1
================================================================================
AMRESCO COMMERCIAL MORTGAGE FUNDING I CORPORATION
(Depositor)
and
▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE COMPANY
(Seller)
--------------------------------------
MORTGAGE LOAN PURCHASE AGREEMENT
Dated June 30, 1997
--------------------------------------
================================================================================
2
TABLE OF CONTENTS
1. Transactions on or Prior to the Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Closing Date Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. Conveyance of Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4. Depositor's Conditions to Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5. Seller's Conditions to Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
6. Representations and Warranties of Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
7. Cure and Repurchase Obligations of Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
8. Representations and Warranties of Depositor . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
9. Survival of Certain Representations, Warranties and Covenants . . . . . . . . . . . . . . . . . . . 12
10. Accountant's Letters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
11. Expenses; Recording Costs; Post-Closing Adjustments . . . . . . . . . . . . . . . . . . . . . . . . 12
12. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
13. Examination of Mortgage Loan Files . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
14. Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
15. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
16. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
17. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
18. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
19. Treatment as Security Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
20. Recordation of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
-i-
3
Schedule I Schedule of Transaction Terms
Schedule II Mortgage Loan Schedule
Schedule III Retained Interest
Exhibit I Representations and Warranties of Seller regarding the Mortgage Loans
Exhibit II Form of Lost Mortgage Note Affidavit
Exhibit III Form of Assignment of Mortgage(s) and Assignment of Assignment of Lessor's Interests in Leases, Rents
and Profits
-ii-
4
MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), dated June
30, 1997, is made by and between ▇▇▇▇▇▇▇ Sachs Mortgage Company, a New York
limited partnership (the "Seller") and AMRESCO Commercial Mortgage Funding I
Corporation, a Delaware corporation (the "Depositor").
RECITALS
I. Capitalized terms used herein without definition have the
meanings ascribed to them in the Schedule of Transaction Terms attached hereto
as Schedule I, which is incorporated herein by this reference, or, if not
defined therein, in the Pooling and Servicing Agreement.
II. On the Closing Date, and on the terms set forth herein, Seller
has agreed to sell to Depositor and Depositor has agreed to purchase from Seller
the Mortgage Loans identified on the Mortgage Loan Schedule as being sold by
Seller attached hereto as Schedule II. Depositor has agreed to deposit the
Mortgage Loans and other assets into the Trust Fund created pursuant to the
Pooling and Servicing Agreement and to cause the issuance of the Certificates.
AGREEMENT
NOW, THEREFORE, on the terms and conditions set forth below and for
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, Depositor and Seller agree as follows:
1. Transactions on or Prior to the Closing Date. On or prior to
the Closing Date hereof, Seller shall have delivered or caused to be delivered
all of the items comprising the Mortgage Loan Files required to be delivered by
such date in accordance with Section 3 below with respect to each of the
Mortgage Loans listed in the Mortgage Loan Schedule to LaSalle National Bank,
as Custodian (in such capacity, the "Custodian" and serving at the direction of
the Trustee), against receipt by Seller of a trust receipt, pursuant to an
arrangement among Seller, the Custodian and the Trustee. As of the Closing
Date, the Mortgage Loans and the related Mortgage Loan Files shall comply in
all material respects with the representations and warranties set forth in
Exhibit I.
2. Closing Date Actions. The sale of the Mortgage Loans shall
take place on the Closing Date, subject to and simultaneously with the deposit
of the Mortgage Loans into the Trust Fund, the issuance of the Certificates and
the sale of (a) the Offered Certificates by Depositor to the Underwriter
pursuant to the Underwriting Agreement and (b) the Private Certificates by
Depositor to the Initial Purchaser pursuant to the Certificate Purchase
Agreement. The closing shall take place at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇
L.L.P., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or such other location
as agreed upon between the parties hereto. On the Closing Date, the following
actions shall take place in sequential order on the terms set forth herein:
(i) Seller shall sell to Depositor, and Depositor shall
purchase from Seller, the Mortgage Loans pursuant to this Agreement
for the Mortgage Loan Purchase Price payable in accordance with
instructions previously provided to Depositor by Seller. The Mortgage
5
Loan Purchase Price shall be paid by Depositor to Seller or at its
direction by wire transfer in immediately available funds to an account
designated by Seller on or prior to the Closing Date. The Mortgage
Loan Purchase Price paid by Depositor shall be equal to an amount
consisting of the gross proceeds from the sale of the Certificates less
the portion of the gross proceeds allocated by the Underwriter to the
Mortgage Loans sold to the Depositor by AMRESCO CAPITAL CORPORATION
("ACC") and transferred to the Trust Fund by the Depositor plus accrued
interest at a per annum rate equal to the weighted average net rate of
interest payable with respect to the Mortgage Loans for the period from
and including June 9, 1997 up to, but not including, July 8, 1997, less
underwriting commissions, transaction expenses and other adjustments,
such amount to be mutually agreed to by the parties hereto in a
separate writing.
(ii) Pursuant to the terms of the Pooling and Servicing
Agreement, Depositor shall sell all of its right, title and interest
in and to the Mortgage Loans to the Trustee for the benefit of the
holders of the Certificates.
(iii) ACC shall sell to Depositor, and Depositor shall
purchase from ACC certain mortgage loans pursuant to a Mortgage Loan
Purchase Agreement of even date herewith and Depositor shall sell all
of its right, title and interest in such mortgage loans to the Trustee
for the benefit of holders of the Certificates.
(iv) Depositor shall sell to the Underwriter, and the
Underwriter shall purchase from Depositor, the Offered Certificates
pursuant to the Underwriting Agreement, and Depositor shall sell to
the Initial Purchaser, and the Initial Purchaser shall purchase from
Depositor, the Private Certificates pursuant to the Certificate
Purchase Agreement.
(v) The Underwriter will offer the Offered Certificates
for sale to the public utilizing the Prospectus and the Prospectus
Supplement and the Initial Purchaser will privately place the Private
Certificates.
3. Conveyance of Mortgage Loans. Seller, for and in
consideration of the Mortgage Loan Purchase Price set forth herein, and for
other good and valuable consideration, the sufficiency of which is hereby
acknowledged, does hereby bargain, sell, convey, assign and transfer to
Depositor, free and clear of any liens, claims or other encumbrances, all of
Seller's right, title and interest in and to each of the Mortgage Loans
identified on the Mortgage Loan Schedule as being sold by Seller and all
property of Seller described in Section 19 of this Agreement, such sale,
conveyance, assignment and transfer to be effective as of the Closing Date,
provided the transactions contemplated in Section 2 of this agreement take
effect. Notwithstanding the foregoing, Seller shall not assign to Depositor,
and Depositor shall not assume, any obligation of Seller, under the documents
evidencing and securing the Mortgage Loans (the "Mortgage Loan Documents") or
otherwise, to make any additional disbursement of funds to or for the benefit
of any Mortgagor under the Mortgage Loan Documents (except with respect to any
escrow accounts and deposits therein relating to the Mortgage Loans which are
assigned to Depositor hereunder), it being acknowledged by the parties to this
Agreement that Seller shall retain all such obligations.
-2-
6
On or prior to the Closing Date, each Mortgage Loan File has been
delivered or caused to be delivered by Seller to the Custodian. Each Mortgage
Loan File shall contain the following documents:
(i) the original of the Mortgage Note, endorsed without
recourse to the order of the Trustee in the following form: "Pay to
the order of LaSalle National Bank, as Custodian or Trustee, without
recourse" which Mortgage Note and all endorsements thereon shall,
show a complete chain of endorsement from the originator to the
Trustee;
(ii) the original Mortgage and any intervening assignments
(or certified copies of such assignments) thereof, in each case with
evidence of recording thereon, or, if any such original Mortgage has
not been returned from the applicable public recording office, a copy
thereof certified to be a true and complete copy of the original
thereof submitted for recording;
(iii) an Assignment of Mortgage, executed by the Seller, in
blank or to the order of the Trustee, in suitable form for recordation
in the jurisdiction in which the Mortgaged Property is located in the
following form: "LaSalle National Bank, as Custodian or Trustee",
provided, that any Assignment of Mortgage to the Trustee not executed
and submitted for recording prior to the Closing Date shall be in the
form attached hereto as Exhibit III;
(iv) originals or certified copies of any related
Assignment of Leases and Rents and any related Security Agreement (if,
in either case, such item is a document separate from the Mortgage),
any intervening assignments of each such document or instrument;
(v) assignments of any related Assignment of Leases and
Rents (a "Reassignment of Assignment of Leases and Rents") and any
related Security Agreement (if, in either case, such item is a
document separate from the Mortgage), executed by the appropriate
Seller or the prior holder of record in blank or to the order of the
Trustee, with the assignment to the Trustee in the following form:
"LaSalle National Bank, as Custodian or Trustee";
(vi) originals or certified copies of all assumption,
modification and substitution agreements in those instances where the
terms or provisions of the Mortgage or Mortgage Note have been
modified or the Mortgage or Mortgage Note has been assumed;
(vii) the original lender's title insurance policies with
respect to the Mortgage (or, prior to receipt by the Seller of such
original lender's title insurance policies, all commitments, binders
or policy ▇▇▇▇-ups with respect thereto), together with an endorsement
assigning such policy to the Custodian (unless such policy states that
it runs to the benefit of any assignee of the Mortgage);
(viii) all UCC Financing Statements and continuation
statements or copies thereof sufficient to perfect (and maintain the
perfection of) the security interest held by the originator of the
Mortgage Loan (and each assignee prior to the Trustee) in and to the
personalty of the Mortgagor at the Mortgaged Property (in each case
with evidence of filing thereon), and to transfer such security
interest to the Trustee;
-3-
7
(ix) a copy of the hazard insurance policy, any flood
insurance policies, and any other insurance policies required under
the Mortgage;
(x) the original appraisal report;
(xi) any Phase I environmental reports;
(xii) originals or copies of any guaranties related to such
Mortgage Loan; and
(xiii) a copy of any ground lease relating to the Mortgaged
Property.
To the extent not previously delivered to the Trustee or Custodian,
within 45 days of the Closing Date the Seller shall deliver to, and deposit
with the Master Servicer (on behalf of the Trustee), with copies to the
Depositor, the following documents or instruments with respect to each Mortgage
Loan assigned hereunder:
(xiv) originals or certified copies of any environmental
liabilities agreement;
(xv) originals or copies of any escrow agreements;
(xvi) originals or certified copies of any lease
subordination agreements and tenant estoppels;
(xvii) any opinions of borrower's counsel; and
(xviii) originals or certified copies of any collateral
assignments of property management agreements and other servicing
agreements.
Notwithstanding the foregoing, in the event that, in connection with
any Mortgage Loan, Seller cannot deliver or cause to be delivered an original
recorded counterpart of any of the documents required to be delivered pursuant
to clauses (ii), (iii), (iv), (v) or (viii) above with evidence of recording or
filing thereon concurrently with the execution and delivery hereof, Seller
shall deliver, or cause to be delivered, to the Custodian a duplicate original
or true copy of such document certified by Seller or the applicable public
recording or filing office to be a true and complete duplicate, original or
copy of the original thereof submitted for recording or filing, in accordance
with the delivery requirements set forth in the Pooling and Servicing
Agreement. Upon discovery of any Defect (as defined herein) or omission in the
deliveries of any of the items listed in this Section 3 with respect to any
Mortgage Loan, Seller shall promptly deliver or cause to be delivered to the
Custodian a correct and complete document or instrument meeting the
requirements of such item, but in no event shall any such delivery be made
later than 90 days following Seller's receipt of notice of such discovery.
Notwithstanding the foregoing, in the event that Seller cannot deliver
or cause to be delivered to the Custodian any UCC-2 or UCC-3 Assignment with
the filing information of the UCC-1 Financing Statement being assigned, solely
because of a delay caused by the public filing office
-4-
8
where such UCC-1 Financing Statement has been delivered for filing, Seller
shall deliver or cause to be delivered to the Custodian a photocopy of such
UCC-2 or UCC-3 Assignment with the filing information left blank. Seller,
promptly upon receipt of the applicable filing information of the UCC-1
Financing Statement being so assigned, shall deliver or cause to be delivered
to the Custodian the original UCC-2 or UCC-3 Assignment with all appropriate
filing information set forth thereon. In addition, in the event a commitment,
binder or policy ▇▇▇▇-up with respect to a title insurance policy has been
delivered to the Custodian in lieu of an original title insurance policy, the
Seller shall use its best efforts to deliver to the Custodian the related
original title insurance policy within one year of the Closing Date.
The Depositor or the Trustee, as assignee or transferee of Depositor,
shall be entitled to all scheduled principal payments due after the Cut-off
Date, all other payments of principal collected on or after the Cut-off Date,
and all payments of interest on the Mortgage Loans, minus that portion of any
such payment which is allocable to the period on or prior to the Cut-off Date.
All scheduled payments of principal due on or before the Cut-off Date and
collected after the Cut-off Date, together with the accompanying interest
payments, shall belong to Seller. Notwithstanding the two preceding sentences,
it is understood and agreed that the Mortgage Loans identified on Schedule III
are subject to Retained Interests as set forth in Schedule III, and the Trustee
shall not be entitled to such Retained Interests or to any SouthTrust
Prepayment Premiums or SouthTrust Yield Maintenance Charges.
Upon the sale of the Mortgage Loans from Seller to Depositor pursuant
hereto, the ownership of each Mortgage Note, the Mortgage and the contents of
the related Mortgage Loan File shall be vested in Depositor and the ownership
of all records and documents with respect to the related Mortgage Loan prepared
by or which come into the possession of Seller as seller of the Mortgage Loans
hereunder, exclusive in each case of documents prepared by Seller or any of its
affiliates solely for internal uses, shall immediately vest in Depositor and
shall be forwarded by Seller or caused by Seller to be forwarded to the
Custodian or Master Servicer by overnight mail for next-day delivery and
retained and maintained, in trust, by the Custodian or Master Servicer at the
will of Depositor, in such custodial capacity only. All Monthly Payments,
Principal Prepayments and other amounts received by Seller and not otherwise
belonging to Seller pursuant to this Agreement shall be sent by Seller within
three (3) Business Days of Seller's receipt thereof to the Master Servicer via
wire transfer for deposit by the Master Servicer into the Collection Account.
4. Depositor's Conditions to Closing. The obligations of
Depositor under this Agreement shall be subject to the satisfaction, on the
Closing Date, of the following conditions:
(a) Each of the obligations of Seller required to be
performed by it on or prior to the Closing Date pursuant to the terms
of this Agreement shall have been duly performed and complied with in
all material respects; all of the representations and warranties of
Seller under this Agreement shall be true and correct in all material
respects as of the date hereof and as of the Closing Date; and no
event shall have occurred with respect to Seller or any of the
Mortgage Loans and related Mortgage Loan Files which, with notice or
the passage of time, would constitute a material default under this
Agreement; and Depositor shall have received certificates to the
foregoing effect signed by authorized officers of Seller.
-5-
9
(b) Depositor, or if directed by Depositor, the Custodian
or Depositor's attorneys, shall have received in escrow, all of the
following closing documents, in such forms as are agreed upon and
reasonably acceptable to Depositor and Seller, duly executed by all
signatories other than Depositor, as required pursuant to the
respective terms thereof:
(i) the Mortgage Loan Files, which shall have
been delivered to and held by the Custodian on behalf of
Seller;
(ii) the Mortgage Loan Schedule;
(iii) an officer's certificate of Seller, dated as
of the Closing Date, with certified copies of the charter,
by-laws, and a certificate of good standing dated as of a
recent date of Seller;
(iv) an opinion of Seller's in-house counsel,
dated the Closing Date, substantially to the effect of the
following (with such changes and modifications as Depositor
may approve):
(1) Seller is a limited partnership duly
organized, validly existing and in good
standing under the laws of the State of New
York, with all requisite partnership power
and authority to execute and deliver, engage
in the transactions contemplated by, and
perform and observe the terms and conditions
of this Agreement.
(2) All necessary partnership action has been
taken to authorize the execution, delivery
and performance of this Agreement by Seller.
(3) No consent, approval, authorization or order
of, registration or filing with, or notice
to, any New York governmental authority or
court that has not been obtained, made or
given is required in connection with the
execution, delivery and performance of this
Agreement by Seller.
(4) The execution, delivery or performance by
Seller of this Agreement will not conflict
with, result in a Breach (as defined herein)
of, or constitute a default under any term or
provision of the partnership agreement
pursuant to which Seller was formed.
(5) The execution, delivery or performance by
Seller of this Agreement will not conflict
with, result in a Breach of, or constitute a
default under any term or provision of any
material agreement, contract, instrument or
indenture of any nature whatsoever, known to
such counsel, to which Seller is a party or
which is applicable to Seller or its assets;
or to the best of such counsel's knowledge,
any order, judgment, writ, injunction or
decree, known to such counsel, of any court
or governmental authority having jurisdiction
over Seller or its assets.
-6-
10
(6) There are no actions, proceedings or
investigations pending or, to the best of
such counsel's knowledge, threatened against
Seller before any court, administrative
agency or other tribunal (x) asserting the
invalidity of this Agreement, (y) seeking to
prevent the execution, delivery or
performance of this Agreement, or (z) that
might materially and adversely affect the
performance by Seller of its obligations
under, or the validity or enforceability of,
this Agreement.
Such opinion may express its reliance as to factual matters on, among
other things specified in such opinion, the representations and warranties made
herein, and on certificates or other documents furnished by officers of Seller.
In rendering the opinions expressed above, such counsel may limit such
opinions to matters governed by the laws of the State of New York and shall not
be required to express any opinion with respect to the registration or
qualification of the Certificates under any applicable state or federal
securities laws.
Such counsel shall state that, although such counsel has not
specifically considered the possible applicability to Seller of any other laws,
regulations, judgments, orders or decrees, no facts have been disclosed to such
counsel that cause such counsel to conclude that any other consent, approval or
action is required;
(v) an opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇ L.L.P., special
counsel to Seller, dated the Closing Date, substantially to
the effect of the following (with such changes and
modifications as Depositor may approve):
Assuming the due authorization, execution and
delivery of this Agreement by Seller, this Agreement
constitutes a valid and binding agreement of Seller,
enforceable against Seller in accordance with its
terms, except to the extent that enforcement hereof
may be limited by (x) bankruptcy, insolvency,
reorganization, moratorium or other similar laws now
or hereafter in effect, and (y) general principles of
equity (regardless of whether enforceability is
considered in a proceeding at law or in equity).
Such opinion may express its reliance as to factual matters on, among
other things specified in such opinion, the representations and warranties made
by, and on certificates or other documents furnished by officers of, Seller.
In rendering the opinions expressed above, such counsel may limit such
opinions to matters governed by the laws of the State of New York and the
United States to the extent specifically referred to.
(vi) such other certificates of Seller's officers
or others and such other documents to evidence fulfillment of
the conditions set forth in this Agreement as Depositor or its
counsel may reasonably request.
-7-
11
5. Seller's Conditions to Closing. The obligations of Seller
under this Agreement shall be subject to the satisfaction, on the Closing Date,
of the following conditions:
(a) Each of the obligations of Depositor required to be
performed by it on or prior to the Closing Date pursuant to the terms
of this Agreement shall have been duly performed and complied with in
all material respects and no event shall have occurred with respect to
Depositor which, with notice or the passage of time, would constitute
a material default under this Agreement, and Seller shall have
received certificates to that effect signed by authorized officers of
Depositor.
(b) Seller shall have received all of the following
closing documents, in such forms as are agreed upon and reasonably
acceptable to Seller and Depositor, duly executed by all signatories
other than Seller, as required pursuant to the respective terms
thereof:
(i) an officer's certificate of Depositor, dated
as of the Closing Date, with the resolutions of Depositor
authorizing the transactions set forth therein, together with
copies of the charter, by-laws and certificate of good
standing dated as of a recent date of Depositor; and
(ii) such other certificates of its officers or
others and such other documents, including an opinion of
counsel to Depositor and to the Trustee, to evidence
fulfillment of the conditions set forth in this Agreement as
Seller or its counsel may reasonably request.
6. Representations and Warranties of Seller.
(a) Seller represents and warrants to Depositor as of the
date hereof (except with respect to item (v) below) and as of the
Closing Date as follows:
(i) Seller is duly organized, validly existing
and in good standing under the laws of the State of New York.
Seller has conducted and is conducting its business so as to
comply in all material respects with all applicable statutes
and regulations of regulatory bodies or agencies having
jurisdiction over it, except where the failure so to comply
would not have a materially adverse effect on the performance
by Seller of this Agreement, and there is no charge,
investigation, action, suit or proceeding before or by any
court, regulatory authority or governmental agency or body
pending or, to the knowledge of Seller, threatened, which is
reasonably likely to materially adversely affect the
performance by Seller of this Agreement or the consummation of
transactions contemplated by this Agreement.
(ii) Neither the execution and delivery by Seller
of this Agreement, nor the compliance by Seller with the
provisions hereof, nor the consummation by Seller of
transactions contemplated by this Agreement will (1) conflict
with or result in a Breach of, or constitute a default or
result in the acceleration of any obligations
-8-
12
under, the charter or by-laws of Seller or, after giving effect
to the consents or the taking of the actions contemplated by
clause (2) of this subparagraph (ii), any of the provisions of
any law, governmental rule, regulation, judgment, decree or
order binding on Seller or its properties or any of the
provisions of any material indenture or mortgage or any other
material contract or instrument to which Seller is a party or
by which it or any of its properties 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 or other instrument or (2)
require the consent of or notice to, or any filing with, any
person, entity or governmental body, which has not been
obtained or made by Seller, except where, in any of the
instances contemplated by clause (1) or clause (2) above, the
failure to do so will not have a material adverse effect on any
transactions relating to the sale of the Mortgage Loans by
Seller.
(iii) The execution and delivery by Seller of this
Agreement, and the consummation of transactions contemplated
by this Agreement on the terms set forth herein, have been
duly authorized by all necessary corporate action on the part
of Seller and are within the partnership power of Seller, and
this Agreement has been duly executed and delivered by Seller
and, assuming the due authorization, execution and delivery of
this Agreement by the other parties hereto, constitutes a
legal, valid and binding instrument, enforceable against
Seller in accordance with its terms, subject to applicable
bankruptcy, reorganization, insolvency, moratorium and other
laws of general applicability relating to or affecting the
enforcement of creditors' rights generally, and to general
principles of equity and the discretion of the court
(regardless of whether enforcement of such remedies is
considered in a proceeding in equity or at law).
(iv) No consent, approval, authorization or order
of, registration or filing with, or notice to any federal,
state or local governmental authority or court that has not
been obtained, made or given is required in connection with
the execution, delivery and performance of this Agreement by
Seller.
(v) The representations and warranties contained
in Exhibit I hereto shall be true and correct in all material
respects as of the Closing Date.
(vi) Seller hereby certifies that the information
contained in certain computer diskettes furnished to the
Depositor on June 16, 1997 is true and correct.
7. Cure and Repurchase Obligations of Seller. Each of the
representations and warranties contained in or required to be made by Seller
pursuant to Section 6 of this Agreement shall survive the sale of the Mortgage
Loans and shall continue in full force and effect, subject to Section 14,
notwithstanding any restrictive or qualified endorsement on the mortgage notes
and notwithstanding subsequent termination of this Agreement or the Pooling and
Servicing Agreement. The representations and warranties contained in or
required to be made by Seller pursuant to Section 6 of this Agreement shall not
be impaired by any review or examination of the Mortgage Loan Files or other
documents evidencing or relating to the Mortgage Loans or any failure on the
-9-
13
part of Depositor to review or examine such documents and shall inure to the
benefit of any initial transferee of the Mortgage Loans from Depositor
including, without limitation, the Trustee for the benefit of holders of the
Certificates.
Upon discovery of any Defect, as defined herein, in a Mortgage Loan
File, Depositor or its assignee shall promptly notify Seller in writing of such
Defect and request that Seller cure such Defect within 90 days from the date
Seller was notified of such Defect. An individual Mortgage Loan File shall be
deemed to have a "Defect" if (a) any document listed in clauses (i) through
(xiii) of Section 3 above required to be included in the Mortgage Loan File is
not in the possession of the Custodian, on behalf of the Trustee, within the
time required to be delivered pursuant to this Agreement or (b) such document
has not been properly executed or is otherwise defective on its face; provided,
however, that a document shall not be deemed to have a Defect if such Defect is
caused by the failure by Depositor to execute such document after having been
directed by Seller to execute such document.
Seller shall use reasonable efforts to correct or cure any such Defect
of which it has been so notified within 90 days from the date Seller was
notified of such Defect, provided that if Seller certifies that (i) such Defect
is not reasonably susceptible of correction or cure within such 90-day period
and is susceptible of correction or cure within an additional 90-day period,
(ii) such Defect does not cause the related Mortgage Loan to fail to be a
"qualified mortgage" or "qualified replacement mortgage" within the meaning of
Section 860G of the Code and (iii) Seller is diligently prosecuting the
correction or cure of such Defect, then Seller shall have an additional period
of 90 days in which to correct or cure such Defect. If Seller does not correct
or cure such Defect within the period set forth in the immediately preceding
sentence or, with respect to the original title policies required in Section
3(vii), within one year from the Closing Date, Seller shall purchase such
Mortgage Loan from the Trust Fund at the Repurchase Price pursuant to Section
2.03 of the Pooling and Servicing Agreement.
Within 90 days of the receipt of written notice by Seller of a breach
(a "Breach") of any of the representations, warranties or covenants of Seller
with respect to the Mortgage Loans set forth in Exhibit I to this Agreement
which materially and adversely affects either (i) the interests of Depositor or
the Certificateholders in the related Mortgage Loan or (ii) the value of the
related Mortgage Loan, Seller shall cure such Breach (provided that if Seller
certifies that (a) such Breach is not reasonably susceptible of correction or
cure within such 90-day period and is susceptible of correction or cure within
an additional 90-day period, (b) such Breach does not cause the related
Mortgage Loan to fail to be a "qualified mortgage" or "qualified replacement
mortgage" within the meaning of Section 860G of the Code and (c) Seller is
diligently prosecuting the correction or cure of such Breach, then Seller shall
have an additional period of 90 days in which to correct or cure such Breach)
and, if Seller does not correct or cure such Breach within such period, or if
such Breach cannot be so cured, then Seller shall purchase the affected
Mortgage Loan at the Repurchase Price pursuant to Section 2.03 of the Pooling
and Servicing Agreement. If Seller is required to repurchase any Mortgage Loan
that is cross-collateralized or cross-defaulted with any other Mortgage Loan,
Seller shall also be required to repurchase all other Mortgage Loans to which
such repurchased Mortgage Loan is cross-collateralized and cross-defaulted.
-10-
14
The Repurchase Price (as defined in the Pooling and Servicing
Agreement) for any repurchased Mortgage Loan shall be payable to Depositor or,
subsequent to the assignment of the Mortgage Loans to the Trustee, the Trustee
as its assignee, by wire transfer of immediately available funds to the account
designated by Depositor or its assignee, and Depositor or its assignee, upon
receipt of such funds, shall promptly release the related Mortgage Loan File or
cause it to be released, to Seller and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in Seller title to any Mortgage Loan released pursuant
hereto. The Depositor or the Master Servicer, as applicable, shall deliver to
Seller an officer's certificate setting forth the calculation of the Repurchase
Price.
8. Representations and Warranties of Depositor. Depositor
hereby represents and warrants to Seller as of the date hereof, as follows:
(a) Depositor is duly organized and is validly existing
as a corporation in good standing under the laws of the State of
Delaware, with full corporate power and authority to own its assets
and conduct its business as it is conducted, and is duly qualified as
a foreign corporation in good standing in all jurisdictions in which
the ownership or lease of its property or the conduct of its business
requires such qualification (except where the failure to qualify would
not have a materially adverse effect on the consummation of any
transactions contemplated by this Agreement).
(b) The execution and delivery by Depositor of this
Agreement and the performance of Depositor's obligations hereunder are
within the corporate power of Depositor and have been duly authorized,
executed and delivered by Depositor and neither the execution and
delivery by Depositor of this Agreement nor the compliance by
Depositor with the provisions hereof, nor the consummation by
Depositor of transactions contemplated by this Agreement, will (i)
conflict with or result in a breach of, or constitute a default under,
the certificate of incorporation or by-laws of Depositor or, after
giving effect to the consents or taking of the actions contemplated by
clause (ii) of this paragraph (b), any of the provisions of any law,
governmental rule, regulation, judgment, decree or order binding on
Depositor or its properties, or any of the provisions of any material
indenture or mortgage or any other material contract or other
instrument to which Depositor 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 properties pursuant to the terms of any
such indenture, mortgage, contract or other instrument or (ii) require
the consent of or notice to, or any filing with any person, entity or
governmental body, which has not been obtained or made by Depositor,
except where, in any of the instances contemplated by clause (i) or
clause (ii) above, the failure to do so will not have a material
adverse effect on the consummation of any transactions contemplated by
this Agreement.
(c) This Agreement has been duly executed and delivered
by Depositor and, assuming the due authorization, execution and
delivery of this Agreement by the other parties hereto, this Agreement
constitutes a legal, valid and binding instrument, enforceable against
Depositor in accordance with its terms, subject, as to the enforcement
of remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium and other laws affecting the rights of creditors generally
and to general principles of equity and the discretion of the
-11-
15
court (regardless of whether enforcement of such remedies is
considered in a proceeding in equity or at law).
(d) There is no litigation, charge, investigation,
action, suit or proceeding by or before any court, regulatory
authority or governmental agency or body pending or, to the knowledge
of Depositor, threatened against Depositor the outcome of which could
be reasonably expected to materially adversely affect the consummation
of any transactions contemplated by this Agreement.
9. Survival of Certain Representations, Warranties and Covenants.
The respective representations and warranties set forth in or made pursuant to
this Agreement, and the respective obligations of the parties hereto under
Sections 7 and 11 hereof, will remain in full force and effect, regardless of
any investigation or statement as to the result thereof made by or on behalf of
any party and will survive payment for the various transfers referred to herein
and delivery of the Certificates or termination of this Agreement.
10. Accountant's Letters. Deloitte & Touche LLP ("D&T") will
review the characteristics of the Mortgage Loans described in (a) the Mortgage
Loan Schedule attached hereto and set forth as an exhibit to the Pooling and
Servicing Agreement and (b) the computer disk prepared by Seller and provided to
Depositor and will compare those characteristics to, and ensure their agreement
with, (i) the description of the Mortgage Loans contained in the Prospectus
Supplement and the Offering Circular, respectively; (ii) certain original
documentation and files of Seller maintained with respect to each Mortgage Loan;
and (iii) if applicable, information with respect to such Mortgage Loans
contained in the reports on Form 8-K to be filed by Depositor with the
Commission in connection with the offering of the Certificates. Seller will
cooperate with Depositor and D&T in making available all information and taking
all steps reasonably necessary to permit such accountants to complete the review
set forth in this Section 10 and to deliver the letters required of them under
the Underwriting Agreement and the Certificate Purchase Agreement.
11. Expenses; Recording Costs; Post-Closing Adjustments. Seller
agrees to pay to Depositor or its designee all recording and filing fees
incurred in connection with the recording or filing of the documents listed in
Section 3 hereof. The parties hereto agree to cooperate with each other in good
faith, following the Closing Date, to make any necessary adjustments to the
Mortgage Loan Purchase Price and any other reconciliation of fees and expenses
related to the purchase of the Mortgage Loans not reflected in the Mortgage Loan
Purchase Price.
12. Notices. All communications hereunder will be in writing,
and, (a) if sent to Depositor, will be mailed, delivered or telecopied and
confirmed to it at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, L.B. ▇▇. ▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇, Attention: President, Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇; and (b) if
sent to Seller, will be mailed, delivered or telecopied to it at ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇, Telecopy No.: (212)
357- 5505.
13. Examination of Mortgage Loan Files. Upon reasonable notice,
Seller, prior to the Closing Date, will make the Mortgage Loan Files available
to Depositor or its agent for examination during normal business hours at
Seller's offices or such other location as shall otherwise be agreed upon by
Depositor and Seller. The fact that Depositor or its agent has conducted or has
failed to
-12-
16
conduct any partial or complete examination of the Mortgage Loan Files shall
not affect the rights of Depositor or the Trustee (for the benefit of the
Certificateholders) to demand cure, repurchase, substitution or other relief as
provided herein.
14. Successors. This Agreement shall inure to the benefit of and
shall be binding upon Seller and Depositor and their respective successors and
legal representatives, and nothing expressed in this Agreement is intended or
shall be construed to give any other person any legal or equitable right, remedy
or claim under or in respect of this Agreement, or any provisions herein
contained, this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of such persons and
for the benefit of no other person except that (a) the indemnities of Seller
contained in that certain Indemnification Agreement dated June 30, 1997 among
Seller, Depositor and the Underwriter, subject to all limitations therein
contained, shall also be for the benefit of the officers and directors of
Depositor, the Underwriter and the Initial Purchaser and any person or persons
who control Depositor, the Underwriter and the Initial Purchaser within the
meaning of Section 15 of the Securities Act or Section 20 of the 1934 Act, and
(b) the rights of Depositor pursuant to this Agreement, subject to all
limitations herein contained, including those set forth in Section 9, may be
assigned to the Trustee as may be required to effect the purposes of the Pooling
and Servicing Agreement and, upon such assignment, the Trustee shall succeed to
such rights of Depositor hereunder. No owner of a Certificate issued pursuant
to the Pooling and Servicing Agreement shall be deemed a successor because of
such ownership.
15. Governing Law. THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS TO
BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO CHOICE
OF LAW PRINCIPLES.
16. Severability. If any provision of this Agreement shall be
prohibited or invalid under applicable law, this Agreement shall be ineffective
only to such extent, without invalidating the remainder of this Agreement.
17. Further Assurances. Depositor and Seller agree to execute and
deliver such instruments and take such actions as the other parties may, from
time to time, reasonably request in order to effectuate the purpose and to carry
out the terms of this Agreement.
18. Counterparts. This Agreement may be executed in counterparts
(and by each of the parties hereto on different counterparts), each of which
when so executed and delivered will be an original, and all of which together
will be deemed to constitute but one and the same instrument.
19. Treatment as Security Agreement. It is the express intent of
the parties hereto that the conveyance of the Mortgage Loans by Seller to
Depositor as provided in this Agreement be, and be construed as, a sale of the
Mortgage Loans by Seller to Depositor. It is, further, not the intention of the
parties that such conveyance be deemed a pledge of the Mortgage Loans by Seller
to Depositor to secure a debt or other obligation of Seller. However, in the
event that, notwithstanding the intent of the parties, the Mortgage Loans are
held to be property of Seller or if for any reason this Agreement is held or
deemed to create a security interest in the Mortgage Loans, then;
-13-
17
(a) this Agreement shall hereby create a security
agreement within the meaning of Articles 8 and 9 of the Uniform
Commercial Code in effect in the applicable state,
(b) the conveyance provided for in this Agreement shall
hereby grant from Seller to Depositor a security interest in and to all
of Seller's right, title, and interest, whether now owned or hereafter
acquired, in and to:
(i) All accounts, contract rights, general
intangibles, chattel paper, instruments, documents, money,
deposit accounts, certificates of deposit, goods, letters of
credit, advices of credit and uncertificated securities
consisting of, arising from or relating to any of the property
described in the Mortgage Loans, including the Mortgage Notes,
related Mortgages and title, hazard and primary mortgage
insurance policies identified on the Mortgage Loan Schedule as
defined herein, including all replacement Mortgage Loans, and
all distributions with respect thereto payable on and after the
Cut-off Date;
(ii) All accounts, contract rights, general
intangibles, chattel paper, instruments, documents, money,
deposit accounts, certificates of deposit, goods, letters of
credit, advises of credit, uncertificated securities, and other
rights arising from or by virtue of the disposition of, or
collections with respect to, or insurance proceeds payable with
respect to, or claims against other persons with respect to,
all or any part of the collateral described in (i) above
(including any accrued discount realized on liquidation of any
investment purchased at a discount); and
(iii) All cash and non-cash proceeds of the
collateral described in (i) and (ii) above;
(c) The possession by Depositor or its assignee of the
mortgage Notes, the Mortgages and such other goods, letters of credit,
advices of credit, instruments, money, documents, chattel paper or
certificated securities shall be deemed to be "possession by the
secured party," or possession by a purchaser or a person designated by
him or her, for purposes of perfecting the security interest pursuant
to the Uniform Commercial Code (including, without limitation, Sections
9-305, 8-313 or 8-321 thereof) as in force in the relevant
jurisdiction; and
(d) notifications to persons holding such property, and
acknowledgments, receipts, 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 Depositor or their assignee for the purpose
of perfecting such security interest under applicable law. Seller,
Depositor or their assignee at the direction of Seller shall, to the
extent consistent with this Agreement, take such actions as may be
necessary to ensure that, if this Agreement were deemed to create a
security interest in the Mortgage Loans and the proceeds thereof, such
security interest would be deemed to be a perfected security interest
of first priority under applicable law and will be maintained as such
throughout the term of this Agreement. In connection herewith,
-14-
18
Depositor and its assignee shall have all of the rights and remedies
of a secured party and creditor under the Uniform Commercial Code as
in force in the relevant jurisdiction.
20. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation following the Closing
Date 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 Seller
at Seller's expense at the direction of Depositor accompanied by an Opinion of
Counsel to the effect that such recordation materially and beneficially affects
the interests of Depositor.
* * *
-15-
19
IN WITNESS WHEREOF, the parties hereto have caused this Mortgage Loan
Purchase Agreement to be duly executed and delivered on the date first set forth
above.
▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE COMPANY,
as Seller
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
AMRESCO COMMERCIAL MORTGAGE
FUNDING I CORPORATION,
as Depositor
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
20
SCHEDULE I
SCHEDULE OF TRANSACTION TERMS
This Schedule of Transaction Terms is appended to and incorporated by
reference in the Mortgage Loan Purchase Agreement (the "Agreement"), dated June
30, 1997, among ▇▇▇▇▇▇▇ Sachs Mortgage Company ("Seller") and AMRESCO
Commercial Mortgage Funding I Corporation ("Depositor"). Capitalized terms
used herein without definition have the meanings given them in or by reference
in the Agreement or, if not defined in the Agreement, in the Pooling and
Servicing Agreement, the Underwriting Agreement or the Certificate Purchase
Agreement, as the case may be.
"Certificate Purchase Agreement" means the Purchase Agreement dated
June 30, 1997, between Depositor and the Initial Purchaser.
"Certificates" means each class of the AMRESCO Commercial Mortgage
Funding I Corporation Mortgage Pass-Through Certificates, Series 1997-C1.
"Closing Date" means July 8, 1997.
"Code" means the Internal Revenue Code of 1986, as amended.
"Cut-off Date" means June 1, 1997.
"Environmental Report" means the environmental audit report with
respect to each Mortgaged Property delivered to Seller in connection with the
related Mortgage, if any.
"Initial Purchaser" means ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
"Investment Officer" means any employee of Seller designated by Seller
as an "investment officer" or whose title includes the words "investment
officer."
"Loan Agreement" means, with respect to any Mortgage Loan, the loan
agreement, if any, between the Originator and the Mortgagor, pursuant to which
such Mortgage Loan was made.
"Mortgage Loan Pool" means the pool of Mortgage Loans, which are the
primary assets of the Trust Fund.
"Mortgage Loan Purchase Price" means the amount described in paragraph
2(i) of the Agreement.
"Mortgage Loan Schedule" means the Mortgage Loan Schedule annexed as
Schedule II hereto.
"Mortgage Loans" means the mortgage loans to be sold to Depositor by
Seller pursuant to this Agreement, specifically identified in the Mortgage Loan
Schedule.
21
"Mortgagor" means the mortgagor under a Mortgage Loan.
"Offered Certificates" means the Class A1, Class A2, Class A3, Class
B, Class C, Class D, Class E and Class F Certificates.
"Offering Circular" means the Offering Circular dated June 30, 1997,
describing certain classes of the Certificates.
"Originator" means any institution which originated a Mortgage Loan
for a related Mortgagor.
"Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement creating the Trust Fund and the interests therein, dated as of June
1, 1997, among the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent, including the Mortgage Loan Schedule annexed
thereto.
"Private Certificates" means the Certificates other than the Offered
Certificates.
"Prospectus" and "Prospectus Supplement" mean the Prospectus dated
June 15, 1997 and the Prospectus Supplement dated June 30, 1997, describing
certain classes of the Certificates.
"Underwriter" means ▇▇▇▇▇▇▇, Sachs & Co.
"Underwriting Agreement" means the Underwriting Agreement, dated June
30, 1997, between Depositor and the Underwriter.
22
SCHEDULE II
MORTGAGE LOAN SCHEDULE
Note: The Mortgage Loans are those as to which "GSMC" is shown under
the "Mortgage Loan Seller" column in the Mortgage Loan
Schedule following this page.
23
CUMULATIVE
% OF TOTAL % OF TOTAL
CUT-OFF DATE CUT-OFF DATE
PRINCIPAL PRINCIPAL
ASSET LOAN LOAN LOAN
# BALANCE BALANCE # PROPERTY NAME ADDRESS CITY
---- ------------ ---------- ---------- ----------------------------- ----------------------------- ----------------
1 4.67% 4.67% 400027517 ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇/▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
2 3.80% 8.46% ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ & ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇ 3.64% 12.10% 400027495 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇ 3.11% 15.21% 400027500 River oaks Plaza ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
5 2.61% 17.82% 800000111 Hideaway ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Kissimmee
6 2.48% 20.31% 400027525 Shenandoah ▇▇▇▇▇/▇▇▇▇▇▇
6 400027525A Shenandoah ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
6 400027525B Ashley Square ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
6 400027525C Unity Pointe ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
6 400027525D Hidden Pines ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
6 400027525E ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
7 2.44% 22.75% 800000101 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇ 2.43% 25.19% 800000112 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇ 2.18% 27.36% 400027543 Shoreview Nursing Home ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇
10 2.13% 29.50% 400028214 Arbor of Apts
10 400028214A Arbors of ▇▇▇▇▇▇ Apts. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
10 400028214B Arbors of Corsicana I Apts. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Corsicana
10 400028214C Arbors of Cleburne I Apts. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
10 400028214D Arbors of ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
10 400028214E Arbors of Cleburne II Apts. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇ 400028214F Arbors of ▇▇▇▇▇▇▇▇ Apts. ▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
11 2.12% 31.62% 400027544 Soo Line Building 105 South Fifth Minneapolis
12 2.01% 33.63% 40027548 Park Place Apartments ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
13 1.96% 35.59% 400027551 ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ San ▇▇▇▇
14 1.95% 37.54% 800000110 The ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ 1.90% 39.44% 800000103 Wynbridge Apartments ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇ 1.79% 41.23% 400027564 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Pasadena
17 1.76% 42.99% 400027576 Bristol Park Apartments ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇
18 1.75% 44.74% 800000106 Westwood Apartments ▇▇▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
19 1.75% 46.49% 400027507 Preston Del Norte I Apartments ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
20 1.73% 48.22% 400027518 Georgetown Suites - ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇▇▇▇▇
▇▇ 1.72% 49.94% 400027563 The Columns Apartments ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Pasadena
22 1.58% 51.53% 800000108 Wynfield Apartments ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
23 1.43% 52.95% 400028209 Rustic Hills Shopping Center 1605 - ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
24 1.45% 54.40% 400027574 Foxfire Apartments 7324 S. Wheeling Tulsa
25 1.41% 55.82% 400027555 Georgetown Manor Apartments ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇
26 1.36% 57.18% 400027575 Chapparal Creek Apartments ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
27 1.31% 58.49% 400028215 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
28 1.25% 59.74% 400027567 Asset Marketing Building ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
29 1.24% 60.98% 400027504 Briarcliff Apartments ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
30 1.13% 62.10% 400027520 West Airport Centre 7263 - ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇
31 1.12% 63.23% 400027554 ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇. St. Louis
32 1.09% 64.31% 400027512 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
33 1.05% 65.37% 800000114 Springfield West Apartments ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
34 1.05% 66.41% 400027534 Georgetown Suites - Harbor Blvd ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇▇
35 0.94% 67.36% 800000113 Squire Hill II Apartments ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
36 0.94% 68.29% 400027669 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇
37(1) 0.93% 69.23% 400027519 ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
38 0.92% 70.15% 800000115 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ 0.91% 71.06% 400027514 Fayetteville Hilton Hotel ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
40 0.90% 71.96% 400027529 Willows Apartments ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
41 0.89% 72.85% 400027522 Oconomowoc ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ - ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
42 0.83% 73.68% 400027565 Volker ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
43 0.81% 74.49% 800000107 Country Oaks Apartments ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ City
44 0.81% 75.30% 400027505 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ 0.80% 76.10% 400027546 ▇▇▇▇▇▇▇▇▇ Plaza ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
46 0.80% 76.90% 400027501 North Tucson Business Center ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
47 0.77% 77.67% 800000102 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
48 0.73% 78.39% 400027506 Bethpage ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ - ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Bethpage
49 0.74% 79.13% 4030 Home Resources ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Leonminster
50 0.69% 79.82% 400027577 Tower Crossing Apartments ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
51(1) 0.69% 80.50% 400027538 New ▇▇▇▇▇▇▇ Apartments ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Dover
52 0.68% 81.19% 800000109 Tempo 2000 Apartments ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
53 0.67% 81.85% 400027486 Pacific South Center ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
54 0.67% 82.52% 400027573 ▇▇▇▇▇ Building ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
ORIGINAL CUT-OFF DATE
MORTGAGE PRINCIPAL PRINCIPAL CUT-OFF DATE
ASSET LOAN LOAN LOAN PRINCIPAL
# STATE ZIP PROPERTY TYPE ORIGINATOR SELLER BALANCE BALANCE BALANCE/UNIT
----- ----- ----- ------------------------------- -------------------- -------- ---------- ----------- ------------
1 VA 23432 Retail Anchored AMRESCO AMRESCO 22,500,000 22,419,415 76
2 OK 74133 Retail Anchored Neighborhood 18,225,000 18,219,524 ▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Capital GSMC 47,000,000 17,467,554 35
3 CA 94612 Office General Urban GE Pension Trust (4) AMRESCO 14,990,000 14,925,461 84
4 TX 77019 Retail Discount Outlet Mall AMRESCO AMRESCO 12,600,000 12,534,149 32,641
5 FL 34741 Multifamily 200+ Units SouthTrust AMRESCO 11,960,000 11,923,181 14,177
6 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇ ▇▇ ▇▇▇▇▇ Multifamily 200+ Units ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇ TX 77057 Multifamily ▇▇ - ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇ ▇▇ ▇▇▇▇▇ Multifamily ▇▇ - ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇ ▇▇ ▇▇▇▇▇ Multifamily ▇▇ - ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇ ▇▇ ▇▇▇▇▇ Multifamily ▇▇ - ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇ ▇▇ ▇▇▇▇▇ Multifamily 200+ Units SouthTrust AMRESCO 11,800,000 11,733,138 37,606
8 FL 32801 Multifamily 200+ Units SouthTrust AMRESCO 11,750,000 11,688,491 29,221
9 ▇▇ ▇▇▇▇▇ Nursing Home Skilled/
Intermediate Care AMRESCO AMRESCO 10,500,000 10,451,697 32,662
10 AMRESCO AMRESCO 10,250,000 10,243,791 21,341
10 ▇▇ ▇▇▇▇▇ Multifamily ▇▇ -▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇ ▇▇▇▇▇ Multifamily ▇▇ -▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇ ▇▇▇▇▇ Multifamily ▇▇ -▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇ ▇▇▇▇▇ Multifamily ▇▇ -▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇ ▇▇▇▇▇ Multifamily ▇▇ -▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇ ▇▇▇▇▇ Multifamily ▇▇ -▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ MN 55402 Office w/Retail AMRESCO AMRESCO 10,235,000 10,189,798 36
12 MI 48103 Multifamily 200+ Units AMRESCO AMRESCO 9,650,000 9,650,000 30,929
13 CA 95128 Office General Suburban AMRESCO AMRESCO 9,450,000 9,404,761 57
14 FL 32826 Multifamily 200+ Units SouthTrust AMRESCO 9,400,000 9,350,793 35,420
▇▇ ▇▇ ▇▇▇▇▇ Multifamily 200+ Units SouthTrust AMRESCO 9,200,000 9,141,951 33,610
16 TX 77506 Multifamily 200+ Units AMRESCO AMRESCO 8,585,000 8,574,753 14,939
17 OK 74146 Multifamily 200+ Units AMRESCO AMRESCO 8,462,270 8,446,102 16,496
▇▇ ▇▇ ▇▇▇▇▇ Multifamily 200+ Units SouthTrust AMRESCO 8,500,000 8,417,420 29,227
19 TX 75240 Multifamily 200+ Units AMRESCO AMRESCO 8,430,000 8,398,556 29,162
20 DC 20007 Lodging Suites AMRESCO AMRESCO 8,350,000 8,321,619 61,188
21 TX 77506 Multifamily 200+ Units AMRESCO AMRESCO 8,265,000 8,255,135 16,061
▇▇ ▇▇ ▇▇▇▇▇ Multifamily 200+ Units SouthTrust AMRESCO 7,650,000 7,607,089 22,374
23 CO 80909 Retail Anchored Neighborhood/
Community Center Bank of America AMRESCO 7,000,000 6,854,721 29
24 OK 74136 Multifamily 200+ Units AMRESCO AMRESCO 6,970,850 6,957,532 15,813
25 DE 19720 Multifamily 200+ Units AMRESCO AMRESCO 6,800,000 6,789,000 16,242
26 OK 74105 Multifamily 200+ Units AMRESCO AMRESCO 6,556,730 6,544,203 17,042
27 MA 01747 Industrial/Warehouse w/Office
Multiple Tenant AMRESCO AMRESCO 6,300,000 6,294,655 23
28 MN 55337 Office w/Warehouse AMRESCO AMRESCO 6,000,000 5,996,909 58
29 NY 14043 Multifamily 200+ Units AMRESCO AMRESCO 5,970,000 5,944,824 23,875
▇▇ ▇▇ ▇▇▇▇▇ Retail Unanchored Neighborhood/
Community Center AMRESCO AMRESCO 5,420,000 5,405,773 82
31 MO 63108 Multifamily 37 - 200 Units AMRESCO AMRESCO 5,407,605 5,396,756 27,676
32 KS 66212 Office General Suburban AMRESCO AMRESCO 5,240,000 5,211,473 60
33 VA 23294 Multifamily 37 - 200 Units SouthTrust AMRESCO 5,061,006 5,052,719 25,519
34 DC 20007 Lodging Suites AMRESCO AMRESCO 5,050,000 5,032,836 62,910
35 VA 22901 Multifamily 37 - 200 Units SouthTrust AMRESCO 4,557,427 4,527,507 28,475
36 TX 76015 Retail Unanchored Neighborhood/
Community Center AMRESCO AMRESCO 4,500,000 4,492,022 51
37(1) ▇▇ ▇▇▇▇▇ Retail Anchored Neighborhood/
Community Center AMRESCO AMRESCO 4,500,000 4,483,977 97
38 GA 30002 Multifamily 37 - 200 Units SouthTrust AMRESCO 4,450,000 4,431,341 28,406
39 AR 72701 Lodging full Serive AMRESCO AMRESCO 4,400,000 4,370,295 18,597
40 TX 76542 Multifamily 200+ Units AMRESCO AMRESCO 4,350,000 4,329,278 18,661
▇▇ ▇▇ ▇▇▇▇▇ Retail Anchored Neighborhood/
Community Center AMRESCO AMRESCO 4,275,000 4,253,600 30
42 UT 84115 Office w/Warehouse AMRESCO AMRESCO 4,000,000 3,992,849 42
43 OK 73134 Multifamily 37 - 200 Units SouthTrust AMRESCO 3,925,000 3,906,085 22,194
44 NY 14221 Mixed Use (all types in comments) AMRESCO AMRESCO 3,890,000 3,867,669 34
45 CT 06477 Retail Unanchored Neighborhood/
Community Center AMRESCO AMRESCO 3,860,000 3,845,653 70
46 AZ 85705 Industrial/Warehouse w/Office
Multiple Tenant AMRESCO AMRESCO 3,850,000 3,824,535 41
47 FL 33999 Multifamily 37 - 200 Units SouthTrust AMRESCO 3,725,000 3,693,451 30,779
48 ▇▇ ▇▇▇▇▇ Retail Anchored Neighborhood/
Community Center AMRESCO AMRESCO 3,500,000 3,486,797 47
49 MA 04153 Industrial/Warehouse w/Office
Single Tenant Central Park Capital GSMC 3,535,000 3,535,000 15
50 OK 74146 Multifamily 200+ Units AMRESCO AMRESCO 3,310,150 3,303,826 15,295
51(1) ▇▇ ▇▇▇▇▇ Multifamily 37 - 200 Units AMRESCO AMRESCO 3,300,000 3,292,438 20,199
▇▇ ▇▇ ▇▇▇▇▇ Multifamily 37 - 200 Units SouthTrust AMRESCO 3,300,000 3,284,513 25,660
53 ▇▇ ▇▇▇▇▇ Rental w/Office AMRESCO AMRESCO 3,225,000 3,198,860 56
54 NE 68154 Multifamily w/Retail AMRESCO AMRESCO 3,200,000 3,200,000 84,211
(1) The number of lockout periods for these loans were calculated based on the
origination date and not the first payment date in the loan documents.
(2) Numbers indicate last month of each penalty from the first payment date. For
example, LO-48, YM2-96 implies lockout for 48 months followed by yield
maintenance through the 96th month.
(3) For YM1 - Yield Maintenance is calculated by multiplying the prepayment
amount by the difference between a yield rate (as specified in the note)
and the current coupon multipled by the present value factor.
For YM2 - Yield Maintenance is calculated as the present value of the
remaining payments of principal and interest at a discount rate (as
specified in the note) less the amount of principal being prepaid.
(4) Chase Manhattan Mortgage & Realty Trust
24
CUMULATIVE
% OF TOTAL % OF TOTAL
CUT-OFF DATE CUT-OFF DATE
PRINCIPAL PRINCIPAL
ASSET LOAN LOAN LOAN
# BALANCE BALANCE # PROPERTY NAME ADDRESS CITY
----- ------------ ------------ --------- ---------------------------- ------------------------------ ------------------
55 0.67% 83.19% 400027572 Port ▇▇▇▇▇ Care Center ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
56 0.66% 83.84% 400027491 Plaquemine Caring Center ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Plaquemine
57 0.63% 84.47% 400027531 Union ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇ 0.62% 85.09% 400027539 Harbor Plaza ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
59 0.62% 85.71% 400027536 CliniComp Building ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
60 0.62% 86.33% 400027523 ▇▇▇ Building ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
61 0.59% 86.92% 400027511 Two Bunch Palms Resort & Spa ▇▇-▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Hot Springs
62 0.58% 87.51% 400027557 ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
63 0.58% 88.09% 400027499 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇-▇▇▇ North Dual Hwy (Rt 13) Seaford
64 0.58% 88.66% 800000116 Hidden Village Apartments ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
65 0.57% 89.23% 400027516 ▇▇▇▇▇▇▇▇/Hillcourt Apt
65 400027516A ▇▇▇▇▇▇▇▇ Apartments ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
65 400027516B Hillcourt Apartments ▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇
66 0.57% 89.80% 400027497 ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ 0.54% 90.34% 400027579 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Houston
------------------------------------------------------------------------------------------------------------------------------------
68 0.52% 90.86% 400027535 Beehive I/II Mini Stor
68 400027535A Beehive I Mini-Storage ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇
68 400027535B Beehive II Mini-Storage ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
69 0.52% 91.38% 400027498 ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
70 0.47% 91.84% 400027492 Quality Markets - Tonawands ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Tonawanda
------------------------------------------------------------------------------------------------------------------------------------
71 0.46% 92.30% 400027496 Acadian-▇▇▇▇▇▇▇ Plaza ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
72 0.44% 92.74% 400027487 Carrier ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
73 0.44% 93.17% 400027526 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇ 0.41% 93.59% 400027528 ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
75 0.40% 93.99% 400027521 Bergen Brunswick Building ▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
76 0.36% 94.35% 400027509 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
77 0.35% 94.70% 400027493 St. Michaels Shopping Center ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇.▇. ▇▇▇▇▇▇▇▇▇
78 0.33% 95.03% 800000104 Terrace Hills Apartments ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
79 0.32% 95.35% 400027510 Canyon Club Apartments ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇
80 0.32% 95.67% ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
81 0.32% 95.99% 400027530 Sausalito Apartments ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
82 0.31% 96.30% 400027494 St. Michael's of Bedford ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
83 0.31% 96.61% 800000105 Towncreek Apartments ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Smyrna
84 0.30% 96.91% 400027556 ▇▇▇'▇ Plaza ▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
85 0.30% 97.21% 400027541 GC International Building 4671 Calle Carga Camarillo
------------------------------------------------------------------------------------------------------------------------------------
86 0.29% 97.49% 400027561 Whispering Oaks Apartments ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
87 0.27% 97.76% 400027571 Preston del Norte, Phase II 5811 Beltline, Suite 2052 Dallas
88 0.27% 98.04% 400027570 Southwind Apartments ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
89 0.26% 98.30% 400027488 Coral Springs Plaza ▇▇▇▇-▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
90 0.24% 98.53% 400027502 The Travel Inn Motel ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇
------------------------------------------------------------------------------------------------------------------------------------
91 0.24% 98.77% 400027566 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ San Antonio
92 0.23% 99.00% 400027553 Northgate Apartments ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇/▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇
93 0.21% 99.21% 400027490 Andresen Warehouse ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
94 0.21% 99.42% 4045 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ 0.20% 99.62% 400027537 UPS Building ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ Coppell
------------------------------------------------------------------------------------------------------------------------------------
96 0.20% 99.82% 400027503 Quality Markets Lockport ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Town of Lockport
97 0.18% 100.00% 400027552 Georgetown Apartments ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
ORIGINAL CUT-OFF DATE
MORTGAGE PRINCIPAL PRINCIPAL CUT-OFF DATE
ASSET LOAN LOAN LOAN PRINCIPAL
# STATE ZIP PROPERTY TYPE ORIGINATOR SELLER BALANCE BALANCE BALANCE/UNIT
----- ----- ---- --------------------------------------------- ---------- ------- ------------ --------- ------------
55 LA 70767 Nursing Home Skilled Intermediate Care AMRESCO AMRESCO 3,200,000 3,194,604 25,557
56 LA 70764 Nursing Home Skilled Intermediate Care AMRESCO AMRESCO 3,185,000 3,159,457 17,951
57 ME 04102 Retail Unanchored Neighborhood: Community Center AMRESCO AMRESCO 3,010,000 3,002,075 28
58 ME 04101 Office w/Retail AMRESCO AMRESCO 3,000,000 2,992,280 54
59 CA 92121 Office Condominium AMRESCO AMRESCO 3,000,000 2,989,050 76
------------------------------------------------------------------------------------------------------------------------------------
60 NY 10458 Office w/ Retail AMRESCO AMRESCO 3,000,000 2,971,578 17
61 CA 92240 Lodging Resort AMRESCO AMRESCO 2,850,000 2,830,820 62,907
62 CT 06902 Retail Unanchored Neighborhood/Community Center AMRESCO AMRESCO 2,800,000 2,797,713 126
63 DE 19973 Retail Anchored Neighborhood/Community Center AMRESCO AMRESCO 2,800,000 2,779,988 15
64 GA 30021 Multifamily 37 - 200 Units SouthTrust AMRESCO 2,800,000 2,773,493 20,698
------------------------------------------------------------------------------------------------------------------------------------
65 AMRESCO AMRESCO 2,750,000 2,741,129 22,843
65 ▇▇ ▇▇▇▇▇ Multifamily ▇▇ - ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇ ▇▇▇▇▇ Multifamily ▇▇ - ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇ ▇▇▇▇▇ Multifamily 37 - 200 Units AMRESCO AMRESCO 2,750,000 2,729,015 27,290
67 TX 77006 Retail Unanchored Neighborhood/Community Center AMRESCO AMRESCO 2,585,000 2,582,818 95
------------------------------------------------------------------------------------------------------------------------------------
68 AMRESCO AMRESCO 2,500,000 2,492,941 5,248
68 UT 84020 Self Storage/Mini Storage ▇▇▇ - ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇ ▇▇▇▇▇ Self Storage/Mini Storage ▇ - ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇ ▇▇ ▇▇▇▇▇ Multifamily 200 + Units AMRESCO AMRESCO 2,500,000 2,484,166 7,911
70 ▇▇ ▇▇▇▇▇ Retail Free Standing AMRESCO AMRESCO 2,280,000 2,241,106 42
------------------------------------------------------------------------------------------------------------------------------------
71 LA 70808 Retail Unanchored Neighborhood/Community Center AMRESCO AMRESCO 2,200,000 2,185,688 30
72 TX 75051 Retail Anchored Neighborhood/Community Center AMRESCO AMRESCO 2,119,600 2,104,721 49
73 ▇▇ ▇▇▇▇▇ Multifamily 37 - 200 Units AMRESCO AMRESCO 2,100,000 2,095,188 16,672
74 VA 23235 Retail Anchored Neighborhood/Community Center AMRESCO AMRESCO 2,000,000 1,990,316 32
75 CO 80216 Industrial/Warehouse w/Office Single Tenant AMRESCO AMRESCO 1,950,000 1,941,084 13
------------------------------------------------------------------------------------------------------------------------------------
76 TX 77031 Multifamily 200 + Units AMRESCO AMRESCO 1,740,000 1,736,599 6,946
77 ▇▇ ▇▇▇▇▇ Retail Unanchored Neighborhood/Community Center AMRESCO AMRESCO 1,685,000 1,670,576 32
78 TN 37217 Multifamily 37 - 200 Units SouthTrust AMRESCO 1,600,000 1,573,344 14,843
79 TX 77038 Multifamily 200 + Units AMRESCO AMRESCO 1,560,000 1,558,951 6,487
▇▇ ▇▇ ▇▇▇▇▇ Multifamily ▇▇ - ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ GSMC 1,525,000 1,523,317 31,736
Capital
------------------------------------------------------------------------------------------------------------------------------------
▇▇ ▇▇ ▇▇▇▇▇ Multifamily 37 - 200 Units AMRESCO AMRESCO 1,525,000 1,518,795 7,994
82 ▇▇ ▇▇▇▇▇ Retail Unanchored Neighborhood/Community Center AMRESCO AMRESCO 1,505,000 1,492,117 47
83 GA 30080 Multifamily 37 - 200 Units SouthTrust AMRESCO 1,500,000 1,491,747 21,311
84 ▇▇ ▇▇▇▇▇ Retail, Free Standing AMRESCO AMRESCO 1,450,000 1,446,168 107
85 CA 93012 Industrial/Warehouse w/Office Single Tenant AMRESCO AMRESCO 1,435,000 1,431,196 ▇▇
------------------------------------------------------------------------------------------------------------------------------------
▇▇ ▇▇ ▇▇▇▇▇ Multifamily 37 - 200 Units AMRESCO AMRESCO 1,370,000 1,369,000 9,779
87 ▇▇ ▇▇▇▇▇ Multifamily 37 - 200 Units AMRESCO AMRESCO 1,300,000 1,299,293 24,061
88 TX 76711 Multifamily 37 - 200 Units AMRESCO AMRESCO 1,300,000 1,298,574 13,251
89 FL 33071 Retail, Unanchored Strip Center AMRESCO AMRESCO 1,250,000 1,248,990 65
90 OR 97214 Lodging Super Budget AMRESCO AMRESCO 1,150,000 1,144,123 13,953
------------------------------------------------------------------------------------------------------------------------------------
91 TX 78229 Multifamily 37 - 200 Units AMRESCO AMRESCO 1,145,000 1,142,860 15,444
92 ▇▇ ▇▇▇▇▇ Multifamily 37 - 200 Units AMRESCO AMRESCO 1,100,000 1,097,479 12,194
93 ▇▇ ▇▇▇▇▇ Industrial/Warehouse w/ Office Multiple Tenant AMRESCO AMRESCO 1,021,000 1,014,491 20
94 GA 30350 Office General Suburban Central Park GSMC 1,000,000 999,167 ▇▇
▇▇▇▇▇▇▇
▇▇ ▇▇ ▇▇▇▇▇ Office Other AMRESCO AMRESCO 980,000 975,516 29
------------------------------------------------------------------------------------------------------------------------------------
96 ▇▇ ▇▇▇▇▇ Retail Grocery Store AMRESCO AMRESCO 950,000 943,456 20
97 FL 32405 ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ - ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇,▇▇▇ 868,575 19,695
-----------
480,085,034
25
SCHEDULE III
RETAINED INTEREST
None.
26
EXHIBIT I
REPRESENTATIONS AND WARRANTIES
OF SELLER REGARDING THE MORTGAGE LOANS
(i) Seller has good and indefeasible title to the related Mortgage
Note and Mortgage and other documents in the related Mortgage File and is the
sole owner and holder of such Mortgage Loan, has full right and authority to
sell and assign such Mortgage Loan under the applicable Mortgage Loan Purchase
Agreement, and is transferring such Mortgage Loan to the Depositor free and
clear of any and all liens, claims, encumbrances, participation interests,
equities, pledges, charges or security interests of any nature.
(ii) Each of the related Mortgage Note, Mortgage and other
agreements executed in connection therewith is genuine and is the legal, valid
and binding obligation of the maker thereof, enforceable in accordance with its
terms except as such enforcement may be limited by (1) bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium, redemption or other similar
laws affecting the enforcement of creditors' rights generally and (2) general
equity principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law); and there is no valid offset, defense or
counterclaim or right of rescission to any Mortgage Note or Mortgage, including
the obligation of the mortgagor to pay the unpaid principal of and interest on
the Mortgage Note.
(iii) The terms of the related Mortgage Note and Mortgage have not
been impaired, waived, altered or modified in any material respect, except by
written instruments which have been recorded, if necessary, to protect the
interest of the Depositor and which have been delivered to the Depositor. The
substance of any such alteration or modification is reflected on the Mortgage
Loan Schedule, if applicable; the related mortgagor or guarantor has not been
released, in whole or in part, from its obligations under the related Mortgage
Note, Mortgage or any guaranty related to such Mortgage Note, as the case may
be, other than pursuant to releases previously approved in writing by such
Seller or any affiliate thereof, copies of which have been delivered to the
Depositor.
(iv) There is no material non-monetary default, breach, violation
or event of acceleration existing under the related Mortgage or Mortgage Note,
Seller has not waived any such default, breach, violation or event of
acceleration, and, to the best of Seller's knowledge, no event has occurred
which, with the passing of time or the giving of notice, would constitute such
a default, breach, violation or event of acceleration.
(v) All federal, state and local laws, rules and regulations
applicable to such Mortgage Loan, including without limitation, those relating
to usury, equal credit opportunity, real estate settlement procedures or
disclosure, have been satisfied or complied with in all material respects as of
the origination date.
(vi) To the extent required under applicable law, each originator
and subsequent mortgagee was authorized to transact and do business in the
jurisdiction in which the related Mortgaged Property is located at all times
when it held the Mortgage Loan.
27
(vii) To the best of Seller's knowledge there is no proceeding
pending or threatened for the total or partial condemnation of the related
Mortgaged Property as of the applicable closing date.
(viii) As of the applicable closing date the Mortgaged Property is in
good repair and free and clear of any damage that would affect materially and
adversely the value of the Mortgaged Property as security for the Mortgage Loan
or the use for which the premises were intended or escrows have been
established for the purpose of effecting necessary repairs and maintenance.
(ix) No Mortgage Loan is a participation interest, but instead is a
whole loan, all of the interest in which is conveyed hereunder.
(x) Neither Seller nor any of its agents or affiliates has,
directly or indirectly, advanced funds, or received any advance of funds by a
party other than the related borrower, for the payment of any amount required
by the related Mortgage Note or Mortgage, except for interest accruing from the
date of the Mortgage Note or date of disbursement of the Mortgage Loan
proceeds, whichever is later, to the date which preceded by 30 days the first
due date under the related Mortgage Note.
(xi) No scheduled payment under any Mortgage Loan is more than 30
days past due as of the Delivery Date, nor has any Mortgage Loan been
delinquent more than 30 days during the 12 months prior to the Delivery Date.
The borrower on each Mortgage Loan has made the first Monthly Payment.
(xii) Any related Assignment of Leases and Rents creates a valid
first priority assignment of, or security interest in, the right to receive all
payments due under the related lease, if any, whether as rental payments or in
respect of any purchase option, subject only to a license from the mortgagee to
the mortgagor allowing such mortgagor to collect all such payments, which
license will be automatically revoked, or at the option of the mortgagee, may
be revoked, upon a default by the mortgagor under the terms of the Mortgage;
and no Person other than the mortgagor owns any interest in any payments due
under such lease that is superior to or of equal priority with the mortgagee's
interest therein. The Assignment of Leases and Rents or the related Mortgage
provides for the appointment of a receiver for rents or allows the mortgagee to
enter into possession to collect rents or provides for rents to be paid
directly to the mortgagee in the event of a default.
(xiii) The Mortgage Note relating to each Mortgage Loan provides for
level monthly payments (exclusive of the initial payment and any balloon
payment on a balloon Mortgage Loan) and does not provide for any grace period
that exceeds 10 days during which remittance by the mortgagor of any monthly
payment may be deferred without the payment of any default interest or late
charge therefor; there is no difference for any period between the amount of
interest accrued on such Mortgage Loan and the amount of interest payable
thereon; and no Mortgage Loan provides for contingent interest, shared equity
or shared appreciation.
(xiv) As of origination of each Mortgage Loan all material
certificates of occupancy or other similar licenses, permits and other
authorizations necessary and required by applicable law for the use of the
related Mortgaged Property had been issued; and all such certificates of
occupancy or other similar licenses, permits and authorizations are valid and
in full force and effect. Except with respect to parking requirements, there
are no legal non-conforming uses or improvements with
28
respect to any Mortgaged Property, unless reasonable assurances of
rebuildability or reduced probability of loss, or "law or ordinance" insurance
coverage was obtained by the originator or Seller.
(xv) The information set forth on the Mortgage Loan Schedule is
complete, true and correct in all material respects.
(xvi) In reliance upon the title policy referred to below and the
survey for the Mortgaged Property, the related Mortgage constitutes a valid and
enforceable first lien upon the related Mortgaged Property, including all
buildings thereon and all fixtures attached thereto, subject only to (A) the
lien of current real property taxes and assessments not yet due and payable,
(B) covenants, conditions and restrictions, rights of way, easements and other
matters of public record, none of which materially interferes with the security
intended to be provided by such Mortgage, (C) exceptions and exclusions
specifically referred to in the lender's title insurance policy described
below, none of which materially interferes with the security intended to be
provided by such Mortgage, and (D) other matters to which like properties are
commonly subject, none of which materially interferes with the security
intended to be provided by such Mortgage, the ability of the mortgagor timely
to pay in full the principal and interest on the Mortgage Note, or the current
use, operation or value of the Mortgaged Property ("Permitted Exceptions").
(xvii) The proceeds of each Mortgage Loan have been fully disbursed,
or, in cases of partial disbursement there is no requirement for future
advances thereunder, and any and all requirements imposed by the mortgagee as
to completion of any on-site or off-site improvements and as to disbursements
of any escrow funds therefor have been complied with as of the Delivery Date.
(xviii) An ALTA lender's title insurance policy or a comparable form
of lender's title insurance policy or a binding commitment therefor, in any
case issued by a title insurance company qualified to do business in the
jurisdiction in which the Mortgaged Property is located, was issued in an
amount not less than the original principal balance of the Mortgage Loan,
insuring or confirming that the related Mortgage constitutes a valid first lien
on the related Mortgaged Property, subject only to the Permitted Exceptions
described above; such title insurance policy is freely assignable to the
Depositor; on the date of transfer and assignment of such Mortgage Loan to the
Depositor, such title insurance policy is valid and in full force and effect,
and, immediately following the transfer and assignment of such Mortgage Loan to
the Depositor, such title insurance policy will inure to the benefit of the
Depositor, as mortgagee of record; and no claims have been made under any title
insurance policy and such Seller has not taken any action that would cause such
title insurance policy not to be valid and in full force and effect.
(xix) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, and ground rents, if any, which previously
became due and owing in respect of the related Mortgaged Property have been
paid, or an escrow of funds in an amount sufficient to cover such payments has
been established.
(xx) Each Mortgaged Property is covered by hazard insurance (and,
if applicable, federal flood insurance with respect to the improvements on the
Mortgaged Property) naming the mortgagee and its successors as payee under a
standard mortgagee clause in an amount at least equal to the
29
greater of (A) the amount of the Mortgage Loan on the related Mortgaged
Property, and (B) an amount sufficient to avoid the application of any
coinsurance clause contained in the related insurance policy, together with a
replacement cost rider or other provision that does not allow for any reduction
due to depreciation; such insurance requires prior notice to such Seller of
termination or cancellation, and no such notice has been received; the Mortgage
obligates the related mortgagor to maintain such insurance and, upon such
mortgagor's failure to do so, authorizes the mortgagee to maintain such
insurance at the mortgagor's cost and expense and to seek reimbursement
therefor from such mortgagor; all premium payments due and owing have been
paid. The Mortgage provides that any insurance proceeds in respect of a
casualty loss or taking will be applied either to the repair and restoration of
the Mortgaged Property, with the Mortgagee or its designee having the right to
hold and disburse such proceeds as repair work progresses, or to the payment of
outstanding amounts owed on such Mortgage Loan.
(xxi) With respect to each Mortgage Loan sold by it, Seller has
received a phase I environmental site assessment (the "ESA"), dated not more
than 25 months prior to the Cut-Off Date, certified as having been prepared in
accordance with the Standard Practice for Environmental Site Assessments, Phase
I Environmental Site Assessment Process (E1527-94) established by the American
Society for Testing and Materials ("ASTM") or, with respect to the SouthTrust
Loans, other ASTM Standards or the Standards of the Federal National Mortgage
Association ("▇▇▇▇▇▇ ▇▇▇"). To the best of Seller's knowledge, and in reliance
on the ESA, there exist no circumstances or conditions respecting the Mortgaged
Property that might (1) constitute or result in a material violation of any
Environmental Law, (2) require any expenditure material in relation to the
principal balance of the Mortgage Loans as of the Delivery Date to achieve or
maintain compliance therewith, (3) impose any material constraint on operation
of the Mortgaged Property or change in the use thereof or (4) require cleanup,
remedial action or other response under any Environmental Law by the applicable
borrower or any subsequent owner of the Mortgaged Property, in each case other
than those matters disclosed in the ESAs and for which operation and management
programs or escrows for anticipated costs have been established, as recommended
in the related ESA. Other than as described in the preceding sentence, Seller
has received no notice of (A) any actual or alleged failure of the Mortgaged
Property to comply with any applicable Environmental Laws in any material
respect, (B) any known or alleged presence of any material amount of Hazardous
Substances on, under or immediately bordering such Mortgaged Property, or (C)
any pending or threatened claim with respect to material environmental matters
relating to such Mortgaged Property.
(xxii) (1) Each Mortgage Loan is directly secured by a mortgage on a
commercial or multifamily property, and (2) either (A) substantially all of the
proceeds of such Mortgage Loan were used to acquire or improve or protect an
interest in real property that, at the origination date, was the only security
for the Mortgage Loan or (B) fair market value of such real property was at
least equal to 80% of the principal amount of the Mortgage Loan at origination.
(xxiii) To the best of Seller's knowledge in reliance on the related
title insurance policy, there are no mechanics' or similar liens or claims
which have been filed for work, labor or material (and no rights are
outstanding that under law could give rise to any such lien) affecting the
Mortgaged Property which are or may be prior or equal to, or coordinate with,
the lien of the Mortgage except those which are insured against by the
mortgagee title insurance policy referred to above.
30
(xxiv) The related Assignment of Mortgage constitutes a legal, valid
and binding assignment of such Mortgage to the Depositor, and the related
Reassignment of Assignment of Leases and Rents, if any, constitutes a legal,
valid and binding assignment thereof to the Depositor. No Mortgage Note or
related loan document contains any restriction on Seller's ability to assign
and transfer such Mortgage Loan to any other person or entity.
(xxv) The mortgage instruments relating to such Mortgage Loan
contain provisions protective of the mortgagee's interests customary in
Seller's commercial mortgage loans at the time such Mortgage Loan was
originated; and the related Mortgage Note or the related Mortgage contains
customary and enforceable provisions such as to render the rights and remedies
of the holder thereof adequate for the realization against the Mortgaged
Property of the benefits of the security, including realization by judicial or,
if applicable, nonjudicial foreclosure, and there is no exemption available to
the borrower which would interfere with such right to foreclose, except as may
be limited by (A) bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium, redemption or other similar laws affecting the
enforcement of creditors' rights generally and (B) general equity principles
(regardless of whether such enforcement is considered in a proceeding in equity
or at law).
(xxvi) The related Mortgage Note is not, and has not been since the
date of origination of the Mortgage Loan, secured by any collateral except the
lien of the related Mortgage, any related Assignment of Leases and Rents and
any related security agreement and escrow agreement (except with respect to
cross-defaulted Mortgage Loans described below); the security for the Mortgage
Loan consists only of the related Mortgaged Property, any leases (including
without limitation any credit leases) thereof, and any appurtenances, fixtures
and other property located thereon; and such Mortgaged Property does not secure
any Mortgage Loan other than the Mortgage Loan being transferred and assigned
to the Depositor hereunder except for Mortgage Loans which are
cross-collateralized and cross-defaulted with other Mortgage Loans being
conveyed to the Depositor or subsequent transferee hereunder and identified on
the Mortgage Loan Schedule. The aggregate loan balance of all cross-defaulted
and cross-collateralized loans has been recorded against each related Mortgaged
Property.
(xxvii) If the related Mortgage is a deed of trust, a trustee, duly
qualified under applicable law to serve as such, has been properly designated
and currently so serves and is named in the deed of trust or has been
substituted in accordance with applicable law, and no fees or expenses are or
will become payable to the trustee under the deed of trust, except in
connection with a trustee's sale after default by the mortgagor or in
connection with the release of the Mortgaged Property or related security for
the Mortgage Loan following the payment of the Mortgage Loan in full.
(xxviii)All escrow deposits and payments relating to such Mortgage
Loan are in the possession, or under the control, of Seller, and all amounts
required to be deposited by the related borrower have been deposited and there
are no deficiencies with regard thereto.
(xxix) To the best of Seller's knowledge in reliance upon a review of
the title policy and survey for the Mortgaged Properties, none of the
improvements which were included for the purpose of determining the appraised
value of the related Mortgaged Property at the time of the origination of such
Mortgage Loan lies outside of the boundaries and building restriction lines of
such property
31
in effect at the time such improvements were constructed, and no improvements on
adjoining properties materially encroach upon such Mortgaged Property.
(xxx) With respect to any Mortgage which is secured in whole or in
part by the interest of a borrower as a lessee under a ground lease and based
upon the terms of the ground lease or an estoppel letter from the ground
lessor, either (1) the ground lessor's fee interest is subordinated to the lien
of the mortgage or (2) the following apply to such ground lease:
(A) The ground lease or a memorandum thereof has been
duly recorded, the ground lease permits the interest of the lessee
thereunder to be encumbered by the related mortgage, does not restrict
the use of the mortgaged property, lessee, its successors and assigns
in a manner that would adversely affect the security provided by the
related mortgage, and there has not been a material change in the
terms of the ground lease since its recordation, with the exception of
written instruments which are part of the related Mortgage File.
(B) The ground lease is not subject to any liens or
encumbrances superior to, or of equal priority with, the related
Mortgage, other than the related ground lessor's related fee interest.
(C) The borrower's interest in the ground lease is
assignable to the holder of the Mortgage upon notice to, but without
the consent of, the lessor thereunder and, in the event that it is so
assigned, it is further assignable by the trustee and its successors
and assigns upon notice to, but without a need to obtain the consent
of, such lessor.
(D) As of the Delivery Date, the ground lease is in full
force and effect and no default has occurred under the ground lease
and there is no existing condition which, but for the passage of time
or the giving of notice, would result in a default under the terms of
the ground lease.
(E) The ground lease requires the lessor thereunder to
give notice of any default by the lessee to the mortgagee; and the
ground lease, or an estoppel letter received by the mortgagee from the
lessor, further provides that notice of termination given under the
ground lease is not effective against the mortgagee unless a copy of
the notice has been delivered to the mortgagee in the manner described
in such ground lease or estoppel letter.
(F) The mortgagee is permitted a reasonable opportunity
(including, where necessary, sufficient time to gain possession of the
interest of the lessee under the ground lease) to cure any default
under the ground lease, which is curable after the receipt of notice
of any default before the lessor thereunder may terminate the ground
lease.
(G) The ground lease has a term which extends not less
than 10 years beyond the maturity date of the related Mortgage Loan.
32
(H) The ground lease requires the lessor to enter into a
new lease upon termination of the ground lease for any reason,
including rejection of the ground lease in a bankruptcy proceeding.
(I) Under the terms of the ground lease and the related
Mortgage, taken together, any related insurance proceeds will be
applied either to the repair or restoration of all or part of the
related Mortgaged Property, with the mortgagee or a trustee appointed
by it having the right to hold and disburse the proceeds as the repair
or restoration progresses, or to the payment of the outstanding
principal balance of the Mortgage Loan together with any accrued
interest thereon.
(J) Such ground lease does not impose restrictions on
subletting.
(K) Either the ground lease or the related Mortgage
contains the borrower's covenant that such ground lease shall not be
amended, canceled or terminated without the prior written consent of
the mortgagee.
(L) In the case of any default under the ground lease
which is not curable by the mortgagee, or in the event of the
bankruptcy or insolvency of the ground lessee, the mortgagee has the
right, following termination of the existing ground lease or rejection
thereof by a bankruptcy trustee or similar party, to enter into a new
ground lease with the lessor on substantially the same terms as the
existing ground lease.
(M) The ground lease or an estoppel letter contains a
covenant that the lessor thereunder is not permitted, in the absence
of an uncured default, to disturb the possession, interest or quiet
enjoyment of any lessee in the relevant portion of the Mortgaged
Property subject to such ground lease for any reason, or in any
manner, which would materially adversely affect the security provided
by the related Mortgage.
(xxxi) All items required to be included in the Mortgage File for
each Mortgage Loan are so included and each Mortgage File has been delivered to
the Custodian or the Master Servicer as provided by the Pooling and Servicing
Agreement, or will be delivered within 45 days of the Delivery Date.
(xxxii) With respect to any Mortgage which is secured by a senior
housing or nursing home facility ("Facility"):
(A) Based upon representations by the borrower and each
facility operator or manager (each an "Operator"), each borrower and
each Facility complies with all federal, state and local laws,
regulations, quality and safety standards, accreditation standards and
requirements of the applicable state Department of Health (each a
"DOH") and all other federal, state or local governmental authorities
including, without limitation, those relating to the quality and
adequacy of medical care, distribution of pharmaceuticals, rate
setting, equipment, personnel, operating policies, additions to
facilities and services and fee splitting.
33
(B) All governmental licenses, permits, regulatory
agreements or other approvals or agreements necessary or desirable for
the use and operation of each Facility as intended are held by the
applicable borrower or Operator and are in full force and effect,
including, without limitation, a valid certificate of need ("CON") or
similar certificate, license, or approval issued by the DOH for the
requisite number of beds, and approved provider status in any approved
provider payment program (collectively, the "Licenses").
(C) Based upon representations and covenants in the
Mortgage and, where applicable, certificates of government officials,
the Licenses, including, without limitation, the CON:
(1) May not be, and have not been, transferred to any
location other than the Facility;
(2) Have not been pledged as collateral security for any
other loan or indebtedness; and
(3) Are held free from restrictions or known conflicts
which would materially impair the use or operation of
the Facility as intended, and are not provisional,
probationary or restricted in any way.
(D) So long as the Mortgage remains outstanding, no
borrower or Operator is permitted pursuant to the terms of the
Mortgage without the consent of the holder of the Mortgage to:
(1) rescind, withdraw, revoke, amend, modify, supplement,
or otherwise alter the nature, tenor or scope of the
Licenses for any Facility (other than the addition of
services or other matters expanding or improving the
scope of such license);
(2) amend or otherwise change any Facility's authorized
bed capacity and/or the number of beds approved by
the DOH; or
(3) replace or transfer all or any part of any Facility's
beds to another site or location.
(E) Based upon representations and covenants in the
Mortgage, each Facility is in compliance with all requirements for
participation in Medicare and Medicaid, including, without limitation,
the Medicare and Medicaid Patient Protection Act of 1987; each
Facility is in conformance in all material respects with all
insurance, reimbursement and cost reporting requirements, and has a
current provider agreement which is in full force and effect under
Medicare and Medicaid.
(F) To the best of Seller's knowledge, there is no
threatened or pending revocation, suspension, termination, probation,
restriction, limitation, or nonrenewal affecting any borrower,
Operator, or Facility or any participation or provider agreement with
34
any third-party payor, including Medicare, Medicaid, Blue Cross and/or
Blue Shield, and any other private commercial insurance managed care
and employee assistance program (such programs, the "Third-Party
Payors' Programs") to which any borrower or Operator presently is
subject. The Mortgage contains representations and covenants by the
borrower that all Medicaid, Medicare, and private insurance cost
reports and financial reports submitted by the borrower or Operator
are and will be materially accurate and complete and have not been and
will not be misleading in any material respects, and except as
otherwise disclosed, no cost reports for any Facility remain "open" or
unsettled.
(G) To the best of Seller's knowledge and based on
representations by each borrower in the related Mortgage, no borrower,
Operator or Facility is currently the subject of any proceeding by any
governmental agency, and no notice of any violation has been received
from a governmental agency that would, directly or indirectly, or with
the passage of time:
(1) Have a material adverse impact on any borrower's
ability to accept and/or retain patients or result in
the imposition of a fine, a sanction, a lower rate
certification or a lower reimbursement rate for
services rendered to eligible patients;
(2) Modify, limit or annul or result in the transfer,
suspension, revocation or imposition of probationary
use of any borrower's Licenses; or
(3) Affect any borrower's continued participation in the
Medicaid or Medicare programs or any other of the
Third-Party Payors' Programs, or any successor
programs thereto, at current rate certifications.
(H) Based upon representations and covenants in the
Mortgage and, where available, certificates of government officials,
each Facility and the use thereof complies in all material respects
with all applicable local, state and federal building codes, fire
codes, health care, nursing facility and other similar regulatory
requirements (the "Physical Plant Standards") and no waivers of
Physical Plant Standards exist at any of the Facilities.
(I) Based upon representations and covenants in the
Mortgage and, where available, certificates of government officials,
no Facility has received a "Level A" (or equivalent) violation, and no
statement of charges or deficiencies has been made or penalty
enforcement action has been undertaken against any Facility, Operator
or borrower, or against any officer, director or stockholder of any
Operator or borrower by any governmental agency during the last three
calendar years, and there have been no violations over the past three
years which have threatened any Facility's, any Operator's or any
borrower's certification for participation in Medicare or Medicaid or
the other Third-Party Payors' Programs.
(J) To the best of Seller's knowledge and based on
representations by each borrower in the related Mortgage, there are no
current, pending or outstanding Medicaid, Medicare or Third-Party
Payors' Programs reimbursement audits or appeals pending at any
35
of the Facilities concerning allegations of fraud or that might have a
material adverse effect on the operations of the Facility.
(K) To the best of Seller's knowledge and based on
representations by each borrower in the related Mortgage, there are no
current or pending Medicaid, Medicare or Third-Party Payors' Programs
recoupment efforts at any of the Facilities that might have a material
adverse effect on the operations of the Facility.
(L) To the best of Seller's knowledge and based on
representations by each borrower in the related Mortgage, no borrower
has pledged its receivables as collateral security for any other loan
or indebtedness.
(M) To the best of Seller's knowledge and based on
representations by each borrower in the related Mortgage, there are no
patient or resident care agreements with patients or residents or with
any other persons which deviate in any material adverse respect from
the standard form customarily used at the Facilities.
(N) The borrower has represented in the related Mortgage
that all patient or resident records at each Facility, including
patient or resident trust fund accounts, are true and correct in all
material respects.
(O) The borrower has represented in the related Mortgage
that any existing agreement relating to the management or operation of
any Facility with respect to any Facility is in full force and effect
and is not in default by any party thereto.
(P) The terms of each Mortgage require that no Facility,
Operator or borrower shall, other than in the normal course of
business, change the terms of any of the Third-Party Payors' Programs
or its normal billing payment or reimbursement policies and procedures
with respect thereto (including, without limitation, the amount and
timing of finance charges, fees and write-offs) without the prior
written consent of the holder of the Mortgage.
(xxxiii)As of the date of origination of the related Mortgage Loan,
there was, and to the best of Seller's knowledge, as of the Delivery Date, there
is no pending action, suit or proceeding, arbitration or governmental
investigation against the Mortgaged Property or the related mortgagor, an
adverse outcome in which would materially affect such mortgagor's performance
under the terms of the Mortgage Loan or the Holders of the Certificates.
(xxxiv) In the origination of each Mortgage Loan originated by Seller,
Seller followed its underwriting procedures in effect as of the date of
origination for newly originated commercial mortgage loans, and otherwise in
accordance with customary industry procedures used by reasonable, prudent
commercial mortgage lenders generally. In connection with the purchase of each
Mortgage Loan purchased by Seller, Seller followed its underwriting procedures
in effect as of the date of purchase for newly purchased commercial mortgage
loans, and otherwise in accordance with customary industry procedures used by
reasonable, prudent purchasers of commercial mortgage loans generally.
36
(xxxv) The Mortgage Loans have been serviced since the date of
origination or purchase, as applicable, in accordance with applicable laws and
generally accepted servicing practices for similar commercial mortgage loans.
(xxxvi) No Mortgage Loan requires the mortgagee to release any portion
of the Mortgaged Property from the lien of the Mortgage except upon payment in
full of the Mortgage Loan.
(xxxvii)No improvements on any Mortgaged Property are located in a
flood hazard area as defined by the Federal Emergency Management Agency, except
such improvements as are covered by federal flood insurance.
(xxxviii)Seller inspected each Mortgaged Property or caused it to be
inspected within 12 months prior to the Delivery Date.
(xxxix) Each Mortgaged Property constitutes one or more separate tax
parcels and is served by a dedicated road (or an irrevocable easement
permitting ingress and egress) and public utilities, including without
limitation water and sewer service (or a septic system).
(xl) Each Mortgage prohibits further encumbrances and there are no
subordinate liens or unsecured debt affecting any Mortgaged Property.
(xli) Each borrower is a United States person or entity and no
borrower is related to any other borrower or is subject to any pending
bankruptcy or insolvency proceeding.
The following terms have the following definitions for purposes of the
above representations and warranties:
The term "borrower" means a borrower under a Mortgage Loan.
"Mortgage File" means, with respect to each Mortgage Loan, the
mortgage loan documents and any other documents relating to such Mortgage Loan,
in each case to the extent they are delivered to the Custodian.
37
EXHIBIT II
FORM OF LOST NOTE AFFIDAVIT
I, ___________________________, being duly sworn, do hereby state under oath
that:
I, _____________________________________________, as
___________________________ of ______________________________ (the "Seller"),
am authorized to make this Affidavit on behalf of the Seller.
The Seller is the holder of a certain deed of trust or mortgage note dated
_________, 19___ (the "Note") made by (the "Mortgagor") payable to the order of
____________ in the original principal amount of $____________ and has not
sold, transferred, satisfied, pledged, assigned, mortgaged, encumbered or
hypothecated the Note. A true copy of the Note is attached hereto as Exhibit A.
The Seller has contracted to sell to (the "Depositor") the Note secured by the
following described Mortgage or Deed of Trust (the "Mortgage"):
Date of Mortgage:
Mortgagor:
Date of Recordation:
Place of Recordation:
Book ___________, Page ____
A thorough and diligent, though unsuccessful, search was made for the Note. The
Note has been lost or destroyed and cannot be produced.
No other person, firm or other entity has any right, title, interest or claim
in the Note.
The Seller agrees to promptly deliver the original Note to the Depositor if it
is found by the Seller or otherwise comes into its possession.
The Seller shall indemnify, defend, protect and hold harmless the Depositor and
any successors or assigns against any and all claims, obligations, expenses,
liabilities, defenses and costs (including, but not limited to, reasonable
attorneys' fees) arising as a result of any person claiming that such person is
the holder of the Note.
This affidavit is being made to induce the Trustee, for the benefit of the
Certificateholders, to accept an assignment of the Note.
* * *
38
Executed this ____ day of ____________, 199_, on behalf of ▇▇▇▇▇▇▇ ▇▇▇▇▇
MORTGAGE COMPANY.
▇▇▇▇▇▇▇ SACHS MORTGAGE COMPANY
By:
---------------------------------
Name:
Title:
39
STATE OF ______________ )
) SS.:
COUNTY OF ____________ )
On this ____ day of June, 1997, before me the undersigned, a
NOTARY PUBLIC OF ________________________, personally appeared
________________________________, as ___________________________ of ▇▇▇▇▇▇▇
▇▇▇▇▇ MORTGAGE COMPANY, a New York limited partnership, who, I am satisfied,
was the maker of the foregoing affidavit and who then stated and acknowledged
to me that, as such officer and maker (1) he was authorized to execute the
foregoing affidavit on behalf of said corporation and (2) he executed said
affidavit as the act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed
my official seal at my office in ______________________________ the day and
year last above written.
---------------------------------------------
Notary Public, in and for the State of
------
[AFFIX SEAL] My Commission expires on
--------------------
40
EXHIBIT III
FORM OF(1)
ASSIGNMENT OF MORTGAGE(S)
AND
ASSIGNMENT OF ASSIGNMENT OF LESSOR'S INTERESTS
IN LEASES, RENTS AND PROFITS
KNOW ALL MEN BY THESE PRESENTS:
THAT, as of ____________, 199_, ▇▇▇▇▇▇▇ SACHS MORTGAGE COMPANY, a New
York limited partnership, whose address is ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ("ASSIGNOR") in consideration of ten and 00/100 ($10.00) dollars and other
good and valuable consideration, paid by LASALLE NATIONAL BANK, a national
banking association, as Trustee for AMRESCO Commercial Mortgage Funding I
Corporation, Mortgage Pass-Through Certificates, Series 1997-C1, whose address
is ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ ("ASSIGNEE"), receipt
of which is acknowledged by ASSIGNOR, hereby sells, assigns, transfers, sets
over and conveys unto the ASSIGNEE certain mortgage(s) and assignments of
leases, rents and profits and other collateral documents as follows:
See Schedule "A" attached hereto and incorporated herein by this
reference.
TOGETHER with the note(s), debt(s) and claim(s) secured by said
mortgage(s) and the covenants contained in said mortgage(s), together with all
amendments, supplements and modifications thereto and all liens, financing
statements, guaranties and security interests securing the payment of such
notes, including, without limitation, any other documents recorded in the real
property records of the jurisdiction in which the real property covered by the
mortgage(s) is located with respect to such notes, and any other documents,
agreements, instruments or property relating to such loan(s) and all right,
title, interest, claims, demands, causes of action and judgments securing or
relating to such loan(s); TO HAVE AND TO HOLD the same unto the ASSIGNEE and to
the successors, legal representatives and assigns of the ASSIGNEE forever.
THIS ASSIGNMENT is made without recourse or representation or warranty
of any kind or nature, express or implied except as expressly set forth in that
certain Mortgage Loan Purchase Agreement, dated June 30, 1997 between ASSIGNOR
and AMRESCO Commercial Mortgage Funding I Corporation.
--------------------
(1) This form is to be used in connection with the Mortgage Loan Purchase
Agreement only to the extent the applicable document has not been
previously delivered for recordation.
41
IN WITNESS WHEREOF, the ASSIGNOR has duly executed this ______________
Assignment the ____ day of ____________, 199__.
IN PRESENCE OF:
By:
----------------------------------- -----------------------------------
Name:
Title:
42
STATE OF )
------------- ) SS.:
COUNTY OF )
-------------
On this ________ day of _____ 199__ before me the undersigned, a NOTARY
PUBLIC OF __________________, personally appeared as _____________ of ________,
a New York limited partnership, who, I am satisfied, was the maker of the
foregoing instrument and who then stated and acknowledged to me that, as such
officer and maker (1) he was authorized to execute the foregoing instrument on
behalf of said corporation and (2) he executed said instrument as the act and
deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal at my office in the day and year last above written.
------------------------------------------------
Notary Public, in and for the State of
----------
[AFFIX SEAL] My Commission expires on
------------------------
43
ASSIGNMENT OF MORTGAGE
AND
ASSIGNMENT OF ASSIGNMENT OF LESSOR'S INTERESTS
IN LEASES, RENTS AND PROFITS
--------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE COMPANY
TO
LASALLE NATIONAL BANK, AS TRUSTEE
--------------------------------------------------------------------------------
RECORD AND RETURN TO: