.12(c) of the Indenture, (ii) Section 3.07 of the Indenture, (iii) Sections 6.09(c), (g) and (h) of the Indenture, (iv) Section 7.04(a) of the Indenture, (v) Section 9.01 of the Indenture, (vi) Section 9.02 of the Indenture, (vii) Section 3.02 of the Indenture, (viii) Section 12.01 of the Indenture and (ix) Section 14.15 of the Indenture [add references to other appropriate sections]),] except any such duties that (a) constitute non-ministerial matters (as defined and described in Section 2(c) below), (b) are expressly required to be performed by the Owner Trustee on behalf of the Issuer or (c) constitute payment obligations of the Issuer (it being understood and agreed that the Administrator in its individual capacity shall not be responsible for any payment obligations of the Issuer). (b) Performance of Duties. (i) In carrying out the duties of the Trust under the Indenture and any of its other obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Trust and shall be on terms and conditions that are, in the Administrator's judgment, no less favorable to the Trust than would be available from unaffiliated parties. (ii) In carrying out any of its obligations under this Agreement, the Administrator may act either directly or through agents, attorneys, accountants, independent contractors and auditors and enter into agreements with any of them. (c) Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not be under any obligation to take any action, and in any event shall not take any action unless the Administrator shall have received instructions from the Owner Trustee or from Certificateholders entitled to a majority of the Voting Rights under the Deposit Trust Agreement. For the purpose of the preceding sentence, "non-ministerial matters" shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Trust and the compromise or settlement of any action, claim or lawsuit brought by or against the Trust; (C) the involvement in any lawsuit or other legal action against the Indenture Trustee, including, without limitation, consenting to the settlement of any third party claim by the Indenture Trustee; (D) [exercising discretion with respect to any action or proposed action in connection with the Pledged Mortgage Loans to the extent the Issuer has the right to exercise such discretion under the terms of Section ___ of the Servicing and Administration Agreement]; (E) the appointment of successor Indenture Trustees pursuant to the Indenture; (F) the removal of the Owner Trustee; (G) the removal of the Indenture Trustee; and (H) any action that the Issuer is entitled but not obligated to take under the Indenture; provided that, notwithstanding the foregoing, the Administrator may, with the consent of the Owner Trustee or Certificateholders entitled to a majority of the Voting Rights under the Deposit Trust Agreement, take any action with respect to non-ministerial matters that the Administrator, in its good faith judgment, deems to be the best interests of the Trust. The Administrator shall be entitled to be reimbursed by the Trust for any expenses or liabilities incurred without willful misconduct, bad faith or [gross] negligence in connection with non-ministerial matters. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, take any action that the Trust directs the Administrator not to take on its behalf. 3. Records. The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Trust, the Depositor and the Certificateholders at any time during normal business hours. 4. Compensation. As compensation for the performance of the Administrator's obligations under this Agreement, the Administrator shall be entitled to: (i) a fee payable as provided under the Indenture equal to _______________; [and (ii) interest and investment income earned on funds held on deposit in the Bond Account from time to time, which interest and income shall be payable as provided under the Indenture. The Administrator may, subject to and in accordance with the terms of the Indenture, direct the Indenture Trustee to invest funds on deposit in the Bond Account from time to time and shall, in accordance with the Indenture, deposit into the Bond Account an amount sufficient to cover any losses in respect of the funds so invested promptly following the occurrence of each such loss, if any.] 5. Independence of the Administrator. For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Trust, the Owner Trustee or the Indenture Trustee with respect to the manner in which it performs its obligations hereunder. Except to the extent expressly set forth herein or otherwise authorized by the Trust, the Administrator shall not have any authority to act for or represent the Trust, the Owner Trustee or the Indenture Trustee in any way and shall not otherwise be deemed an agent of the Trust or the Indenture Trustee. 6. No Joint Venture. Nothing contained in this Agreement (i) shall constitute the Administrator and the Trust, the Owner Trustee, the Indenture Trustee or the Depositor as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose on any of them liability as such a member or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others. 7. Other Activities of the Administrator. Nothing herein shall prohibit the Administrator or its Affiliates from (in its or their sole discretion) engaging in other businesses or from acting in a similar capacity as a general administrator or manager for any other person or entity, even though such person or entity may engage in business activities similar to those of the Trust, the Owner Trustee or the Indenture Trustee. 8. Term of Agreement; Resignation and Removal of Administrator. (a) This Agreement shall continue in force until the dissolution, liquidation or other termination of the Trust, upon which event this Agreement shall automatically terminate. (b) The Administrator shall not be permitted to resign from the obligations and duties hereby imposed on it, except upon the determination that such obligations and duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Administrator shall be evidenced by an opinion of counsel to such effect delivered to the Owner Trustee on behalf of the Trust. (c) Subject to Section 8(e) of this Agreement, the Trust may remove the Administrator without cause by providing the Administrator with at least 60 days' prior written notice. (d) Subject to Section 8(e) of this Agreement, at the sole option of the Trust, the Administrator may be removed immediately upon written notice of termination from the Trust to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Owner Trustee on behalf of the Trust); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts generally as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Trust, the Owner Trustee and the Indenture Trustee within seven days following the occurrence of such event. (e) No resignation or removal of the Administrator pursuant to this Section shall be effective unless and until (i) a successor Administrator shall have been appointed by the Depositor (with the consent of the Owner Trustee, which consent shall not be unreasonably withheld) and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the predecessor Administrator is bound hereunder. (f) The appointment of any successor Administrator shall be effective only after each Rating Agency, after having been given ten days prior notice of such proposed appointment, shall have confirmed in writing that such appointment will not result in a qualification, downgrade or withdrawal of the rating then assigned by such Rating Agency to any Class of the Bonds. 9. Action upon Termination, Resignation or Removal. Promptly upon the effective date of any termination of this Agreement pursuant to Section 8(a) of this Agreement or the resignation or removal of the Administrator pursuant to Section 8(b), 8(c) or 8(d) of this Agreement, respectively, the Administrator shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such termination, resignation or removal. The Administrator shall forthwith upon such termination pursuant to Section 8(a) of this Agreement deliver to the Trust all property and documents of or relating to the Bonds or the Collateral then in the custody of the Administrator. In the event of the resignation or removal of the Administrator pursuant to Section 8(b), 8(c) or 8(d) of this Agreement, respectively, the Administrator shall cooperate with the Trust and take all reasonable steps requested to assist the Trust in making an orderly transfer of the duties of the Administrator. 10. Notices. Any notice, report or other communication given hereunder shall be in writing and addressed as follows: (a) if to the Trust or Owner Trustee, to: ICCMAC Commercial Trust [______] c/o ____________________________ ________________________________ ________________________________ Attention: ICCMAC Commercial Trust [______], Series 199__-__ (b) If to the Administrator, to: ________________________________ ________________________________ ________________________________ Facsimile number: ______________ Attention: ____________________ with a copy to: ________________________________ ________________________________ Attention: ____________________ (c) If to the Indenture Trustee, to: ________________________________ ________________________________ ________________________________ Facsimile number: ______________ Attention: ____________________ or to such other address as any such party shall have provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, or hand-delivered to the address of such party as provided above. 11. Amendments. (a) This Agreement may be amended from time to time by the parties hereto as specified in this Section, provided that any amendment be accompanied by the written consent of the Indenture Trustee and an opinion of counsel shall be furnished to the Indenture Trustee stating that such amendment complies with the provisions of this Section. (b) If the purpose of the amendment is to prevent the imposition of any federal or state taxes at any time that any Bonds are outstanding (i.e. technical in nature), it shall not be necessary to obtain the consent of any Bondholder to such amendment, but the Indenture Trustee shall be furnished with an opinion of counsel that such amendment is necessary or helpful to prevent the imposition of such taxes and is not materially adverse to any Bondholder. (c) If the purpose of the amendment is to add or eliminate or change any provision of this Agreement other than as contemplated in clause (b) above, it shall not be necessary to obtain the consent of any Bondholder to such amendment, but such amendment shall not be effective unless the Indenture Trustee shall have been furnished with a letter from each Rating Agency confirming that such amendment will not result in the qualification, downgrading or withdrawal of the rating then assigned by such Rating Agency to any Class of the Bonds. 12. Successors and Assigns. This Agreement shall not be assigned by the Administrator unless (i) such assignment is previously consented to in writing by the Trust [and the Indenture Trustee], (ii) each Rating Agency, after having been given 10 days' prior written notice of such assignment, shall have confirmed in writing confirming that such assignment will not result in a qualification, downgrade or withdrawal of the rating then assigned by such Rating Agency to any Class of the Bonds and (iii) the assignee shall have agree in writing to be bound by the terms of this Agreement in the same manner as the predecessor Administrator is bound hereunder. Notwithstanding the preceding sentence, the Administrator may be merged with or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in which case any Person resulting from any merger or consolidation to which the Administrator shall be a party, or any Person succeeding to the business of the Administrator, shall be the successor of the Administrator hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto [; provided, however, that no such successor or resulting Person shall succeed to the rights or duties of the Administrator hereunder unless each Rating Agency shall have confirmed in writing that such succession will not result in the qualification, downgrading or withdrawal of the rating then assigned by such Rating Agency to any Class of the Bonds]. Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto. 13. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF [NEW YORK], WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 14. Headings. The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement. 15. Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall together constitute but one and the same agreement. 16. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall 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. 17. Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, this instrument has been executed by __________________ not in its individual capacity but solely in its capacity as Owner Trustee of the Trust and in no event shall ________________ in its individual capacity have any liability for the representations, warranties, covenants, agreements or other obligations of the Trust hereunder, as to all of which recourse shall be had solely to the assets of the Trust. 18. Third-Party Beneficiary. The Indenture Trustee on behalf of the Bondholders is a third-party beneficiary to this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto. * * * * * * * * IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first above written. ICCMAC COMMERCIAL TRUST [________] By: ____________________, not in its individual capacity but solely as Owner Trustee By: _________________________ Name: Title: _________________________________, as Administrator By: ____________________________, its general partner By: _________________________ Name: Title: EX-5.1 9 OPINION RE: LEGALITY Exhibit 5.1 August 12, 1998 Imperial Credit Commercial Mortgage Acceptance Corp. 11601 Wilshire Boulevard No. 2080 Los Angeles, California 90025 Re: Collateralized Mortgage Bonds ----------------------------- Gentlemen: We have acted as special counsel to Imperial Credit Commercial Mortgage Acceptance Corp. (the "Depositor") in connection with the Registration Statement on Form S-3 (the "Registration Statement"), which Registration Statement is being filed with the Securities and Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933, as amended (the "Act"). The Prospectus describes Collateralized Mortgage Bonds ("Bonds") to be sold by the Depositor in one or more series (each, a "Series") of Bonds. Each Series of Bonds will be issued under a separate indenture (each, an "Indenture") between the Depositor or a trust formed by the Depositor (in either case, the "Issuer"), an indenture trustee (an "Indenture Trustee") and, if applicable, such other parties to be identified in the Prospectus Supplement for such Series. The form of Indenture (an "Indenture") is filed as an exhibit to Depositor's Registration Statement. Capitalized terms used and not otherwise defined herein have the respective meanings given to such terms in the Registration Statement. In rendering the opinions set forth below, we have examined and relied upon the following: (1) the Registration Statement, the Prospectus and the form of Prospectus Supplement constituting a part thereof, each substantially in the form filed with the Commission; (2) the Indenture and (3) such other documents, materials and authorities as we have deemed necessary in order to enable us to render our opinion set forth below. We express no opinion with respect to any Series of Bonds for which we do not act as counsel to the Depositor. Based on the foregoing, we are of the opinion that: 1. When an Indenture for a Series of Bonds has been duly and validly authorized, executed and delivered by the Depositor, an Indenture Trustee and any other party thereto, such Indenture will constitute a valid and legally binding agreement of the Issuer, enforceable against the Issuer in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to creditors' rights generally, and to general principles of equity including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law. 2. When an Indenture for a Series of Bonds has been duly and validly authorized, executed and delivered by the Issuer, an Indenture Trustee and any other party thereto, and the Bonds of such Series have been duly executed, authenticated, delivered and sold as contemplated in the Registration Statement, such Bonds will be legally and validly issued, fully paid and nonassessable obligations of the Issuer, enforceable against the Issuer in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership or other laws relating to creditors' rights generally, and to general principles of equity including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and will be validly issued and outstanding and entitled to the benefits provided by the Indenture. 3. The description of federal income tax consequences appearing under the heading "Federal Income Tax Consequences" in the Prospectus accurately describes the material federal income tax consequences to holders of Offered Bonds under existing law and subject to the qualifications and assumptions stated therein. We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to this firm under the headings "Legal Matters" and "Federal Income Tax Consequences" in the Prospectus, which is a part of the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Act. Very truly yours, /s/ Cadwalader, Wickersham & Taft -----END PRIVACY-ENHANCED MESSAGE-----