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AMRESCO COMMERCIAL MORTGAGE FUNDING I CORPORATION
(Depositor)
and
AMRESCO CAPITAL CORPORATION
(Seller)
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MORTGAGE LOAN PURCHASE AGREEMENT
Dated June 30, 1997
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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
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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
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MORTGAGE LOAN PURCHASE AGREEMENT
This Mortgage Loan Purchase Agreement (this "Agreement"), dated
June 30, 1997, is made by and between AMRESCO CAPITAL CORPORATION, a Texas
corporation (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 Xxxxxxx & Xxxxx L.L.P., 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, 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
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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 Xxxxxxx Xxxxx Mortgage Company ("GSMC") 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) GSMC shall sell to Depositor, and Depositor shall purchase from
GSMC 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.
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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 xxxx-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;
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(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
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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 xxxx-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.
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(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 corporation duly organized, validly existing
and in good standing under the laws of the State of
Texas, with full corporate power an 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 corporate 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 Texas
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 Seller's articles of incorporation
or by-laws.
(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.
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(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 Texas 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 Xxxxxxx & Xxxxx 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 the 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.
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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 Texas. 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 under, the
charter or by-laws of Seller or, after giving effect to the
consents or the
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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 corporate 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
part of Depositor to review or examine such documents and shall inure to the
benefit of any initial
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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.
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
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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 court (regardless of whether
enforcement of such remedies is considered in a proceeding in equity or at
law).
-11-
15
(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 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, L.B. Xx. 000, Xxxxxx, Xxxxx 00000,
Attention: President, Telecopy No.: (000) 000-0000; and (b) if sent to Seller,
will be mailed, delivered or telecopied to it at 000 Xxxxx Xxxxx Xxxxxx, Xxxxx
0000, L.B. Xx. 000, Xxxxxx, Xxxxx 00000, Attention: President, Telecopy No.:
(000) 000-0000, with a copy to AMRESCO, INC., 000 Xxxxx Xxxxx Xxxxxx, Xxxxx
0000, L.B. Xx. 000, Xxxxxx, Xxxxx 00000, Attention: General Counsel, Telecopy
No.: (000) 000-0000.
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
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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;
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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,
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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.
AMRESCO CAPITAL CORPORATION,
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 AMRESCO CAPITAL CORPORATION ("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 Xxxxxxx, Xxxxx & 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.
21
"Mortgage Loans" means the mortgage loans to be sold to Depositor by
Seller pursuant to this Agreement, specifically identified in the Mortgage Loan
Schedule.
"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 Xxxxxxx, 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 "AMRESCO" 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 Xxxxxxxx Xxxx Xxxxx Xxxx/Xxxx 0000 Xxxxxxxx Xxxxx Xxxxxxxxx Xxxxxxxx Xxxxx
2 3.80% 8.46% 0000 Xxxxx Xxxxx Xxxx 00xx Xx & Xxxxx Xxxxx Xx Xxxxx
0 3.64% 12.10% 400027495 Xxxxxx Xxxxxxxx Xxx Xxxxxx Xxxxx Xxxxxxx
0 3.11% 15.21% 400027500 River oaks Plaza 0000 Xxxx Xxxx Xxxxxx Xxxxxxx
5 2.61% 17.82% 800000111 Hideaway Xxx Xxxx Xxxxxxxxxx 0000 Xxxxxxxx Xxx Xxxx Kissimmee
6 2.48% 20.31% 400027525 Shenandoah Xxxxx/Xxxxxx
6 400027525A Shenandoah Xxxxx 0000 Xxxx 00xx Xxxxxx Xxxxxxx
6 400027525B Ashley Square 0000 Xxxxxxxxx Xxxxxxx
6 400027525C Unity Pointe 0000 Xxxxxxxxx Xxxxxxx
6 400027525D Hidden Pines 000 Xxxxxxx Xxxxxxx
6 400027525E Xxxxxxxx Xxxx 0000 Xxxxxxx Xxxxxxx
7 2.44% 22.75% 800000101 Xxxx Xxxxxx Xxxxxxxxxx 000 Xxxx Xxxxxx Xxxxxxxxx Xxxxxxxxx
0 2.43% 25.19% 800000112 Xxx Xxxx Xxxxx Xxxxxxxxxx 0000 Xxxxxx Xxxxxx Xxxxxxx
0 2.18% 27.36% 400027543 Shoreview Nursing Home 0000 Xxxxxxxx 0xx Xx. Xxxxxxxx
10 2.13% 29.50% 400028214 Arbor of Apts
10 400028214A Arbors of Xxxxxx Apts. 000 Xxxxxxxx Xxxxx Xxxxxx
10 400028214B Arbors of Corsicana I Apts. 0000 Xxxxx 00xx Xxxxxx Corsicana
10 400028214C Arbors of Cleburne I Apts. 000 Xxxxxxxx Xxxxxx Xxxxxxxx
10 400028214D Arbors of Xxxxxxxxx XX Xxxx. 0000 Xxxxx Xxxxxx Xxxxxxxxx
10 400028214E Arbors of Cleburne II Apts. 000 Xxxxxxxx Xxxxxx Xxxxxxxx
00 400028214F Arbors of Xxxxxxxx Apts. 000 XX Xxxxxxx Xxxxxx Xxxxxxxx
11 2.12% 31.62% 400027544 Soo Line Building 105 South Fifth Minneapolis
12 2.01% 33.63% 40027548 Park Place Apartments 0000 Xxxxxxx Xxxxxxxxxx Xxx Xxxxx
13 1.96% 35.59% 400027551 Xxxxx Xxx Xxxxxx Xxxxx 0000 Xxxxx Xxx San xxxx
14 1.95% 37.54% 800000110 The Xxxxxxx Xxxxxxx Xxxxxxxxxx 0000 Xxxxxxx Xxxxx Xxxxxxx
00 1.90% 39.44% 800000103 Wynbridge Apartments 0000 Xxxxxxx Xxxxxx Xxxx Xxxxxxxx
00 1.79% 41.23% 400027564 Xxxxxxx Xxxxx Xxxxxxxxxx 000 Xxxxx Xxxxxx Pasadena
17 1.76% 42.99% 400027576 Bristol Park Apartments 0000 X. Xxxxxxx Xxxxx
18 1.75% 44.74% 800000106 Westwood Apartments 0000 Xxxxxxxx - Xxxxxx Xxxx Xxxxxxx
19 1.75% 46.49% 400027507 Preston Del Norte I Apartments 0000 Xxxxxxxx Xxxx Xxxxxx
20 1.73% 48.22% 400027518 Georgetown Suites - Xxxx Xxxx 0000 00xx Xxxxxx, X.X. Xxxxxxxxxx
00 1.72% 49.94% 400027563 The Columns Apartments 000 Xxxxx Xxxxxx Xxxxxx Pasadena
22 1.58% 51.53% 800000108 Wynfield Apartments 0000 Xxxxxxxx Xxxxx Xxxxxxx
23 1.43% 52.95% 400028209 Rustic Hills Shopping Center 1605 - 0000 Xxxxx Xxxxxxx Xxxx Xxxxxxxx Xxxxxxx
24 1.45% 54.40% 400027574 Foxfire Apartments 7324 S. Wheeling Tulsa
25 1.41% 55.82% 400027555 Georgetown Manor Apartments 000 Xxxxxxxxxx Xx Xxx Xxxxxx
26 1.36% 57.18% 400027575 Chapparal Creek Apartments 0000 Xxxx 00xx Xxxxxx Xxxxx
27 1.31% 58.49% 400028215 Xxxxxxxx Xxxxxxx Xxxxxxxxxx XX 0 Xxxxxxx Xxxx Xxxxxxxx
28 1.25% 59.74% 400027567 Asset Marketing Building 00000 Xxxxxxxxxx Xxxxx Xxxxxxxxxx
29 1.24% 60.98% 400027504 Briarcliff Apartments 0000 Xxxxxxx Xxxx Xxxxxxxxx
30 1.13% 62.10% 400027520 West Airport Centre 7263 - 0000 XX 00xx Xx. Xxxxx
31 1.12% 63.23% 400027554 Xxxx Xxx Xxxxxxx Xxxxxxxxxx 0000 Xxxxxxxx Xxx. St. Louis
32 1.09% 64.31% 400027512 00000 Xxxxxxx Xxxxxxxx 00000 Xxxxxxx Xxxxxxxx Xxxx
33 1.05% 65.37% 800000114 Springfield West Apartments 0000 Xxxxxxxxx Xxxxx Xxxxxxxx
34 1.05% 66.41% 400027534 Georgetown Suites - Harbor Blvd 0000 00xx Xxxxxx X.X. Xxxxxxxxxx
35 0.94% 67.36% 800000113 Squire Hill II Apartments 000 Xxx Xxxxx Xxxx Xxxxxxxxxxxxxxx
36 0.94% 68.29% 400027669 Xxxxxxxxx Xxxx Xxxxxx 0000 Xxxxx Xxxxxx Xx. Xxxxxxxxx
37(1) 0.93% 69.23% 400027519 Xxxxxxxxxxx Xxxx Xxxxxx 0 Xxxxx Xxxxxx Xxxx Xxxxxx
38 0.92% 70.15% 800000115 Xxxxxxxx Xxxxxxxx Xxxxxxxxxx 000 Xxxxxxxx Xxxxxx Xxxxxxx
00 0.91% 71.06% 400027514 Fayetteville Hilton Hotel 00 Xxxxx Xxxx Xxxxxx Xxxxxxxxxxxx
40 0.90% 71.96% 400027529 Willows Apartments 0000 Xxxxxx Xxxxxxx Xxxx Xxxxxxx
41 0.89% 72.85% 400027522 Oconomowoc Xxxxx Xxxxxxxx Xxx 0000 - 0000 X. Xxxxxxx Xxxxxx Xxxxxxxxxx
42 0.83% 73.68% 400027565 Volker Xxxxxxxx 0000 Xxxxx 000 Xxxx Xxxx Xxxx Xxxx
43 0.81% 74.49% 800000107 Country Oaks Apartments 0000 XX 000xx Xxxxxx Xxxxxxxx City
44 0.81% 75.30% 400027505 Xxx Xxxxx Xxxxxxxx 0000 Xxxxxxxxxxx Xxxxxxx Xxxxxxx
00 0.80% 76.10% 400027546 Xxxxxxxxx Plaza 000 Xxxxxx Xxxx Xxxx Xxxxxx
46 0.80% 76.90% 400027501 North Tucson Business Center 0000 Xxxx Xxxxx Xxxx Xxxxx Xxxxxx
47 0.77% 77.67% 800000102 Xxxxxxxxx Xxxx Xxxxxxxxxx 0000 Xxxxx Xxxxx Xxxxxx
48 0.73% 78.39% 400027506 Bethpage Xxxxx Xxxxxxxx Xxxxxx 000 - 000 Xxxxxxx Xxxxxx Bethpage
49 0.74% 79.13% 4030 Home Resources Xxxxxxxx 00 Xxxxxxxxxx Xxxx Leonminster
50 0.69% 79.82% 400027577 Tower Crossing Apartments 0000 X. 000xx Xxxxxx Xxxxx
51(1) 0.69% 80.50% 400027538 New Xxxxxxx Apartments 000 Xxxx Xxxxx Xxxx Dover
52 0.68% 81.19% 800000109 Tempo 2000 Apartments 0000 Xxxxxx Xxxxxxx Xxxxxxx
53 0.67% 81.85% 400027486 Pacific South Center 00000 Xxxxxxx Xxxxxxx Xxxxx Xxxxxxx
54 0.67% 82.52% 400027573 Xxxxx Building 0000 Xxxxxx Xxxxxx Xxxxx
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 00
Xxxxxxxxx Xxxxxx Xxxxxxx Xxxx 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 XXXXXXX XXXXXXX
0 XX 00000 Multifamily 200+ Units XXXXXXX XXXXXXX
0 TX 77057 Multifamily 00 - 000 Xxxxx XXXXXXX XXXXXXX
0 XX 00000 Multifamily 00 - 000 Xxxxx XXXXXXX XXXXXXX
0 XX 00000 Multifamily 00 - 000 Xxxxx XXXXXXX XXXXXXX
0 XX 00000 Multifamily 00 - 000 Xxxxx XXXXXXX XXXXXXX
0 XX 00000 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 XX 00000 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 XX 00000 Multifamily 00 -000 Xxxxx XXXXXXX XXXXXXX
00 XX 00000 Multifamily 00 -000 Xxxxx XXXXXXX XXXXXXX
00 XX 00000 Multifamily 00 -000 Xxxxx XXXXXXX XXXXXXX
00 XX 00000 Multifamily 00 -000 Xxxxx XXXXXXX XXXXXXX
00 XX 00000 Multifamily 00 -000 Xxxxx XXXXXXX XXXXXXX
00 XX 00000 Multifamily 00 -000 Xxxxx XXXXXXX XXXXXXX
00 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
00 XX 00000 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
00 XX 00000 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
00 XX 00000 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
00 XX 00000 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) XX 00000 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
00 XX 00000 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 XX 00000 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) XX 00000 Multifamily 37 - 200 Units AMRESCO AMRESCO 3,300,000 3,292,438 20,199
00 XX 00000 Multifamily 37 - 200 Units SouthTrust AMRESCO 3,300,000 3,284,513 25,660
53 XX 00000 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 Xxxxx Care Center 000 00xx Xxxxxx Xxxx Xxxxx
56 0.66% 83.84% 400027491 Plaquemine Caring Center 00000 Xxxxx Xxxx Xxxxx Plaquemine
57 0.63% 84.47% 400027531 Union Xxxxxxx Xxxxx 000-000 Xx. Xxxx Xxxxxx Xxxxxxxx
00 0.62% 85.09% 400027539 Harbor Plaza 000 Xxxxxxxxxx Xx Xxxxxxxx
59 0.62% 85.71% 400027536 CliniComp Building 0000 Xxxxx Xxxxxx Xxxxx Xxx Xxxxx
------------------------------------------------------------------------------------------------------------------------------------
60 0.62% 86.33% 400027523 Xxx Building 0000 Xxxxx Xxxxxxxxx Xxxxx
61 0.59% 86.92% 400027511 Two Bunch Palms Resort & Spa 00-000 Xxx Xxxxx Xxxxx Xxxxx Xxxxxx Hot Springs
62 0.58% 87.51% 400027557 Xxxxxx Xxxx Xxxxx 000 Xxxx Xxxx Xxxxxx Xxxxxxxx
63 0.58% 88.09% 400027499 Xxxxxxx Xxxxxxx Xxxxxxxx Xxx 000-000 North Dual Hwy (Rt 13) Seaford
64 0.58% 88.66% 800000116 Hidden Village Apartments 0000 Xxxx Xxxxx Xx Xxxx Xxx Xxxxxxx
------------------------------------------------------------------------------------------------------------------------------------
65 0.57% 89.23% 400027516 Xxxxxxxx/Hillcourt Apt
65 400027516A Xxxxxxxx Apartments 000 Xxxxx 00xx Xxxxxx Xxxxxxx
65 400027516B Hillcourt Apartments 0000 XX 000xx Xx. Xxxxxxx
66 0.57% 89.80% 400027497 Xxxxxx Xxxxxx Xxxxx Xxxx 0000 XX Xxxxxx Xxxxx Xxxxxxx
00 0.54% 90.34% 400027579 Xxx Xxxxx Xxxxxx Xxxxxx 0000 Xxxxxxxxxx Xxxx Houston
------------------------------------------------------------------------------------------------------------------------------------
68 0.52% 90.86% 400027535 Beehive I/II Mini Stor
68 400027535A Beehive I Mini-Storage 00000 Xxxxx Xxxxxxxxx Xx. Xxxxxx
68 400027535B Beehive II Mini-Storage 0000 Xxxxx 000 Xxxx Xxxxx Xxxxx
69 0.52% 91.38% 400027498 Xxxxxx Xxxxx Xxxxxxx Xxxxxxxxx 000 Xxxxxxxxx Xxxxxxx
70 0.47% 91.84% 400027492 Quality Markets - Tonawands 0000 Xxxxxxxx Xxxxx Tonawanda
------------------------------------------------------------------------------------------------------------------------------------
71 0.46% 92.30% 400027496 Acadian-Xxxxxxx Plaza 0000 Xxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxx
72 0.44% 92.74% 400027487 Carrier Xxxxxxxx Xxxxxxxx Xxx 000 X Xxxxxxx 000 Xxxxx Xxxxxxx
73 0.44% 93.17% 400027526 Xxxxxxxxx Xxxxxxx Xxxxxxxxxx 000 Xxxxx Xxxxx Xxxxx
00 0.41% 93.59% 400027528 Xxxxxxx Xxxx Xxxxxxxx Xxxxxx 00000-00 Xxxxxxx Xxxx Xxxxxxxxxx
75 0.40% 93.99% 400027521 Bergen Brunswick Building 000 X. 00xx Xxxxxx Xxxxxx
------------------------------------------------------------------------------------------------------------------------------------
76 0.36% 94.35% 400027509 Xxxxxxxxx Xxxxxxx Xxxxxxxxxx 00000 Xxxx Xxxxxxxx Xxxxxxx
77 0.35% 94.70% 400027493 St. Michaels Shopping Center 0000 Xxxxx Xxxx Xxxx., X.X. Xxxxxxxxx
78 0.33% 95.03% 800000104 Terrace Hills Apartments 0000 Xxxxxxxx Xxxxx Xxxxxxxxx
79 0.32% 95.35% 400027510 Canyon Club Apartments 00000 Xxxxx Xxxxx Xx. Xxxxxxx
80 0.32% 95.67% 0000 Xxxxxxx Xxxxx Xxxxxxxxxx 0000 Xxxxxxx Xxxxx Xxxxxxxx
------------------------------------------------------------------------------------------------------------------------------------
81 0.32% 95.99% 400027530 Sausalito Apartments 00000 Xxxxxxxx Xxxxxx Xxxxxxx
82 0.31% 96.30% 400027494 St. Michael's of Bedford 0000 Xxxxx Xxxxxxx 000 Xxxxxxx
83 0.31% 96.61% 800000105 Towncreek Apartments 0000 Xxxxxxx Xxxxxx Smyrna
84 0.30% 96.91% 400027556 Xxx'x Plaza 00-00 Xxxxxx Xxxxxx Xxxxxxxxxx
85 0.30% 97.21% 400027541 GC International Building 4671 Calle Carga Camarillo
------------------------------------------------------------------------------------------------------------------------------------
86 0.29% 97.49% 400027561 Whispering Oaks Apartments 0000 Xxxx Xxxx 000 Xxxxx Xxxxxx
87 0.27% 97.76% 400027571 Preston del Norte, Phase II 5811 Beltline, Suite 2052 Dallas
88 0.27% 98.04% 400027570 Southwind Apartments 0000 Xxxxxxx Xxxxxx Xxxx
89 0.26% 98.30% 400027488 Coral Springs Plaza 0000-0000 X. Xxxxxxxxxx Xxxxx Xxxxx Xxxxxxx
90 0.24% 98.53% 400027502 The Travel Inn Motel 000 Xxxx Xxxxxxxx Xx. Xxxxxxxx
------------------------------------------------------------------------------------------------------------------------------------
91 0.24% 98.77% 400027566 Xxxxxxxx Xxxxxxx Xxxxxxxxxx 0000 Xxxxxxxxx Xxxx San Antonio
92 0.23% 99.00% 400027553 Northgate Apartments 00 Xxxxxxxxxx Xxxx/Xxxxx 00 Xxxxxxxxx
93 0.21% 99.21% 400027490 Andresen Warehouse 0000 X.X. Xxxxxxxx Xxxx Xxxxxxxxx
94 0.21% 99.42% 4045 Xxxxxxxxxx Xxxxxx Xxxxxxxx 0000 Xxxxxxx Xxxx Xxxxxxx
00 0.20% 99.62% 400027537 UPS Building 000 Xxxxx Xxxx Xxxx Coppell
------------------------------------------------------------------------------------------------------------------------------------
96 0.20% 99.82% 400027503 Quality Markets Lockport 0000 Xxxxxxxxx Xxxx Town of Lockport
97 0.18% 100.00% 400027552 Georgetown Apartments 0000 Xxxxxxxx Xxxx Xxxxxx Xxxx
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 XX 00000 Multifamily 00 - 000 Xxxxx XXXXXXX XXXXXXX
00 XX 00000 Multifamily 00 - 000 Xxxxx XXXXXXX XXXXXXX
00 XX 00000 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 000 - 000 xxxxx XXXXXXX XXXXXXX
00 XX 00000 Self Storage/Mini Storage 0 - 000 xxxxx XXXXXXX XXXXXXX
00 XX 00000 Multifamily 200 + Units AMRESCO AMRESCO 2,500,000 2,484,166 7,911
70 XX 00000 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 XX 00000 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 XX 00000 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
00 XX 00000 Multifamily 00 - 000 Xxxxx Xxxxxxx Xxxx GSMC 1,525,000 1,523,317 31,736
Capital
------------------------------------------------------------------------------------------------------------------------------------
00 XX 00000 Multifamily 37 - 200 Units AMRESCO AMRESCO 1,525,000 1,518,795 7,994
82 XX 00000 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 XX 00000 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 00
------------------------------------------------------------------------------------------------------------------------------------
00 XX 00000 Multifamily 37 - 200 Units AMRESCO AMRESCO 1,370,000 1,369,000 9,779
87 XX 00000 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 XX 00000 Multifamily 37 - 200 Units AMRESCO AMRESCO 1,100,000 1,097,479 12,194
93 XX 00000 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 00
Xxxxxxx
00 XX 00000 Office Other AMRESCO AMRESCO 980,000 975,516 29
------------------------------------------------------------------------------------------------------------------------------------
96 XX 00000 Retail Grocery Store AMRESCO AMRESCO 950,000 943,456 20
97 FL 32405 Xxxxxxxxxxx 00 - 000 Xxxxx XXXXXXX XXXXXXX 000,000 868,575 19,695
-----------
480,085,034
25
SCHEDULE III
RETAINED INTEREST
[Schedule Begins on Next Page]
26
SOUTHTRUST LOANS - RETAINED INTEREST
CUT-OFF
DATE
PRINCIPAL MATURITY
PROPERTY NAME CITY STATE BALANCE DATE
------------- ---- ----- ------- -----
Hideaway Bay Club Apartments Kissimmee FL $ 12,534,149 08/01/2003
Lake Tivoli Apartments Kissimmee FL 11,733,138 09/01/2003
The Park South Apartments Orlando FL 11,688,491 08/01/2003
The Chatham Landing Apartments Orlando FL 9,350,793 08/01/2003
Wynbridge Apartments Norcross GA 9,141,951 07/01/2006
Westwood Apartments Atlanta GA 8,417,420 04/01/2006
Wynfield Station Apartments Atlanta GA 7,607,089 09/01/2003
Springfield West Apartments Richmond VA 5,052,719 12/01/2006
Squire Hill II Apartments Charlottesville VA 4,527,507 12/01/2006
Xxxxxxxx Xxxxxxxx Xxxxxxxxxx Xxxxxxx XX 4,431,341 11/01/2006
Country Oaks Apartments Oklahoma City OK 3,906,085 00/00/0000
Xxxxxxxxx Xxxx Xxxxxxxxxx Xxxxxx XX 3,693,451 05/01/2006
Tempo 0000 Xxxxxxxxxx Xxxxxxx XX 3,284,513 10/01/2003
Hidden Village Apartments Atlanta GA 2,773,493 00/00/0000
Xxxxxxx Xxxxx Xxxxxxxxxx Xxxxxxxxx XX 1,573,344 00/00/0000
Xxxxxxxxx Xxxxxxxxxx Xxxxxx XX 1,491,747 08/01/2006
------------
Total/Wtd. Avg. $101,207,231
AMRESCO LOANS - RETAINED INTEREST
MORTGAGE
INTEREST COMPUTATION RETAINED
PROPERTY NAME RATE METHOD INTEREST
------------- ---- ------ --------
Hideaway Bay Club Apartments 8.530% 365/360 0.6400%
Lake Tivoli Apartments 8.450 30/360 0.4415
The Park South Apartments 8.530 365/360 0.6400
The Chatham Landing Apartments 8.530 365/360 0.6400
Wynbridge Apartments 9.050 30/360 1.0415
Westwood Apartments 8.050 30/360 0.0415
Wynfield Station Apartments 8.500 30/360 0.4915
Springfield West Apartments 8.370 365/365 0.4778
Squire Hill II Apartments 8.150 365/360 0.2547
Avondale Crossing Apartments 8.660 30/360 0.6515
Country Oaks Apartments 8.650 30/360 0.6415
Northgate Club Apartments 8.350 30/360 0.3415
Tempo 2000 Apartments 8.780 30/360 0.7715
Hidden Village Apartments 8.730 30/360 0.7215
Terrace Hills Apartments 7.950 30/360 0.0000
Towncreek Apartments 9.130 30/360 1.1215
------- -------
Total/Wtd. Avg. 8.518% 0.5602%
AMRESCO - RETAINED INTEREST
CUT-OFF
DATE
PRINCIPAL MATURITY
PROPERTY NAME CITY STATE BALANCE DATE
------------- ---- ----- ------- -----
Xxxxxx Building Oakland CA 17,467,554 05/01/2004
MORTGAGE
INTEREST COMPUTATION RETAINED
PROPERTY NAME RATE METHOD INTEREST
------------- ---- ------ --------
Xxxxxx Building 8.50% 30/360 1.245%
27
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.
28
(vii) To the best of Seller's knowledge, except with respect to the
Robious Road Loan, 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, except with respect to the
Bristol Park Apartments Loan, 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) Except with respect to Retained Interest, 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
-2-
29
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 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.
- 3 -
30
(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 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 ("Xxxxxx Xxx"). 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
- 4 -
31
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.
(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.
- 5 -
32
(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 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.
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33
(G) The ground lease has a term which extends not less
than 10 years beyond the maturity date of the related Mortgage Loan.
(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
- 7 -
34
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.
(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.
- 8 -
35
(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
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.
- 9 -
36
(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 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
- 10 -
37
accordance with customary industry procedures used by reasonable, prudent
purchasers of commercial mortgage loans generally.
(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) Except with respect to the Asset Marketing Building Loan, the
Seaford Village Shopping Center Loan and the Beehive I/II Mini-Storage Loans,
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) Except for the Country Oaks Loan, the Northgate Club Loan,
the Springfield West Loan, the Squire Hill II Loan, the Terrace Hills Loan, the
Town Creek Loan and the Wynbridge Loan, 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) Except as described in the Annex I, each Mortgage prohibits
further encumbrances, and except as described in Annex II, there are no
subordinate liens or unsecured debt affecting any Mortgaged Property.
(xli) Each borrower is a United States person or entity, and except
as described in Annex III, 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.
- 11 -
38
ANNEX I
None.
39
ANNEX II
SOO LINE: $466,799 to unaffiliated party. Secured by
elevator equipment. No Subordination and
Standstill Agreement. Debt Satisfaction
Escrow ($298,350) covers portion of elevator-
related cost not passed through to tenants.
TWO BUNCH PALMS: $250,000 to World Holdings, Inc., unsecured.
$1,700,000 to Transom, Ltd., secured by
adjacent real estate owned by Borrower.
Subordination and Standstill received from
both World Holdings and Transom.
BERGEN XXXXXXXX: LLC members have right to loan up to $750,000
unsecured debt to Borrower, subject to
Subordination and Standstill Agreement. No
outstanding balance at closing.
ASSET MARKETING: Up to $300,000 to Security Bank & Trust
permitted. Unsecured. No Subordination and
Standstill Agreement, but loan covenant
requires that all subordinate debt be repaid
within 1 year of closing.
00
XXXXX XXX
XXXX XXXXX (x00,000,000)/Xxxxxxxx Xxx ($12,600,000)/Chatham Landing
($9,400,000): Xxxxxx X. Xxxxxx is key principal for each loan (not crossed)
WYNFIELD STATION ($7,650,000)/Tempo 2000 ($3,300,000)/Westwood
($8,500,000)/Wynbridge ($9,200,000): Wynbridge, Wynfield and Westwood have
Xxxxx Xxxxxxx and Xxxxx X. Xxxxx as key principals/joinder party. Tempo 2000
has Xxxxx Xxxxxxx as one of key principals/joinder party.
XXXXXXX: Brisol Park ($8,462,270)/Tower Crossing
($3,310,150)/Chapparal Creek ($6,556,730)/Foxfire ($6,970,850) (crossed)
XXXXXXX COURT ($8,585,000)/Columns ($8,265,000) (crossed)
GEORGETOWN SUITES: Main building ($8,350,000) and Harbor building
($5,050,000) (crossed)
SOUTH BAY: ($9,450,000)/North Tuscon ($3,850,000) (not crossed)
BRIARCLIFF ($5,970,000)/Triad ($3,890,000) (Corporate general partner-
Allentown Operating Corp. - in Briarcliff owns general partnership interest in
Triad borrowing entity; not crossed)
FAIRFIELD GARDENS ($2,100,000)/Northgate ($1,100,000)/New Xxxxxxx
($3,300,000) (crossed)
PORT XXXXX ($3,200,000)/Plaquemine ($3,185,000) (not crossed)
CANYON CLUB ($1,560,000)/Southwest Terrace ($1,740,000) (crossed)
ST. MICHAEL'S ARLINGTON($1,685,000)/St. Michael's Bedford ($1,505,000)
(crossed)
QUALITY MARKETS - TONAWANDA ($2,280,000)/Quality Markets - Lockport
($950,000) 2 of key principals for Tonawanda loan are also key principals on
Lockport loan (not crossed)
41
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.
* * *
42
Executed this ____ day of ____________, 199_, on behalf of AMRESCO CAPITAL
CORPORATION.
AMRESCO CAPITAL CORPORATION
By:___________________________________
Name:
Title:
43
STATE OF ______________ )
) SS.:
COUNTY OF ____________ )
On this ____ day of June, 1997, before me the undersigned, a
NOTARY PUBLIC OF ________________________, personally appeared
________________________________, as ___________________________ of AMRESCO
CAPITAL CORPORATION, a Texas corporation, 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 _________________________
44
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_, AMRESCO CAPITAL CORPORATION, a Texas
corporation, whose address is 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, L.B. Xx. 000,
Xxxxxx, Xxxxx 00000 ("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 corporation, as Trustee for AMRESCO Commercial
Mortgage Funding I Corporation, Mortgage Pass-Through Certificates, Series
1997-C1, whose address is 000 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx
00000-0000 ("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.
45
IN WITNESS WHEREOF, the ASSIGNOR has duly executed this _________
Assignment the ____ day of _____________________ , 199__.
IN PRESENCE OF:
By:
----------------------------------- -----------------------------------
Name:
Title:
46
STATE OF )
------------- ) SS.:
COUNTY OF )
-------------
On this ___________ day of ____________ 199__ before me the
undersigned, a NOTARY PUBLIC OF ______________________, personally appeared as
____________________ of , a Texas corporation, 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
------------------------
47
ASSIGNMENT OF MORTGAGE
AND
ASSIGNMENT OF ASSIGNMENT OF LESSOR'S INTERESTS
IN LEASES, RENTS AND PROFITS
-----------------------------------------------------------------
AMRESCO CAPITAL CORPORATION
TO
LASALLE NATIONAL BANK, AS TRUSTEE
-----------------------------------------------------------------
RECORD AND RETURN TO:
