FORM OF CERTIFICATES
Published on December 8, 1997
EXHIBIT 10.27
EXHIBIT A-5
PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY
TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH BELOW.
THE RIGHTS OF HOLDERS OF THE CLASS E CERTIFICATES TO RECEIVE DISTRIBUTIONS OF
PRINCIPAL AND INTEREST IN RESPECT OF THE MORTGAGE LOANS WILL BE SUBORDINATED TO
THE RIGHTS OF THE CLASS A, CLASS B, CLASS C, CLASS D, CLASS I-1, CLASS I-2,
CLASS R AND CLASS LR CERTIFICATES TO RECEIVE DISTRIBUTIONS OF INTEREST AND THE
RIGHTS OF HOLDERS OF THE CLASS A, CLASS B, CLASS C, CLASS D, CLASS R AND CLASS
LR CERTIFICATES TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON THAT THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A PROMULGATED UNDER THE 1933 ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE 1933 ACT (IF AVAILABLE) OR (3) TO AN ACCREDITED
INVESTOR AS DEFINED IN REGULATION D UNDER THE 1933 ACT IN A TRANSACTION EXCEPT
FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, AND IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF THE EXEMPTION
PROVIDED BY RULE 144 FOR RESALES OF THIS CERTIFICATE.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF
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") OR
ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE
FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A "PLAN"), OR ANY
PERSON INVESTING THE ASSETS OF A PLAN EXCEPT AS PROVIDED IN SECTION 5.03(b) OF
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
LTC COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1993-1, CLASS E
evidencing a nonassessable, fully paid
percentage interest in a trust fund
which includes a pool of commercial mortgage loans
Pass-Through Rate: 9.78% No. R-
Initial Certificate Principal First Distribution Date:
Amount: $ August 28, 1993
Original Class E Aggregate Final Scheduled
Certificate Principal Amount: Distribution Date: November 28, 2012
$26,382,110.83
Cut-Off Date: July 20, 1993
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This certifies that ____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate (obtained by dividing the
initial Certificate Principal Amount of this Certificate by the Original Class E
Aggregate Certificate Principal Amount, each as noted on the face hereof) in the
Trust Fund, including the distributions to be made with respect to the Class E
Certificates. The Trust Fund, described more fully below, consists primarily of
Mortgage Loans held in trust by the Trustee and serviced by the Master Servicer
and the Special Servicer, as applicable. The Trust Fund was created, and the
Mortgage Loans are to be serviced, pursuant to the Agreement (as defined below).
The Holder of this Certificate, by virtue of the acceptance hereof, assents to
the terms, provisions and conditions of the Agreement and is bound thereby. Also
issued under the Agreement are Class A, Class B, Class C, Class D, Class I-1
Class I-2, Class R and Class LR Certificates (together with the Class E
Certificates, the "Certificates") (the Holders of Certificates issued under the
Agreement are collectively referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of July 20, 1993 (the
"Agreement") among LTC REMIC Corporation, as Depositor, Bankers Trust Company,
as Master Servicer, LTC Properties, Inc., as Special Servicer, and Union Bank,
as Trustee. To the extent not defined herein, capitalized terms used herein
shall have the meanings assigned thereto in the Agreement.
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR A DEPOSIT OR
OBLIGATION OF THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL
SERVICER OR THE TRUSTEE, OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY
PRIVATE ENTITY.
This Certificate represents a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a) (1) and 860D of the Internal Revenue Code of 1986, as amended
(the "Code"). Each Holder of this Certificate, by acceptance hereof, agrees to
treat, and to take no action inconsistent with the treatment of, this
Certificate in accordance with the preceding sentence for purposes of federal
income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.
This Certificate is issued on August 4, 1993, and based on its issue
price of 73.90317%, including accrued interest, and a stated redemption price at
maturity equal to its initial principal balance (plus six days of interest at
the pass-through rate hereon), is issued with original issue discount ("OID")
for federal income tax purposes. Assuming that this Certificate pays
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in accordance with projected cash flows reflecting the prepayment assumption of
3% CPR (as defined in the Offering Circular dated July 28, 1993 with respect to
the offering of the Class A Certificates, Class B Certificates, Class R
Certificates and Class LR Certificates) used to price this Certificate: (i) the
amount of OID as a percentage of the initial principal balance of this
Certificate is approximately 26.25983328%; (ii) the annual yield to maturity of
this Certificate, compounded monthly, is approximately 14.55%; and (iii) the
amount of OID allocable to the short first accrual period (August 4, 1993 to
August 28, 1993) as a percentage of the initial principal balance of this
Certificate, calculated using the exact method, is approximately 0.06392639%.
The Trustee makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed and authenticated this Certificate in its
limited capacity as Trustee under the Agreement.
Pursuant to the terms of the Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute, on the twenty-eighth day of
each month or if any such twenty-eighth day is not a Business Day, on the next
succeeding Business Day (each such date, a "Distribution Date"), commencing in
August 1993, to the Person in whose name this Certificate is registered as of
the related Record Date, an amount equal to such Person's pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of
the aggregate amount of principal and interest then distributable, if any,
allocable to the Class E Certificates for such Distribution Date, all as more
fully described in the Agreement. The amount of interest which accrues on this
Certificate during an Interest Accrual Period will be subject to reduction with
respect to any Net Aggregate Prepayment Interest Shortfall allocated to the
Class E Certificates, as described in the Agreement.
Interest will accrue on the outstanding Certificate Principal Amount
of this Certificate at the Pass-Through Rate specified on the face of this
Certificate. Interest will be calculated on the basis of a 360-day year of
twelve 30-day months. Interest accrued on this Certificate during an Interest
Accrual Period, plus the Outstanding Class Interest Shortfall with respect to
this Certificate, if any, will be payable on the related Distribution Date to
the extent provided in the Agreement. The "Interest Accrual Period" relating to
any Distribution Date is the month beginning on the 21st day of the month
preceding the month in which such Distribution Date occurs and ending on the
20th day of the month in which such Distribution Date occurs, commencing in
July, 1993.
With the exception of the final distribution in respect of this
Certificate, distributions on this Certificate will be
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made by the Trustee, Trustee, or the Paying Agent on behalf of the Trustee,
without the presentation or surrender of this Certificate or the making of any
notation hereon, by check mailed by first-class mail to the address of the
Holder set forth in the Certificate Register, or, provided the Holder holds
Certificates the aggregate initial Certificate Principal Amount of which exceeds
$5,000,000 and has provided the Trustee with wire instructions in writing at
least five Business Days before the related Record Date, by wire transfer of
immediately available funds to the account of such Holder at a bank or other
entity located in the United States and having appropriate facilities therefor.
The final distribution on this Certificate will be made in like manner after
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the Corporate Trust Office or
such other location specified in the notice to Holders of such final
distribution.
This Certificate is one of a duly authorized issue of Certificates
designated as LTC Commercial Mortgage Pass-Through Certificates, Series 1993-1
and represents a fractional undivided interest in a Trust Fund. As more fully
described in and subject to the limitations of the Agreement, the Trust Fund
will consist primarily of (i) such Mortgage Loans as from time to time are
subject to the Agreement, together with the Mortgage Files relating thereto;
(ii) all payments due on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the rights of the Trustee, Master Servicer and
Special Servicer under the insurance policies with respect to the Mortgage Loans
required to be maintained pursuant to this Agreement and any proceeds thereof;
(vi) any Assignments of Leases, Rents and Profits; (vii) any guaranties given as
additional security for any Mortgage Loans; (viii) all assets deposited in the
Collection Account, the Distribution Account, the Upper-Tier Distribution
Account and the REO Account including reinvestment income; and (ix) the proceeds
of any of the foregoing.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Agreement.
As provided in the Agreement, withdrawals from the Collection Account
may be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including, among other
things, reimbursement or payment to the Master Servicer, the Special Servicer or
the Trustee of certain expenses incurred or certain fees earned by the Master
Servicer, the Special Servicer or the Trustee, including, without limitation,
certain Nonrecoverable Advances.
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This Certificate does not purport to summarize the Agreement, and
reference is made to the Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register only upon surrender of this Certificate for registration of
transfer at the office of the Certificate Registrar or at the office of its
agent in the City of New York. The Trustee or the Certificate Registrar may
require that this Certificate be duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing. Thereupon, one or more new Certificates of a like
aggregate Percentage Interest in the same Class of authorized denominations will
be executed and authenticated by the Trustee and delivered by the Certificate
Registrar to the designated transferee or transferees.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar, any Paying Agent and any agent of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, Master Servicer, the Special
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by notice to the contrary.
As provided in the Agreement and subject to certain limitations herein
set forth, this Certificate is exchangeable for other Certificates of the same
Class of authorized denominations of like aggregate Percentage Interests, as
requested by the Holder 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 Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicer, the Special Servicer and the Trustee with the consent of the Holders
of Class A, Class B, Class C, Class D, Class E, Class I-1 Class I-2, Class R and
Class LR Certificates representing not less than 66-2/3% of the Voting Rights
allocated to each such Class of the Certificates affected by the amendment. Any
such consent by the Holder of
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this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificates issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates, provided that such amendment would not adversely affect
in any material respect the interests of any Certificateholder.
Each of the Master Servicer, any Holder of a Class LR Certificate and,
if all the Mortgage Loans are then Specially Serviced Mortgage Loans, the
Special Servicer, may at its option, upon not less than 30 days' prior notice
given to the Trustee, repurchase the Mortgage Loans and thereby effect an early
termination of the Trust Fund on any Distribution Date after the date on which
the aggregate Certificate Principal Amount of the Certificates (other than the
Class R or Class LR Certificates) is reduced to less than 10% of the initial
aggregate Certificate Principal Amount of the Certificates. All, but not less
than all, of the Mortgage Loans then included in the Trust Fund, and all
property acquired in respect of any Mortgage Loans, may be repurchased at a
purchase price, payable in cash, equal to not less than the greater of:
(i) the sum of:
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the Early Termination
Determination Date;
(B) all unpaid interest accrued on such principal balance of
each such Mortgage Loan at the related Mortgage Interest Rate to such
Early Termination Determination Date; and
(C) the fair market value of all other property included in
the Trust Fund as of such Early Termination Determination Date; and
(ii) the aggregate fair market value (determined in accordance with
Section 9.01(d) (ii) (B) of the Agreement) of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the Trust Fund,
as of the date of purchase.
The obligations created by the Agreement shall terminate upon the
earliest to occur of (i) the repurchase of all Mortgage Loans by the Master
Servicer, any Holder of a Class LR Certificate or the Special Servicer as
described above; (ii) the later of (a) the distribution to Certificateholders of
final payment with respect to the last outstanding Mortgage Loan or (b) the
disposition of all property acquired upon foreclosure or deed
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in lieu of foreclosure with respect to the last outstanding Mortgage Loan and
the remittance to the Certificateholders of all funds due under the Agreement;
or (iii) the sale of assets of the Trust Fund after the Certificate Principal
Amounts of all the Certificates (other than the Class R and Class LR
Certificates) have been reduced to zero under circumstances set forth in the
Agreement. In no event, however, will the trust created by the Agreement
continue beyond the expiration of 21 years from the death of the last surviving
descendant of a certain individual named in the Agreement living on the date
thereof.
Unless the Certificate of Authentication on this Certificate has been
executed by or on behalf of the Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
UNION BANK, not in its individual
capacity but solely as Trustee
By:_____________________________________
Authorized Officer
This is one of the Class E Certificates referred to in the Agreement.
Dated:_____________________
BANKERS TRUST COMPANY, as Certificate
Registrar
By:_____________________________________
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(s) of assignee(s)) ("Assignee(s)") the entire Percentage
Interest represented by the within Class E Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate
Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class E
Certificate of the entire Percentage Interest represented by the within Class E
Certificates to the above-named Assignee(s) and to deliver such Class E
Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________
Dated:________________ ______________________________
Signature by or on behalf of
Assignor(s)
______________________________
Taxpayer Identification Number
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of
distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions:__________________________________________________________________
________________________________________________________________________________
Distributions, if be made by wire transfer in immediately available funds to ___
________________________________________________________________________________
for account of _________________________________________________________________
account number _________________________________________________________________
This information is provided by ________________________________________________
the Assignee(s) named above, or ________________________________________________
as its (their) agent.
By_________________________________
_________________________________
[Please print or type name(s)]
_________________________________
Title
_________________________________
Taxpayer Identification Number
EXHIBIT A-6
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON THAT THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A PROMULGATED UNDER THE 1933 ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE 1933 ACT (IF AVAILABLE) OR (3) TO AN ACCREDITED
INVESTOR AS DEFINED IN REGULATION D UNDER THE 1933 ACT IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, AND IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32)
OF ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), OR ANY PERSON INVESTING THE ASSETS OF A PLAN.
LTC COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1993-1, CLASS I-1
evidencing a nonassessable, fully paid
percentage interest in a trust fund
which includes a pool of commercial mortgage loans
No. R
Percentage Interest evidenced First Distribution Date:
by this Certificate: August 28, 1993
Initial Class I-1 Certificate Final Scheduled
Notional Amount $88,270,000.00 Distribution Date: November 28, 2012
Cut-off Date: July 20, 1993
This certifies that _____________________ is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly Distributions
to Holders of Class I-1 Certificates with respect to the Trust Fund. The Trust
Fund, described more fully below, consists primarily of Mortgage Loans held in
trust by the Trustee and serviced by the Master Servicer and the Special
Servicer, as applicable. The Trust Fund was created, and the Mortgage Loans are
to be serviced, pursuant to the Agreement (as defined below) . The Holder of
this Certificate, by virtue of the acceptance hereof, assents to the terms,
provisions and conditions of the Agreement and is bound thereby. Also issued
under the Agreement are Class A, Class B, Class C, Class D, Class E, Class I-2,
Class R and Class LR Certificates (together with the Class I-1 Certificates, the
"Certificates") (the Holders of Certificates issued under the Agreement are
collectively referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of July 20, 1993 (the
"Agreement") among LTC REMIC Corporation, as Depositor, Bankers Trust Company,
as Master Servicer, LTC Properties, Inc., as Special Servicer, and Union Bank,
as Trustee. To the extent not defined herein, capitalized terms used herein
shall have the meanings assigned thereto in the Agreement.
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR A DEPOSIT OR
OBLIGATION OF THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL
SERVICER OR THE TRUSTEE, OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY
PRIVATE ENTITY.
This Certificate represents a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a) (1) and 860D of the Internal Revenue Code of 1986, as amended
(the "Code") . Each Holder of this Certificate, by acceptance hereof, agrees to
treat, and to take no action inconsistent with the treatment of, this
Certificate in accordance with the preceding sentence for purposes of federal
income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.
The Trustee makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed and authenticated this Certificate in its
limited capacity as Trustee under the Agreement.
Pursuant to the terms of the Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute, on the twenty-eighth day of
each month or if any such twenty-eighth day is not a Business Day, on the next
succeeding Business Day
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(as defined in the Offering Circular dated July 28, 1993 with respect to the
offering of the Class A Certificates, Class B Certificates, Class R Certificates
and Class LR Certificates) used to price this Certificate : (i) the amount of
OlD as a percentage of the initial Class I-1 Notional Amount is approximately
5.93847162%; (ii) the annual yield to maturity of this Certificate, compounded
monthly, is approximately 14.55%; and (iii) the amount of OID allocable to the
short first accrual period (August 4, 1993 to August 28, 1993) as a percentage
of the initial Class I-1 Notional Amount, calculated using the exact method, is
approximately 0.09007530%.
The Trustee makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed and authenticated this Certificate in its
limited capacity as Trustee under the Agreement.
Pursuant to the terms of the Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute, on the twenty-eighth day of
each month or if any such twenty-eighth day is not a Business Day, on the next
succeeding Business Day (each such date, a "Distribution Date"), commencing in
August 1993, to the Person in whose name this Certificate is registered as of
the related Record Date, an amount equal to such Person's pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of
the aggregate amount of interest then distributable, if any, allocable to the
Class I-1 Certificates for such Distribution Date, all as more fully described
in the Agreement. The Class I-1 Certificates are not entitled to receive
distributions of principal. Interest will accrue on the Class I-1 Certificates
during each Interest Accrual Period in an amount equal to the sum of (i) the
product of 1/12 of 2.68% and the then outstanding Class A Certificate Principal
Amount, (ii) the product of 1/12 of 1.98% and the then outstanding Class B
Certificate Principal Amount, (iii) the product of 1/12 of 1.28% and the then
outstanding Class C Certificate Principal Amount, (iv) the product of 1/12 of
0.58% and the then outstanding Class D Certificate Principal Amount and (v) the
product of 1/12 of 3.06285714% and the then outstanding Class R Certificate
Principal Amount. The amount of interest which accrues on this Certificate
during an Interest Accrual Period will be subject to reduction with respect to
any Net Aggregate Prepayment Interest Shortfall allocated to the Class I-1
Certificates, as described in the Agreement.
Interest will be calculated on the basis of a 360-day year of twelve
30-day months. Interest accrued on this Certificate during an Interest Accrual
Period, plus the Outstanding Class Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Agreement. The "Interest Accrual Period" relating to any
Distribution Date is the month beginning on the 21st day of the month preceding
the month in
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which such Distribution Date occurs and ending on the 20th day of the month in
which such Distribution Date occurs, commencing in July, 1993.
With the exception of the final distribution in respect of this
Certificate, distributions on this Certificate will be made by the Trustee, or
the Paying Agent on behalf of the Trustee, without the presentation or surrender
of this Certificate or the making of any notation hereon, by check mailed by
first-class mail to the address of the Holder set forth in the Certificate
Register, or, provided the Holder holds Certificates the aggregate initial
Notional Amount of which exceeds $5,000,000 and has provided the Trustee with
wire instructions in writing at least five Business Days before the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor. The final distribution on this Certificate will
be made in like manner after notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
Corporate Trust Office or such other location specified in the notice to Holders
of such final distribution.
This Certificate is one of a duly authorized issue of Certificates
designated as LTC Commercial Mortgage Pass-Through Certificates, Series 1993-1
and represents a fractional undivided interest in a Trust Fund consisting of (i)
such Mortgage Loans as from time to time are subject to the Agreement, together
with the Mortgage Files relating thereto; (ii) all payments due on or
collections in respect of the Mortgage Loans due after the dates specified in
Section 2.01 of the Agreement; (iii) any REO Property; (iv) all revenues
received in respect of any REO Property; (v) the rights of the Trustee, Master
Servicer and Special Servicer under the insurance policies with respect to the
Mortgage Loans required to be maintained pursuant to this Agreement and any
proceeds thereof; (vi) any Assignments of Leases, Rents and Profits; (vii) any
guaranties given as additional security for any Mortgage Loans; (viii) all
assets deposited in the Collection Account, the Distribution Account, the Upper-
Tier Distribution Account and the REO Account including reinvestment income; and
(ix) the proceeds of any of the foregoing.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Agreement.
As provided in the Agreement, withdrawals from the Collection Account
may be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including, among other
things, reimbursement or payment to the Master Servicer, the Special Servicer or
the Trustee of certain expenses incurred or certain
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fees earned by the Master Servicer, the Special Servicer or the Trustee,
including, without limitation, certain Nonrecoverable Advances.
This Certificate does not purport to summarize the Agreement, and
reference is made to the Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register only upon surrender of this Certificate for registration of
transfer at the office of the Certificate Registrar or at the office of its
agent in the City of New York. The Trustee or the Certificate Registrar may
require that this Certificate be duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing. Thereupon, one or more new Certificates of a like
aggregate Percentage Interest in the same Class of authorized denominations will
be executed and authenticated by the Trustee and delivered by the Certificate
Registrar to the designated transferee or transferees.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar, any Paying Agent and any agent of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, Master Servicer, the Special
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by notice to the contrary.
As provided in the Agreement and subject to certain limitations herein
set forth, this Certificate is exchangeable for other Certificates of the same
Class of authorized denominations of like aggregate Percentage Interests, as
requested by the Holder 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 Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicer, the Special Servicer and the Trustee with the consent of the Holders
of Class A, Class B, Class C, Class D, Class E, Class I-1 Class I-2, Class R and
-5-
Class LR Certificates representing not less than 66-2/3% of the Voting Rights
allocated to each such Class of the Certificates affected by the amendment. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificates issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof in certain circumstances
without the consent of the Holders of any of the Certificates, provided that
such amendment would not adversely affect in any material respect the interests
of any Certificateholder.
Each of the Master Servicer, any Holder of a Class LR Certificate and,
if all the Mortgage Loans are then Specially Serviced Mortgage Loans, the
Special Servicer, may at its option, upon not less than 30 days' prior notice
given to the Trustee, repurchase the Mortgage Loans and thereby effect an early
termination of the Trust Fund on any Distribution Date after the date on which
the aggregate Certificate Principal Amount of the Certificates (other than the
Class R or Class LR Certificates) is reduced to less than 10% of the initial
aggregate Certificate Principal Amount of the Certificates. All, but not less
than all, of the Mortgage Loans then included in the Trust Fund, and all
property acquired in respect of any Mortgage Loans, may be repurchased at a
purchase price, payable in cash, equal to not less than the greater of:
(i) the sum of:
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the Early Termination
Determination Date;
(B) all unpaid interest accrued on such principal balance of
each such Mortgage Loan at the related Mortgage Interest Rate to such
Early Termination Determination Date; and
(C) the fair market value of all other property included in
the Trust Fund as of such Early Termination Determination Date; and
(ii) the aggregate fair market value (determined in accordance with
Section 9.01(d)(ii)(B) of the Agreement) of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the Trust Fund,
as of the date of purchase.
The obligations created by the Agreement shall terminate upon the
earliest to occur of (i) the repurchase of all Mortgage Loans by the Master
Servicer, any Holder of a Class LR Certificate or the Special Servicer as
described above; (ii) the later of (a) the distribution to Certificateholders of
final
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payment with respect to the last outstanding Mortgage Loan or (b) the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure with respect to the last outstanding Mortgage Loan and the
remittance to the Certificateholders of all funds due under the Agreement; or
(iii) the sale of assets of the Trust Fund after the Certificate Principal
Amounts of all the Certificates (other than the Class R and Class LR
Certificates) have been reduced to zero under circumstances set forth in the
Agreement. In no event, however, will the trust created by the Agreement
continue beyond the expiration of 21 years from the death of the last surviving
descendant of a certain individual named in the Agreement living on the date
thereof.
Unless the Certificate of Authentication on this Certificate has been
executed by or on behalf of the Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
-7-
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
UNION BANK, not in its individual
capacity but solely as Trustee
By:_____________________________________
Authorized Officer
This is one of the Class I-1 Certificates referred to in the
Agreement.
Dated:___________________________
BANKERS TRUST COMPANY, as Certificate
Registrar
By:_____________________________________
Authorized Officer
-8-
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(s) of assignee(s)) ("Assignee(s)") the entire Percentage
Interest represented by the within Class I-1 Certificate and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on
the Certificate Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class
I-1 Certificate of the entire Percentage Interest represented by the within
Class I-1 Certificates to the above-named Assignee(s) and to deliver such Class
I-1 Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________
Date:____________________ ___________________________________
Signature by or on behalf of
Assignor (s)
___________________________________
Taxpayer Identification Number
-9-
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of
distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions:__________________________________________________________________
________________________________________________________________________________
Distributions, if be made by wire transfer in available funds to ______________
________________________________________________________________________________
for the account of _____________________________________________________________
account number _________________________________________________________________
This information is provided by ________________________________________________
the Assignee(s) named above, or ________________________________________________
as its (their) agent.
By___________________________________________
___________________________________________
[Please print or type name(s)]
___________________________________________
Title
___________________________________________
Taxpayer Indentification Number
-10-
EXHIBIT A-7
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATE MAY NOT BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO A PERSON THAT THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A PROMULGATED UNDER THE 1933 ACT IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) PURSUANT TO AN EXEMPT FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE 1933 ACT (IF AVAILABLE) OR (3) TO AN ACCREDITED
INVESTOR AS DEFINED IN REGULATION D UNDER THE 1933 ACT IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, AND IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY PERSON WHICH IS
AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE OR ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32)
OF ERISA SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY,
A "PLAN"), OR ANY PERSON INVESTING THE ASSETS OF A PLAN.
LTC COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1993-1, CLASS 1-2
evidencing a nonassessable, fully paid
percentage interest in a trust fund
which includes a pool of commercial mortgage loans
No. R-
Percentage Interest evidenced First Distribution Date:
by this Certificate: August 28, 1993
Initial Class 1-2 Certificate Final Scheduled
Notional Amount $114,702,110.83 Distribution Date: November 28, 2012
Cut-Off Date: July 20, 1993
This certifies that ______________________ is the registered
owner of the Percentage Interest evidenced by this Certificate in monthly
Distributions to Holders of Class 1-2 Certificates with respect to the Trust
Fund. The Trust Fund, described more fully below, consists primarily of Mortgage
Loans held in trust by the Trustee and serviced by the Master Servicer and the
Special Servicer, as applicable. The Trust Fund was created, and the Mortgage
Loans are to be serviced, pursuant to the Agreement (as defined below). The
Holder of this Certificate, by virtue of the acceptance hereof, assents to the
terms, provisions and conditions of the Agreement and is bound thereby. Also
issued under the Agreement are Class A, Class B, Class C, Class D, Class E,
Class I-1, Class R and Class LR Certificates (together with the Class 1-2
Certificates, the "Certificates") (the Holders of Certificates issued under the
Agreement are collectively referred to herein as "Certificateholders").
This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of July 20, 1993 (the
"Agreement") among LTC REMIC Corporation, as Depositor, Bankers Trust Company,
as Master Servicer, LTC Properties, Inc., as Special Servicer, and Union Bank,
as Trustee. To the extent not defined herein, capitalized terms used herein
shall have the meanings assigned thereto in the Agreement.
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR A DEPOSIT OR
OBLIGATION OF THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL
SERVICER OR THE TRUSTEE, OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS NOT
INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY
PRIVATE ENTITY.
This Certificate represents a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended
(the "Code"). Each Holder of this Certificate, by acceptance hereof, agrees to
treat, and to take no action inconsistent with the treatment of, this
Certificate in accordance with the preceding sentence for purposes of federal
income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.
The Trustee makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed and authenticated this Certificate in its
limited capacity as Trustee under the Agreement.
Pursuant to the terms of the Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute, on the twenty-eighth day of
each month or if any such twenty-eighth day is not a Business Day, on the next
succeeding Business Day
-2-
Class LR Certificates) used to price this Certificate and (b) that the interest
rate at which distributions of interest on this Certificate actually will be
made will be determined as though the pass-through rate on this Certificate
applicable to the first Distribution Date will not change thereafter: (i) the
amount of OID as a percentage of the initial Class 1-2 Notional Amount is
approximately 5.25227465%; (ii) the annual yield to maturity of this
Certificate, compounded monthly, is approximately 14.55%; and (iii) the amount
of OID allocable to the short first accrual period (August 4, 1993 to August 28,
1993) as a percentage of the initial Class 1-2 Notional Amount, calculated using
the exact method, is approximately 0.06577873%.
The Trustee makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed and authenticated this Certificate in its
limited capacity as Trustee under the Agreement.
Pursuant to the terms of the Agreement, the Trustee, or the Paying
Agent on behalf of the Trustee, will distribute, on the twenty-eighth day of
each month or if any such twenty-eighth day is not a Business Day, on the next
succeeding Business Day (each such date, a "Distribution Date"), commencing in
August 1993, to the Person in whose name this Certificate is registered as of
the related Record Date, an amount equal to such Person's pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of
the aggregate amount of interest then distributable, if any, allocable to the
Class 1-2 Certificates for such Distribution Date, all as more fully described
in the Agreement. The Class 1-2 Certificates are not entitled to receive
distributions of principal. Interest will accrue on the Class 1-2 Certificates
during each Interest Accrual Period in an amount equal to the aggregate of (a)
1/12 of the excess of the weighted average of the Mortgage Interest Rates (net
of the related Servicing Fees) of all Mortgage Loans with net Mortgage Interest
Rates greater than 9.78% per annum over 9.78% (the "Class 1-2 Rate") multiplied
by the principal balance of such Mortgage Loans as of the related Determination
Date. The amount of interest which accrues on this Certificate during an
Interest Accrual Period will be subject to reduction with respect to any Net
Aggregate Prepayment Interest Shortfall allocated to the Class 1-2 Certificates,
as described in the Agreement.
Interest will be calculated on the basis of a 360-day year of twelve
30-day months. Interest accrued on this Certificate during an Interest Accrual
Period, plus the Outstanding Class Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Agreement. The "Interest Accrual Period" relating to any
Distribution Date is the month beginning on the 21st day of the month preceding
the month in which such Distribution Date occurs and ending on the 20th day of
-3-
the month in which such Distribution Date occurs, commencing in July, 1993.
With the exception of the final distribution in respect of this
Certificate, distributions on this Certificate will be made by the Trustee, or
the Paying Agent on behalf of the Trustee, without the presentation or surrender
of this Certificate or the making of any notation hereon, by check mailed by
first-class mail to the address of the Holder set forth in the Certificate
Register, or, provided the Holder holds Certificates the aggregate initial
Notional Amount of which exceeds $5,000,000 and has provided the Trustee with
wire instructions in writing at least five Business Days before the related
Record Date, by wire transfer of immediately available funds to the account of
such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor. The final distribution on this Certificate will
be made in like manner after notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
Corporate Trust Office or such other location specified in the notice to Holders
of such final distribution.
This Certificate is one of a duly authorized issue of Certificates
designated as LTC Commercial Mortgage Pass-Through Certificates, Series 1993-1
and represents a fractional undivided interest in a Trust Fund consisting of (i)
such Mortgage Loans as from time to time are subject to the Agreement, together
with the Mortgage Files relating thereto; (ii) all payments due on or
collections in respect of the Mortgage Loans due after the dates specified in
Section 2.01 of the Agreement; (iii) any REO Property; (iv) all revenues
received in respect of any REO Property; (v) the rights of the Trustee, Master
Servicer and Special Servicer under the insurance policies with respect to the
Mortgage Loans required to be maintained pursuant to this Agreement and any
proceeds thereof; (vi) any Assignments of Leases, Rents and Profits; (vii) any
guaranties given as additional security for any Mortgage Loans; (viii) all
assets deposited in the Collection Account, the Distribution Account, the Upper-
Tier Distribution Account and the REO Account including reinvestment income; and
(ix) the proceeds of any of the foregoing.
This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Agreement.
As provided in the Agreement, withdrawals from the Collection Account
may be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including, among other
things, reimbursement or payment to the Master Servicer, the Special Servicer or
the Trustee of certain expenses incurred or certain fees earned by the Master
Servicer, the Special Servicer or the
-4-
Trustee, including, without limitation, certain Nonrecoverable Advances.
This Certificate does not purport to summarize the Agreement, and
reference is made to the Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register only upon surrender of this Certificate for registration of
transfer at the office of the Certificate Registrar or at the office of its
agent in the City of New York. The Trustee or the Certificate Registrar may
require that this Certificate be duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing. Thereupon, one or more new Certificates of a like
aggregate Percentage Interest in the same Class of authorized denominations will
be executed and authenticated by the Trustee and delivered by the Certificate
Registrar to the designated transferee or transferees.
Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Registrar, any Paying Agent and any agent of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, Master Servicer, the Special
Servicer, the Trustee, the Certificate Registrar, any Paying Agent or any agent
of any of them shall be affected by notice to the contrary.
As provided in the Agreement and subject to certain limitations herein
set forth, this Certificate is exchangeable for other Certificates of the same
Class of authorized denominations of like aggregate Percentage Interests, as
requested by the Holder 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 Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicer, the Special Servicer and the Trustee with the consent of the Holders
of Class A, Class B, Class C, Class D, Class E, Class I-1, Class 1-2, Class R
and Class LR Certificates representing not less than 66-2/3% of the
-5-
Voting Rights allocated to each such Class of the Certificates affected by the
amendment. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificates issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof in
certain circumstances without the consent of the Holders of any of the
Certificates, provided that such amendment would not adversely affect in any
material respect the interests of any Certificateholder.
Each of the Master Servicer, any Holder of a Class LR Certificate and,
if all the Mortgage Loans are then Specially Serviced Mortgage Loans, the
Special Servicer, may at its option, upon not less than 30 days' prior notice
given to the Trustee, repurchase the Mortgage Loans and thereby effect an early
termination of the Trust Fund on any Distribution Date after the date on which
the aggregate Certificate Principal Amount of the Certificates (other than the
Class R or Class LR Certificates) is reduced to less than 10% of the initial
aggregate Certificate Principal Amount of the Certificates. All, but not less
than all, of the Mortgage Loans then included in the Trust Fund, and all
property acquired in respect of any Mortgage Loans, may be repurchased at a
purchase price, payable in cash, equal to not less than the greater of:
(i) the sum of:
(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the Early Termination
Determination Date;
(B) all unpaid interest accrued on such principal balance
of each such Mortgage Loan at the related Mortgage Interest Rate to
such Early Termination Determination Date; and
(C) the fair market value of all other property included in
the Trust Fund as of such Early Termination Determination Date; and
(ii) the aggregate fair market value (determined in accordance with
Section 9.01(d)(ii)(B) of the Agreement) of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the Trust Fund,
as of the date of purchase.
The obligations created by the Agreement shall terminate upon the
earliest to occur of (i) the repurchase of all Mortgage Loans by the Master
Servicer, any Holder of a Class LR Certificate or the Special Servicer as
described above; (ii) the later of (a) the distribution to Certificateholders of
final payment with respect to the last outstanding Mortgage Loan or (b)
-6-
the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure with respect to the last outstanding Mortgage Loan and the
remittance to the Certificateholders of all funds due under the Agreement; or
(iii) the sale of assets of the Trust Fund after the Certificate Principal
Amounts of all the Certificates (other than the Class R and Class LR
Certificates) have been reduced to zero under circumstances set forth in the
Agreement. In no event, however, will the trust created by the Agreement
continue beyond the expiration of 21 years from the death of the last surviving
descendant of a certain individual named in the Agreement living on the date
thereof.
Unless the Certificate of Authentication on this Certificate has been
executed by or on behalf of the Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
-7-
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
UNION BANK, not in its individual
capacity but solely as Trustee
By:_____________________________________
Authorized Officer
This is one of the Class 1-2 Certificates referred to in the
Agreement.
Dated:_________________________________
BANKERS TRUST COMPANY, as Certificate
Registrar
By:_____________________________________
Authorized Officer
-8-
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(s) of assignee(s)) ("Assignee(s)") the entire Percentage
Interest represented by the within Class 1-2 Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate
Register of the Trust Fund.
I (we) further direct the Certificate Registrar to issue a new Class
1-2 Certificate of the entire Percentage Interest represented by the within
Class 1-2 Certificates to the above-named Assignee(s) and to deliver such Class
1-2 Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________
Date:____________________ ___________________________________
Signature by or on behalf of
Assignor (s)
___________________________________
Taxpayer Identification Number
-9-
DISTRIBUTION INSTRUCTIONS
The Assignee(s) should include the following for purposes of
distribution:
Address of the Assignee(s) for the purpose of receiving notices and
distributions:__________________________________________________________________
________________________________________________________________________________
Distributions, if be made by wire transfer in available funds to ______________
________________________________________________________________________________
for the account of _____________________________________________________________
account number _________________________________________________________________
This information is provided by ________________________________________________
the Assignee(s) named above, or ________________________________________________
as its (their) agent.
By___________________________________________
___________________________________________
[Please print or type name(s)]
___________________________________________
Title
___________________________________________
Taxpayer Indentification Number
-10-